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
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement) if other than 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)(1)
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>
LOGO NORD PACIFIC LIMITED
40 Wellington Row
Saint John, New Brunswick
Canada
Notice of Annual Meeting of Shareholders
to be held July 8, 1999
To the Shareholders of
NORD PACIFIC LIMITED:
Notice is hereby given that the annual meeting of the
shareholders of Nord Pacific Limited (the "Corporation") will be held
at 201 Third Street, NW, Suite 1750, Albuquerque, New Mexico, 87102,
on July 8, 1999 at 2:00 p.m. (MST) for the following purposes:
1. To receive the Corporation's financial statements for the
financial year ended December 31, 1998 and the auditor's
report thereon (a copy of which is enclosed herewith).
2. To elect eight directors of the Corporation.
3. To ratify the appointment of independent auditors and
authorize the Board to set their compensation.
4. To act upon such other matters as may properly come
before the meeting or any adjournment thereof.
The close of business on May 13, 1999 has been fixed as the
record date for the determination of shareholders entitled to notice
of and to vote at the annual meeting and any adjournment thereof.
Your proxy is important to assure a quorum at the meeting.
Whether or not you expect to be present, you are requested to mark,
date, sign and mail the enclosed proxy in the postage-paid envelope
which has been provided for that purpose. The proxy may be revoked by
you at any time before it is exercised, and the giving of your proxy
will not affect your right to vote in person if you attend the
meeting.
By the Order of the
Board of Directors,
/s/Ray W. Jenner
Ray W. Jenner
Secretary
<PAGE>
May 14, 1999
NORD PACIFIC LIMITED
40 Wellington Row, Suite 2100, Scotia Plaza
Saint John, New Brunswick E2L 4S3
Canada
MANAGEMENT INFORMATION CIRCULAR
For the Annual Meeting of Shareholders
July 8, 1999
General Information
This management information circular (the "Management Information
Circular") is furnished in connection with the solicitation by the
Corporation's Board of Directors (the "Board") of proxies in the
accompanying form for the annual meeting (the "Meeting") of
shareholders of Nord Pacific Limited (the "Corporation"), to be held
at the time and place and for the purpose set forth in the enclosed
notice of Meeting. All references in this Management Information
Circular to the Meeting include the Meeting and any adjournment
thereof. The persons named in the enclosed form of proxy are
directors and/or officers of the Corporation. A shareholder desiring
to appoint some other person, who need not be a shareholder, to
represent him at the Meeting, may do so by inserting such person's
name in the blank space provided in the enclosed form of proxy or by
completing another proper form of proxy and, in either case,
depositing the completed proxy at the registered office of the
Corporation or the Corporation's transfer agent indicated on the
enclosed envelope not later than the close of business on the second
business day preceding the day of the Meeting (exclusive of Saturdays,
Sundays and holidays).
Shares cannot be voted at the Meeting unless the holder is
present in person or represented by proxy. All shares represented by
properly executed proxies received by the Board pursuant to this
solicitation will be voted in accordance with the shareholder's
directions specified on the proxy. If no directions have been
specified by marking the appropriate squares on the accompanying proxy
card, the shares will be voted in accordance with the Board's
recommendations. A shareholder signing and returning the accompanying
proxy has the power to revoke it at any time prior to its exercise by
delivering to the Corporation a later dated proxy or by giving notice
to the Corporation in writing or in open meeting, but without
affecting any vote previously taken.
It is expected that the solicitation of proxies will be primarily
by mail, but proxies may also be solicited personally or by telephone
by employees, officers or directors of the Corporation.
The persons named in the enclosed form of proxy will vote the
shares in respect of which they are appointed in accordance with the
direction of the shareholders appointing them. In the absence of such
direction, such shares will be voted in favor of the passing of all
the resolutions described below. The enclosed form of proxy confers
discretionary authority upon the persons named therein with respect to
amendments or variations to matters identified in the Notice of
Meeting and with respect to other matters which may properly come
before the Meeting. At the time of printing this Management
Information Circular, management knows of no such amendments,
variations or other matters to come before the Meeting. However, if
any other matters which are not now known to management should
properly come before the Meeting, the proxy will be voted on such
matters in accordance with the best judgment of the named
proxyholders.
