SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
[Amendment No. ___________]
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
BATTLE MOUNTAIN GOLD COMPANY
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) or Schedule 14A.
/ / $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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
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(4) Date filed:
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<PAGE>
NOTICE OF ANNUAL MEETING
APRIL 27, 1995
AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 27, 1995
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 27, 1995, at 10:30 a.m., Houston time, for the
following purposes:
1. To elect three directors;
2. To ratify the appointment of Price Waterhouse LLP as the independent
public accountants for the Company for 1995; and
3. 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 10, 1995, 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; however, you are requested
to mark, sign, date and return the accompanying proxy as soon as possible.
By Order of the Board of Directors
Robert J. Quinn
Vice President, General Counsel
and Secretary
March 22, 1995
333 Clay Street, 42nd Floor
Houston, Texas 77002
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are being mailed to
stockholders beginning on or about March 22, 1995. 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 ratification of Price Waterhouse LLP as the Company's independent
public accountants for 1995 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 10, 1995, the record date for determining stockholders entitled
to vote at the meeting, there were 80,959,302 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
-1-
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.
The Company's Annual Report to Stockholders, including financial statements,
for the year ended December 31, 1994, 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. Crosby, Pate and Wise as directors.
Messrs. Crosby, Pate and Wise are presently members of the Board of Directors of
the Company.
The three directors elected at the meeting will each serve for a term of
three years, ending in 1998. 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 present terms of office of the six directors
named below whose terms will continue after this meeting expire in either 1996
or 1997, 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 10, 1995, position with the Company and business
experience during the past five years.
NAME, AGE AND BUSINESS EXPERIENCE
JACK R. CROSBY has been Chairman of the Board and Chief
Executive Officer of the Rust Group (investments,
property 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. Mr. Crosby is a
member of the Company's Compensation and Stock Option
Committee. He is 68 years of age.
-2-
TED H. PATE was President and Chief Operating Officer of
the Company until April 1988. He then served as Chairman
of the Executive Committee until his retirement in June
1988. Mr. Pate became a director of the Company in 1985.
Mr. Pate is a member of the Company's Finance and Audit
Committee. He is 68 years of age.
WILLIAM A. WISE has served as Chairman of the Board,
President and Chief Executive Officer of El Paso Natural
Gas Company, an integrated natural gas company, since
January 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 has been a director of the Company since
1994. Mr. Wise is a member of the Company's Compensation
and Stock Option Committee. He is 49 years old.
DIRECTORS WITH TERMS EXPIRING IN 1996 AND 1997 -- The following sets forth
information concerning the six directors of the Company whose present terms will
continue until 1996 or 1997, including information as to each director's age as
of March 10, 1995, 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
Executive Officer of the Company until his retirement in
April 1990. Mr. Bourne serves as Chairman of the
Company's 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 72 years of age and is also a director
of Potash Corporation of Saskatchewan, Inc.
-3-
DELO H. CASPARY has been engaged for more than five years
in managing his personal investments. He became a
director of the Company in 1985, and his present term
expires in 1997. Mr. Caspary is also a director of
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 69 years old.
CHARLES E. CHILDERS has served as Chairman of the Board,
President and Chief Executive Officer of Potash
Corporation of Saskatchewan, Inc. (mining and processing
of potash) since 1990. From 1987 through 1990, Mr.
Childers served as 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 as Chairman of the Compensation and Stock Option
Committee. He is 62 years old.
KARL E. ELERS is Chairman of the Board and Chief
Executive Officer of the Company. Mr. Elers is a member
of the 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 56 years old.
RODNEY L. GRAY has served as Managing Director of Enron
Capital & Trade Resources, Inc., since October 1994. From
July 1993 through October 1994, he served as Chairman and
Chief Executive Officer for Enron International, Inc., a
subsidiary of Enron Corporation, an integrated natural
gas company. 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. Mr. Gray is also a director of
Harmon Industries, Inc. and Enron Global Power &
Pipelines. He became
a director of the Company in 1993, and his present term
expires in 1997. Mr. Gray serves on the Finance and Audit
Committee. He is 42 years old.
