<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Section 240.14a-11(c) or
Section 240.14a-12
UNITED STATES LIME & MINERALS, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
UNITED STATES LIME & MINERALS, INC.
- - --------------------------------------------------------------------------------
(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
[UNITED STATES LIME & MINERALS LOGO]
March 20, 1995
Dear Shareholders:
You are cordially invited to attend the 1995 Annual Meeting of
Shareholders at 10:00 a.m. on Friday, April 28, 1995, at the Harvey Bristol
Suites, 7800 Alpha Road, Dallas, Texas 75240. Please refer to the back of this
letter for directions. The Meeting will be preceded by an informal reception
starting at 9:30 a.m., at which you will have an opportunity to meet the
Directors and Officers of the Company.
Enclosed with this letter is a Notice of the Annual Meeting, Proxy
Statement, and Proxy Card. I urge you to sign, date, and mail the enclosed
Proxy Card at your earliest convenience. Regardless of the size of your
holding, it is important that your shares be represented. If you attend the
Meeting, you may withdraw your Proxy and vote in person.
I look forward with pleasure to seeing you at the meeting on April 28,
1995.
Sincerely,
Robert F. Kizer,
President and Chief
Executive Officer
Enclosures
12221 MERIT DRIVE -- SUITE #500 -- DALLAS, TEXAS 75251
TEL: (214) 991-8400 -- FAX: (214) 385-1340
<PAGE> 3
DIRECTIONS TO ANNUAL SHAREHOLDERS MEETING
[MAP]
HARVEY BRISTOL SUITES
7800 ALPHA ROAD
DALLAS, TEXAS 75240
TEL: (214) 233-7600
<PAGE> 4
UNITED STATES LIME & MINERALS, INC.
12221 Merit Drive
Suite 500
Dallas, Texas 75251
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On April 28, 1995
To the Shareholders of
United States Lime & Minerals, Inc.:
Notice is hereby given that the 1995 Annual Meeting of Shareholders of
United States Lime & Minerals, Inc., a Texas corporation (the "Company"), will
be held on Friday, the 28th day of April 1995, at 10:00 a.m., local time at the
Harvey Bristol Suites, 7800 Alpha Road, Dallas, Texas 75240 (the "Annual
Meeting"), for the following purposes:
1. To elect seven directors to serve until the next annual
meeting of shareholders and until their respective successors
have been duly elected and qualified; and
2. To transact such other business as may properly be brought
before the Annual Meeting or any adjournment thereof.
Information regarding the matters to be acted upon at the Annual
Meeting is contained in the Proxy Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 16,
1995 as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof. Only
shareholders of record at the close of business on the record date will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. A complete list of such shareholders will be available for inspection
during usual business hours for ten days prior to the Annual Meeting at the
office of the Company in Dallas, Texas.
All shareholders are cordially invited to attend the Annual Meeting.
SHAREHOLDERS ARE URGED, WHETHER OR NOT THEY PLAN TO ATTEND THE ANNUAL MEETING,
TO COMPLETE, DATE, AND SIGN THE ACCOMPANYING PROXY AND TO RETURN IT PROMPTLY IN
THE POSTAGE-PAID RETURN ENVELOPE PROVIDED. If a shareholder who has returned a
Proxy attends the Annual Meeting in person, such shareholder may revoke the
Proxy and vote in person on all matters submitted to the shareholders at the
Annual Meeting.
By the Order of the Board of Directors,
Timothy W. Byrne
Secretary
Dallas, Texas
March 20, 1995
<PAGE> 5
UNITED STATES LIME & MINERALS, INC.
12221 MERIT DRIVE
SUITE 500
DALLAS, TEXAS 75251
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 1995
INTRODUCTION
The accompanying proxy (the "Proxy"), mailed together with this proxy
statement (the "Proxy Statement"), is solicited by and on behalf of the Board
of Directors of United States Lime & Minerals, Inc., a Texas corporation (the
"Company"), for use at the 1995 Annual Meeting of Shareholders of the Company
to be held at the time and place and for the purposes set forth in the
accompanying Notice (the "Annual Meeting"). The approximate date on which this
Proxy Statement and Proxy were first sent to shareholders of the Company is
March 20, 1995.