2
<PAGE>
Unless otherwise indicated all references herein to "dollars" or
"$" are to United States dollars.
As of the record date, May 13, 1999, there were issued and
outstanding 12,925,203 Common Shares of the Corporation. Only
shareholders of record at the close of business on the record date are
entitled to vote at the Meeting. Each Common Share is entitled to one
vote and cumulative voting is not permitted. A list of shareholders
of record entitled to vote at the Meeting will be available at the
Meeting for examination by any shareholder for any purpose germane to
the Meeting.
The holders of a majority of the Corporation's outstanding Common
Shares, present in person or represented by proxy are entitled to vote
and constitute a quorum for the transaction of all business at the
Meeting. Automated systems administered by the Corporation's transfer
agent tabulate the votes. An affirmative vote of a majority of the
Common Shares present and voting at the Meeting is required for the
election of directors and for the transaction of all other business.
Beginning on or about May 14, 1999, copies of this Management
Information Circular, the accompanying proxy card and the
Corporation's Annual Report to shareholders for 1998 will be mailed to
all shareholders entitled to receive notice of, and to vote at, the
Meeting.
PRINCIPAL SHAREHOLDERS
As at May 13, 1999, 12,925,203 Common Shares of the Corporation
were issued and outstanding. Each Common Share entitles the holder
thereof to one vote on all matters to be acted upon at the Meeting.
All holders of Common Shares of record as of the time of the Meeting
are entitled either to attend and vote thereat in person the
respective Common Shares held by them or, provided a completed and
executed proxy shall have been delivered to the registered office of
the Corporation or its transfer agent within the time specified in the
attached notice of Meeting, to attend and vote thereat by proxy the
respective Common Shares held by them.
The following table sets forth the only entity or person known by
the Board to be the beneficial owner of more than 5% of the
outstanding Common Shares of the Corporation as of May 13, 1999.
Common Shares Beneficially
Owned as of May 13, 1999
Percent of
Name and Address of Beneficial Owner Number Class
Nord Resources Corporation 3,697,561 28.5%
201 Third Street, NW - Suite 1750
Albuquerque, New Mexico 87102
ITEM 1
ELECTION OF DIRECTORS
Eight directors are to be elected to hold office until the next
annual meeting of shareholders or until their successors are elected
or appointed and qualified. The Board has nominated for election as
directors the eight persons named below, all of whom presently serve
as members of the Board. The shares represented by the proxy, unless
the giver of the proxy indicates otherwise, will be voted at the
Meeting in favor of the election of the nominees named below.
3
<PAGE>
Each of the nominees named below is, at present, available for
election. If any such nominees should for any reason become
unavailable for election, proxies in the accompanying form will be
voted for a substitute nominee designated by the Board. There are no
family relationships among any nominees or directors or among them and
any officer of the Corporation or any of its subsidiaries.
Set forth below is certain information for each nominee for
election as director and each executive officer named in the Summary
Compensation Table.
The statement as to the Common Shares of the Corporation
beneficially owned or over which control or direction is exercised by
the nominees for election as directors hereinafter named is in each
instance based upon information furnished by the person concerned.
Common Shares Beneficially
Nominees for Owned as of May 13, 1998 (1)
Election as Directors Age Since Number Percent of Class
- ---------------------- ---- ----- ------------- -----------------
Edgar F. Cruft (10) 66 1988 4,261,561 (2) 31.9%
W. Pierce Carson 56 1988 4,400,561 (3) 32.7%
Ray W. Jenner 47 1998 32,500 (4) *
Terence H. Lang (11) 62 1988 3,873,561 (5) 29.5%
Leonard Lichter (11) 71 1988 3,863,461 (5) 29.6%
Michel J. Drew (10, 11) 63 1988 111,202 (6) *
Lucile Lansing 70 1990 113,200 (6) *
John B. Roberts 63 1994 84,200 (7) *
Other Named Executive Officers
Officer
Name Age Since Number Percent of Class
- --------------------- ---- ------- ------------- -----------------
Mark R. Welch 59 1990 210,600 (8) 1.6%
All Named Executive Officers
and Directors as a Group
(9 persons) -- -- 5,858,163 (9) 40.0%
__________________________________________
* Represents less than 1% of the shares outstanding.
