<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934.
Filed by the Registrant [ x ] Filed by Party other than the
Registrant [ ]
[ ] 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
- ---------------------------------------------------------------------
GRAND CENTRAL SILVER MINES, INC.
(Exact name of Registrant as specified in its charter.)
Commission File number 0-17048
- ---------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(1)
and O-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 O-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 O-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
GRAND CENTRAL SILVER MINES, INC.
October __, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders ("Annual Meeting") of GRAND CENTRAL SILVER MINES, INC.
(the "Company") which will be held at Princess Resort, 7575 East
Princess Drive, Scottsdale, Arizona 85255, on Thursday, October 28,
1999, at 10:00 a.m. Details of the business to be conducted at the
Annual Meeting are given in the attached Notice of Annual Meeting and
Proxy Statement.
If you do not plan to attend the Annual Meeting, please complete,
sign, date, and return the enclosed proxy promptly in the accompanying
reply envelope. If you decide to attend the Annual Meeting and wish to
change your proxy vote, you may do so automatically by voting in person
at the Annual Meeting.
We look forward to seeing you at the Annual Meeting.
Skip Headen
President and Chief Executive Officer
New York, New York
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are
requested to complete, sign, and date the enclosed proxy as promptly as
possible and return it in the enclosed envelope (to which no postage
need be affixed if mailed in the United States).
<PAGE> 3
GRAND CENTRAL SILVER MINES, INC.
950 Third Avenue
Suite 2500
New York, New York 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD October 28, 1999
The Annual Meeting of Shareholders ("Annual Meeting") of Grand
Central Silver Mines, Inc. (the "Company") will be held at Princess
Resort, 7575 East Princess Drive, Scottsdale, Arizona 85255, on
Thursday, October 28, 1999, at 10:00 a.m. for the following purposes:
1. To elect four members of the Board of Directors to serve until
the next Annual Meeting and until their successors have been elected
and qualified;
2. To ratify the selection of Williams & Webster, P.S., Certified
Public Accountants, as the Company's independent accountants for the
fiscal year ending September 30, 2000; and,
3. To act upon such other matters as may properly come before the
meeting or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice. The record date for
determining those shareholders who will be entitled to notice of, and
to vote at, the Annual Meeting and at any adjournment thereof is
September 28, 1999. The stock transfer books will not be closed
between the record date and the date of the Annual Meeting. A list of
shareholders entitled to vote at the Annual Meeting will be available
for inspection at the offices of the Company.
Whether or not you plan to attend the Annual Meeting, please
complete, sign, date and return the enclosed proxy promptly in the
accompanying reply envelope. Please refer to the enclosed voting form
for instructions. Your proxy may be revoked at any time prior to the
Annual Meeting. If you decide to attend the Annual Meeting and wish to
change your proxy vote, you may do so automatically by voting in person
at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
James Young
Secretary
New York, New York
October __, 1999
<PAGE> 4
TABLE OF CONTENTS
PAGE
----
VOTING RIGHTS AND SOLICITATION.............................. 1
Voting.................................................... 1
Proxies................................................... 2
Solicitation of Proxies................................... 2
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS..................... 2
General................................................... 2
Business Experience of Directors.......................... 3
Board Committees and Meetings............................. 4
Director Compensation..................................... 5
Recommendation of the Board of Directors.................. 5
PROPOSAL NO. 2 -- RATIFICATION OF INDEPENDENT ACCOUNTANTS... 5
General................................................... 5
Recommendation of the Board of Directors.................. 5
OWNERSHIP OF SECURITIES..................................... 6
Compliance with SEC Reporting Requirements................ 7
EXECUTIVE COMPENSATION AND RELATED INFORMATION.............. 7
Compensation Report....................................... 7
Compensation Philosophy and Objectives.................... 7
Compensation Components and Process....................... 8
Summary of Cash and Certain Other Compensation............ 8
Stock Options............................................. 9
Option Exercises and Holdings............................. 9
Employment Contracts and Change in Control Agreements..... 10
STOCK PERFORMANCE GRAPH..................................... 10
SHAREHOLDER PROPOSALS FOR 2000 PROXY STATEMENT.............. 10
FORM 10-K................................................... 11
OTHER MATTERS............................................... 11
<PAGE> 5
GRAND CENTRAL SILVER MINES, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
These proxy materials are furnished in connection with the
solicitation of proxies by the Board of Directors of GRAND CENTRAL
SILVER MINES, INC., a Utah corporation (the "Company"), for the Annual
Meeting of the Shareholders (the "Annual Meeting") to be held at 10:00
a.m. on October 28, 1999, at the Princess Resort 7575 East Princess
Drive, Scottsdale, Arizona 85255, and at any adjournments or
postponements of the Annual Meeting. These proxy materials were first
mailed to shareholders on or about October __, 1999.
