<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Battle Mountain Gold Company
(Name of Registrant as Specified In Its Charter)
Battle Mountain Gold Company
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1/
4) Proposed maximum aggregate value of transaction:
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
(Logo of Battle Mountain
Gold Company appears here)
NOTICE OF ANNUAL MEETING
APRIL 21, 1994
AND PROXY STATEMENT
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 21, 1994
TO THE STOCKHOLDERS OF
BATTLE MOUNTAIN GOLD COMPANY:
The annual meeting of stockholders of Battle Mountain Gold Company (the
"Company") will be held at the Doubletree Hotel at One Allen Center, 400 Dallas
Street, Houston, Texas, on April 21, 1994, at 10:30 a.m., Houston time, for the
following purposes:
1. To elect three directors;
2. To approve the appointment of Arthur Andersen & Co. as the independent
public accountants for the Company for 1994;
3. To consider and act upon a proposed 1994 Long-Term Incentive Plan of the
Company covering 4,000,000 shares of the Common Stock of the Company;
and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 11, 1994, as
the record date for determining stockholders entitled to notice of and to vote
at the meeting.
You are cordially invited to attend the meeting in person. Even if you plan
to attend the meeting, however, you are requested to mark, sign, date and
return the accompanying proxy as soon as possible.
By Order of the Board of
Directors,
(Signature of Robert J. Quinn
appears here)
Robert J. Quinn
Vice President, General Counsel
and Secretary
March 16, 1994
333 Clay Street, 42nd Floor
Houston, Texas 77002
<PAGE>
(Logo of Battle Mountain Gold Company appears here)
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are being mailed to
stockholders beginning on or about March 16, 1994. They are furnished in
connection with the solicitation of proxies by the Board of Directors of Battle
Mountain Gold Company (the "Company") for use at the annual meeting of
stockholders to be held at the time and place and for the purposes set forth in
the accompanying notice. In addition to the solicitation of proxies by mail,
proxies may also be solicited by telephone, telegram or personal interview by
regular employees of the Company. The Company has retained Georgeson & Company
Inc. on customary terms and at a fee estimated not to exceed $10,000, plus
reasonable expenses, to assist in soliciting proxies. The Company will pay all
costs of soliciting proxies. The Company will also reimburse brokers or other
persons holding stock in their names or in the names of their nominees for
their reasonable expenses in forwarding proxy material to beneficial owners of
stock, in accordance with applicable Securities and Exchange Commission and New
York Stock Exchange requirements.
All duly executed proxies received prior to the meeting will be voted in
accordance with the choices specified thereon. As to any matter for which no
choice has been specified in a duly executed proxy, the shares represented
thereby will be voted for the election as directors of the nominees listed
herein, for approval of Arthur Andersen & Co. as the Company's independent
public accountants for 1994, for approval of the 1994 Long-Term Incentive Plan
of the Company and, in the discretion of the persons named in the proxy, in
connection with any other business that may properly come before the meeting. A
stockholder giving a proxy may revoke it at any time before it is voted at the
meeting by filing with the Secretary of the Company an instrument revoking the
proxy, by delivering a duly executed proxy bearing a later date or by appearing
at the meeting and voting in person.
As of March 11, 1994, the record date for determining stockholders entitled
to vote at the meeting, there were 80,352,399 shares of common stock, par value
$0.10 per share, of the Company (the "Common Stock") outstanding and entitled
to vote. Each share of Common Stock is entitled to one vote per share as to
each matter presented to a vote of stockholders of the Company. The quorum
requirement for transaction of business at the meeting is the presence in
person or by proxy of a majority of the outstanding shares of Common Stock.
Shares represented by proxies that reflect abstentions and shares referred to
as "broker non-votes" (i.e., shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote that the broker or nominee does not have discretionary power
to vote on a particular matter) will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
1
<PAGE>
The Company's Annual Report to Stockholders, including financial statements,
for the year ended December 31, 1993, accompanies the proxy materials being
mailed to all stockholders. The Annual Report is not a part of this proxy
solicitation material.
ELECTION OF THREE DIRECTORS AND DIRECTOR COMPENSATION
Unless contrary instructions are set forth in the proxy, it is intended that
the persons named in the proxy will vote all shares of Common Stock represented
by the proxy for the election of Messrs. Douglas J. Bourne, Delo H. Caspary and
Rodney L. Gray as directors. Messrs. Bourne, Caspary and Gray are presently
members of the Board of Directors of the Company. Mr. J. Hugh Liedtke, whose
current term expires at the meeting, is not standing for reelection, and Mr.
Baine P. Kerr recently retired from the Board prior to the expiration of his
term in 1995. Messrs. Kerr and Liedtke have been directors of the Company since
its incorporation in 1985.
The three directors elected at the meeting will each serve for a term of
three years, ending in 1997. Should any nominee become unavailable for
election, the Board of Directors of the Company may designate another nominee,
in which case the persons acting under duly executed proxies will vote for the
election of the replacement nominee. Management is not aware of any
circumstances likely to render any nominee unavailable. Election of directors
will be by a plurality of the votes cast. Broker non-votes and abstentions will
have no effect on the outcome of the election.
The Company's Restated Articles of Incorporation provide for the
classification of the Board of Directors into three classes having staggered
terms of three years each. The number of directors constituting the Board of
Directors will be reduced to ten effective upon the expiration of Mr. Liedtke's
current term. The present terms of office of the seven directors named below
whose terms will continue after the meeting expire in either 1995 or 1996, as
indicated.
NOMINEES -- The following sets forth information concerning the three
nominees for election as directors at the meeting, including information as to
each nominee's age as of March 11, 1994, position with the Company and business
experience during the past five years.
Name, age and business experience
DOUGLAS J. BOURNE was Chairman of the Board and Chief
(Photo of Executive Officer of the Company until his retirement in
Douglas J. Bourne April 1990. Mr. Bourne serves as Chairman of the Company's
appears here) Executive Committee and is a member of the Company's
Environmental Affairs and Ethics Committee. Mr. Bourne has
been a director of the Company since its formation. He is
71 years of age, and is also a director of Pennzoil Company
and Potash Corporation of Saskatchewan, Inc.
2
<PAGE>
Name, age and business experience
DELO H. CASPARY has been engaged for more than five years (Photo of
in managing his personal investments. He became a director Delo H. Caspray
of the Company in 1985. Mr. Caspary is also a director of appears here)
Caspen, plc., a British company, and Victoria Bank and
Trust. Mr. Caspary serves as Chairman of the Company's
Finance and Audit Committee. He is 68 years old.
RODNEY L. GRAY has served as Chairman and Chief Executive (Photo of
Officer for Enron International, Inc., a subsidiary of Rodney L. Gray
Enron Corporation, an integrated natural gas company, since appears here)
July 1993. From October 1992 through July 1993, Mr. Gray
served as Senior Vice President, Finance and Treasurer for
Enron Corporation, and was responsible for Enron's
worldwide financing activities. From April 1988 through
October 1992, Mr. Gray served as Vice President and
Treasurer for Enron. Prior to joining Enron, Mr. Gray spent
13 years with Transco Energy Company, rising to the
position of Vice President and Treasurer. Mr. Gray was
appointed to a newly created Board seat in February 1993.
Mr. Gray serves on the Finance and Audit Committee. He is
41 years old.
DIRECTORS WITH TERMS EXPIRING IN 1995 AND 1996 -- The following sets forth
information concerning the seven directors of the Company whose present terms
will continue until 1995 or 1996, including information as to each director's
age as of March 11, 1994, position with the Company and business experience
during the past five years.
Name, age and business experience
CHARLES E. CHILDERS has served as Chairman of the Board, (Photo of
President and Chief Executive Officer of Potash Corporation Charles E.
of Saskatchewan, Inc. (mining and processing of potash) Childers appears
since 1990. From 1987 through 1990, Mr. Childers served as here)
President and Chief Executive Officer of that corporation.
Mr. Childers is also a director of QUNO Corporation. He
became a director of the Company in 1993, and his present
term expires in 1996. Mr. Childers serves on the
Compensation and Stock Option Committee. He is 61 years old.
3
<PAGE>
Name, age and business experience
(Photo of JACK R. CROSBY has been Chairman of the Board and Chief Ex-
Jack R. Crosby ecutive Officer of the Rust Group (investments, property
appears here) development and telecommunications) for more than five
years. Mr. Crosby is also a director of National Dentex
Corporation and Chairman of the Board and Chief Executive
Officer of Tescorp, Inc. He became a director of the Com-
pany in 1985, and his present term expires in 1995. Mr.
Crosby is Chairman of the Company's Compensation and Stock
Option Committee. He is 67 years of age.
(Photo of JAMES H. ELDER, JR. has been engaged for more than five
James H. Elder, years in managing his personal investments. He became a
Jr. appears here) director of the Company in 1985, and his present term
expires in 1996. Mr. Elder is a member of the Company's
Compensation and Stock Option Committee and the Company's
Environmental Affairs and Ethics Committee. Mr. Elder is
also a director of Stewart & Stevenson Services, Inc. He is
69 years old.