-4-
KENNETH R. WERNEBURG has been President and Chief
Operating Officer of the Company since April 1990, having
previously served as Executive Vice President of the
Company since November 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 53 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 properly report 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. Childers
(Chairman), Crosby and Wise. 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.
The Environmental Affairs and Ethics Committee of the Board of Directors of
the Company is composed of Messrs. Elers (Chairman) and Bourne. 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 1994, the Board of Directors held four regular meetings. During
1994, the Finance and Audit Committee, the Compensation and Stock Option
Committee and the Environmental Affairs and Ethics Committee each met on four
occasions. All directors, with the exception of Mr. Gray, attended at least 75
percent of the aggregate number of meetings of the Board of Directors and the
committees on which they served.
-5-
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. Messrs. Pate and Wise
participated in the DISOP in 1994, acquiring an option to purchase 15,000 shares
of Common Stock at an exercise price of $9.775 per share and 8,250 shares of
Common Stock at an exercise price of $8.675 per share, respectively. 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 date of the annual meeting 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.
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 10, 1995, 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 10, 1995, there was no person known to the Company to be the
beneficial owner of more than 5 percent of the Common Stock.
-6-
NUMBER OF PERCENTAGE
NAME SHARES OF CLASS
- ------------------------------------- ---------- ----------
Douglas J. Bourne.................... 146,190(1) *
Delo H. Caspary...................... 49,500(2) *
Charles E. Childers.................. 10,500(3) *
Jack R. Crosby....................... 59,875(4) *
Andre J. Douchane.................... 85,487(5) *
Karl E. Elers........................ 349,448(6) *
Rodney L. Gray....................... 8,000(4) *
Joseph L. Mazur...................... 166,363(7) *
R. Dennis O'Connell.................. 81,459(8) *
Ted H. Pate.......................... 51,156(9) *
Kenneth R. Werneburg................. 221,596(10) *
William A. Wise...................... 14,750(4) *
All directors and executive officers
as a group (14 persons)............ 1,461,884(11) 1.8%
- ---------
(1) Includes 750 shares jointly owned by Mr. Bourne and his wife, and 9,500
shares issuable upon the exercise of stock options acquired under the
Company's option plans.
(2) Includes 9,500 shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(3) Includes 8,000 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 82,933 shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(6) Includes 284,777 shares issuable upon the exercise of stock options
acquired under the Company's option plans.
(7) Includes 135,455 shares issuable upon the exercise of stock options
acquired under the Company's option plans.
(8) Includes 77,333 shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(9) Includes 45,000 shares issuable upon the exercise of stock options acquired
under the Company's option plans.
(10) Includes 196,566 shares issuable upon the exercise of stock options
acquired under the Company's option plans.
(11) Includes 1,138,454 shares issuable upon the exercise of stock options
acquired under the Company's option plans.
* Less than 1%.
-7-
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE -- The table set forth below contains information
regarding compensation for services in all capacities to the Company for 1994,
1993 and 1992 of those persons who (i) served as the chief executive officer of
the Company during 1994 and (ii) were the other four most highly compensated
executive officers of the Company at December 31, 1994. The format and the
information presented are as prescribed in rules of the Securities and Exchange
Commission.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ----------------------- ---------
---------------------------------- RESTRICTED SECURITIES LTIP
NAME AND PRINCIPAL BONUS OTHER ANNUAL STOCK UNDERLYING PAYOUTS
POSITION YEAR SALARY <F1> COMPENSATION AWARDS OPTIONS <F2>
- ------------------------------------- ----- --------- --------- ------------ ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Karl E. Elers 1994 $ 332,858 $ 180,030 -- -- 53,700 --