ALL SHARE NUMBERS AND SHARE PRICES PROVIDED IN THIS PROXY
STATEMENT HAVE BEEN ADJUSTED TO REFLECT THE ONE FOR EIGHT REVERSE SPLIT
OF COMMON STOCK EFFECTED ON JANUARY 30, 1998 AND THE ONE FOR TEN
REVERSE SPLIT OF COMMON STOCK EFFECTED ON DECEMBER 1, 1998.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the
Annual Meeting are summarized in the accompanying Notice of Annual
Meeting of Shareholders. Each proposal is described in more detail in
this Proxy Statement.
VOTING RIGHTS AND SOLICITATION
VOTING
The Company's Common Stock is the only type of security entitled
to vote at the Annual Meeting. On September 28, 1999, the record date
for determination of shareholders entitled to vote at the Annual
Meeting, there were One Million, Six Hundred Sixteen Thousand, Two
Hundred Seven (1,616,207) shares of Common Stock outstanding. Each
shareholder of record on September 28, 1999 is entitled to one vote for
each share of Common Stock held by such shareholder on that date. A
majority of the outstanding shares of Common Stock must be present or
represented at the Annual Meeting in order to have a quorum.
Abstentions and broker non-votes are counted as present for the purpose
of determining the presence of a quorum for the transaction of
business. In the election of directors, the four candidates receiving
the highest number of affirmative votes will be elected. Proposal 2
requires the approval of the affirmative vote of a majority of the
outstanding voting shares of the Company present or represented and
entitled to vote at the Annual Meeting together with the affirmative
vote of a majority of the required quorum. Abstentions and broker
non-votes can have the effect of preventing approval of a proposal
where the number of affirmative votes, though a majority of the votes
cast, does not constitute a majority of the required quorum.
1
<PAGE> 6
PROXIES
Whether or not you are able to attend the Annual Meeting, you are
urged to vote your proxy, which is solicited by the Company's Board of
Directors and which will be voted as you direct on your proxy when
properly completed. In the event no directions are specified, such
proxies will be voted FOR the nominees of the Board of Directors
(proposal 1) and FOR proposal 2 and, in the discretion of the proxy
holders, as to other matters that may properly come before the Annual
Meeting. You may revoke or change your proxy at any time before the
Annual Meeting. To do this, send a written notice of revocation or
another signed proxy with a later date to the Secretary of the Company
at the Company's principal executive offices before the beginning of
the Annual Meeting. You may also revoke your proxy by attending the
Annual Meeting and voting in person.
SOLICITATION OF PROXIES
The Company will bear the entire cost of solicitation, including
the preparation, assembly, printing, and mailing of this Proxy
Statement, the proxy, and any additional solicitation material
furnished to shareholders. Copies of solicitation material will be
furnished to brokerage houses, fiduciaries, and custodians holding
shares in their names that are beneficially owned by others so that
they may forward this solicitation material to such beneficial owners.
=====================================================================
PROPOSAL NO. 1
ELECTION OF DIRECTORS
GENERAL
The names of persons who are nominees for director and their
positions and offices with the Company are set forth in the table
below. The proxy holders intend to vote all proxies received by them in
the accompanying form for the nominees listed below unless otherwise
instructed. In the event any nominee is unable or declines to serve as
a director at the time of the Annual Meeting, the proxies will be voted
for any nominee who may be designated by the present Board of Directors
to fill the vacancy. As of the date of this Proxy Statement, the Board
of Directors is not aware of any nominee who is unable or will decline
to serve as a director. The four (4) nominees receiving the highest
number of affirmative votes of the shares entitled to vote at the
Annual Meeting will be elected directors of the Company to serve until
the next Annual Meeting and until their successors have been elected
and qualified. Shareholders may not cumulate votes in the election of
directors.