Shares of the Company's common stock, par value $0.10 per share (the
"Company Stock"), represented by valid Proxies in the form enclosed, duly
signed, dated, and returned to the Company and not revoked, will be voted at
the Annual Meeting in accordance with the directions given. In the absence of
directions to the contrary, such shares will be voted:
FOR the election of the seven nominees named in the Proxy to
the Board of Directors of the Company (the "Board of
Directors" or the "Board").
If any other matter is properly brought before the Annual Meeting for
action at the Meeting, which is not currently anticipated, the Proxy holders
will vote the Proxies in accordance with their best judgment in such matters.
Any shareholder of the Company returning a Proxy has a right to revoke
the Proxy at any time before it is exercised by giving written notice of such
revocation to the Company addressed to Timothy W. Byrne, Secretary, United
States Lime & Minerals, Inc., 12221 Merit Drive, Suite 500, Dallas, Texas
75251; however, no such revocation shall be effective until such notice of
revocation has been received by the Company at or prior to the Annual Meeting.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Only holders of record of Common Stock at the close of business on
March 16, 1995, the record date for the Annual Meeting, are entitled to notice
of and to vote at the Annual Meeting or any adjournment thereof. The presence
of the holders of a majority of the outstanding shares of Common Stock is
necessary to constitute a quorum. On the record date for the Annual Meeting,
there were issued and outstanding 3,836,063 shares of Common Stock. At the
Annual Meeting, each shareholder of record on March 16, 1995 will be entitled
to one vote for each share of Common Stock registered in such shareholder's
name on the record date.
<PAGE> 6
The following table sets forth, as of March 16, 1995, information with
respect to the only shareholder known to the Company to be the beneficial owner
of more than five percent of the issued and outstanding shares of Common Stock:
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned of Class
- - ------------------- ------------------ --------
<S> <C> <C>
Inberdon Enterprises Ltd. 1,917,948 49.99 %
1020-789 West Pender Street
Vancouver, British Columbia
Canada V6C 1H2 (1)
</TABLE>
(1) Inberdon Enterprises Ltd. ("Inberdon") is principally engaged in the
acquisition and holding of securities of aggregate producing companies
located in North America. All of the outstanding shares of Inberdon
are held, indirectly through a number of private companies, by Mr.
George M. Doumet.
ELECTION OF DIRECTORS
Seven directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting to serve until the next annual meeting of
shareholders and until their respective successors have been duly elected and
qualified. All of the nominees are currently directors of the Company.
Directors are elected by a plurality of the votes cast by the holders
of shares entitled to vote in the election of directors at the Annual Meeting.
Cumulative voting for the election of directors is prohibited by the Company's
Restated Articles of Incorporation. All duly submitted and unrevoked Proxies
will be voted FOR the nominees selected by the Board of Directors except where
authorization so to vote is withheld. Abstentions and broker non-votes are not
counted in the election of directors.
The Board of Directors recommends that all shareholders vote FOR the
election of all such nominees. If any nominee should become unavailable for
election for any presently unforeseen reason, the persons designated as Proxy
holders will have full discretion to vote for another person.
The Company has a standing Executive Committee, Audit Committee, and
Compensation Committee, but does not have a standing nominating committee.
During the fiscal year ended December 31, 1994, the Board of Directors held
four meetings, and the Executive Committee held four meetings. The Audit
Committee held two meetings, and the Compensation Committee held two meetings.
During the fiscal year ended December 31, 1994, each director attended all
meetings held by the Board of Directors and the committees of the Board on
which he served, with the exception of one director who did not attend one
committee meeting due to conflicting committee meeting times.