Chairman of the 1993 315,902 106,797 -- -- 138,400 $338,865
Board and Chief 1992 312,692 101,361 -- -- 17,000 --
Executive Officer
Kenneth R. Werneburg 1994 256,212 143,443 -- -- 42,800 --
President and Chief 1993 251,702 85,092 -- -- 108,400 265,772
Operating Officer 1992 249,115 80,728 -- -- 14,000 --
R. Dennis O'Connell 1994 165,401 72,012 -- -- 23,400 --
Vice President -- 1993 157,951 42,719 -- -- 58,400 --
Finance and Chief 1992 101,346 13,807 -- -- 15,000 --
Financial Officer
Andre J. Douchane 1994 160,846 69,314 -- -- 22,500 --
Vice President -- 1993 150,324 40,772 -- -- 58,400 --
Operations 1992 145,954 37,840 -- -- 6,500 --
Joseph L. Mazur 1994 156,863 68,295 -- -- 22,600 --
Vice President -- 1993 149,799 40,514 -- -- 58,400 128,043
Administration and 1992 148,346 38,458 -- -- 6,500 --
Communications
ALL OTHER
NAME AND PRINCIPAL COMPENSATION
POSITION <F3>
- ------------------------------------- ------------
Karl E. Elers $ 21,741
Chairman of the 15,590
Board and Chief 13,313
Executive Officer
Kenneth R. Werneburg 17,323
President and Chief 13,137
Operating Officer 10,017
R. Dennis O'Connell 12,475
Vice President -- 8,571
Finance and Chief 2,146
Financial Officer
Andre J. Douchane 12,400
Vice President -- 8,227
Operations 4,737
Joseph L. Mazur 12,308
Vice President -- 8,204
Administration and 5,662
Communications
- ------------
<FN>
<F1>Amounts reported in the Bonus column include, in addition to cash bonuses
under the Company's Productivity Bonus Plan, 1992 amounts for restricted
stock awards with vesting periods of less than one year as follows: $47,673
for Mr. Elers, $37,953 for Mr. Werneburg, $9,187 for Mr. O'Connell, $17,400
for Mr. Douchane and $18,088 for Mr. Mazur.
<F2>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 period ended June 30,
1993. 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.
<F3>Consists of the Company's contributions (vested and unvested) under the
Company's Savings Plan and a related contribution equalization plan of
$12,708 and $9,033 in 1994, $10,612 and $4,978 in 1993, and $7,612 and
$5,701 in 1992 for Mr. Elers; $10,126 and $7,196 in 1994, $10,612 and $2,525
in 1993, and $6,874 and $3,143 in 1992 for Mr. Werneburg; $9,240 and $3,234
in 1994, $8,571 in 1993, and $2,146 in 1992
-8-
for Mr. O'Connell; $9,240 and $3,160 in 1994, $8,227 in 1993, and $2,146
in 1992 for Mr. Douchane; and $5,662 and $3,068 in 1994, $8,204 in 1993,
and $5,662 in 1992 for Mr. Mazur.
</FN>
</TABLE>
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 1994 Long-Term Incentive Plan during
1994. All of such options have an exercise price equal to the market price on
the date of grant.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS GRANT DATE
UNDERLYING GRANTED TO EXERCISE PRESENT
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION VALUE
NAME GRANTED<F1> 1994 SHARE DATE <F2>
- ------------------------------------- ----------- ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Karl E. Elers........................ 53,700 13.0 $ 9.2656 4/21/04 $ 328,698
Kenneth R. Werneburg................. 42,800 10.4 9.2656 4/21/04 261,979
R. Dennis O'Connell.................. 23,400 5.7 9.2656 4/21/04 143,231
Andre J. Douchane.................... 22,500 5.5 9.2656 4/21/04 137,723
Joseph L. Mazur...................... 22,600 5.5 9.2656 4/21/04 138,335
- ---------
<FN>
<F1>All options granted to the named executive officers were granted on April
21, 1994 and have exercise prices equal to the closing price of the Common
Stock on the New York Stock Exchange Composite Tape on that date. The
options become exercisable on April 21, 1995 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. A change of control is
deemed to occur for this purpose if (i) a person or group becomes the
beneficial owner of 30 percent or more of the Company's outstanding voting
securities, (ii) a tender offer, merger or other business combination or a
contested election results in a change in the composition of a majority of
the Board of Directors, (iii) a merger or consolidation results in less than
70 percent of the outstanding voting securities of the surviving or
resulting corporation being owned by former shareholders of the Company
(other than parties to the merger or consolidation or their affiliates),
(iv) a tender offer is consummated for 30 percent or more of the Company's
outstanding voting securities or (v) the Company transfers all or
substantially all of its assets to another corporation not a wholly-owned
subsidiary of the Company.