2
<PAGE> 7
Nominees Positions and Offices Held with the
Company
John C. "Skip" Headen . . . President and member of the Board of
Directors
James Young . . . . . . . . Vice President, Secretary and a member
of the Board of Directors
J.D.H. Morgan . . . . . . . Member of the Board of Directors
Mike Mason . . . . . . . . . Member of the Board of Directors
BUSINESS EXPERIENCE OF DIRECTORS
John C. "Skip" Headen - President and member of the Board of Directors
Since May 1999, Mr. Headen has been a member of the Board of
Directors of the Company. Since September 1998, Mr. Headen has been a
member of the Board of Directors of Lynchval Systems, Inc. Lynchval
Systems is an actuarial software company, whose clients include MIT,
New York Times and Vanguard among others. Since 1982, Mr. Headen has
been a member of the Board of Directors and founder of Dreamer
Entertainment Corporation. Dreamer Entertainment is a production
company responsible for international logistical planning, production,
sales and marketing and personnel supervision.
James Young - Vice President, Secretary and a member of the Board of
Directors
Since March 1998, Mr. Young was been a member of the Board of
Directors of the Company. Since July 1999, Mr. Young has been a Vice
President and Secretary of the Company. From September 1998 to March
1999, Mr. Young was a Vice President of the Company. From December
1998 to March 1999, Mr. Young was the Secretary of the Company. From
March 1999 to July 1999, Mr. Young was the President of the Company.
Mr. Young is the Executive President of Universal Resources
International, an investment and merchant banking firm based in New
York City, New York. Universal Resources specializes in assisting
small to mid-cap companies in raising capital as well as advising them
on development of their business plan. Previous to joining Universal
Resources. Mr. Young worked as an advisor to China State Construction
Engineering Corporation on construction projects in the Middle East and
Africa. He has a Bachelor of Science in Electrical Engineering from
the University of the Philippines and has completed graduate level
administration and business courses at both Yale University and
Columbia.
J.D.H. (David) Morgan - Member of the Board of Directors
Since April 1991, Mr. Morgan has been a member of the Board of
Directors of the Company. Mr. Morgan has been principally employed by
Lehman Brothers during the last five years. Mr Morgan has worked in the
metals industry for over 25 years. He holds an engineering degree from
Cambridge University and a masters degree in mineral processing from
the Royal Scholl of Mines, London University. He is a Chartered
Engineer and a member of the Institution on Mining and Metallurgy. Mr
3
<PAGE> 8
Morgan has had extensive engineering experience in the mining industry
and has worked for a number of leading mining companies including
Anglovaal, General Mining, Selection Trust and Consolidated Gold
Fields. For the past ten years, Mr Morgan has been a securities
analyst specializing in mining equities in North America and most of
the world's other main mining markets. He is a member of the Securities
Institute, London and the Institute of Investment Management and
Research. From 1985 to 1994 he was a Director of Equity Research with
Lehman Brothers International. Currently he is an independent mining
investment specialist based in London and consultant to Rodman &
Renshaw Inc, Chicago.
Michael T. Mason - Member of the Board of Directors
Since January 30, 1998, Mr. Mason has been a member of the Board
of Directors of the Company. Mr. Mason has been Managing Partner of
Minerals Services, LLC. since 1997, providing technical, commercial,
risk management, marketing and financial support to the international
minerals industry. From 1995 to 1997, Mr. Mason was Managing Director,
Senior Trader for AIOC Corporation, an international commodities
trading firm. He has held senior management positions in metals
commodities trading for over 17 years. Mr. Mason acquired extensive
knowledge of international minerals production and marketing while
employed by Asarco, Inc., where he rose through the ranks from Junior
Engineer to Senior Ore Buyer. He has a Master's degree in business
administration, specializing in finance, from the University of
California at Los Angeles and he holds a Bachelor of Science degree is
in metallurgical engineering from the University of Arizona.
BOARD COMMITTEES AND MEETINGS
During the fiscal year that ended on September 30, 1999, the Board
of Directors held twelve (12) meetings. During this period, the
directors participated in the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of
meetings held by all Committees of the Board on which each such
director served.
The Company has two standing Committees.
The Audit Committee is responsible for reviewing the Company's
financial procedures and controls and for selecting and meeting with
the independent accountants. This Committee is newly created and has
held one meeting during the last fiscal year.
The Compensation/Stock Option Committee is responsible for
reviewing the compensation arrangements in effect for the Company's
executive officers and for administering all the Company's employee
benefit plans, including the Non-Qualified Incentive Plan.
4
<PAGE> 9
DIRECTOR COMPENSATION
Directors were each issued 20,000 shares each for serving on the
Board during the 1999 fiscal year. During such fiscal year,
non-employee directors were also eligible to participate in the Non-
Qualified Stock Option Plan (the "Plan") and to receive periodic option
grants under the Option Plan in effect under the Plan.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote FOR the nominees listed
herein.