-2-
<PAGE> 7
The seven nominees for director are named below. Each has consented
to serve as a director if elected. Set forth below is pertinent information
with respect to each nominee.
JOHN J. BROWN
Mr. Brown, age 62, has served as a director of the Company since July
1993. Mr. Brown is the President of Pacific Opportunity Company, Ltd.
From 1990 to 1993, he served as a director and chief financial officer
of BTS Byers Transportation Systems Inc., an "LTL" Carrier in Western
Canada. From 1984 to 1990, Mr. Brown was an investment advisor at RBC
Dominion Securities. Formerly, he was a senior partner with the
public auditing firm of Deloitte & Touche, Chartered Accountants in
Vancouver, Canada. Mr. Brown is a director of several Canadian
companies and is currently a director and Chairman of the British
Columbia Automobile Association, a director of the Canadian Automobile
Association, and a member of the Council of Governors of the Canadian
Automobile Association. The above are affiliated with the American
Automobile Association.
TIMOTHY W. BYRNE
Mr. Byrne, age 37, has served as a director of the Company since
March 1991. Mr. Byrne also currently serves as Senior Vice
President-Finance & Administration, Chief Financial Officer,
Treasurer, and Secretary of the Company. Mr. Byrne joined the
Company in August 1990 as Manager of Finance. From 1985 through 1989,
Mr. Byrne was a partner in the Washington, D.C. accounting and
consulting firm of Tischhauser & Byrne which he co-founded. From 1979
through 1984, Mr. Byrne worked for a "Big Six" accounting firm.
Prior to joining the Company, Mr. Byrne performed consulting and
accounting services in the extractive industry.
ANTOINE M. DOUMET
Mr. Doumet, age 35, has served as a director of the Company since July
1993 in the capacity of Vice Chairman. He is a private businessman
and investor. He currently serves as a director of MELEC, a French
electrical engineering and contracting company, and has served in that
position since 1989. From 1988 to 1992, Mr. Doumet served as vice
president and a director of Lebanon Chemicals Company. Mr. Doumet is
the brother of Mr. George M. Doumet, who indirectly owns all of the
outstanding shares of Inberdon.
WALLACE G. IRMSCHER
Mr. Irmscher, age 72, has served as a director of the Company since
July 1993. He was a senior executive with 44 years of diversified
experience in the construction and construction materials industry.
In 1993, Mr. Irmscher became a director and consultant to Newfoundland
Resources & Mining Company Limited. Prior to that, he served as a
consultant to various cement, concrete and aggregate companies. From
1984 to March 1990, Mr. Irmscher was employed as a senior executive
with Lone Star Industries, Inc., cement and construction materials
company, based in Stamford, Connecticut ("Lone Star"). Following his
retirement from Lone Star, Mr. Irmscher served as a consultant to Lone
Star's president. Lone Star filed for Chapter 11 reorganization in
December 1990.
-3-
<PAGE> 8
ROBERT F. KIZER
Mr. Kizer, age 60, has served as a director of the Company since
September 1993. Since that time, he has served as President and Chief
Executive Officer of the Company. Mr. Kizer has more than 35 years
experience in the construction aggregate, concrete, and cement
industries, having served in various executive capacities. In
addition, Mr. Kizer is involved with the ownership of various
businesses.
EDWARD A. ODISHAW
Mr. Odishaw, age 59, has served as a director of the Company since
July 1993 in the capacity of Chairman. He has practiced law since
1964, with emphasis on commercial law, corporate mergers,
acquisitions, and finance. Mr. Odishaw has been a barrister and
solicitor with the law firm of Boughton Peterson Yang Anderson located
in Vancouver, Canada, since February 1992. From 1972 to 1992, Mr.
Odishaw was a barrister and solicitor with the law firm of Swinton &
Company, Vancouver, Canada. Mr. Odishaw holds directorships in
numerous companies in Canada. Mr. Odishaw is a member in good
standing of the Law Society of British Columbia, the Law Society of
Saskatchewan, and the Canadian Bar Association.