(Photo of KARL E. ELERS is Chairman of the Board and Chief Executive
Karl E. Elers Officer of the Company. Mr. Elers is a member of the
appears here) Company's Executive Committee and is Chairman of the
Company's Environmental Affairs and Ethics Committee. From
April 1988 until April 1990, he was President and Chief
Operating Officer of the Company. From May 1987 until April
1988, Mr. Elers was Executive Vice President of the
Company. Mr. Elers became a director in 1987, and his
present term expires in 1996. He is 55 years old.
(Photo of TED H. PATE was President and Chief Operating Officer of
Ted H. Pate the Company until April 1988. He then served as Chairman of
appears here) the Executive Committee until his retirement in June 1988.
Mr. Pate became a director of the Company in 1985, and his
present term as a director expires in 1995. Mr. Pate is a
member of the Company's Finance and Audit Committee. He is
67 years of age.
4
<PAGE>
Name, age and business experience
KENNETH R. WERNEBURG has been President and Chief Operating (Photo of
Officer of the Company since April 1990, having previously Kenneth R.
served as Executive Vice President of the Company since Werneburg
November 1989. Prior to joining the Company, Mr. Werneburg appears here)
was Chairman and Chief Executive Officer of Hill
Refrigeration Corporation (commercial refrigeration
equipment) since 1989. Mr. Werneburg became a director of
the Company in 1990, and his present term expires in 1996.
He is a member of the Company's Executive Committee. He is
52 years old.
WILLIAM A. WISE has served as Chairman of the Board, (Photo of
President and Chief Executive Officer of El Paso Natural Gas William A. Wise
Company, an integrated natural gas company, since January appears here)
1994. From April 1989 through January 1990, Mr. Wise was
President and Chief Operating Officer of that corporation.
He became Chief Executive Officer in January 1990. Mr. Wise
was appointed in March 1994 to the Board seat vacated by Mr.
Kerr, and his term expires in 1995. He is 48 years old.
BOARD ORGANIZATION AND COMMITTEES -- The Company's Executive Committee is
composed of Messrs. Bourne (Chairman), Elers and Werneburg. The Executive
Committee may exercise the powers of the Board of Directors at times when the
Board is not in session.
The members of the Finance and Audit Committee and the Compensation and Stock
Option Committee of the Board of Directors are not employees of the Company.
The Finance and Audit Committee of the Board is composed of Messrs. Caspary
(Chairman), Gray and Pate. The Finance and Audit Committee provides oversight
of the Company's performance in fulfilling its responsibility to maintain an
organization which is capable of conducting the financial business of the
Company and to maintain an internal control environment necessary to conduct
and report properly the Company's business. The Finance and Audit Committee
also recommends the appointment of independent public accountants to conduct
audits of the Company's financial statements, reviews with the independent
accountants the plan and results of the auditing engagement and evaluates the
independence of the accountants.
The Compensation and Stock Option Committee is composed of Messrs. Crosby
(Chairman), Childers and Elder. The Compensation and Stock Option Committee
approves, or in some cases recommends to the Board, remuneration arrangements
and compensation plans involving the Company's directors, executive officers
and other key employees. The Compensation and Stock Option Committee also
currently administers all of the non-qualified benefit plans of the Company.
5
<PAGE>
The Environmental Affairs and Ethics Committee of the Board of Directors of
the Company is composed of Messrs. Elers (Chairman), Bourne and Elder. The
Environmental Affairs and Ethics Committee was formed in February 1993 to
oversee the Company's Code of Ethical Business Conduct and environmental and
legal compliance programs.
The Board of Directors does not have a standing nominating committee or other
committee performing a similar function. Nominations are determined by the
entire Board of Directors.
During 1993, the Board of Directors held four regular meetings. During 1993,
the Finance and Audit Committee, the Compensation and Stock Option Committee
and the Environmental Affairs and Ethics Committee met on four, four and two
occasions, respectively. All directors, with the exception of Mr. Liedtke,
attended at least 75 percent of the aggregate number of meetings of the Board
of Directors and the committees on which they served.
Each director, other than those who are regularly employed officers of the
Company or its subsidiaries, receives a director's fee of $15,000 per annum and
an additional fee of $750 per day for attendance at meetings of the Board or
its committees. Directors are also reimbursed for their travel and other
expenses involved in attendance at Board and committee meetings. Pursuant to
the terms of the Company's Deferred Compensation Plan, a director may elect to
defer his director's fee and per diem fees for payment (with interest at the
six-month Treasury bill rate) at a later date. Pursuant to the terms of the
Company's 1988 Deferred Income Stock Option Plan (the "DISOP"), a director may
elect to receive a non-qualified stock option in lieu of up to 100 percent of
his director's fee and per diem fees for attending Board or committee meetings.
To participate, the director selects an option strike price at a discount from
current market value of the Common Stock and receives options on a number of
shares such that the aggregate discount is equal to the amount of fees forgone.
Mr. Pate participated in the DISOP in 1993, acquiring an option to purchase
15,000 shares of Common Stock at an exercise price of $4.825 per share. Under
the Company's Nonqualified Stock Option Plan for Outside Directors, individuals
who become nonemployee directors of the Company are automatically granted an
initial option to purchase 5,000 shares of Common Stock on the date they become
nonemployee directors. On the fourth Tuesday in April of each year following
the grant of the initial option, each incumbent nonemployee director is granted
an additional option to purchase 1,500 shares of Common Stock. Each option
granted pursuant to the Nonqualified Stock Option Plan for Outside Directors
has an exercise price per share equal to the market value of a share of Common
Stock on the date the option is granted, and such options are not exercisable
until one year from the date of grant. Directors who are not also executive
officers are not eligible to participate in any other benefit plan of the
Company.
6
<PAGE>
SECURITY OWNERSHIP -- Set forth in the table below is the number of shares of
Common Stock beneficially owned (within the meaning of Rule 13d-3 under the
Securities Exchange Act) as of March 9, 1994, by each of the Company's
directors and nominees, each of the executive officers named in the Summary
Compensation Table below and all directors and executive officers as a group.
Except as otherwise indicated, all such shares are owned directly, and the
indicated owner has sole voting and investment power with respect to such
Common Stock. As of March 9, 1994, there was no person known to the Company to
be the beneficial owner of more than 5 percent of the Common Stock.
<TABLE>
<CAPTION>
Number of Percentage
Name Shares of Class
---- --------- ----------
<S> <C> <C>
Douglas J. Bourne....... 146,600(1) *
Delo H. Caspary......... 48,000(2) *
Charles E. Childers..... 7,500(3) *
Jack R. Crosby.......... 58,375(4) *
Andre J. Douchane....... 42,675(5) *
James H. Elder, Jr...... 17,437(6) *
Karl E. Elers........... 211,830(7) *
Rodney L. Gray.......... 5,000(4) *
J. Hugh Liedtke......... 8,100(2) *
Joseph L. Mazur......... 120,908(8) *
R. Dennis O'Connell..... 37,748(9) *
Ted H. Pate............. 34,646(10) *
Kenneth R. Werneburg.... 136,465(11) *
William A. Wise......... 0 *
All directors and
executive officers as a
group
(16 persons)........... 1,025,805(12) 1.3%
</TABLE>
- --------
(1) Includes 750 shares jointly owned by Mr. Bourne and his wife, and 8,000
shares issuable upon the exercise of stock options acquired under the
Company's option plans.
(2) Includes 8,000 shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(3) Includes 5,000 shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(4) Consists of shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(5) Includes 40,966 shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(6) Includes 300 shares held by Mr. Elder's wife and as to which Mr. Elder
disclaims beneficial ownership, and 13,387 shares issuable upon the
exercise of stock options acquired under the Company's option plans.
(7) Includes 154,944 shares issuable upon the exercise of stock options
acquired under the Company's option plans.
7
<PAGE>
(8) Includes 93,388 shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(9) Includes 34,466 shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(10) Includes 28,500 shares issuable upon the exercise of stock options
acquired under the Company's option plans.
(11) Includes 117,633 shares issuable upon the exercise of stock options
acquired under the Company's option plans.
(12) Includes 716,291 shares issuable upon the exercise of stock options
acquired under the Company's option plans.