<F2>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 49.0 percent
based on one-year historical volatility of the Common Stock prior to the
grant date, a risk-free rate of return of 7.2 percent based on the ten-year
zero coupon treasury bond yield at the time of grant, a dividend yield of
0.5 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.
</FN>
</TABLE>
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 1994 and prior years under the Company's 1994 Long-Term
Incentive Plan, 1985 Stock Option Plan and
-9-
1988 Deferred Income Stock Option Plan to the executive officers named in the
Summary Compensation Table and held by them at December 31, 1994 and (ii) the
aggregate number of shares acquired by such executive officers upon the exercise
during 1994 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, 1994 DECEMBER 31, 1994<F1>
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Karl E. Elers........................ 0 $ 0 184,944 145,967 $ 442,868 $ 482,861
Kenneth R. Werneburg................. 0 0 117,633 115,067 377,712 379,525
R. Dennis O'Connell.................. 1,000 4,400 34,466 62,334 155,575 205,083
Andre J. Douchane.................... 0 0 40,966 61,434 152,293 203,466
Joseph L. Mazur...................... 0 0 93,388 61,534 207,091 203,645
- ---------
<FN>
<F1>Based on the closing price of the Common Stock on the New York Stock
Exchange Composite Tape on December 30, 1994 ($11.00).
</FN>
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS TABLE -- The following table presents
information as to long-term incentive plan awards granted during 1994 to the
executive officers named in the Summary Compensation Table pursuant to the
Company's 1994 Long-Term Incentive Plan. Units awarded are denominated in
dollars. The terms of each award provide that at the end of the three-year
performance period, the account of the participant will be credited with a
dollar amount, not to exceed $1.50 per unit. The amount credited depends on the
degree to which performance measures are achieved. The performance measure for
the 1994 awards is a combination of total shareholder return in relation to a
group of peer companies, production growth, reserve growth and production costs
per ounce, with each factor weighted 25 percent. The amounts ultimately credited
with respect to the 1994 awards are to be determined based on actual results
during the three-year period in relation to these targets. Payment of the awards
is to be made one-half at the time of crediting of the account at the end of a
performance period and the balance one year later. Payments may be made in cash,
Common Stock, or a combination thereof, as determined by the Compensation and
Stock Option Committee. The Compensation and Stock Option Committee has
discretion to adjust thresholds and targets during a performance period to take
into account special factors.
<TABLE>
<CAPTION>
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
OTHER PERIOD UNTIL NON-STOCK PRICE-BASED PLANS
NUMBER MATURATION -----------------------------------
NAME OF UNITS OR PAYOUT THRESHOLD TARGET MAXIMUM
- ------------------------------------- --------- -------------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Karl E. Elers........................ 471,436 July 1, 1997 $235,718 $ 471,436 $707,154
Kenneth R. Werneburg................. 375,629 July 1, 1997 187,815 375,629 563,444
R. Dennis O'Connell.................. 188,574 July 1, 1997 94,287 188,574 282,861
Andre J. Douchane.................... 181,873 July 1, 1997 90,937 181,873 272,810
Joseph L. Mazur...................... 178,841 July 1, 1997 89,421 178,841 268,262
</TABLE>
-10-
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
year of service up to a maximum of 35 years. Final average compensation 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. Covered compensation
includes salary, bonus and most other compensation paid or deferred in the year
(including performance unit payments under the Company's 1988 Long-Term
Performance Unit Plan and 1994 Long-Term Incentive Plan but excluding amounts
realized from restricted stock and stock options). However, Section 401(a)(17)
of the Internal Revenue Code of 1986, as amended (the "Code") limits the annual
compensation taken into account for an employee under the Retirement Plan. The
compensation limit imposed by Section 401(a)(17) is $150,000 for 1995. In
addition, Section 415 of the Code limits the annual benefit which may be paid
under the Retirement Plan to $120,000 for 1995.
