<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
PIEDMONT MINING COMPANY, INC.
- --------------------------------------------------------------------------------
(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), or 14a-6(i)(2) or
Item 22(a)(2) of 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 transaction 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:
(4) Date Filed:
<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Piedmont Mining Company, Inc. (the "Company") will be held at the offices of
Kennedy Covington Lobdell & Hickman, L.L.P., NationsBank Corporate Center,
Suite 4200, 100 North Tryon Street, Charlotte, North Carolina, on Wednesday,
June 5, 1996, at 10:30 a.m., Local Time, for the purpose of considering and
acting upon the following:
1. The election of six Directors.
2. Any and all other matters that may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 29,
1996 as the record date for determining the shareholders entitled to notice of
and to vote at the meeting and any adjournment thereof, and only holders of
Common Stock of the Company of record at such date will be entitled to notice
of or to vote at the meeting.
THE BOARD OF DIRECTORS WOULD APPRECIATE THE PROMPT RETURN OF THE
ENCLOSED PROXY, DATED AND SIGNED. THE PROXY MAY BE REVOKED BY YOU AT ANY TIME
BEFORE IT IS EXERCISED AND WILL NOT BE EXERCISED IF YOU ATTEND THE MEETING AND
VOTE IN PERSON.
By Order of the Board of Directors
ROBERT M. SHIELDS, JR.
Chairman of the Board of Directors,
Chief Executive Officer and Treasurer
Charlotte, North Carolina
May 3, 1996
<PAGE> 3
PIEDMONT MINING COMPANY, INC.
4215 STUART ANDREW BOULEVARD
CHARLOTTE, NORTH CAROLINA 28217
----------------------
PROXY STATEMENT
----------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of proxies to be used at the Annual Meeting of
Shareholders of Piedmont Mining Company, Inc. (the "Company") to be held at
the offices of Kennedy Covington Lobdell & Hickman, L.L.P., NationsBank
Corporate Center, Suite 4200, 100 North Tryon Street, Charlotte, North
Carolina, on Wednesday, June 5, 1996, at 10:30 a.m., Local Time. This Proxy
Statement and accompanying Proxy are being sent to the shareholders of the
Company commencing on or about May 3, 1996.
Solicitation other than by mail may be made personally and by
telephone by regularly employed officers and employees of the Company who will
not be additionally compensated therefor. The Company will request brokers,
dealers, banks or voting trustees, or their nominees, who hold stock in their
names for others or hold stock for others who have the right to give voting
instructions, to forward proxy material to their principals and request
authority for the execution of the proxy and will reimburse such institutions
for their reasonable expenses in so doing. The total cost of soliciting
proxies will be borne by the Company.
Any proxy delivered in the accompanying form may be revoked by the
person executing the proxy at any time before the authority thereby granted is
exercised by filing a written request or a duly executed proxy bearing a later
date with the Secretary of Piedmont Mining Company, Inc., 4215 Stuart Andrew
Boulevard, Charlotte, North Carolina 28217. In addition, the powers of the
proxy holder will be suspended if the person executing the proxy is present at
the meeting and elects to vote in person. Proxies received in such form will
be voted as therein set forth at the meeting or any adjournment thereof.
The only matters to be considered at the meeting, so far as is known
to the Board of Directors, are the matters set forth in the Notice of Annual
Meeting of Shareholders and routine matters incidental to the conduct of the
meeting. However, if any other matters should properly come before the meeting
or any adjournment thereof, it is the intention of the persons named in the
accompanying form of proxy, or their substitutes, to vote said proxy in
accordance with their judgment on such matters.
Shareholders present or represented and entitled to vote on a matter
at the meeting or any adjournment thereof will be entitled to one vote on such
matter for each share of the Common Stock of the Company held by them of record
at the close of business on March 29, 1996, which
<PAGE> 4
is the record date for determining the shareholders entitled to notice of and
to vote at such meeting or any adjournment thereof. Voting on all matters,
including the election of Directors, will be by voice vote or by show of hands,
unless the holders of at least 10% of the shares represented at the meeting
demand a vote by ballot prior to the vote. The number of shares of Common
Stock of the Company outstanding on March 29, 1996 was 15,043,869.