* Less than 1%.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE -- The table set forth below contains information
regarding compensation for services in all capacities to the Company for 1993,
1992 and 1991 of those persons who (i) served as the chief executive officer of
the Company during 1993 and (ii) were the other four most highly compensated
executive officers of the Company at December 31, 1993. The format and the
information presented are as prescribed in rules of the Securities and Exchange
Commission.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------ ------------------------------
Awards Payouts
--------------------- --------
Other Annual Restricted Securities LTIP All Other
Name and Principal Bonus Compensation Stock Underlying Payouts compensation
Position Year Salary (1) (2) Awards Options (3) (2)(4)
------------------ ---- -------- -------- ------------ ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Karl E. Elers 1993 $315,902 $106,797 $-- $-- 138,400 $338,865 $15,590
Chairman of the 1992 312,692 101,361 -- -- 17,000 -- 13,313
Board and Chief 1991 276,539 206,066 -- 30,000 388,399
Executive Officer
Kenneth R. Werneburg 1993 251,702 85,092 -- -- 108,400 265,772 13,137
President and Chief 1992 249,115 80,728 -- -- 14,000 -- 10,017
Operating Officer 1991 219,616 168,004 -- 30,000 --
R. Dennis O'Connell 1993 157,951 42,719 -- -- 58,400 -- 8,571
Vice President-- 1992 101,346 13,807 -- -- 15,000 -- 2,146
Finance and Chief 1991 -- -- -- -- --
Financial Officer
Andre J. Douchane 1993 150,324 40,772 -- -- 58,400 -- 8,227
Vice President-- 1992 145,954 37,840 -- -- 6,500 -- 4,737
Operations 1991 -- -- -- -- --
Joseph L. Mazur 1993 149,799 40,514 -- -- 58,400 128,043 8,204
Vice President-- 1992 148,346 38,458 -- -- 6,500 -- 5,662
Administration and 1991 131,693 80,988 -- 15,000 181,819
Communications
</TABLE>
8
<PAGE>
- --------
(1) Amounts reported in the Bonus column include, in addition to cash bonuses
under the Company's Productivity Bonus Plan, restricted stock awards with
vesting periods of less than one year as follows: $47,673 in 1992 and
$21,000 in 1991 for Mr. Elers, $37,953 in 1992 and $21,000 in 1991 for Mr.
Werneburg, $9,187 in 1992 for Mr. O'Connell, $17,400 in 1992 for Mr.
Douchane and $18,088 in 1992 and $10,500 in 1991 for Mr. Mazur.
(2) In accordance with transitional rules, information in the Other Annual
Compensation and All Other Compensation columns is not presented for 1991.
(3) Amounts represent the cash and market value of Common Stock distributable
in respect of performance units granted under the Company's 1988 Long-Term
Performance Unit Plan for the three-year performance periods ended June 30,
1991 and June 30, 1993. Under this plan, one-half of the distributable
amount is paid to the participant during the year the performance period
ends and the balance is paid one year later, subject to certain conditions
relating to continued employment. In 1992, the performance measures
applicable to the performance period ended June 30, 1993 were revised by
dropping two of the four original measures and establishing a new threshold
condition to payout. See "Compensation and Stock Option Committee Report on
Executive Compensation--Executive Compensation Components--Long-Term
Performance Unit Plan."
(4) Consists of the Company's contributions (vested and unvested) under the
Company's Savings Plan and a related contribution equalization plan of
$10,612 and $4,978 in 1993 and $7,612 and $5,701 in 1992 for Mr. Elers and
$10,612 and $2,525 in 1993 and $6,874 and $3,143 in 1992 for Mr. Werneburg
and contributions under the Company's Savings Plan for Messrs. O'Connell,
Douchane and Mazur.
OPTION GRANTS TABLE -- The following table shows, as to the executive
officers named in the Summary Compensation Table, information regarding stock
options granted pursuant to the Company's 1985 Stock Option Plan during 1993.
All of such options have an exercise price equal to the market price on the
date of grant.
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------
Number of Percent of Grant
Securities total options date
Underlying granted to Exercise present
Options employees in Price Per Expiration value
Name (1) 1993 Share Date (2)
- ---- ---------- ------------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Karl E. Elers............ 138,400 14.9 $6.875 4/20/03 $550,555
Kenneth R. Werneburg..... 108,400 11.6 6.875 4/20/03 431,215
R. Dennis O'Connell...... 58,400 6.3 6.875 4/20/03 232,315
Andre J. Douchane........ 58,400 6.3 6.875 4/20/03 232,315
Joseph L. Mazur.......... 58,400 6.3 6.875 4/20/03 232,315
</TABLE>
- --------
(1) All options granted to the named executive officers were granted on April
20, 1993 and have exercise prices equal to the closing price of the Common
Stock on the New York Stock Exchange
9
<PAGE>
Composite Tape on that date. The options become exercisable in 33 1/3
percent increments on each of the first, second and third anniversaries of
the date of grant and also contain provisions for acceleration of vesting in
the event of a change of control and payment in cash of the then appreciated
value of the option.
(2) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised. There is no assurance the value realized by
an executive will be at or near the value estimated by the Black-Scholes
model. The assumptions used under that model include a volatility of 40.36
percent based on one-year historical volatility of the Common Stock prior
to the grant date, a risk-free rate of return of 6.69 percent based on the
ten-year zero coupon treasury bond yield at the time of grant, a dividend
yield of 0.73 percent based on the current dividend rate and an option term
equal to the full ten-year stated option term. The estimated grant date
value does not reflect any discount on account of vesting or forfeiture
provisions or prohibitions on transfer.
OPTION EXERCISES AND YEAR-END VALUES TABLE -- The table set forth below
contains information with respect to (i) the unexercised options to purchase
Common Stock granted in 1993 and prior years under the Company's 1985 Stock
Option Plan and its 1988 Deferred Income Stock Option Plan to the executive
officers named in the Summary Compensation Table and held by them at December
31, 1993 and (ii) the aggregate number of shares acquired by such executive
officers upon the exercise during 1993 of options to purchase Common Stock.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options Held at In-the-Money Options at
Acquired December 31, 1993 December 31, 1993(1)
on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Karl E. Elers........... 0 $ 0 138,811 138,400 $196,250 $449,800
Kenneth R. Werneburg.... 0 0 81,500 108,400 178,125 352,300
R. Dennis O'Connell..... 0 0 7,500 66,900 30,000 222,575
Andre J. Douchane....... 0 0 21,500 58,400 50,625 189,800
Joseph L. Mazur......... 6,500 23,563 73,922 58,400 92,579 189,800
</TABLE>
- --------
(1) Based on the closing price of the Common Stock on the New York Stock
Exchange Composite Tape on December 31, 1993 ($10.125).
RETIREMENT PLAN AND SUPPLEMENTAL AGREEMENTS -- The Company maintains a non-
contributory tax-qualified retirement plan generally available to U.S. salaried
employees (the "Retirement Plan"). The Retirement Plan is a defined benefit
plan under which employer contributions are actuarially determined each year
and is administered by a Retirement Board appointed by the Board of Directors.
The amount of an employee's retirement benefit is based on final average
compensation (as defined below) and is computed as follows: 1.1 percent of
final average compensation (5-year average) for each year of service, plus 0.6
percent of final average compensation in excess of $10,000 per year for each
10
<PAGE>
year of service up to a maximum of 35 years. Section 401 (a) (17) of the
Internal Revenue Code of 1986, as amended (the "Code"), however, limits the
annual compensation taken into account for an employee under the Retirement
Plan. The compensation limit imposed by Section 401 (a) (17) is effective for
calculations of compensation received for periods after January 1, 1989, and
equals $150,000 for 1994. As indicated in the table below, the annual benefits
under the Retirement Plan are subject to limitations mandated by Section 415 of
the Code and by the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), on the maximum amounts payable under qualified defined benefit
plans.
The following table shows the estimated annual retirement benefits under the
Retirement Plan under the formula described above for eligible employees
(including officers) who retire at age 65 (normal retirement age) and have the
average compensation levels and years of service specified in the table. The
amounts listed in the table are payable for the life of the employee and are
not subject to any reduction for Social Security benefits or other offsetting
amounts.
<TABLE>
<CAPTION>
Projected Retirement Plan Benefit
at Age 65 With Service of
-----------------------------------------------------------
Final Average
Compensation(1) 15 Years 20 Years 25 Years 30 Years 35 Years
- --------------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
$125,000.......... $ 30,975 $ 41,300 $ 51,625 $ 61,950 $ 72,275
150,000.......... 37,350 49,800 62,250 74,700 87,150
175,000.......... 43,725 58,300 72,875 87,450 102,025
200,000.......... 50,100 66,800 83,500 100,200 116,900
225,000.......... 56,475 75,300 94,125 112,950 118,800(2)
250,000.......... 62,850 83,800 104,750 118,800(2) 118,800(2)
300,000.......... 75,600 100,800 118,800(2) 118,800(2) 118,800(2)
350,000.......... 88,350 117,800 118,800(2) 118,800(2) 118,800(2)
400,000.......... 101,100 118,800(2) 118,800(2) 118,800(2) 118,800(2)
450,000.......... 113,850 118,800(2) 118,800(2) 118,800(2) 118,800(2)
500,000.......... 118,800(2) 118,800(2) 118,800(2) 118,800(2) 118,800(2)
</TABLE>
- --------
(1) Annual compensation taken into account for purposes of calculating the
average is limited by Section 401 (a) (17) of the Code for years after
1989.