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<F1> 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$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 94,125 112,950 131,755<F2>
250,000........................... 62,850 83,800 104,750 125,700<F2> 146,650<F2>
300,000........................... 75,600 100,800 126,000<F2> 151,200<F2> 176,400<F2>
350,000........................... 88,350 117,800 147,250<F2> 176,700<F2> 206,150<F2>
400,000........................... 101,100 134,800<F2> 168,500<F2> 202,200<F2> 235,900<F2>
450,000........................... 113,850 151,800<F2> 189,750<F2> 227,700<F2> 265,650<F2>
500,000........................... 126,600<F2> 168,800<F2> 211,000<F2> 253,200<F2> 295,400<F2>
- ---------
<FN>
<F1>Under Section 401(a)(17) of the Code, annual compensation taken into account
is limited to $150,000 for 1994 and 1995 and $200,000 (indexed) for
1989-1993.
<F2>Limited to $120,000 for 1995 by Section 415 of the Code.
</FN>
</TABLE>
-11-
At January 1, 1995, the individuals named in the Summary Compensation Table
had the following years of service under the Retirement Plan: Mr. Elers, seven
years; Mr. Werneburg, five years; Mr. O'Connell, two years; Mr. Douchane, three
years; and Mr. Mazur, 25 years.
The Company has previously entered into supplemental retirement income
agreements with Messrs. Elers, Werneburg, O'Connell, Douchane and Mazur pursuant
to the Company's Executive Supplemental Retirement Income Plan ("SRIP"). 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 base salary 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.
The Company has agreed in principle to establish a supplemental executive
retirement plan ("SERP") to restore benefits lost under the Retirement Plan
because of Code limits. Selected key executives, including the individuals named
in the Summary Compensation Table, would participate. It is expected that at the
time the new SERP is adopted in its final form, the SRIP would be terminated.
Executives who are participants under the SRIP would receive the greater of the
two benefits provided under the SRIP and the new SERP. SERP benefits would be
paid exclusively from the general assets of the Company.
In early 1995, the Company established a split-dollar life insurance program
covering certain executive officers including those named in the Summary
Compensation Table. This program provides for life insurance coverage with a
death benefit of $1,500,000 for Mr. Elers, $1,250,000 for Mr. Werneburg and
$750,000 each for Messrs. O'Connell, Douchane and Mazur, with the executive to
pay the term portion of the premium during a specified period of at least ten
years and the Company to pay the balance. The Company retains the right to
terminate premium payments under any executive officer's policy prior to the end
of the specified period in case of termination of employment, or otherwise upon
six months' notice. Upon death or other termination as to any executive officer,
the Company will be refunded the aggregate amount of the premium payments made
by it in respect of that officer's policy.
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
-12-
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 1994 salaries and covered
incentive compensation would be approximately $1,411,074 for Mr. Elers,
$1,124,056 for Mr. Werneburg, $484,172 for Mr. O'Connell, $472,938 for Mr.
Douchane and $597,636 for Mr. Mazur. The 1988 Long-Term Performance Unit Plan
and the performance unit awards made in 1994 under the 1994 Long-Term Incentive
Plan also contain provisions whereby outstanding performance 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 these
plans in respect of the outstanding performance units would be approximately as
follows: $880,500 for Mr. Elers, $701,500 for Mr. Werneburg, $352,500 for Mr.
O'Connell, $336,000 for Mr. Douchane and $334,000 for Mr. Mazur. Options granted
to these officers under the Company's 1985 Stock Option Plan and 1994 Long-Term
Incentive Plan 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. These agreements and plans 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. Further, after a change of control, the Company will no longer
have the unilateral right to cease making premium payments under the
split-dollar life insurance program described above and all participants under
the SRIP would become fully vested. The definition of change of control in the
foregoing agreements is generally the same as that referred to in note (1) to
the Option Grants Table above.