ROBERT J. SMITH
Mr. Smith, age 68, has served as a director of the Company since July
1993. He has extensive operating and management experience in the
marine terminal business. Mr. Smith is the past chairman of the board
of Pacific Pilotage Authority and served in such position from 1987 to
1992. Prior to this, Mr. Smith served as president of Johnston Marine
Terminals Ltd., Fraser Surrey Docks Ltd., and Pacific Rim Stevedoring
Ltd.. Mr. Smith also has served as a director of numerous companies
in Canada.
EXECUTIVE OFFICERS
WHO ARE NOT ALSO DIRECTORS
<TABLE>
<CAPTION>
Name Age Position
------------- --- ---------------------------------------
<S> <C> <C>
Robert K. Murray 57 Vice President - Operations
Larry T. Ohms 34 Corporate Controller and Asst. Treasurer
</TABLE>
Mr. Murray joined the Company in November 1993 as Vice President -
Operations. From December 1990 until that time, Mr. Murray served as
president and general manager of Calco, Inc., a lime and limestone mining and
manufacturing business located in Colorado. Prior to that, Mr. Murray provided
legal and engineering consulting services to various mining, construction, and
related companies.
Mr. Ohms joined the Company in July 1994 as Corporate Controller and
Assistant Treasurer. From 1990 until that time, Mr. Ohms served as vice
president of finance for My Alarm, Inc., a manufacturer and distributor of
two-way voice, home security systems. Prior to 1990, Mr. Ohms held positions
as plant controller for publicly traded companies, including Flowers Baking
Company and Weyerhauser Company.
-4-
<PAGE> 9
SHAREHOLDINGS OF COMPANY DIRECTORS AND EXECUTIVE OFFICERS
The table below sets forth the number of shares of Common Stock
beneficially owned, as of March 16, 1995, by all directors and named executive
officers of the Company individually and all directors and executive officers
as a group:
<TABLE>
<CAPTION>
Common Stock Beneficially Owned (1)
-------------------------------
Name Number of Shares Percent of Class (6)
---- ---------------- ----------------
<S> <C> <C>
John J. Brown - -
Timothy W. Byrne 47,306 (2) (3) (5) 1.23%
Antoine M. Doumet - (4) -
Wallace G. Irmscher - (2) -
Robert F. Kizer 70,000 (2) (5) 1.82%
Robert K. Murray 30,357 (5) (7)
Edward A. Odishaw - -
Robert J. Smith - -
All Directors
and Executive Officers
as a Group (9 persons) 147,663 (2) (3) (5) 3.72%
</TABLE>
- - ------------------
(1) All shares are directly held with sole voting and dispositive power
unless otherwise indicated.
(2) The named individual serves as one of three members of the ESOP
Administration Committee. The number of shares shown as beneficially
owned by the named individual excludes shares that may be deemed to be
beneficially owned by the ESOP Administration Committee, as to which
the named individual disclaims beneficial ownership.
(3) Includes 5,306 shares allocated to Mr. Byrne's account under the ESOP,
as to which he has sole voting power but no dispositive power.
(4) The named individual is the brother of Mr. George M. Doumet, who
indirectly owns all of the outstanding shares of Inberdon.
(5) Includes 65,000, 40,000, and 30,000 shares subject to stock options
granted to Messrs. Kizer, Byrne, and Murray, respectively, under the
Company's 1992 Stock Option Plan.
(6) Based upon 3,836,063 shares of Common Stock issued and outstanding as
of March 16, 1995.
(7) Less than 1%.
-5-
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation for
each of the last three fiscal years earned by the Chief Executive Officer and
each of the other executive officers of the Company whose salary and bonus
earned in 1994 exceeded $100,000:
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION ALL OTHER COMPENSATION
------------------- ------------ ------------------------
SECURITIES
UNDERLYING
NAME AND SALARY BONUS OPTIONS (#) 401(K) ESOP OTHER
PRINCIPAL POSITION YEAR . (1) . (2) . (3) . (4) . (5) .