1 Ownership includes sole voting and investment power except as
otherwise noted. When applicable, the number of shares
beneficially owned includes the number of unissued shares which the
listed person has the right to acquire within 60 days after May 13,
1998. In determining the number of shares outstanding for
computing the percent of class owned by the listed person, the
number of shares outstanding of the Corporation has been increased
by the number of unissued shares which the listed person has the
right to acquire from the Corporation within 60 days after May 13,
1998.
2 Includes options to purchase 72,000 shares under the 1991 Stock
Option Plan, options to purchase 60,000 shares under the 1995 Stock
Option Plan and non-plan options to purchase 264,000 shares. Also
includes 3,697,561 Common Shares owned by Nord Resources, of which
Dr. Cruft is Chairman.
3 Includes options to purchase 72,000 shares under the 1991 Stock
Option Plan, options to purchase 60,000 shares under the 1995 Stock
Option Plan and non-plan options to purchase 379,000 shares. Also
4
<PAGE>
includes 3,697,561 Common Shares owned by Nord Resources, of which
Dr. Carson is Chief Executive Officer and a director.
4 Includes non-plan options to purchase 17,500 shares.
5 Includes options to purchase 12,000 shares under the 1991 Stock
Option Plan for Mr. Lang and Mr. Lichter, non-plan options to
purchase 100,000 and 75,200 shares for Mr. Lang and Mr. Lichter,
respectively and options to purchase 40,000 shares for Mr. Lang and
24,000 shares for Mr. Lichter under the 1995 Stock Option Plan.
Also includes 3,697,561 Common Shares owned by Nord Resources, of
which Mr. Lang and Mr. Lichter are directors. As to Mr. Lang, also
includes 6,000 Common Shares owned by his wife for which he
disclaims beneficial ownership.
6 Includes options to purchase 12,000 shares under the Corporation's
1991 Stock Option Plan, options to purchase 24,000 shares under the
1995 Stock Option Plan, and non-plan options to purchase 75,200
shares.
7 Includes options to purchase 12,000 shares under the Corporation's
1991 Stock Option Plans and options to purchase 24,000 shares under
the 1995 Stock Option Plan and non-plan options to purchase 47,200
shares.
8 Includes options to purchase 12,000 shares under the 1989 Stock
Option Plan and options to purchase 113,200 shares under the
Corporation's 1991 Stock Option Plan, options to purchase 57,600
shares under the 1995 Stock Option Plan and non-plan options to
purchase 30,000 shares.
9 Includes options to purchase 1,691,100 shares. Also includes
3,697,561 Common Shares owned by Nord Resources of which Messrs.
Cruft, Carson, Lang and Lichter are directors.
10 Member of the Compensation Committee.
11 Member of the Audit Committee.
_________________________________________
Dr. Cruft is the Chairman of the Corporation and from 1988-1997
was Chairman and Chief Executive Officer. He is also a founder of
Nord Resources and served as its Chairman, President, Chief Executive
Officer and a director from its inception in 1968 to his retirement as
President and Chief Executive Officer in 1997. He is still Chairman
and a director of Nord Resources. He holds a Bachelors Degree in
Geology from Durham University, England and a Ph.D. in Geochemistry
from McMaster University, Canada.