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 1994. The report also discusses the Committee's bases
for the Chief Executive Officer's compensation for 1994 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
-13-
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, and
total return to shareholders, 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 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 companies. Effective in July 1994,
the Committee approved a 6.5 percent increase in the base salary of the Chief
Executive Officer and increases ranging from 5 percent to 7 percent for other
senior executive officers. After giving effect to the 1994 salary increases, the
Committee believes, based on advice from compensation consultants, that base
salaries of the Chief Executive Officer and senior executive officers were
within the median range in relation to the peer group companies. 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. Based on advice from
compensation consultants, the Company believes these targeted amounts are
generally at the median level in relation to annual bonuses for the peer group
companies referred to above under Base Salary. A bonus multiplier calculation is
made in which
-14-
the target bonus amounts 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 items in the multiplier analysis which 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. In 1994, the Committee amended the Productivity Bonus Plan
to delete a provision that bonuses would be paid only if net return on total
capital exceeded a specified level. The provision would not have limited
payments for 1994 had it remained in effect.
Based on the results of the Productivity Bonus Plan cash flow multiplier
analysis for the first half of 1994, the Committee determined to pay a bonus of
approximately 130 percent of the level targeted for the first half. Based on the
results of the analysis for the second half of 1994, the Committee determined to
pay a bonus of approximately 79 percent of the level targeted for the second
half. The aggregate 1994 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 1994 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 UNITS
In 1994, long-term performance units were granted under the 1994 Long-Term
Incentive Plan with terms similar to those awarded under the 1988 Long-Term
Performance Unit Plan. The terms of the awards provide for payment of a dollar
value (not to exceed $1.50 per unit) if the Company achieves specified long-term
objectives during the course of a three-year performance period. Payments, if
any, are made following the conclusion of the performance period.
Units have been granted 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 recently evaluated by the Company's compensation consultants based on a
competitive analysis of manufacturing and services companies and the percentages
were determined to be generally at the median level. This is a different group
of companies from that utilized for base salary and productivity bonus as a
result of limited data available for long-term incentive compensation plans of
companies in the latter group.
The Committee 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, among others, such factors as targeted increases in
shareholders' equity, cash flow, return on equity,
-15-
return on assets, share price, reserve and production growth, and cost of
production. 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 disposition 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. The multiplier component is part of the plan design
implemented with the assistance of the Company's compensation consultants.
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.
Performance units were granted under the 1994 Long-Term Incentive Plan for
the first time in 1994. Performance measures for the three-year performance
period applicable to the 1994 grants include total shareholder return in
relation to a group of peer companies, production growth, reserve growth and
production cost per ounce, with each factor weighted 25 percent. The Chief
Executive Officer's payout amount will be determined on the same basis as the
other participants.
RESTRICTED STOCK AWARDS
The Committee periodically grants the Chief Executive Officer, senior
executive officers and other key employees restricted stock awards. Shares of
restricted stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of during a restricted period. The Committee determines
the length of the restricted period. No grants of restricted stock were made to
executive officers in 1994.
STOCK OPTION GRANTS
On April 21, 1994, the Committee authorized stock option grants to the Chief
Executive Officer, senior executive officers and other key employees under the
1994 Long-Term Incentive Plan. The option price was the fair market value on the
date of grant, and the options will vest on the first anniversary of the grant
date. The number of shares was determined based on a target percentage of the
executive's base salary at the date of grant and an estimated future value of
the option. The target percentages were determined based on the same competitive
analysis as base salary and productivity bonus and, based on advice from
compensation consultants, were generally at the median level compared to the
peer group companies.
-16-
III. POLICY WITH RESPECT TO THE $1 MILLION DEDUCTIBILITY LIMIT
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 from
the deductibility limit exist for certain performance based compensation. The
Company presently does not anticipate the payment of compensation in the next
few years to be 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
Charles E. Childers (Chairman)
Jack R. Crosby
William A. Wise
-17-
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. (through October 16, 1994) and Pegasus Gold, Inc.) for the
period of five fiscal years commencing December 31, 1989 and ending December 31,
1994. The line graph is based on the assumption that the value of the investment
in Common Stock, the S&P 500 Index and the gold peer index was $100 on December
31, 1989, and that all dividends were reinvested. The component companies in the
peer group index are weighted according to their respective market
capitalizations at the end of each year. Lac Minerals Ltd. was dropped from the
return calculation in October 1994 as a result of its being acquired, and the
then market value attributable to it was assumed to be reinvested in the other
four companies in the index.
