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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
NORD PACIFIC LIMITED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(:)(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:
Not Applicable
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2) Aggregate number of securities to which transaction applies:
Not Applicable
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
Not Applicable
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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
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4) Proposed maximum aggregate value of transaction:
Not Applicable
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5) Total Fee paid:
Not Applicable
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PROXY - NORD PACIFIC LIMITED
PROXY FOR SPECIAL GENERAL MEETING OF STOCKHOLDERS TO BE HELD ON
FEBRUARY 17, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints W. PIERCE CARSON, LEONARD LICHTER, JOHN
C.R. COLLIS, E. JOHN THOMPSON and MICHEL J. DREW and each or any one of them
(with powers of substitution), proxies for the undersigned to vote all shares
of Common Stock held of record on January 8, 1997, of NORD PACIFIC LIMITED
(the "Corporation") which the undersigned would be entitled to vote if
personally present at the Special General Meeting of Stockholders to be held
in Hamilton, Bermuda, on February 17, 1997, and at any adjournment thereof,
upon the matters set forth in the Notice of and Proxy Statement for said
meeting, copies of which have been received by the undersigned, and in their
discretion, upon all other matters which may properly come before said
meeting. Without otherwise limiting the generality of the foregoing, said
proxies are directed to vote as follows:
/X/ PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE. FOR AGAINST ABSTAIN
1. Approve the sale of up to 4,500,000 / / / / / /
shares of New Common Stock by the
Corporation in the Canadian Offering*
2. Approve a one-for-five Reverse Stock / / / / / /
Split, issue one additional share of Common
Stock instead of fractional shares and
authorize Board to set effective date
3. Approve the Board, in its sole discretion, / / / / / /
to delist the Corporation's Common Stock
from The Australian Stock Exchange
Limited
4. In their discretion to act upon such other
matters as may properly come before the / / / / / /
special general meeting or any
adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the stockholder. If no specification is made, this proxy will be voted in
favor of the above proposals.
*The Corporation will disregard any votes cast on Item 1 by persons or their
associates who, at the time of the special general meeting of stockholders, are
known by the Corporation to be participants in the purchase of shares of New
Common Stock in the Canadian Offering.
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Your proxy is important to assure a quorum at the special general meeting
whether or not you plan to attend the meeting in person. You may revoke this
proxy at any time, and the giving of it will not effect your right to attend the
special general meeting and vote in person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE(S)_________________________DATE_____________
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS. WHEN SHARES ARE HELD AS JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER AND IF A
PARTNERSHIP, PLEASE SIGN IN THE PARTNERSHIP NAME BY AUTHORIZED PERSON.