------------------ ---- ------------- -------------- ---------------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert F. Kizer 1994 $204,138 $20,000 -- $ 500 -- --
President and Chief 1993 $ 51,856 -- 65,000 -- -- --
Executive Officer 1992 -- -- -- -- -- --
Timothy W. Byrne 1994 $154,190 $41,000 -- $1,547 $8,180 --
Senior Vice President- 1993 $144,062 -- 40,000 $2,205 $8,865 $ 73,023
Finance & 1992 $135,417 $62,500 -- $2,024 $7,054 --
Administration
and Chief Financial
Officer
Robert K. Murray 1994 $151,672 $14,000 -- $ 148 -- --
Vice President - 1993 $ 16,373 -- 30,000 -- -- --
Operations 1992 -- -- -- -- -- --
</TABLE>
(1) Bonuses awarded to Messrs. Kizer, Byrne, and Murray of $20,000,
$16,000, and $14,000, respectively, for the Company's 1994
performance. These bonuses were paid in 1995. An additional bonus of
$25,000 was paid to Mr. Byrne in April 1994, upon accomplishing
certain goals relating to the Company's October 1993 bank financing.
Bonus paid in 1992 pursuant to an Executive Retention Agreement.
(2) Options granted pursuant to the Company's 1992 Stock Option Plan.
(3) Company contribution to defined contribution plan. Under the
provisions of the plan, Messrs. Kizer and Murray were not eligible to
participate in the 401(k) plan until October and December 1994,
respectively.
(4) ESOP share allocation, valued at year-end market price of the
Company's shares. Under the provisions of the plan, Messrs. Kizer and
Murray will not become eligible to receive an ESOP share allocation
until July 31, 1995.
(5) Change in control payment pursuant to an Executive Employment
Agreement.
AGGREGATE OPTION EXERCISES IN LAST YEAR AND YEAR-END OPTION VALUES
No stock options were exercised by the named executive officers during 1994.
The following table sets forth the number and value of unexercised options by
such executive officers at year end:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Name Options at Year-End at Year-End
---- ----------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
(#) (#) ($) ($)
<S> <C> <C> <C> <C>
Robert F. Kizer 21,052 43,948 26,315 54,935
Timothy W. Byrne 21,052 18,948 26,315 23,685
Robert K. Murray 21,052 8,948 26,315 11,185
</TABLE>
-6-
<PAGE> 11
EXECUTIVE EMPLOYMENT AND TERMINATION AGREEMENTS
The Company has employment agreements with Messrs. Kizer, Byrne, and
Murray. Such employment agreements are designed to ensure that the Company
will be able to attract, motivate, and retain highly qualified talent, which is
critical to both the short- and long-term success of the Company.
The agreements provide for an annual base salary to be reviewed
annually. In addition to the base salary, the agreements provide for a bonus
(to be determined by the Compensation Committee of the Board of Directors), use
of a Company car, reimbursement of business expenses, and participation in the
Company's 401(k) plan and ESOP. Under provisions of the plan, Messrs. Kizer
and Murray were not eligible to participate in the 401(k) plan until October
and December 1994, respectively. In addition, under the provisions of the
ESOP, Messrs. Kizer and Murray will not become eligible to receive an ESOP
share allocation until July 31, 1995. In case of termination of employment,
including upon a change in control, each employee would receive a severance
payment equal to one year's compensation in the cases of Messrs. Kizer and
Murray, and eighteen months' compensation in the case of Mr. Byrne. The
agreements of Messrs. Kizer and Byrne contain certain post-termination
covenants not to compete. Messrs. Kizer's and Murray's agreements expire in
1999 and 1996, respectively, and Mr. Byrne's agreement has no expiration date.