PRINCIPAL SHAREHOLDERS AND HOLDINGS OF MANAGEMENT
At March 17, 1996, the only persons known to the Company to be the
beneficial owners of more than 5% of the Common Stock of the Company were as
follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF AND NATURE OF COMMON STOCK
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING
- ------------------- ----------------------- ------------
<S> <C> <C>
Van Eck Associates 2,710,000 18.01%
Corporation (2)
99 Park Avenue
New York, New York 10016
Robert M. Shields, Jr. 970,531 (3) 6.39% (4)
211 East 49th Street
New York, New York 10017
Scudder, Stevens & Clark, Inc. 759,000 (5) 5.04%
345 Park Avenue
New York, New York 10154
- ------------------
</TABLE>
(1) Unless otherwise indicated, each shareholder has sole voting and sole
investment power with respect to all shares beneficially owned.
(2) The information concerning beneficial ownership is derived from a
Schedule 13G dated February 12, 1996 and from Van Eck Associates
Corporation. Van Eck Associates Corporation has advised the Company
that it is a registered investment adviser, and that such shares are
held for funds or trusts managed by it, including 1,270,000 shares
(8.44%) held for International Investors Gold Fund and 1,000,000
shares (6.64%) held for Gold/Resources Fund. International Investors
Gold Fund and Gold/Resources Fund are open end, diversified investment
management companies which concentrate investments in gold mining
shares. The shares of both of such companies are publicly held and
Van Eck Associates Corporation has advised the Company that to its
knowledge no natural person owns beneficially more than 5% of the
outstanding shares of either such company. In addition, 240,000
shares (1.60%) are held by the Martin Marietta Retirement Trust and
200,000 shares (1.33%) are held by Ubersee Gold Fund, for both of
which Van Eck Associates Corporation provides advisory services. John
C. Van Eck, whose business address is the same as that of Van Eck
Associates Corporation, has voting control of Van Eck Associates
Corporation.
(3) Includes 64,399 shares held by Mr. Shields as custodian for his minor
children and 154,000 shares subject to incentive stock options that
are currently exercisable or exercisable within 60 days. Does not
include 222,075 shares held by Mr. Shields' wife, as to which he
disclaims beneficial ownership.
2
<PAGE> 5
(4) Based on the number of shares outstanding plus shares subject to
incentive stock options held by such beneficial owner that are
currently exercisable or exercisable within 60 days.
(5) The information concerning beneficial ownership is derived from a
Schedule 13G dated February 7, 1996 filed by Scudder, Stevens & Clark,
Inc. ("Scudder"). Scudder has shared voting power and sole
dispositive power with respect to all 759,000 shares.
The following table sets forth, as of March 31, 1996, information as
to the beneficial ownership of the Company's Common Stock by all Directors and
executive officers of the Company as a group (7 persons):
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
AND NATURE OF COMMON STOCK
TITLE OF CLASS BENEFICIAL OWNERSHIP OUTSTANDING
- -------------- -------------------- ---------------
<S> <C> <C>
Common Stock, no par value 3,667,395(1) 23.4%(2)
</TABLE>
- ------------------------
(1) Includes 614,333 shares subject to stock options held by Directors and
officers that are currently exercisable or exercisable within 60 days.
(2) Based on the number of shares outstanding plus shares subject to stock
options held by Directors and executive officers that are currently
exercisable or exercisable within 60 days.
ELECTION OF DIRECTORS
At the meeting six Directors will be elected to serve, subject to the
provisions of the Bylaws, until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified. The Company's Bylaws
provide that the number of Directors shall be not less than five nor more than
thirteen, as determined from time to time by resolution of the Board of
Directors. The Board of Directors has determined the number of Directors to be
elected as six, but it is authorized by the Bylaws to fill any positions
created by any subsequent increase in the number of Directors. No increase in
the number of Directors is currently planned.