=====================================================================
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
GENERAL
The Company is asking the shareholders to ratify the selection of
Williams & Webster, P.S., Certified Public Accountants as the Company's
independent accountants for the fiscal year ending September 30, 2000.
The affirmative vote of a majority of the outstanding voting shares of
the Company present or represented and entitled to vote at the 1999
Annual Meeting, together with the affirmative vote of a majority of the
required quorum, is required to ratify the selection of Williams &
Webster. P.S., Certified Public Accountants as the Company's
independent accountants.
In the event the shareholders fail to ratify the appointment, the
Board of Directors will reconsider its selection. Even if the selection
is ratified, the Board of Directors, in its discretion, may direct the
appointment of a different independent accounting firm at any time
during the year if the Board of Directors determines that such a change
would be in the Company's and its shareholders' best interests.
Williams & Webster, P.S., Certified Public Accountants, has
audited the Company's financial statements annually since fiscal 1998.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the shareholders vote FOR
the ratification of the selection of Williams & Webster, P.S.,
Certified Public Accountants, to serve as the Company's independent
accountants for the fiscal year ending September 30, 2000.
=====================================================================
5
<PAGE> 10
OWNERSHIP OF SECURITIES
The following table sets forth certain information known to the
Company with respect to beneficial ownership of the Company's Common
Stock as of September 28, 1999 for (i) all persons who are beneficial
owners of five percent or more of the Company's Common Stock, (ii) each
director and nominee for director, (iii) the Company's Chief Executive
Officer and the other executive officers named in the Summary
Compensation Table below, and (iv) all current executive officers and
directors as a group as of September 28, 1999:
NUMBER
OF SHARES
BENEFICIALLY PERCENT
NAME OWNED [1] OWNED [2]
- ---- ------------ ---------
John C. Headen 40,000 2.47%
James Young 75,000 4.64%
J.D.H. Morgan 65,563 4.06%
Mike Mason 50,000 3.09%
All executive officers
and directors as a group
(4 persons)
- ---------------
* Less than one percent.
[1] Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table
have sole voting and investment power with respect to all shares
of Common Stock. The number of shares beneficially owned includes
Common Stock of which such individual has the right to acquire
beneficial ownership either currently or within 60 days after
September 29, 1999, including, but not limited to, upon the
exercise of an option.
[2] Percentage of beneficial ownership is based upon 1,616,207 shares
of Common Stock, all of which were outstanding on September 28,
1999. For each named person, this percentage includes Common Stock
of which such person has the right to acquire beneficial ownership
either currently or within 60 days of September 28, including, but
not limited to, upon the exercise of an option; however, such
Common Stock shall not be deemed outstanding for the purpose of
computing the percentage owned by any other person. Such
calculation is required by General Rule 13d-3(d)(1)(i) under the
Securities Exchange Act of 1934. Based upon a review of 13G
filings made with the Securities and Exchange Commission during
fiscal year 1999, there were three 5% shareholders.
6
<PAGE> 11
COMPLIANCE WITH SEC REPORTING REQUIREMENTS
Under the securities laws of the United States, the Company's
directors, executive officers, and any persons holding more than ten
percent of the Company's Common Stock are required to report their
initial ownership of the Company's Common Stock and any subsequent
changes in their ownership to the Securities and Exchange Commission
("SEC"). Specific due dates have been established by the SEC, and the
Company is required to disclose in this Proxy Statement any failure to
file by those dates. Based upon (i) the copies of Section 16(a) reports
that the Company received from such persons for their 1999 fiscal year
transactions and (ii) the written representations received from one or
more of such persons that no annual Form 5 reports were required to be
filed for them for the 1999 fiscal year, the Company believes that
there has been compliance with all Section 16(a) filing requirements
applicable to such officers, directors, and ten-percent beneficial
owners for such fiscal year.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
COMPENSATION REPORT
The Compensation/Stock Option Committee (the "Committee") of the
Board of Directors sets the compensation of the Chief Executive
Officer, reviews the design, administration and effectiveness of
compensation programs for other key executives, and approves stock
option grants for all executive officers. The Committee is composed of
outside directors.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Company operates in the mining industry. The Committee
believes that the compensation programs for the executive officers
should be designed to attract, motivate and retain talented executives
responsible for the success of the Company and should be determined
within a competitive framework and based on the achievement of
designated financial targets, individual contribution, customer
satisfaction and financial performance relative to that of the
Company's competitors. Within this overall philosophy, the Committee's
objectives are to:
- - Offer a total compensation program that takes into consideration
the compensation practices of other mining companies.