COMPENSATION OF DIRECTORS AND OTHER MATTERS
Directors who are not employees of the Company, other than the
Chairman of the Board of Directors, are paid an annual retainer of $6,000 plus
$600 per day on Company business. The Chairman of the Board is paid an annual
retainer of $35,000 plus $800 per day on Company business.
As required under Section S, Article 2.02-1 of the Texas Business
Corporation Act, the Company reports that, in July 1994, it indemnified a
former director (who served until 1988) for $2,938 in legal expenses incurred
in 1992 and 1993 in connection with testimony in a legal proceeding.
-7-
<PAGE> 12
REPORT OF THE COMPENSATION COMMITTEE
TO: The Shareholders of United States Lime & Minerals, Inc.
As members of the Compensation Committee (the "Committee") of the
Board of Directors, we have the responsibility for administrating the executive
compensation program of the Company. The Compensation Committee reviews and
makes recommendations to the full Board of Directors regarding the base
salaries and annual incentive compensation for executive officers and
administers the Company's 1992 Stock Option Plan. The Compensation Committee
is composed of Messrs. Odishaw, Doumet, and Smith.
COMPENSATION POLICIES
The principal executive compensation policy of the Company, which is
endorsed by the Committee, is to provide a compensation program that will
attract, motivate, and retain persons of high quality and will support a
long-standing internal culture of loyalty and dedication to the interests of
the Company and its shareholders. In administering the executive compensation
program, the Committee is mindful of the following principles and guidelines
which are supported by the full Board:
Base salaries for executive officers should be competitive. A
sufficient portion of annual compensation should be at risk in order to align
the interests of executives with those of the shareholders of the Company.
This variable part of annual compensation should reflect both individual and
corporate performance. As a person's level of responsibility increases, a
greater portion of total compensation should be at risk, and the mix of total
compensation should be weighted more heavily in favor of stock-based
compensation. Stock options provide executives long-term incentive and are
beneficial in better aligning the interests of executives and shareholders in
the enhancement of shareholder value.
As discussed elsewhere in this Proxy Statement, the Company has
entered into employment agreements with Mr. Kizer and certain other executive
officers. These agreements provide for an annual base salary, bonus, the use
of a Company car, reimbursement of business expenses, and participation in the
401(k) plan and ESOP. The Committee has determined that such agreements are
appropriate means to seek to achieve the Company's overall compensation
policies.
1994 COMPENSATION
The Company's executive compensation packages have three separate
elements, consisting of base salary, annual incentive compensation, and
long-term incentive compensation. The compensation packages of Mr. Kizer and
the other executive officers are designed to be competitive within the industry
and to provide incentives for both short- and long-term performance in line
with the financial interests of the shareholders.
BASE SALARIES. The Committee determined levels of the executive officers' base
salaries as set forth in their employment agreements so as to be competitive
with amounts paid to executives performing similar functions in comparable size
non-durable manufacturing companies. The salary of Mr. Kizer is based on a
study performed in 1992 by Towers Perrin. The amount of each executive's
annual increase in base salary, if any, will be based upon a number of largely
subjective factors, including the personal performance of such executive
officer, the performance of the Company, cost-of-living increases, and such
other factors as the Committee deems appropriate, including the individual's
overall mix between fixed and variable compensation and between cash and
stock-based compensation. In 1994, those increases averaged 3%.
-8-
<PAGE> 13
ANNUAL INCENTIVE COMPENSATION. Each of the Company's executive officers are
eligible to receive annual cash bonus awards based on determinations made by
the Committee. The Company has not adopted a formal annual bonus plan.
Rather, the determination to pay a cash bonus, if any, in a given case is based
on the Committee's subjective judgment with respect to the past performance of
the individual, or on the individual's attainment of objective performance
goals set by the Committee. In either such case, the bonus may be based on the
specific accomplishments of the individual, or on the overall success of the
Company. In April 1994, the Committee awarded a bonus to Mr. Byrne of $25,000
upon accomplishing certain pre-set goals in 1993 and 1994 relating to the
Company's new bank financing that closed in October 1993. In the last quarter
of 1994, the Committee determined to award bonuses to Messrs. Kizer, Byrne, and
Murray of $20,000, $16,000, and $14,000, respectively, based on the performance
of the Company in 1994; in the view of the Committee, such bonus awards were an
appropriate means to reward the named executive officers for the Company's
success in 1994.