(2) Limited to $118,800 for 1994 by Section 415 of the Code.
Final average compensation in the above table means the average of covered
remuneration for the five consecutive calendar years, out of the ten calendar
years immediately preceding retirement, in which the participant's covered
remuneration was the highest, subject to the Section 401(a)(17) limit described
above. Covered compensation includes salary, bonus and most other compensation
paid or deferred in the year (including payments under the Company's 1988 Long-
Term Performance Unit Plan but excluding amounts realized from restricted stock
and stock options). At January 1, 1994, the individuals named in the Summary
Compensation Table had the following respective years of service under the
Retirement Plan: Mr. Elers, six years; Mr. Werneburg, four years; Mr.
O'Connell, one year;
11
<PAGE>
Mr. Douchane, two years; and Mr. Mazur, 24 years. The 1993 covered compensation
for the individuals named in the Summary Compensation Table whose covered
compensation, taking into account the Section 401(a)(17) limit, differed by
more than 10 percent from that set forth in the Summary Compensation Table was
$235,840 for each of Messrs. Elers and Werneburg.
The Company has entered into supplemental retirement income agreements with
Messrs. Elers, Werneburg, O'Connell, Douchane and Mazur. Such agreements
generally provide that the Company will pay each respective executive officer
an additional retirement benefit equal to an annualized amount of 50 percent of
such officer's annual salary (not including bonus compensation), as of December
31, 1992. Participants will receive monthly non-escalating benefits over a 15-
year period beginning at age 65. The supplemental benefits will be paid
exclusively from the general assets of the Company. Annual benefits payable
upon retirement at normal retirement age (65) under the supplemental agreements
would be $155,000 for Mr. Elers, $123,500 for Mr. Werneburg, $77,500 for Mr.
O'Connell, $73,000 for Mr. Douchane and $73,500 for Mr. Mazur. The supplemental
retirement income agreements also provide for a survivor benefit payable in the
event of the participant's death equal to the full supplemental benefits
provided thereunder.
CHANGE-IN-CONTROL ARRANGEMENTS -- The Company has severance agreements with
each of Messrs. Elers, Werneburg, O'Connell, Douchane and Mazur which generally
provide that, in the event employment terminates as a result of a change of
control of the Company, each executive officer would receive a cash payment
equal to two times his annual salary (plus bonus and other incentive
compensation). A covered officer, under the agreement, would receive such
payment only as a result of involuntary termination within three years of the
date of the change of control or voluntary termination during a 120-day period
commencing 120 days following the date of the change of control. The agreements
also provide for continuation of group life, medical and dental insurance
benefits for a period of 30 months after termination on the same contributory
basis as such benefits are provided to active employees of the Company. In the
event of a change of control, payments under the agreements of executive
officers using 1993 salaries and covered incentive compensation would be
approximately as follows: $1,033,016 for Mr. Elers, $822,832 for Mr. Werneburg,
$341,542 for Mr. O'Connell, $324,798 for Mr. Douchane and $453,198 for Mr.
Mazur. The 1988 Long-Term Performance Unit Plan also contains a provision
whereby outstanding units become immediately payable at the target value of
$1.00 per unit in the event of a change of control. In the event of a change of
control, payments under that plan for the units allocated for the three-year
performance period ended June 30, 1995 would be approximately as follows:
$409,000 for Mr. Elers, $326,000 for Mr. Werneburg, $164,000 for Mr. O'Connell,
$154,000 for Mr. Douchane and $155,000 for Mr. Mazur. Options granted to these
officers under the Company's 1985 Stock Option Plan contain provisions for
acceleration in the event of a change of control and payment in cash of the
then appreciated value of the option. The severance agreements and agreements
under the 1988 Long-Term Performance Unit Plan and the 1985 Stock Option Plan
for the foregoing officers also contain provisions for a tax gross-up payment
designed to make the officers whole against any excise or other tax above the
rate ordinarily applicable that is occasioned by the change of control,
pursuant to the provisions of Section 280G of the Internal Revenue Code or
otherwise.
12
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the Board of Directors of the
Company (the "Committee") has furnished the following report on the Company's
executive compensation program. The report describes the Committee's
compensation policies applicable to the Company's executive officers and
includes a discussion of the specific relationship of corporate performance to
executive compensation for 1993. The report also discusses the Committee's
bases for the Chief Executive Officer's compensation for 1993 and corresponding
criteria for such compensation.
I. COMPENSATION POLICIES
The objectives of the Company's executive compensation policies are to
provide its executives with a competitive total compensation package and link
compensation to the achievement of the long-term business objectives of the
Company and the enhancement of stockholder value. The Committee also considers
subjective factors in its evaluation of the performance of the Chief Executive
Officer and senior executive officers, such as leadership, strategic vision and
organization development efforts that result in strengthening efficiency,
effectiveness and competitive advantage, which are considered critical to the
achievement of long-term strategic objectives and the success of the Company.
The Committee's focus on long-term objectives in setting the parameters of
the Company's executive compensation program results from the long lead time
factors inherent in the strategic decisions of an international precious metals
company which sells primarily one commodity, gold. These long-term objectives
include, among others, increasing reserves, annual production, stock price,
earnings and cash flow while maintaining low cash production costs.
II. EXECUTIVE COMPENSATION COMPONENTS
The Company's executive compensation program is composed of fixed and
performance-based compensation. The fixed component is the executive officer's
base salary, and the performance-based component is comprised of productivity
bonuses, long-term performance awards and awards of restricted stock and stock
options.
Base Salary
The Committee determines the annual base salary of the Chief Executive
Officer and senior executive officers based primarily on the basis of
competitive salary rates for peer companies. With regard to senior executive
officers' salaries, the Committee receives a proposal from management of the
Company based on advice from compensation consultants who review such factors
as industry, similarly situated companies and national comparison surveys. With
regard to the Chief Executive Officer's salary, management does not make a
proposal, but the Committee reviews similar information from compensation
consultants. The comparative salary studies are performed both on the basis of
the peer companies included in the gold peer index used in the five-year
performance graph presented below
13
<PAGE>
and on the basis of companies included in published industry surveys. Base
salary levels are generally targeted at the median level in relation to the
peer group comparisons. Effective in July 1993, the Committee approved a 4.5
percent increase in the base salary of the Chief Executive Officer and
increases ranging from 4.5 percent to 7 percent for other senior executive
officers. The Committee generally considers and adjusts salary levels annually.
Productivity Bonus
Under the Company's Productivity Bonus Plan, cash bonuses may be provided to
employees, including executive officers. Target bonus amounts for the executive
officers vary and range from 50 percent of base salary paid during a semi-
annual performance period for the Chief Executive Officer and the President to
40 percent of base salary for the senior executive officers. The targeted bonus
amounts are generally at the median level in relation to annual bonuses for the
peer group companies referred to above under Base Salary. Awards of bonuses to
officers are in the discretion of the Committee and may be made only if the
Company's net return on the Company's total capital (determined on a ten-year
rolling average basis) exceeds a threshold rate of return and then only out of
current cash flow from operations. The threshold net return is determined from
time to time in the discretion of the Committee and is currently set at an
annual rate of 8 percent. Although the Company has incurred losses in recent
periods, the threshold rate of return is still exceeded as a result of income
in earlier periods. If the threshold is met for any semi-annual bonus period,
then a bonus multiplier calculation is made in which the target bonus amounts
described above are multiplied by a factor equal to the quotient obtained by
dividing the Company's actual net cash flows from operating activities during
the bonus period by the target net cash flows from operating activities based
on the Company's currently approved budget. The Committee has discretion to
adjust the multiplier analysis items it deems to be unusual or otherwise
warrant special consideration in applying the analysis to the determination of
bonuses. The bonus amounts resulting from multiplying the target bonus amounts
by the quotient derived from the multiplier analysis are subject to a maximum
of twice the target bonus amounts. The Committee has discretion whether or not
to approve bonus payments, even if called for by the multiplier analysis.
Based on the results of the Productivity Bonus Plan cash flow multiplier
analysis for the first half of 1993, the Committee determined to pay a bonus of
approximately 45 percent of the level targeted for the first half. Based on the
results of the analysis for the second half of 1993, the Committee determined
to pay a bonus of approximately 87 percent of the level targeted for the second
half. The aggregate 1993 bonuses for the Chief Executive Officer and other
named officers are shown in the Bonus column of the Summary Compensation Table.
The Chief Executive Officer's 1993 bonus was determined by applying the cash
flow multiplier analysis to his targeted bonus amount, on the same basis as the
other officers.
Long-Term Performance Unit Plan
The Company's 1988 Long-Term Performance Unit Plan was adopted to provide
executive officers and key employees with incentives to achieve long-term
objectives of the Company. Under the Plan,
14
<PAGE>
participants are awarded performance units which can result in payment of a
dollar value (not to exceed $1.50 per unit) if the Company achieves the
specified long-term objectives during the course of a three-year performance
period. Payments under the Plan, if any, are made following the conclusion of a
performance period.