- - Provide annual variable incentive awards that take into account
the Company's overall financial performance in terms of designated
corporate objectives and the relative performance of other
companies as well as individual contributions.
- - Align the financial interests of executive officers with those of
shareholders by providing equity-based, long-term incentives.
7
<PAGE> 12
COMPENSATION COMPONENTS AND PROCESS
The three major components of the Company's executive officer
compensation are: (i) base salary, (ii) variable incentive awards, and
(iii) long-term, equity-based incentive awards.
The positions of the Company's CEO and executive officers were
compared with those of their counterparts at other mining corporations,
and the market compensation levels for comparable positions were
examined to determine base salary, target incentives and total cash
compensation.
Base Salary. The base salary for each executive officer is
determined at levels considered appropriate for comparable positions at
other mining corporations.
No options were granted in fiscal 1999.
CEO Compensation. The annual base salary for Mr. Headen was
established by the Company in 1999, for the period May 1999 to
September 2000. The Company's decision was based on both Mr. Headen's
duties and the salary levels paid to chief executive officers within
the industry.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation earned, by the
Company's Chief Executive Officer and the other executive officers and
directors, for services rendered in all capacities to the Company and
its subsidiaries for each of the last three fiscal years. The
individuals included in the table will be collectively referred to as
the "Named Officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
COMPENSATION
--------------------------------------------- LONG-TERM
NAME AND ANNUAL COMPENSATION OTHER ANNUAL COMPENSATION ALL OTHER
PRINCIPAL ----------------------- COMPENSATION AWARDS COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($) OPTIONS(#)
<S> <C> <C> <C> <C> <C> <C>
John C. Headen 1999 84,000[1] 0 0 0 25,000[2]
President 1998 0 0 0 0 0
1997 0 0 0 0 0
J.D.H. Morgan 1999 0 0 0 0 12,500[2]
Director 1998 0 0 0 0 20,000[2]
1997 0 0 0 0 30,000[2]
Mike Mason 1999 0 0 0 0 12,500[2]
Director 1998 0 0 0 0 20,000[2]
1997 0 0 0 0 0
James Young 1999 79,200[1] 0 0 0 25,000[2]
Secretary 1998 0 0 0 0 20,000[2]
Director 1997 0 0 0 0 0
</TABLE>
8
<PAGE> 13
[1] No salaries have been paid during the current fiscal period.
[2] Officers are awarded 20,000 shares of Common Stock per year for
services, in addition to their salary. Directors are awarded
20,000 shares of Common Stock per year for service.
STOCK OPTIONS
The following table provides information with respect to the stock
option grants made during the 1999 fiscal year under the Company's Non-
Qualified Incentive Plan to the Named Officers and Directors. No stock
appreciation rights were granted to the Named Officers or Directors
during the fiscal year.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
---------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE OF ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM
OPTIONS IN FISCAL PRICE EXPIRATION ----------------------
NAME GRANTED YEAR ($/SHARE) DATE 5%($) 10%($)
- ---------- ---------- --------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
John C. Headen 0 0 0 0 0 0
J.D.H. Morgan 0 0 0 0 0 0
Mike Mason 0 0 0 0 0 0
James Young 0 0 0 0 0 0
</TABLE>
- ---------------
OPTION EXERCISES AND HOLDINGS
The table below sets forth information with respect to the Named
Officers concerning their exercise of options during the 1999 fiscal
year and the unexercised options held by them as of the end of such
year. No stock appreciation rights were granted or exercised during the
fiscal year, and no stock appreciation rights were outstanding at the
end of the fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Nunber of Underlying Unexercised In-the-Money Options
Shares Value Options at 09/30/99 at 09/30/99 ($)
acquired Realized ------------------------- ------------------------
NAME exercise ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John C.
Headen 0 0 0 0 0 0
James
Young 0 0 0 0 0 0
J.D.H.
Morgan 0 0 0 0 0 0
Mike
Mason 0 0 0 0 0 0
</TABLE>
- ---------------
9
<PAGE> 14
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL AGREEMENTS
None of the Company's executive officers have employment or
severance agreements with the Company, and their employment may be
terminated at any time at the discretion of the Board of Directors.