LONG-TERM INCENTIVE COMPENSATION. The Committee also administers the Company's
1992 Stock Option Plan to provide long-term incentives to its key employees,
including executive officers. Currently, executive officers of the Company
hold options to purchase an aggregate of 155,000 shares of Common Stock. The
grants were based on each individual's position within the Company, level of
responsibility, past performance, and expectation of future performance. Based
on such subjective factors, in 1993 Mr. Kizer was granted an option to
purchase 65,000 shares at $4.75 per share, the fair market value at the date of
grant.
The Committee has not formally considered or adopted a policy with
regard to qualifying bonus awards for tax deductibility under Internal Revenue
Code Section 162(m), which generally limits the corporate tax deduction for
compensation paid to certain named executive officers to $1 million per year.
The Committee has not yet seen any need to address this issue, since current
Company cash compensation is well below the level at which this new tax
limitation would apply and the Company's stock option grants are not subject to
the limitation.
This report shall not be deemed to be incorporated by reference by any
general statement incorporating by reference the Proxy Statement into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporates this
information by reference. This report shall not otherwise be deemed to be
filed under such Acts.
COMPENSATION COMMITTEE
Edward A. Odishaw
Antoine M. Doumet
Robert J. Smith
-9-
<PAGE> 14
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholders' return on
the Company's Common Stock with the cumulative total return on the Nasdaq
Market Index and a group of peer issuers selected on a line-of-business basis,
consisting of Dravo Corporation and A.P. Green Industries, Inc. The graph
assumes that the value of the investment in the Company's Common Stock and each
index was $100 on December 31, 1989, and that all dividends have been
reinvested.
[GRAPH]
<TABLE>
<CAPTION>
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
<S> <C> <C> <C> <C> <C> <C>
COMPANY $100 $47 $ 59 $ 44 $ 59 $ 71
NASDAQ $100 $81 $ 104 $ 105 $ 126 $ 132
PEER GROUP $100 $60 $ 46 $ 53 $ 73 $ 77
</TABLE>
INDEPENDENT AUDITORS
The firm of Ernst & Young LLP (a limited liability partnership)
audited the financial statements of the Company for the fiscal year ended
December 31, 1994. Representatives of Ernst & Young LLP are expected to be
present at the Annual Meeting and to be available to respond to appropriate
questions. Such representatives will be given the opportunity to make a
statement at the Meeting if they so desire.
The Audit Committee of the Board of Directors is currently composed of
Messrs. Brown, Doumet, and Irmscher. The Audit Committee recommends the
appointment of the independent auditors to audit the Company's financial
statements, meets with the independent auditors and reviews the scope and
results of their audit, and reviews the fees charged by the independent
auditors.
Ratification of independent auditors by the shareholders is not
required by Texas law or the Restated Articles of Incorporation or Bylaws of
the Company.
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<PAGE> 15
On October 28, 1994, the Company dismissed the firm of Aronson,
Fetridge & Weigle, member of Moores Rowland International ("Aronson,
Fetridge"), as the Company's independent auditors. On that same date, the
Company appointed Ernst & Young LLP as the independent auditors of the Company
effective immediately. The decision to change the Company's auditors was
recommended by the Audit Committee of the Board of Directors and approved by
the full Board.