In recent years units have been granted once every two years, with the number
of units granted to the Chief Executive Officer and the senior executive
officers being determined by formula. Each of the Chief Executive Officer and
the President has been granted a number of units which is equal to the dollar
amount of 62.5 percent of his projected two-year salary. For senior executive
officers, the number has been based on 50 percent of their projected two-year
salary. These percentages were not determined on the basis of a competitive
analysis of the type undertaken with respect to base salaries and annual
bonuses.
The Committee, in its sole discretion, selects performance measures designed
to provide the Chief Executive Officer and senior executive officers incentives
to achieve selected long-term objectives of the Company. These measures take
the form of thresholds and targets and may include such factors as targeted
increases in shareholders' equity, cash flow, return on equity, return on
assets and share price. The Committee can also specify the achievement of a
strategic corporate goal as a performance threshold. The Committee can select
different performance measures for different performance periods and has
discretion to adjust performance measures in any year during a performance
period if, in the Committee's judgment, such performance measures have been
affected by special factors (including material changes in accounting policies
or practices, material acquisitions or dispositions of property or other
unusual items).
At the end of a performance period, the performance measures are used to
calculate a multiplier which, when multiplied by the number of performance
units awarded to a participant at the beginning of the period, determines the
dollar value of an award. One-half of the dollar amount credited to the account
of a participant is paid to the participant as soon as practicable after the
end of that performance period, and the balance is paid one year later.
Payments may be made in the form of cash, shares of Common Stock or a
combination of cash and Common Stock, as determined by the Committee.
On June 30, 1993 a three-year performance period ended. In June 1992 the
Committee considered revised financial, operational and strategic forecasts.
The Committee determined that given the significant changes in the Company,
such as (i) the need to accelerate the addition of new reserves in light of
reserve depletion at the Fortitude property, (ii) the increased strategic
importance of successful commencement of operations at Kori Kollo and other
reserve acquisitions and (iii) the resulting change in the long-term debt
structure of the Company, changes to the performance criteria under the 1990
grants were warranted. Performance measures for the period as originally
established in 1990 included shareholders' equity, total assets, return on
equity and return on assets. The Committee determined to drop from
consideration the factors based on return on equity and return on assets and
add a threshold condition to payout based on successful commencement of
operations at Kori Kollo by the end of the performance period. Based on the
redetermined performance measures, the Committee authorized a
15
<PAGE>
payout value of $.91 per unit to be paid 50 percent in stock and 50 percent in
cash in two annual installments. The payout amounts for the performance period
ending in 1993 are shown in the LTIP payouts column of the Summary Compensation
Table. The Chief Executive Officer's payout amount was determined on the same
basis as the other participants (with a weighting of 85 percent for the
performance measure based on increases in shareholders' equity and 15 percent
for the performance measure based on increases in total assets).
No new performance period was begun in 1993.
Stock Options and Restricted Stock
The Committee periodically grants the Chief Executive Officer, senior
executive officers and other key employees stock options and restricted stock
awards under the Company's 1985 Stock Option Plan and 1986 Restricted Stock
Plan.
Under the terms of the Company's 1986 Restricted Stock Plan, executive
officers and employees may be granted restricted shares of Common Stock. The
Committee selects the participants and the number of shares to be awarded. Each
of the restricted stock shares may not be sold, assigned, transferred, pledged
or otherwise encumbered or disposed of during the restricted period of not less
than six months nor more than five years. The Committee determines the length
of the restricted period. No grants of restricted stock were made to executive
officers in 1993.
On April 20, 1993, the Committee granted stock options to the Chief Executive
Officer, senior executive officers and other key employees. The options were
priced at fair market value and will vest in 33 1/3 percent increments on each
of the first, second and third anniversaries of the grant date. The
determination of the number of shares subject to the options granted in 1993
was made by the Committee on a subjective, nonformulaic basis. In making its
determination, the Committee decided that it would be appropriate to make
larger grants than had been made in prior years based on the Company's progress
toward long-term goals of reserve replacement and increased gold production and
the Committee's determination that the stock price sensitivity of the total
compensation of its executive officers had become relatively low, and that it
was an appropriate time to increase that sensitivity. Allocation of the option
grants among the Chief Executive Officer and the other executive officers was
made subjectively based on level of responsibility in the Company.
The Committee intends to discontinue making awards under the plans discussed
above, except the Productivity Bonus Plan, following approval by the
stockholders of the 1994 Long-Term Incentive Plan of the Company.
III. POLICY WITH RESPECT TO THE $1 MILLION DEDUCTIBILITY LIMIT
New provisions of the Internal Revenue Code limit deductibility for federal
income tax purposes of compensation in excess of $1 million for certain
executive officers (those named in the Summary Compensation Table who are
executive officers on the last day of the applicable tax year). Exemptions
16
<PAGE>
from the deductibility limit exist for certain performance based compensation.
The Company is evaluating the effect of the new provisions, and presently does
not anticipate the payment of compensation in the next several years in excess
of that which is deductible, especially since stock options grants can be
structured so as to qualify for the performance-based exclusion from the
deductibility limit. Awards under the Company's current Productivity Bonus Plan
and Long-Term Performance Unit Plan do not qualify for the performance based
exclusion. The Committee intends to monitor the applicability of the
deductibility limit provisions on an ongoing basis.
IV. SUMMARY
The Committee believes that the Company's executive compensation program is
competitive with compensation programs of similarly situated companies and
provides the Company's Chief Executive Officer and senior executive officers
with the appropriate incentives to achieve the Company's long-term goals.
COMPENSATION AND STOCK OPTION COMMITTEE
Jack R. Crosby (Chairman)
Charles E. Childers
James H. Elder, Jr.
17
<PAGE>
STOCKOWNER RETURN PERFORMANCE PRESENTATION
The line graph set forth below represents a comparison of the yearly
percentage change in the cumulative total stockowner return on the Common Stock
with the cumulative total return of the S & P 500 Index and a gold peer index
(which includes Amax Gold Inc., Echo Bay Mines Ltd, Homestake Mining Company,
Lac Minerals Ltd. and Pegasus Gold, Inc.) for the period of five fiscal years
commencing December 31, 1988 and ending December 31, 1993. The line graph is
based on the assumption that the value of the investment in Common Stock and
the gold peer index was $100 on December 31, 1988, and that all dividends were
reinvested.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
BATTLE MOUNTAIN GOLD, S&P 500 INDEX AND A GOLD PEER INDEX
Assumes $100 Invested on December 31, 1988.
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
S&P 500.................. 0 132 128 166 179 197
Peer Group............... 0 131 103 88 64 113
BMG...................... 0 120 53 58 38 76
</TABLE>
- --------
*Total return assumes reinvestment of dividends.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of its Finance and Audit
Committee (Messrs. Caspary, Gray and Pate), has approved and recommends the
appointment of Arthur Andersen & Co. as independent public accountants to
conduct an audit of the Company's financial statements for the
18
<PAGE>
fiscal year ending December 31, 1994. Arthur Andersen & Co. has audited the
financial statements of the Company since its organization. Approval of the
appointment of the accountants is being sought in order to give stockholders
the opportunity to express their opinion on the matter. Approval will require
the affirmative vote of the holders of a majority of the votes cast.
Accordingly, abstentions and broker non-votes will have no effect on the
determination of the outcome of the vote. Should approval not be obtained, the
Board of Directors would expect to reconsider the appointment.
Members of Arthur Andersen & Co. are expected to attend the annual meeting
and, if present, be available to answer appropriate questions which may be
asked by stockholders. Such members will also have an opportunity to make a
statement at the meeting if they desire to do so.
APPROVAL OF 1994 LONG-TERM INCENTIVE PLAN
The Board of Directors has adopted, subject to approval by the stockholders
of the Company, the 1994 Long-Term Incentive Plan of the Company (the
"Incentive Plan"). A copy of the Incentive Plan is attached hereto as Annex A.
The following description of the Incentive Plan is qualified by reference to
the full text of the Incentive Plan.
The purpose of the Incentive Plan is to retain key executives and other
selected employees, reward them for making major contributions to the success
of the Company and provide them with a proprietary interest in the growth and
performance of the Company.
Employees who participate in the Incentive Plan will be selected by a
committee designated by the Board of Directors to administer the Incentive Plan
(in this caption, the "Committee") from among those who hold positions of
responsibility and whose performance, in the judgment of the Committee, can
have a significant effect on the success of the Company.
The total number of shares of Common Stock that may be awarded pursuant to
the Incentive Plan will not exceed 4,000,000, of which not more than 1,000,000
shares of Common Stock are available for awards other than stock options and
stock appreciation rights granted at an exercise or strike price not less than
fair market value on the date of grant. The number of shares of Common Stock
that may be awarded pursuant to the Incentive Plan is subject to adjustment
upon the occurrence of certain events.