It is the intention of the persons named in the accompanying Proxy to
vote all proxies solicited by the Board of Directors for the six nominees
listed below unless authority to vote for the nominees or any individual
nominee is withheld by a shareholder in such shareholder's proxy. If for any
reason any nominee shall not become a candidate for election as a Director at
the meeting, an event not now anticipated, the proxies will be voted for six
nominees including such substitutes as shall be designated by the Board of
Directors. Directors are elected by a plurality of the votes cast. Provided a
quorum (a majority of the outstanding shares) is represented at the meeting,
abstentions and shares not voted are not taken into account in determining a
plurality. Cumulative voting for Directors is not permitted.
3
<PAGE> 6
The six nominees for election as Directors at the meeting are listed
below. All of the nominees currently serve as Directors for terms expiring at
the meeting. Messrs. Shields and Jones are the original Directors of the
Company, as designated in the Company's original Articles of Incorporation in
1983. Messrs. Castles, Feick and McDonald have served as Directors of the
Company since their election at the first Annual Meeting of Shareholders of the
Company in 1984. Mr. Jennings has served as a Director since 1989.
Information about the Directors is as follows:
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME AND COMMON COMMON STOCK
DIRECTOR SINCE(1) AGE INFORMATION ABOUT NOMINEES STOCK OWNED(2) OUTSTANDING
- ----------------- --- -------------------------- -------------- ------------
<S> <C> <C> <C> <C>
Robert M. Shields, Jr. 57 Chairman of the Board of the 970,531(3) 6.39%(4)
1983 Company since 1988; President
1983-1988; Chief Executive Officer
and Treasurer of the Company since
its formation in 1983.
Earl M. Jones 56 President of the Company since 658,608(5) 4.34 (4)
1983 1988; Executive Vice President
1983-1988; Chief Operating Officer
of the Company since its formation
in 1983.
John W. Castles 3d(6) 74 Retired. Formerly a partner in 756,745(7) 5.01%(4)
1984 Lord Day & Lord, Barrett Smith
(law firm) for more than the
previous five years.
William Feick, 71 Consultant to William D. Witter, 591,936(7) 3.92%(4)
Jr.(6)(8) Inc. (investment advisers) 1994-
1984 present. Managing Director of
William D. Witter, Inc., 1987-
1993.
Joseph F. McDonald(8) 59 Partner in Morgan, Lewis & Bockius 350,000(7) 2.32%(4)
1984 LLP (law firm) 1994 - present.
Partner in Lord Day & Lord,
Barrett Smith for more than the
previous five years.
Christopher M.H. 62 Chief Executive Officer and 70,000(9) (9)
Jennings Director of SouthernEra Resources
1989 Limited, a mining and exploration
company, since April 1992;
independent geological consultant,
1991-1992; Senior Vice President,
Exploration, of International
Corona Corporation, 1988-1991.
Serves as a Director of Garden
Lake Resources, Layfield
Resources, R.J.K. Resources,
Greater Lenora Resources, Repadre
Capital Corp. and Kimberly Diamond
Corporation.
</TABLE>
4
<PAGE> 7
- ---------------------
(1) The information about the Directors was furnished to the Company by
the Directors.
(2) All shares are owned directly and with sole voting and dispositive
power except as otherwise noted. Common Stock ownership information
is as of March 29, 1996.
(3) Includes 64,399 shares held by Mr. Shields as custodian for his minor
children and 154,000 shares subject to incentive stock options that
are currently exercisable or exercisable within 60 days. Does not
include 222,075 shares held by Mr. Shields' wife, as to which he
disclaims beneficial ownership.
(4) Based on the number of shares outstanding plus shares subject to stock
options held by such person that are currently exercisable or
exercisable within 60 days.
(5) Includes 142,833 shares subject to incentive stock options that are
currently exercisable or exercisable within 60 days.
(6) Member of the Compensation Committee.
(7) Includes 40,000 shares subject to currently exercisable stock options
granted under the Company's 1994 Nonqualified Stock Option Plan for
Non-Employee Directors and 30,000 shares subject to a currently
exercisable stock option granted under the Company's 1991 Nonqualified
Stock Option Plan for Non-Employee Directors.
(8) Member of the Audit Committee.
(9) Less than 1%.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors met five times during 1995. Each Director
attended at least 75% of the total number of meetings of the Board of Directors
and meetings of all Committees on which he served.