During the Company's two most recent fiscal years and the subsequent
interim period preceding the dismissal of Aronson, Fetridge and the appointment
of Ernst & Young LLP on October 28, 1994: (i) there were no disagreements with
Aronson, Fetridge on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Aronson, Fetridge, would
have caused it to make reference to the subject matter of the disagreement in
connection with its reports; (ii) there were no "reportable events" (as
defined in Item 304(a)(1)(v) of Securities and Exchange Commission ("SEC")
Regulation S-K); and (iii) the Company did not consult with Ernst & Young LLP
regarding either the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on the
Company's financial statements, or on any matter that was either the subject of
a disagreement (as defined in Item 304(a)(1)(iv)) or a "reportable event" (as
defined in Item 304(a)(1)(v)). In addition, Aronson, Fetridge's reports on the
Company's financial statements for the past two years did not contain an
adverse opinion or a disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope, or accounting principles.
The Company authorized Aronson, Fetridge to respond fully to any
inquiries from Ernst & Young LLP, and to make its workpapers available to Ernst
& Young LLP. The Company previously provided Aronson, Fetridge with a copy of
the foregoing statements, and, by letter to the SEC dated November 3, 1994,
Aronson, Fetridge stated that it had read such statements and that it agreed
with them.
OTHER MATTERS
The Board of Directors does not intend to present any other matters at
the Annual Meeting and knows of no other matters that will be presented.
However, if any other matters properly come before the Annual Meeting, the
persons named in the enclosed Proxy intend to vote thereon in accordance with
their best judgment.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at next year's annual meeting of
shareholders must be received by the Company at its office in Dallas, Texas
addressed to Timothy W. Byrne, Secretary of the Company, not later than January
1, 1996.
The costs of solicitation of Proxies will be borne by the Company.
Solicitation may be made by mail, personal interview, telephone, and/or
telegraph by officers and regular employees of the Company who will receive no
additional compensation therefor. The Company may specifically engage a firm
to aid in the solicitation of Proxies, for which services the Company would
anticipate paying a standard reasonable fee plus out-of-pocket expenses. The
Company will bear the reasonable expenses incurred by banks, brokerage firms,
and other custodians, nominees, and fiduciaries in forwarding proxy materials
to beneficial owners.
UNITED STATES LIME & MINERALS, INC.
TIMOTHY W. BYRNE,
Dallas, Texas Secretary
March 20, 1995
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<PAGE> 16
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
1. Election of Directors (see reverse)
FOR WITHHELD
/ / / /
NOMINEES: John J. Brown, Timothy W. Byrne, Antoine M. Doumet, Wallace G.
Irmscher, Robert F. Kizer, Edward A. Odishaw, and Robert J. Smith
For, except vote withheld from the following nominee(s):
_________________________
In their discretion, the Proxies are authorized to vote upon such other
business as may properly be brought before the Meeting or any adjournment
thereof.
Change of Address / /
Attend Meeting / /
SIGNATURE(S)________________________________ DATE_________________
SIGNATURE(S)________________________________ DATE_________________
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH.
<PAGE> 17
UNITED STATES LIME & MINERALS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P R O X Y
The undersigned hereby appoints Robert F. Kizer and Timothy W. Byrne, and
either of them, Proxies with power of substitution in each, and hereby
authorizes them to represent and to vote, as designated below, all shares of
Common Stock of UNITED STATES LIME & MINERALS, INC. (the "Company") standing in
the name of the undersigned on March 16, 1995, at the Annual Meeting
of Sharesholders to be held on April 28, 1995, at Harvey Bristol Suites, 7800
Alpha Road, Dallas, Texas, and at any adjournments thereof and especially to
vote on the item of business specified below, as more fully described in the
Notice of the Meeting dated March 20, 1995, and the Proxy Statement
accompanying the same, the receipt of which is hereby acknowledged.
(change of address)
Election of Directors, Nominees:
John J. Brown, Timothy W. Byrne, _____________________________
Antoine M. Doumet, Wallace G. Irmscher, _____________________________
Robert F. Kizer, Edward A. Odishaw, _____________________________
and Robert J. Smith _____________________________
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN, DATE, AND RETURN THIS CARD.
SEE REVERSE SIDE