The Incentive Plan will be administered by the Committee, which will be
constituted to permit the Incentive Plan to comply with Rule 16b-3 promulgated
under the Securities Exchange Act. It is expected that the Company's existing
Compensation and Stock Option Committee will initially act as the Committee
under the Plan. Subject to the terms of the Incentive Plan, the Committee will
have authority (i) to select employees to receive awards, (ii) to determine the
timing, form, amount or value and term of awards, and the conditions and
limitations, if any, subject to which awards will be made and become payable
and (iii) to interpret the Incentive Plan and adopt rules, regulations and
guidelines for carrying out the Incentive Plan. The Committee may delegate
certain of its duties under the Incentive Plan to senior officers of the
Company.
The Incentive Plan provides for the grant of any or all of the following
types of awards: stock options, stock appreciation rights, stock awards and
cash awards. Stock options will have exercise prices
19
<PAGE>
not less than the fair market value of the Common Stock on the date of grant
and may be incentive stock options that comply with Section 422 of the Internal
Revenue Code. The exercise price of any stock option may, at the discretion of
the Committee, be paid in cash or by surrendering shares of Common Stock or
another award under the Incentive Plan, valued at fair market value on the date
of exercise, or any combination thereof. Vesting conditions for a stock option
will be specified by the Committee and set forth in the applicable option
agreement. Vesting conditions may include, without limitation, provision for
acceleration in the case of a change in control of the Company or for stock
appreciation rights exercisable for cash (in lieu of the option) in the case of
such a change in control.
Stock appreciation rights are rights to receive, without payment to the
Company, cash or shares of Common Stock with a value determined by reference to
the difference between the exercise or "strike" price of the stock appreciation
right and the fair market value or other specified valuation of the Common
Stock at the time of exercise. Stock appreciation rights may be granted in
tandem with stock options or separately.
Stock awards may consist of Common Stock or be denominated in units of Common
Stock. Stock awards may be subject to conditions established by the Committee,
including service vesting conditions and performance conditions (including
without limitation performance conditions based on achievement of specific
business objectives, increases in specified indices and attaining specified
growth measures or rates). A stock award may provide for voting rights and
dividend or dividend equivalent rights.
Cash awards may be denominated in cash with the amount of payment subject to
conditions specified by the Committee, including service conditions and
performance conditions.
No participant may be granted, during any three-year period, awards
consisting of stock options or stock appreciation rights exercisable for more
than 12.5 percent of the shares of Common Stock originally reserved for
issuance under the Plan.
Payment of awards may be made in cash or Common Stock or combinations
thereof, as determined by the Committee. An award may provide for the granting
or issuance of additional, replacement or alternative awards upon the
occurrence of specified events, including the exercise of the original award.
An award may provide for a tax gross-up payment to a participant if a change
in control of the Company results in the participant owing an excise tax or
other tax above the rate ordinarily applicable, pursuant to the parachute tax
provisions of Section 280G of the Internal Revenue Code or otherwise. The
gross-up payment would be in an amount such that the net amount received by the
participant, after paying the increased tax and any additional taxes on the
additional amount, would be equal to that receivable by the participant if the
increased tax were not applicable.
The Board of Directors may amend, modify, suspend or terminate the Incentive
Plan for the purpose of meeting or addressing any changes in legal requirements
or for any other purpose permitted by law except that (i) no amendment or
alteration that would impair the rights under any award
20
<PAGE>
previously granted will be made without the award holder's consent and (ii) no
amendment or alteration will be effective prior to approval by the Company's
stockholders to the extent such approval is then required pursuant to Rule 16b-
3 promulgated under the Securities Exchange Act in order to preserve the
applicability of any exemption provided by such rule to any award then
outstanding (unless the holder of such award consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements.
The holder of a nonqualified stock option will recognize no taxable income as
a result of the grant of the stock option. Upon the exercise of the stock
option, however, the holder of a nonqualified stock option will recognize
taxable ordinary income in an amount equal to the difference between the fair
market value of the shares on the date of exercise and the exercise or purchase
price (or in the case of relinquishment in an amount equal to the sum of the
cash received and the fair market value of the shares or award received
determined on the date of exercise) and, correspondingly, the Company will be
entitled to an income tax deduction for such amount.
Upon the exercise of an incentive stock option, the stock option holder
generally will not recognize taxable income by reason of the exercise, and the
Company normally will not be entitled to any income tax deduction. If the stock
option holder disposes of the shares acquired upon the exercise of an incentive
stock option after satisfaction of certain minimum holding periods, any gain
realized will be capital gain. Gain attributable to post-exercise appreciation
of stock acquired upon the exercise of a nonqualified or incentive stock option
will be capital gain if the stock option holder has held the shares as a
capital asset and for more than one year. If a stock option holder disposes of
the shares acquired upon the exercise of an incentive stock option within the
minimum holding periods, the stock option holder would recognize ordinary
income, and the Company would be entitled to a commensurate income tax
deduction (except with respect to post-exercise appreciation).
The grant of a stock appreciation right will produce no U.S. federal tax
consequences for the participant or the Company. The exercise of a stock
appreciation right results in taxable income to the participant, equal to the
difference between the exercise price of the shares and the market price of the
shares on the date of exercise, and a corresponding tax deduction to the
Company.
A participant under the Incentive Plan who has been granted an award of
restricted shares of Common Stock will not realize taxable income at the time
of the grant, and the Company will not be entitled to a tax deduction at the
time of the grant, unless the participant makes an election to be taxed at the
time of the award. When the restrictions lapse, the participant will recognize
taxable income in an amount equal to the excess of the fair market value of the
shares at such time over the amount, if any, paid for such shares. The Company
will be entitled to a corresponding tax deduction. Dividends paid to the
participant during the restriction period will also be compensation income to
the participant and deductible as such by the Company. The holder of a
restricted stock award may elect to be taxed at the time of grant of the
restricted stock award on the market value of the shares, in which case (1) the
Company will be entitled to a deduction at the same time and in the same
amount, (2) dividends paid to the participant during the restriction period
will be taxable as dividends to him and not deductible by the Company, and (3)
there will be no further federal income tax consequences when the restrictions
lapse.
21
<PAGE>
The allocation of awards under the Incentive Plan is not currently
determinable as such allocation is dependent upon future decisions to be made
by the Committee in its sole discretion, subject to the applicable provisions
of the Incentive Plan.
The Board of Directors recommends that the Incentive Plan be approved.
Approval will require the affirmative vote of the holders of a majority of the
shares of Common Stock represented and entitled to vote at the meeting. For the
purpose of such determination, abstentions will have the same effect as votes
cast against approval of the Incentive Plan, and broker non-votes will have no
effect on the determination of outcome of the vote.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Based solely upon a review of Forms 3, 4 and 5 submitted to the Company
during and with respect to 1993 and written representations from certain
reporting persons that no Forms 5 were required from such persons, the Company
believes that all of the directors and officers of the Company have timely
filed their respective Forms 3, 4 or 5 required by Section 16 (a) of the
Securities Exchange Act during 1993 or prior years, with the following
exceptions: Mr. Baine P. Kerr filed an amendment to a Form 4 to correct an
error as to the number of shares sold in a previously reported transaction, and
Mr. J. Hugh Liedtke filed a late report with respect to a change in the nature
of his ownership of shares.
OTHER BUSINESS
Management does not intend to bring any business before the meeting other
than the matters referred to in the accompanying notice. If, however, any other
matters properly come before the meeting, it is intended that the persons named
in the accompanying proxy will vote pursuant to the proxy in accordance with
their best judgment on such matters to the extent permitted by applicable law
and regulations. The discretionary authority includes matters which the Board
of Directors does not know are to be presented at the meeting by others and any
proposals of stockholders omitted from the proxy material pursuant to Rule 14a-
8 of the Securities and Exchange Commission.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 1995
annual meeting, and otherwise eligible, must be received by the Company (at the
address indicated in the accompanying notice) no later than November 16, 1994
to be included in the Company's proxy material and form of proxy relating to
that meeting.
By Order of the Board of Directors
(Signature of Karl E. Elers appears here)
Karl E. Elers
Chairman of the Board
March 16, 1994
22
<PAGE>
ANNEX A
1994 LONG-TERM INCENTIVE PLAN
OF
BATTLE MOUNTAIN GOLD COMPANY
1. Objectives. The 1994 Long-Term Incentive Plan (the "Plan") of Battle
Mountain Gold Company, a Nevada corporation (the "Company"), is designed to
retain key executives and other selected employees and reward them for making
major contributions to the success of the Company and its Subsidiaries (as
hereinafter defined). These objectives are to be accomplished by making awards
under the Plan and thereby providing Participants (as hereinafter defined) with
a proprietary interest in the growth and performance of the Company and its
Subsidiaries.
2. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:
"Award" means the grant of any form of stock option, stock appreciation
right, stock award or cash award, whether granted singly, in combination or in
tandem, to a Participant pursuant to any applicable terms, conditions and
limitations as the Committee may establish in order to fulfill the objectives
of the Plan.