STOCK PERFORMANCE GRAPH
The graph depicted below shows the Company's stock price as an
index assuming $100 invested in September 1994, along with the
composite prices of companies listed in the S&P 500 and the Hambrecht
& Quist Technology Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
Cumulative Total Return
9/94 9/95 9/96 9/97 9/98 8/99
<S> <C> <C> <C> <C> <C> <C>
GRAND CENTRAL SILVER MINES, INC. 100.00 96.15 59.61 21.15 4.62 0.58
NASDAQ STOCK MARKET (U.S.) 100.00 138.12 163.91 225.05 228.89 372.36
DOW JONES MINING - DIVERSIFIED 100.00 115.62 109.98 124.63 147.60 143.52
</TABLE>
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933 or the
Securities Exchange Act of 1934 that might incorporate future filings
made by the Company under those statutes, the preceding Stock
Performance Graph will not be incorporated by reference into any of
those prior filings, nor will such report or graph be incorporated by
reference into any future filings made by the Company under those
statutes.
Notes
[1] The Company's fiscal year ended on September 30, 1999.
[2] No cash dividends have been declared on the Company's Common
Stock. Shareholder returns over the indicated period should not be
considered indicative of future shareholder returns.
SHAREHOLDER PROPOSALS FOR 2000 PROXY STATEMENT
Shareholder proposals that are intended to be presented at the
Company's Annual Meeting of Shareholders to be held in 2000 must be
received by the Company no later than May 30, 2000 in order to be
included in the proxy statement and related proxy materials.
In addition, the proxy solicited by the Board of Directors for the
2000 Annual Meeting of Shareholders will confer discretionary authority
to vote on any shareholder proposal presented at that meeting, unless
the Company is provided with notice of such proposal no later than
August 13, 2000.
10
<PAGE> 15
FORM 10-K
THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULES, AND LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO
GRAND CENTRAL SILVER MINES, INC., 950 Third Avenue, Suite 2500, New
York, New York 10022, ATTN: INVESTOR RELATIONS.
OTHER MATTERS
The Board knows of no other matters to be presented for
shareholder action at the Annual Meeting. However, if other matters do
properly come before the Annual Meeting or any adjournments or
postponements thereof, the Board intends that the persons named in the
proxies will vote upon such matters in accordance with their best
judgment.
BY ORDER OF THE BOARD OF DIRECTORS
James Young
Secretary
11
<PAGE> 16
PROXY
GRAND CENTRAL SILVER MINES, INC.
Annual Meeting of Shareholders, October 28, 1999. This Proxy is
Solicited on Behalf of the Board of Directors of Grand Central Silver
Mines, Inc.
The undersigned revokes all previous proxies, acknowledges receipt
of the notice of the shareholders meeting to be held October 28, 1999
and the proxy statement, and appoints John C. Headen and James Young or
either of them the proxy of the undersigned, with full power of
substitution, to vote all shares of Common Stock of GRAND CENTRAL
SILVER MINES, INC. that the undersigned is entitled to vote, either on
his or her own behalf or on behalf of an entity or entities, at the
Annual Meeting of Shareholders of the Company to be held at the
Princess Resort, 7575 East Princess Drive, Scottsdale, Arizona 85255,
on Thursday, October 28 at 10:00 a.m., and at any adjournment or
postponement thereof, with the same force and effect as the undersigned
might or could do if personally present thereat. The shares represented
by this proxy are as of September 28, 1999, and shall be voted in the
manner set forth below.
GRAND CENTRAL SILVER MINES, INC.
c/o OTC Stock Transfer, Inc.
231 East 2100 South
Salt Lake City, Utah 84115
1. To elect ten members of the Board of Directors to serve until the
next Annual Meeting and until their successors have been elected
and qualified;
Nominees:
(01) John C. "Skip" Headen
(02) J.D.H. Morgan
(03) Mike Mason
(04) James Young
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] --------------------------------------
For all nominees except as noted above
2. To ratify the election of Williams & Webster, P.S., Certified
Public Accountants, as the Company's independent accountants for
the fiscal year ending September 30, 2000;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 16
3. To act upon such other matters as may properly come before the
meeting or any adjournments or postponements thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT BELOW:
____________________________________________
____________________________________________
____________________________________________
____________________________________________
____________________________________________
Please sign your name exactly as it appears hereon. If acting as
attorney, executor, trustee, or in other representative capacity, sign
name and title.
Signature: ______________________________ Date: ________________
Signature: ______________________________ Date: ________________