The Audit Committee is composed of William Feick, Jr. and Joseph F.
McDonald (Chairman) and is responsible for recommending independent public
accountants for the Company, reviewing the Company's financial statements,
audit reports, internal financial controls and internal audit procedures and
approving services to be performed by the Company's independent public
accountants. The Audit Committee met once during 1995.
The Compensation Committee is composed of John W. Castles 3d, William
Feick, Jr. and Christopher M.H. Jennings. Philip C. Walsh, who resigned as a
director on February 3, 1995, served as Chairman of the Compensation Committee
through such date. The Compensation Committee reviews and makes
recommendations with respect to officer compensation and administers the
Company's 1985 Incentive Stock Option Plan, 1988 Stock Option Plan, 1992
Restricted Stock Bonus Plan, 1993 Stock Bonus Plan for Non-Affiliates,
5
<PAGE> 8
Management Incentive Compensation Plan and 1994 Employee Stock Option Plan.
The Compensation Committee did not meet during 1995.
From time to time the members of the Audit Committee and the
Compensation Committee confer informally by telephone and take formal action by
unanimous written consent.
The Board of Directors of the Company does not have a Nominating
Committee.
EXECUTIVE OFFICERS
Two of the executive officers of the Company, Messrs. Shields and
Jones, also currently serve as Directors. Mr. Shields served as the Company's
President, Chief Executive Officer and Treasurer, and Mr. Jones served as the
Company's Executive Vice President and Chief Operating Officer, from the
organization of the Company in 1983 through May 1988. At that time Mr. Shields
was elected Chairman of the Board of Directors and Mr. Jones was elected
President. Mr. Shields continues to serve as the Company's Chief Executive
Officer and Treasurer, and Mr. Jones continues to serve as the Company's
President and Chief Operating Officer.
Thomas L. Ross III, age 48, joined the Company in November 1990 as
Controller and was appointed Secretary in January 1992. Mr. Ross was Vice
President and Director of John C. Shepherd Lumber Company from 1985 to 1988 and
was an independent consultant from 1988 to 1990.
All such officers of the Company have been appointed to serve at the
pleasure of the Board of Directors.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE COMPENSATION
The following table summarizes for each of the past three fiscal years
the compensation paid or accrued for the account of Robert M. Shields, Jr., the
Company's Chief Executive Officer, and Earl M. Jones, the only other executive
officer whose total salary and bonus exceeded $100,000 in 1995 (collectively,
the "Named Executive Officers"):
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------------------------
OTHER RESTRICTED OPTION/
ANNUAL STOCK SAR ALL OTHER
NAME AND PRINCIPAL COMPENSA- AWARDS AWARDS COMPENSA-
POSITION YEAR SALARY ($) BONUS ($) TION ($) ($) (# SH) TION ($)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert M. Shields, Jr. 1995 153,462 0 (1) - - -
------------------------------------------------------------------------------------------
Chairman and Chief 1994 149,789 12,000 (1) - 25,000 -
------------------------------------------------------------------------------------------
Executive Officer 1993 127,500 0 (1) - - -
- ----------------------------------------------------------------------------------------------------------------------
Earl M. Jones 1995 105,298 0 (1) - - 2,990(2)
------------------------------------------------------------------------------------------
President and Chief 1994 99,654 8,000 (1) - 25,000 2,952(2)
------------------------------------------------------------------------------------------
Operating Officer 1993 85,000 0 (1) - - 2,256(2)
======================================================================================================================
</TABLE>
(1) No named executive officer received personal benefits during the
listed years in excess of 10% of his annual salary and bonus.
(2) Amount of vested and unvested Company contribution under the Company's
SEP Plan.
There were no options or SAR grants during the 1995 fiscal year.
The following table shows, on an aggregated basis, the 1995 fiscal
year-end value of unexercised options and SARs held by Mr. Shields and Mr.
Jones. No stock options or tandem SARs were exercised by Mr. Shields or Mr.
