<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 sec. 240.14a-11(c) or sec. 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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, INC. LETTERHEAD]
April 8, 1997
Dear Shareholders:
You are cordially invited to attend the 1997 Annual
Meeting of Shareholders at 10:00 a.m. on Friday, May 16,
1997, at the Westin Hotel, Galleria Dallas, 13340 Dallas
Parkway, 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
complete, 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 May 16, 1997.
Sincerely,
Robert F. Kizer,
President and Chief Executive
Officer
Enclosures
<PAGE> 3
Directions to 1997 Annual Meeting of Shareholders
UNITED STATES LIME & MINERALS, INC.
Friday, May 16, 1997, at 10:00 a.m.
[MAP]
WESTIN HOTEL, GALLERIA DALLAS
13340 DALLAS PARKWAY
DALLAS, TEXAS 75240
972-934-9494
FROM D/FW AIRPORT:
o North exit from airport
o Exit I-635 East
o Exit Dallas Parkway North/Tollway South, Exit 22D
o Stay to right for Dallas Parkway North exit
o Pass Inwood South (1st light)
o Left onto Dallas Parkway (2nd light)
o Turn right at second traffic light into Galleria complex
o Follow signs to hotel
<PAGE> 4
UNITED STATES LIME & MINERALS, INC.
12221 Merit Drive
Suite 500
Dallas, Texas 75251
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 16, 1997
To the Shareholders of
United States Lime & Minerals, Inc.:
Notice is hereby given that the 1997 Annual Meeting of Shareholders of
United States Lime & Minerals, Inc., a Texas corporation (the "Company"), will
be held on Friday, the 16th day of May, 1997, at 10:00 a.m., local time at the
Westin Hotel, Galleria Dallas, 13340 Dallas Parkway, 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 31, 1997
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, SIGN, AND DATE THE ACCOMPANYING PROXY CARD AND TO RETURN IT
PROMPTLY IN THE POSTAGE-PAID RETURN ENVELOPE PROVIDED. If a shareholder who
has returned a Proxy Card 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 Order of the Board of Directors,
Timothy W. Byrne,
Secretary
Dallas, Texas
April 8, 1997
<PAGE> 5
UNITED STATES LIME & MINERALS, INC.
12221 MERIT DRIVE
SUITE 500
DALLAS, TEXAS 75251
PROXY STATEMENT
FOR
1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 1997
INTRODUCTION
The accompanying proxy (the "Proxy Card"), 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 1997 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 Card were first sent to shareholders of the Company
is April 8, 1997.
Shares of the Company's common stock, par value $0.10 per share (the
"Common 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 Card 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 matter.
Any shareholder of the Company returning a Proxy Card 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 SHAREHOLDER
Only holders of record of Common Stock at the close of business on March
31, 1997, 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 3,921,853 shares of Common Stock. At the Annual
Meeting, each shareholder of record on March 31, 1997 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 31, 1997, 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. 1,962,948 50.05 %
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, 1996, the Board of Directors held
four meetings, and the Executive Committee held one meeting. The Audit
Committee held three meetings, and the Compensation Committee held one meeting.
During the fiscal year ended December 31, 1996, each director attended all
meetings held by the Board of Directors and the committees of the Board on
which he served.
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 64, has served as a director of the Company since July
1993. Mr. Brown is the President of Pacific Opportunity Company Ltd., a
management consulting and merchant banking firm located in Vancouver,
Canada. He is a director and officer of several natural resource firms
including Yuma Copper Corporation and San Fernando Mining Company Ltd.
From 1990 to 1993, he served as a director and chief financial officer of
BTS Byers Transportation Systems Inc., an 'LTL' transportation firm in
Western Canada. From 1984 to 1990, Mr. Brown was an investment advisor
with a Canadian brokerage firm. Mr. Brown is a Chartered Accountant and
was formerly a senior partner with the public auditing firm of Deloitte &
Touche, Chartered Accountants, in Vancouver, Canada.
-2-
<PAGE> 7
TIMOTHY W. BYRNE
Mr. Byrne, age 39, 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
a Washington, D.C. consulting and accounting firm. From 1979 through
1984, Mr. Byrne worked for a "Big Six" accounting firm.
ANTOINE M. DOUMET
Mr. Doumet, age 37, has served as a director of the Company since July
1993 in the capacity of Vice Chairman. He is a private businessman and
investor. From 1989 to 1995, he served as a director of MELEC, a French
electrical engineering and contracting company. 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 74, 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. Since 1995, he
has served as a director of N-Viro International Corporation, a company
involved in the recycling of industrial waste. From 1993 to 1995, Mr.