"Award Agreement" means a written agreement between the Company and a
Participant that sets forth the terms, conditions and limitations applicable to
an Award.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Committee" means such committee of the Board as is designated by the Board
to administer the Plan. The Committee shall be constituted to permit the Plan
to comply with Rule 16b-3, as hereinafter defined.
"Common Stock" means the Common Stock, par value $0.10 per share, of the
Company.
"Director" means an individual serving as a member of the Board.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.
"Fair Market Value" means, as of a particular date, (i) if the shares of
Common Stock are listed on a national securities exchange, the closing sales
price per share of Common Stock on the consolidated transaction reporting
system for the principal such national securities exchange on that date, or, if
there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (ii) if the shares of
Common Stock are not so listed but are quoted in the NASDAQ
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<PAGE>
National Market System, the closing sales price per share of Common Stock on
the NASDAQ National Market System on that date, or, if there shall have been no
such sale so reported on that date, on the last preceding date on which such a
sale was so reported or (iii) if the Common Stock is not so listed or quoted,
the mean between the closing bid and asked price on that date, or, if there are
no quotations available for such date, on the last preceding date on which such
quotations shall be available, as reported by NASDAQ, or, if not reported by
NASDAQ, by the National Quotation Bureau, Inc.
"Participant" means an employee of the Company or any of its Subsidiaries to
whom an Award has been made under this Plan.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or any
successor rule.
"Subsidiary" means any corporation of which the Company directly or
indirectly owns shares representing more than 50% of the voting power of all
classes or series of capital stock of such corporation which have the right to
vote generally on matters submitted to a vote of the stockholders of such
corporation.
3. Eligibility. Employees of the Company and its Subsidiaries eligible for an
Award under this Plan are those who hold positions of responsibility and whose
performance, in the judgment of the Committee, can have a significant effect on
the success of the Company and its Subsidiaries.
4. Common Stock Available for Awards. There shall be available for Awards
granted wholly or partly in Common Stock (including rights or options which may
be exercised for or settled in Common Stock) during the term of this Plan an
aggregate of 4,000,000 shares of Common Stock. Notwithstanding the foregoing,
not more than an aggregate of 1,000,000 shares of Common Stock shall be
available for Awards other than stock options and stock appreciation rights
granted at an exercise or strike price not less than the Fair Market Value on
the date of grant. The Board of Directors and the appropriate officers of the
Company shall from time to time take whatever actions are necessary to file
required documents with governmental authorities and stock exchanges and
transaction reporting systems to make shares of Common Stock available for
issuance pursuant to Awards. Common Stock related to Awards that are forfeited
or terminated, expire unexercised, are settled in cash in lieu of Stock or in a
manner such that all or some of the shares covered by an Award are not issued
to a Participant, or are exchanged for Awards that do not involve Common Stock,
shall immediately become available for Awards hereunder. The Committee may from
time to time adopt and observe such procedures concerning the counting of
shares against the Plan maximum as it may deem appropriate under Rule 16b-3.
5. Administration. This Plan shall be administered by the Committee, which
shall have full and exclusive power to interpret this Plan and to adopt such
rules, regulations and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan.
Unless otherwise provided in an Award Agreement with respect to a particular
award, the Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or exercisability of an
Award,
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<PAGE>
eliminate or make less restrictive any restrictions contained in an Award,
waive any restriction or other provision of this Plan or an Award or otherwise
amend or modify an Award in any manner that is either (i) not adverse to the
Participant holding such Award or (ii) consented to by such Participant. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. Any decision of
the Committee in the interpretation and administration of this Plan shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. No member of the Committee or officer of the
Company to whom it has delegated authority in accordance with the provisions of
Paragraph 6 of this Plan shall be liable for anything done or omitted to be
done by him or her, by any member of the Committee or by any officer of the
Company in connection with the performance of any duties under this Plan,
except for his or her own willful misconduct or as expressly provided by
statute.
6. Delegation of Authority. The Committee may delegate to the Chief Executive
Officer and to other senior officers of the Company its duties under this Plan
pursuant to such conditions or limitations as the Committee may establish,
except that the Committee may not delegate to any person the authority to grant
Awards to, or take other action with respect to, Participants who are subject
to Section 16 of the Exchange Act.
7. Awards. The Committee shall determine the type or types of Awards to be
made to each Participant under this Plan. Each Award made hereunder shall be
embodied in an Award Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Committee in its sole discretion and
shall be signed by the Participant and by the Chief Executive Officer, the
Chief Operating Officer, or any Vice President of the Company for and on behalf
of the Company. Awards may consist of those listed in this Paragraph 7 and may
be granted singly, in combination or in tandem. Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives to, grants
or rights under this Plan or any other employee plan of the Company or any of
its Subsidiaries, including the plan of any acquired entity. An Award may
provide for the granting or issuance of additional, replacement or alternative
Awards upon the occurrence of specified events, including the exercise of the
original Award. An Award may provide that to the extent that the acceleration
of vesting or any payment made to a Participant under this Plan in the event of
a change of control of the Company is subject to federal income, excise, or
other tax at a rate above the rate ordinarily applicable to like payments paid
in the ordinary course of business ("Penalty Tax"), whether as a result of the
provisions of Sections 280G and 4999 of the Code, any similar or analogous
provisions of any statute adopted subsequent to the date hereof, or otherwise,
then the Company shall be obligated to pay such Participant an additional
amount of cash (the "Additional Amount") such that the net amount received by
such Participant, after paying any applicable Penalty Tax and any federal or
state income tax on such Additional Amount, shall be equal to the amount that
such Participant would have received if such Penalty Tax were not applicable.
Notwithstanding anything herein to the contrary, no Participant may be granted,
during any 3-year period, Awards consisting of stock options or stock
appreciation rights exercisable for more than 12.5 percent of the shares of
Common Stock reserved for issuance under the Plan.
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<PAGE>
(a) Stock Option. An Award may consist of a right to purchase a specified
number of shares of Common Stock at a specified price that is not less than the
greater of (i) the Fair Market Value of the Common Stock on the date of grant
and (ii) the par value of the Common Stock on the date of grant. A stock option
may be in the form of an incentive stock option ("ISO") which, in addition to
being subject to applicable terms, conditions and limitations established by
the Committee, complies with Section 422 of the Code.
(b) Stock Appreciation Right. An Award may consist of a right to receive a
payment, in cash or Common Stock, equal to the excess of the Fair Market Value
or other specified valuation of a specified number of shares of Common Stock on
the date the stock appreciation right ("SAR") is exercised over a specified
strike price as set forth in the applicable Award Agreement.
(c) Stock Award. An Award may consist of Common Stock or may be denominated
in units of Common Stock. All or part of any stock award may be subject to
conditions established by the Committee, and set forth in the Award Agreement,
which may include, but are not limited to, continuous service with the Company
and its Subsidiaries, achievement of specific business objectives, increases in
specified indices, attaining specified growth rates and other comparable
measurements of performance. Such Awards may be based on Fair Market Value or
other specified valuations. The certificates evidencing shares of Common Stock
issued in connection with a stock award shall contain appropriate legends and
restrictions describing the terms and conditions of the restrictions applicable
thereto.
(d) Cash Award. An Award may be denominated in cash with the amount of the
eventual payment subject to future service and such other restrictions and
conditions as may be established by the Committee, and set forth in the Award
Agreement, including, but not limited to, continuous service with the Company
and its Subsidiaries, achievement of specific business objectives, increases in
specified indices, attaining specified growth rates and other comparable
measurements of performance.
8. Payment of Awards.
(a) General. Payment of Awards may be made in the form of cash or Common
Stock or combinations thereof and may include such restrictions as the
Committee shall determine, including in the case of Common Stock, restrictions
on transfer and forfeiture provisions. As used herein, "Restricted Stock" means
Common Stock that is restricted or subject to forfeiture provisions.
(b) Deferral. With the approval of the Committee, payments may be deferred,
either in the form of installments or a future lump sum payment. The Committee
may permit selected Participants to elect to defer payments of some or all
types of Awards in accordance with procedures established by the Committee. Any
deferred payment, whether elected by the Participant or specified by the Award
Agreement or by the Committee, may be forfeited if and to the extent that the
Award Agreement so provides.
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<PAGE>
(c) Dividends and Interest. Dividends or dividend equivalent rights may be
extended to and made part of any Award denominated in Common Stock or units of
Common Stock, subject to such terms, conditions and restrictions as the
Committee may establish. The Committee may also establish rules and procedures
for the crediting of interest on deferred cash payments and dividend
equivalents for deferred payment denominated in Common Stock or units of Common
Stock.
(d) Substitution of Awards. At the discretion of the Committee, a Participant
may be offered an election to substitute an Award for another Award or Awards
of the same or different type.