Jones during the fiscal year ended December 31, 1995:
AGGREGATED OPTION/SAR EXERCISES IN 1993
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES OPTIONS/SARS AT FY-END THE-MONEY OPTIONS/SARS
ACQUIRED ON VALUE REALIZED (# SH) AT FY-END ($)
NAME EXERCISE (#SH) ($) EXERCISABLE/UNEXERCISABLE UNEXERCISABLE/UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert M. Shields, Jr. - - 154,000/0 0/0
- ------------------------------------------------------------------------------------------------------------------------
Earl M. Jones - - 142,833/0 0/0
========================================================================================================================
</TABLE>
Effective as of March 1, 1992, the Company entered into Severance
Payment Agreements with each of Messrs. Shields and Jones, providing for the
payment to each of them of $250,000 in the event of termination of his
employment on or within two years after a "Change of Control" of the Company,
or by or at the request of the Company in anticipation of such a Change of
Control. "Change of Control" is defined in each of such Agreements to include
7
<PAGE> 10
mergers, consolidations and share exchanges in which the Company's shareholders
own less than 80% of the survivor or successor, the sale of all or
substantially all of the Company's assets, the acquisition by any person or
group of more than 50% of the Company's Common Stock, or there being a majority
of the Board of Directors consisting of individuals affiliated with or
designated by a person or group seeking to control the Company, subject to
certain exceptions in each case. The severance payment is not required if the
termination is by the Company for cause, or if the executive resigns otherwise
than for "good reason" (generally, an adverse change in the executive's
employment status). If such termination is due to the death or disability of
the executive, the payment may be made in six monthly installments. Each
Agreement expires on March 1, 1997 if no Change of Control has occurred prior
to that time, and also expires if the executive's employment is terminated
prior to any Change of Control and not by or at the request of the Company in
anticipation of such Change of Control. The purpose of the Agreements is to
provide some measure of employment security for Messrs. Shields and Jones in
the performance of their duties to the Company in connection with any
transaction that may involve a prospective Change of Control of the Company.
DIRECTOR COMPENSATION
Directors are reimbursed for their expenses of attending meetings of
the Board of Directors and its Committees. Directors are not paid any fees in
connection with their services as members of the Board of Directors and its
Committees.
Directors who are not employees of the Company have been granted
options under the Company's 1989, 1991 and 1994 Nonqualified Stock Option Plans
for Non-Employee Directors (the "1989 Plan," the "1991 Plan" and the "1994
Plan") which were approved by the shareholders at the 1990, 1992 and 1994
Annual Meetings, respectively. Under the 1989 Plan, each of the current
Directors other than Messrs. Shields and Jones was granted an option to
purchase 30,000 shares at $1.00 per share (the fair market value at the date of
grant) on November 1, 1989, all of which have been exercised.
Each of the current Directors other than Messrs. Shields and Jones was
also granted an option to purchase 30,000 shares at $2.00 per share (the fair
market value at the date of grant) under the 1991 Plan on August 1, 1991, which
became exercisable on August 1, 1992 for one-half of the shares subject to the
option and became fully exercisable on August 1, 1993. None of the options
granted under the 1991 Plan have been exercised. One option for 30,000 shares
was terminated in 1993 and one option for 30,000 was terminated in 1995.
Options granted under the 1991 Plan expire on August 1, 1996, except that if an
optionee ceases to be a Director prior to such expiration date, the option will
expire three months after he ceases to be a Director (one year if due to death
or disability). The options are nontransferable except by will or intestacy.
8
<PAGE> 11
Under the 1994 Plan each Eligible Director is automatically granted an
option to purchase 10,000 shares of Common Stock on January 1 and July 1 of
each year, commencing July 1, 1994, subject to adjustment in the event of stock
dividends and splits, recapitalizations and similar transactions and subject to
an aggregate limit (before such adjustment) of 300,000 shares. An "Eligible
Director" is a Director of the Company who is not a regular employee of the
Company on the date of grant and who has served as a non-employee Director of
the Company for the six months preceding the date of grant. On July 1, 1994,
January 1, 1995 and July 1, 1995, each of the current directors, other than
Messrs. Shields and Jones, was granted an option to purchase 10,000 shares at
$1.34, $.93125 and $.440625 per share, respectively (the average closing price
of the Common Stock for the last five trading days preceding the date of
grant). Options granted under the 1994 Plan are fully exercisable on the date
of grant, and may be exercised until they expire five years after the date of
grant, unless earlier terminated. An optionee's rights under all outstanding
options granted under the 1994 Plan will terminate three months after the
optionee ceases to serve as a Director, unless due to the optionee's death or
disability, in which case the options will terminate one year thereafter.