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, 1989.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
1989 1990 1991 1992 1993 1994
---- ----- ------ ------ ------ ------
BMG ....................... 100 44.02 48.45 32.04 63.71 69.55
Peer Group ................ 100 78.63 67.37 48.13 90.88 85.47
S&P 500 ................... 100 96.89 126.28 135.89 149.52 151.56
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Finance and Audit Committee of the Board of Directors has approved and
recommends the appointment of Price Waterhouse LLP as independent public
accountants to conduct an audit of the Company's financial statements for the
fiscal year ending December 31, 1995. Ratification of the appointment of the
accountants is being sought in order to give stockholders the opportunity to
express their opinion on the matter. Ratification will require the affirmative
vote of the holders of a majority of the votes cast. Accordingly, abstentions
and broker non-
-18-
votes will have no effect on the determination of the outcome of the vote.
Should ratification not be obtained, the Board of Directors would expect to
reconsider the appointment.
Price Waterhouse LLP replaces the firm of Arthur Andersen LLP as the
Company's independent auditors. The termination by the Company of the engagement
of Arthur Andersen LLP is effective upon the completion of the audit for the
year ended December 31, 1994 and the filing of the Company's Annual Report on
Form 10-K for that year. The reports of Arthur Andersen LLP on the Company's
consolidated financial statements for the years ended December 31, 1993 and 1994
did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 1993 and 1994, and the subsequent interim
period through the termination of the engagement of Arthur Andersen LLP, there
were no disagreements between the Company and Arthur Andersen LLP on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which disagreements, if not resolved to the
satisfaction of Arthur Andersen LLP, would have caused Arthur Andersen LLP to
make reference to the subject matter of the disagreement in their report.
Members of Price Waterhouse LLP and Arthur Andersen LLP are expected to
attend the 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 statements at the meeting if they desire to do so.
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 1994 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 1994 or prior years, with the following exception: Mr. Pate
filed a late report with respect to the acquisition of a stock option.
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.
-19-
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 1996
annual meeting, and otherwise eligible, must be received by the Company (at the
address indicated in the accompanying notice) no later than November 22, 1995 to
be included in the Company's proxy material and form of proxy relating to that
meeting.
By Order of the Board of Directors
Karl E. Elers
Chairman of the Board
March 22, 1995
-20-
<PAGE>
PROXY
BATTLE MOUNTAIN GOLD COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD THURSDAY, APRIL 27, 1995
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 1995 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.)
Battle Mountain Gold Company
P.O. Box 11394
New York, New York 10203-0394
1. Election of Directors
For / / Withheld / / Exceptions* / /
Nominees: Jack R. Crosby, Ted
H. Pate, William A. Wise
*INSTRUCTION: To withhold
authority to vote for any
Individual nominee, strike a
line through the nominee's name
above.
2. Proposal to ratify Auditors
PROPOSAL TO RATIFY THE
APPOINTMENT OF PRICE
WATERHOUSE, LLP as the
independent public accountants
for the Company in 1995.
For / / Against / / Abstain / /
Change of Address
and/or Comments Mark Here / /
Date: , 1995
------------------------
- -------------------------------------------
(Signature of Stockholder)
- -------------------------------------------
(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. / /
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PROXY
BATTLE MOUNTAIN GOLD COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD THURSDAY, APRIL 27, 1995
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 1995 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.
Battle Mountain Gold Company
P.O. Box 11394
New York, New York 10203-0394
(Continued and to be signed and dated on other side.)
1. Election of Directors
The nominees for Directors are: Jack R. Crosby, Ted H. Pate, William A.
Wise
For / / Withheld / / Exceptions* / /
*INSTRUCTION: To withhold authority to vote for any Individual nominee, strike
a line through the nominee's name above.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE, LLP as the
independent public accountants for the Company in 1995.
For / / Withheld / / Abstain / /
Change of Address
and/or Comments Mark Here / /
Date: , 1995
----------------
-----------------------------
(Signature of Stockholder)
-----------------------------
(Signature of Stockholder)
(In signing as Attorney,
Administrator, Executor,
Guardian, Trustee or
Corporate Officer, please add
your title as such.)
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