Irmscher was a director and officer of Newfoundland Resources & Mining
Company Limited. In 1995, a petition was filed against this company, and
it was adjudged bankrupt. Mr. Irmscher for the past five years has
performed consulting services for various companies in the cement,
construction, and environmental industries.
ROBERT F. KIZER
Mr. Kizer, age 62, 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 37 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 61, has served as a director and Chairman of the Board of
the Company since July 1993. He has practiced law in Saskatchewan and
British Columbia, Canada 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 and the Canadian Bar Association and
is a non-practicing member of the Law Society of Saskatchewan.
ROBERT J. SMITH
Mr. Smith, age 70, 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.
-3-
<PAGE> 8
EXECUTIVE OFFICER
WHO IS NOT ALSO A DIRECTOR
<TABLE>
<CAPTION>
Name Age Position
------------- --- ----------------------------------------
<S> <C> <C>
Larry T. Ohms 36 Corporate Controller and Asst. Treasurer
</TABLE>
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.
SHAREHOLDINGS OF COMPANY DIRECTORS AND EXECUTIVE OFFICERS
The table below sets forth the number of shares of Common Stock
beneficially owned, as of March 31, 1997, 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
- ---- ------------------ ------------------
<S> <C> <C>
John J. Brown - -
Timothy W. Byrne 71,333(2)(3)(4) 1.80%
Antoine M. Doumet -(5) -
Wallace G. Irmscher 8,000 (7)
Robert F. Kizer 105,918(2)(3)(4) 2.65%
Edward A. Odishaw 10,900 (7)
Robert J. Smith - -
All Directors
and Executive Officers
as a Group (9 persons) 196,476(2)(3)(4)(6) 4.86%
</TABLE>
- ---------------
(1) All shares are directly held with sole voting and dispositive power
unless otherwise indicated.
(2) The named individual serves as one of two members of the Company's
Employee Stock Ownership Plan ("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 918, 6,333, and 325 shares allocated to Messrs. Kizer, Byrne,
and Ohms, respectively, under the ESOP, as to which they have sole voting
power but no dispositive power.
(4) Includes 77,210 and 40,000 shares subject to stock options exercisable
within the next 60 days granted to Messrs. Kizer and Byrne, respectively,
under the Company's 1992 Stock Option Plan.
(5) The named individual is the brother of Mr. George M. Doumet, who
indirectly owns all of outstanding shares of Inberdon.
(6) Does not include the following shares beneficially owned by Mr. Murray,
who served as an executive officer until December 1996: 357 shares held
directly; 918 shares allocated under the ESOP; and 55,000 shares subject
to stock options exercisable within the next 60 days.
(7) Less than 1%.
-4-
<PAGE> 9
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
1996 exceeded $100,000:
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION ALL OTHER COMPENSATION
------------------- ------------ ----------------------
SECURITIES
----------
UNDERLYING
----------
NAME AND BONUS OPTIONS (#) 401(K) ESOP
- --------------------------- -------------------- --------- -------- --------
PRINCIPAL POSITION YEAR SALARY ` (1) ` (2) ` (3) ` (4) `
- --------------------------- ---- --------- -------------------- -------------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Kizer 1996 $213,518 - - $3,167 $1,000
President and Chief 1995 $206,667 $75,000 40,000 $3,080 $7,141
Executive Officer 1994 $204,138 $20,000 - $ 500 -
Timothy W. Byrne 1996 $168,833 $12,000 - $3,857 $1,572
Senior Vice President - 1995 $157,500 $37,500 25,000 $3,080 $7,340
Finance & Administration 1994 $154,190 $41,000 - $1,547 $8,180
and Chief Financial Officer
Robert K. Murray (5) 1996 $168,933 - - $3,080 $1,000
Vice President - 1995 $154,166 $37,500 25,000 $3,080 $7,141
Operations 1994 $151,672 $14,000 - $ 148 -
</TABLE>
- ---------------
(1) Bonuses are accrued in the year of the Company's performance and paid in
the following year.
(2) Options granted pursuant to the Company's 1992 Stock Option Plan.
(3) Company contribution to defined contribution plan.
(4) ESOP share allocation, valued at year-end market price of the Common
Stock.
(5) Mr. Murray served as an executive officer until December 1996.