Options granted to Mr. Walsh under the 1994 Plan terminated in May 1995. The
options are nontransferable except by will or intestacy or pursuant to a
qualified domestic relations order.
The shares issuable pursuant to the 1989, 1991 and 1994 Plans have
been registered under the Securities Act of 1933.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors, executive officers and persons who beneficially own more
than 10% of the Company's Common Stock to file reports with the Securities and
Exchange Commission showing their initial ownership of Common Stock at the time
they become reporting persons and showing subsequent changes in their ownership
of Common Stock. Such reporting persons are also required to furnish copies of
such reports to the Company.
Based solely upon its review of the copies of reports furnished to the
Company during 1994 and written representations as to the absence of
obligations to file other reports, all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than 10%
shareholders were complied with.
INDEPENDENT ACCOUNTANTS
As of the date of this Proxy Statement, neither the Audit Committee
nor the Board of Directors had selected independent accountants to audit the
financial statements of the Company and its subsidiaries for the fiscal year
ending December 31, 1996. Although no decision has been made to change
accountants and the Company's current independent accountants, Price Waterhouse
LLP, continue to provide service to the Company, the selection has been
deferred until a later date in order to allow management and the Audit
Committee to further evaluate the Company's accounting needs and related costs
and make an appropriate recommendation to the
9
<PAGE> 12
Board of Directors. Price Waterhouse LLP served as the Company's independent
accountants for the fiscal year ended December 31, 1995 and previous years, and
is considered to be well-qualified.
Representatives of Price Waterhouse LLP are not expected to be present
at the Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS
Any proposal that a shareholder intends to present for action at the
1997 Annual Meeting of Shareholder must be received by the Company no later
than January 4, 1997, in order for the proposal to be included in the proxy
statement and form of proxy for the 1997 Annual Meeting of Shareholders. The
proposal should be sent to Secretary, Piedmont Mining Company, Inc., 4215
Stuart Andrew Boulevard, Charlotte, North Carolina 28217.
ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION
UPON WRITTEN REQUEST OF A SHAREHOLDER, THE COMPANY WILL FURNISH
WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1995 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH REQUEST SHOULD BE SUBMITTED TO SECRETARY, PIEDMONT MINING COMPANY, INC.,
4215 STUART ANDREW BOULEVARD, CHARLOTTE, NORTH CAROLINA 28217.
10
<PAGE> 13
APPENDIX A
PIEDMONT MINING COMPANY, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING TO BE HELD JUNE 5, 1996
The undersigned hereby appoints Robert M. Shields, Jr. and Earl M.
Jones, and each or either of them, proxies, with full power of substitution,
with the powers the undersigned would possess if personally present, to vote,
as designated below, all shares of the no par value Common Stock of the
undersigned in Piedmont Mining Company, Inc. at the Annual Meeting of
Shareholders to be held on June 5, 1996, and at any adjournment thereof.
This proxy will be voted as specified herein and, unless otherwise
directed, will be voted FOR the election of all nominees as Directors. The
Board of Directors recommends voting FOR on item 1.
1. Election of Directors: Nominees are Robert M. Shields, Jr., Earl
M. Jones, John W. Castles 3d, William Feick, Jr., Joseph F.
McDonald and Christopher M.H. Jennings:
[ ] For all listed nominees (except do not vote for the
nominee(s) whose name(s) I have written below)
-----------------------------------------------------------------
[ ] Withhold Authority to vote for the listed nominees
(continued from other side)
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
Receipt of Notice of Annual Meeting and accompanying Proxy Statement is hereby
acknowledged. Please date and sign exactly as printed and return promptly in
the enclosed postage paid envelope.
Dated: , 1996
-----------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
(When signing as attorney, executor,
administrator, trustee, guardian, etc.,
give title as such. If joint account,
each joint owner should sign.)