9. Stock Option Exercise. The price at which shares of Common Stock may be
purchased under a stock option shall be paid in full at the time of exercise in
cash or, if permitted by the Committee, by means of tendering Common Stock or
surrendering another Award, including Restricted Stock, valued at Fair Market
Value on the date of exercise, or any combination thereof. The Committee shall
determine acceptable methods for tendering Common Stock or other Awards to
exercise a stock option as it deems appropriate. If permitted by the Committee,
payment may be made by successive exercises by the Participant. The Committee
may provide for loans from the Company to permit the exercise or purchase of
Awards and may provide for procedures to permit the exercise or purchase of
Awards by use of the proceeds to be received from the sale of Common Stock
issuable pursuant to an Award. Unless otherwise provided in the applicable
Award Agreement, in the event shares of Restricted Stock are tendered as
consideration for the exercise of a stock option, a number of the shares issued
upon the exercise of the stock option, equal to the number of shares of
Restricted Stock used as consideration therefor, shall be subject to the same
restrictions as the Restricted Stock so submitted as well as any additional
restrictions that may be imposed by the Committee.
10. Tax Withholding. The Company shall have the right to deduct applicable
taxes from any Award payment and withhold, at the time of delivery or vesting
of cash or shares of Common Stock under this Plan, an appropriate amount of
cash or number of shares of Common Stock or a combination thereof for payment
of taxes required by law or to take such other action as may be necessary in
the opinion of the Company to satisfy all obligations for withholding of such
taxes. The Committee may also permit withholding to be satisfied by the
transfer to the Company of shares of Common Stock theretofore owned by the
holder of the Award with respect to which withholding is required. If shares of
Common Stock are used to satisfy tax withholding, such shares shall be valued
based on the Fair Market Value when the tax withholding is required to be made.
11. Amendment, Modification, Suspension or Termination. The Board may amend,
modify, suspend or terminate this Plan for the purpose of meeting or addressing
any changes in legal requirements or for any other purpose permitted by law
except that (i) no amendment or alteration that would impair the rights of any
Participant under any Award previously granted to such Participant shall be
made without such Participant's consent and (ii) no amendment or alteration
shall be effective prior to approval by the Company's stockholders to the
extent such approval is then required pursuant to Rule 16b-3 in order to
preserve the applicability of any exemption provided by such rule to any Award
then outstanding (unless the holder of such Award consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements.
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<PAGE>
12. Termination of Employment. Upon the termination of employment by a
Participant, any unexercised, deferred or unpaid Awards shall be treated as
provided in the specific Award Agreement evidencing the Award. In the event of
such a termination, the Committee may, in its discretion, provide for the
extension of the exercisability of an Award, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any restrictions
contained in an Award, waive any restriction or other provision of this Plan or
an Award or otherwise amend or modify the Award in any manner that is either
(i) not adverse to such Participant or (ii) consented to by such Participant.
13. Assignability. Unless otherwise determined by the Committee and provided
in the Award Agreement, no Award or any other benefit under this Plan
constituting a derivative security within the meaning of Rule 16a-1(c) under
the Exchange Act shall be assignable or otherwise transferable except by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder. The Committee may prescribe and
include in applicable Award Agreements other restrictions on transfer. Any
attempted assignment of an Award or any other benefit under this Plan in
violation of this Paragraph 13 shall be null and void.
14. Adjustments.
(a) The existence of outstanding Awards shall not affect in any manner the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to the
Common Stock) or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of
the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of outstanding shares of
Common Stock or declaration of a dividend payable in shares of Common Stock or
capital reorganization or reclassification or other transaction involving an
increase or reduction in the number of outstanding shares of Common Stock, the
Committee may adjust proportionally (i) the number of shares of Common Stock
reserved under this Plan and covered by outstanding Awards denominated in
Common Stock or units of Common Stock; (ii) the exercise or other price in
respect of such Awards; and (iii) the appropriate Fair Market Value and other
price determinations for such Awards. In the event of any consolidation or
merger of the Company with another corporation or entity or the adoption by the
Company of a plan of exchange affecting the Common Stock or any distribution to
holders of Common Stock of securities or property (other than normal cash
dividends or dividends payable in Common Stock), the Committee shall make such
adjustments or other provisions as it may deem equitable, including adjustments
to avoid fractional shares, to give proper effect to such event. In the event
of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Committee shall be authorized to
issue or assume stock options, regardless of whether in a transaction to which
Section 424(a) of the Code applies, by means of substitution of new options
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<PAGE>
for previously issued options or an assumption of previously issued options, or
to make provision for the acceleration of the exercisability of, or lapse of
restrictions with respect to, Awards and the termination of unexercised options
in connection with such transaction.
15. Restrictions. No Common Stock or other form of payment shall be issued
with respect to any Award unless the Company shall be satisfied based on the
advice of its counsel that such issuance will be in compliance with applicable
federal and state securities laws. It is the intent of the Company that this
Plan comply with Rule 16b-3 with respect to persons subject to Section 16 of
the Exchange Act unless otherwise provided herein or in an Award Agreement,
that any ambiguities or inconsistencies in the construction of this Plan be
interpreted to give effect to such intention, and that if any provision of this
Plan is found not to be in compliance with Rule 16b-3, such provision shall be
null and void to the extent required to permit this Plan to comply with Rule
16b-3. Certificates evidencing shares of Common Stock delivered under this Plan
may be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any securities exchange
or transaction reporting system upon which the Common Stock is then listed and
any applicable federal and state securities law. The Committee may cause a
legend or legends to be placed upon any such certificates to make appropriate
reference to such restrictions.
16. Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock or
rights thereto, this Plan shall be unfunded. Although bookkeeping accounts may
be established with respect to Participants who are entitled to cash, Common
Stock or rights thereto under this Plan, any such accounts shall be used merely
as a bookkeeping convenience. The Company shall not be required to segregate
any assets that may at any time be represented by cash, Common Stock or rights
thereto, nor shall this Plan be construed as providing for such segregation,
nor shall the Company nor the Board nor the Committee be deemed to be a trustee
of any cash, Common Stock or rights thereto to be granted under this Plan. Any
liability or obligation of the Company to any Participant with respect to a
grant of cash, Common Stock or rights thereto under this Plan shall be based
solely upon any contractual obligations that may be created by this Plan and
any Award Agreement, and no such liability or obligation of the Company shall
be deemed to be secured by any pledge or other encumbrance on any property of
the Company. Neither the Company nor the Board nor the Committee shall be
required to give any security or bond for the performance of any obligation
that may be created by this Plan.
17. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions
of the Code or the securities laws of the United States, shall be governed by
and construed in accordance with the laws of the State of Nevada.
18. Effective Date of Plan. This Plan shall be effective as of the date (the
"Effective Date") it is approved by the Board of Directors of the Company.
Notwithstanding the foregoing, the adoption of this Plan is expressly
conditioned upon the approval by the holders of a majority of shares of Common
Stock present, or represented, and entitled to vote at a meeting of the
Company's stockholders held on or before December 31, 1994. If the stockholders
of the Company should fail so to approve this Plan prior to such date, this
Plan shall terminate and cease to be of any further force or effect and all
grants of Awards hereunder shall be null and void.
7
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(Logo of Battle Mountain Gold Company appears here)
<PAGE>
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PROXY
BATTLE MOUNTAIN GOLD COMPANY
Proxy Solicited on Behalf of the Board of Directors
Annual Meeting of Stockholders to be held Thursday, April 21, 1994
The undersigned hereby appoints Joseph L. Mazur, R. Dennis O'Connell and
Robert J. Quinn, jointly and severally, proxies, with full power of substitution
and with discretionary authority, to represent and to vote, in accordance with
the instructions set forth below, all shares of Common Stock which the
undersigned is entitled to vote at the 1994 annual meeting of stockholders of
Battle Mountain Gold Company, or any adjournments thereof, for the election of
directors (other than any for whom authority to vote is withheld on the reverse)
and upon such other business as may properly come before the meeting.
(Continued and to be signed and dated on other side)
- -------------------------------------------------------------------------------
UNLESS A CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS
LISTED.
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS /x/ FOR all nominees listed below /x/ WITHHOLD AUTHORITY to vote /x/ EXCEPTIONS
for all nominees listed below
</TABLE>
Douglas J. Bourne, Delo H. Caspary, Rodney L. Gray
*INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name above.
For Against Abstain
2. PROPOSAL TO APPROVE THE APPOINTMENT OF /x/ /x/ /x/
ARTHUR ANDERSEN & CO. as the independent
public accountants for the Company in 1994.
For Against Abstain
3. PROPOSAL TO APPROVE THE COMPANY'S 1994 /x/ /x/ /x/
LONG-TERM INCENTIVE PLAN.
PROXY DEPARTMENT Change of Address
NEW YORK, N.Y. 10203-0394 and/or Comments Mark Here /x/
Date: , 1994
---------------------------
--------------------------------------
(Signature of Stockholder)
(In signing as Attorney, Administrator,
Executor, Guardian, Trustee or Corporate
Officer, please add your title as such.)
Votes must be indicated (X) in Black
or Blue Ink. /x/
Please sign, date and return promptly.
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