AGGREGATED OPTION EXERCISES IN LAST YEAR AND YEAR-END OPTION VALUES
The following table sets forth information with respect to stock options
exercised by the named executive officers during 1996 and the number and value
of unexercised options held by such executive officers at year end:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-the-Money Options
Name on Exercise (#) Realized ($) Options at Year-End (#) at Year-End ($) `
- --------------- ----------------- ------------- ----------------------- --------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Kizer 27,790 152,845 77,210 0 168,840 0
Timothy W. Byrne 25,000 206,250 40,000 0 72,500 0
Robert K.Murray (1) 0 0 55,000 0 132,500 0
</TABLE>
(1) Mr. Murray served as an executive officer until December 1996.
-5-
<PAGE> 10
EXECUTIVE EMPLOYMENT AND TERMINATION AGREEMENTS
The Company has employment agreements with Messrs. Kizer and Byrne. 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. In case of termination of employment,
including upon a change in control, Mr. Kizer would receive a severance payment
equal to one year's compensation, and the severance payment would be eighteen
months' compensation in the case of Mr. Byrne. The agreements of Messrs. Kizer
and Byrne contain certain post-termination covenants not to compete. Mr.
Kizer's agreement expires in 1999, and Mr. Byrne's agreement has no expiration
date.
Mr. Murray's three-year employment agreement as Vice President -
Operations expired in November 1996. In December 1996, the Company entered
into a separation agreement with Mr. Murray, providing for salary continuation
and continued fringe benefits for a six-month period from January 1, 1997
through June 30, 1997, in exchange for Mr. Murray's continued assistance
through that period.
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 $11,000 plus $600 per
day on Company business. The Chairman of the Board is paid an annual retainer
of $40,000 plus $800 per day on Company business.
The Company has entered into a consulting agreement with Mr. Wallace G.
Irmscher for $2,000 per month, commencing April 1996. Pursuant to the
agreement, Mr. Irmscher will assist the Company in pursuing acquisitions and/or
expansion opportunities.
-6-
<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE
TO: The Shareholders of United States Lime & Minerals, Inc.
As members of the Compensation Committee of the Board of Directors (the
"Committee"), we have the responsibility for administering 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 Messrs. Kizer and Byrne. These agreements
provide for an annual base salary, bonus, the use of a Company car,
reimbursement of business expenses, participation in the 401(k) plan and ESOP,
and severance arrangements. The Committee has determined that such agreements
are appropriate means to seek to achieve the Company's overall compensation
policies.
1996 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 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 on 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 1996, the base
salaries of the executive officers were not increased.
-7-
<PAGE> 12
ANNUAL INCENTIVE COMPENSATION. Each of the Company's executive officers is
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 the first quarter of 1997, the Committee determined to award a
bonus to Mr. Byrne of $12,000 based on his performance in 1996; in the view of
the Committee, such bonus award was an appropriate means to reward the named
executive officer for results in 1996.
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 117,210 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.
The Committee has not formally considered or adopted a policy with regard
to qualifying bonus awards and future stock option grants 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 made to date 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
-8-
<PAGE> 13
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, 1991, and that all dividends have been
reinvested.
[PERFORMANCE GRAPH]
<TABLE>
======================================================================
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMPANY $100 $ 75.01 $100.01 $120.02 $175.03 $176.82
- ----------------------------------------------------------------------
NASDAQ $100 $100.98 $121.13 $127.17 $164.96 $204.98
- ----------------------------------------------------------------------
PEER GROUP $100 $116.53 $159.20 $168.14 $174.15 $196.17
======================================================================
</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,
1996. 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, Smith, 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.
-9-
<PAGE> 14
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 Card intend to vote thereon in accordance with their best
judgment.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at next year's 1998 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, 1998.
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
April 8, 1997
-10-
<PAGE> 15
P R O X Y
UNITED STATES LIME & MINERALS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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. standing in the name of the
undersigned on March 31, 1997, at the Annual Meeting of Shareholders to be held
on May 16, 1997, at the Westin Hotel,Galleria Dallas, 13340 Dallas Parkway,
Dallas, Texas 75240, and at any adjournment thereof and especially to vote on
the item of business specified below, as more fully described in the Notice of
the Meeting dated April 8, 1997, and the Proxy Statement accompanying the same,
the receipt of which is hereby acknowledged.
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
(change of address)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(If you have written in the above space, please mark the corresponding box
on the reverse side of this Card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX 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
-----------
<PAGE> 16
[x] Please mark your
vote as in this
example.
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
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SIGNATURE(S) DATE
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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.