Dr. Carson is the President and Chief Executive Officer and a
director of the Corporation and Nord Resources. From 1990 to 1997, he
was President of the Corporation and prior to 1990, he was Senior Vice
President of Exploration for Nord Resources. Dr. Carson has over 30
years experience in the mining industry and holds a Bachelors Degree
in Geology from Princeton University and a Ph.D. in Economic and
Structural Geology from Stanford University. He has been a director
of Nord Resources since January 1994 and President and Chief Executive
Officer since 1997.
Mr. Jenner is the Chief Financial Officer of the Corporation and
Nord Resources. He has 24 years experience in domestic and
international financial environments, including 14 years with Echo Bay
Mines where, from 1986 to 1997, he was the Vice President and
Treasurer, involved in raising equity and securing debt financing both
in Canada and the U.S. Prior to Echo Bay, he spent ten years with
5
<PAGE>
Price Waterhouse in Canada, Australia and Indonesia. He is a chartered
accountant who holds a Bachelor of Commerce Degree in Management
Science and a Bachelor of Science Degree in Physics and Mathematics.
Mr. Lang is a director and was until his retirement in 1997, Vice
President and the Treasurer of the Corporation. From 1978 until his
retirement in 1997, Mr. Lang was also Senior Vice President - Finance
and Treasurer of Nord Resources. He is also a director of Nord
Resources.
Mr. Lichter is a director of the Corporation and has been so
since its inception. He is an attorney and a Certified Public
Accountant and since 1971 has been a principal in the law firm of
Spitzer & Feldman P.C., New York, New York, which is counsel to the
Corporation. He is also a director of Nord Resources.
Mr. Drew, a director of the Corporation since its inception, is
President and majority stockholder of International Services Limited,
a management services company based in Bermuda which provides services
to the Corporation. He is a director of Old Mutual South Africa Trust
and Old Mutual Equity Growth Assets South Africa Fund. He is a member
of the Institutes of Chartered Accountants of Canada, Ontario and
Bermuda and of the executive committee of the International Companies
Division of the Bermuda Chamber of Commerce.
Ms. Lansing, a director of the Corporation since 1990, is
President of Lansing Financial Group, Inc., the general partner of a
venture capital fund and also a registered securities principal which
provides general administrative services to registered
representatives. She is also Chief Executive Officer of Ceracon, Inc.
and a director of Octus, Inc. of San Diego, California.
Mr. Roberts became a director of the Corporation in 1994. He has
over 42 years of mining related experience and was Chairman of
Australian Resources Limited from 1993 to 1997 and is currently a
director. Australian Resources Limited is a public company producing
gold and copper in Australia. He is also chairman of Ballarat
Goldfields N.L., a public company developing gold resources in
Australia. Mr. Roberts was previously Managing Director of Homestake
Gold of Australia Limited, where he served in various capacities in
Australia and the United States. He holds a Bachelor of Science
degree in Geology from University of Adelaide, South Australia and is
a Fellow of the Australasian Institute of Mining and Metallurgy.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Directors who are not otherwise employed by the Corporation
receive $1,000 per calendar quarter and $500 for attending each in-
person meeting of the Board. Mr. Lichter does not receive any fees for
his membership on the Board. Mr. Lichter bills his time through
Spitzer & Feldman P.C., of which he is a principal, and which is
counsel to the Corporation. Mr. Drew is employed by International
Services Limited, which receives payment under contract from the
Corporation for corporate services, including his time as a director,
and does not receive fees for his membership on the Board. Mr.
Roberts, in addition to his Board fees, receives a fee as a consultant
to the Corporation.
During fiscal 1998 the Board held five meetings. All Board
members attended at least 75% of the Board meetings and Committee
meetings.
The Board has a Compensation Committee composed of Dr. Cruft and
Mr. Drew and an Audit Committee composed of Mr. Lichter, Mr. Drew, and
Mr. Lang. The Audit Committee meets independently with
representatives of the Corporation's independent accountants and with
representatives of senior management. The Audit Committee reviews the
general scope of the Corporation's annual audit, the fee charged by
the independent accountants and other matters relating to internal
control systems. In addition, the Audit Committee is responsible for
recommending the engagement or discharge of the Corporation's
6
<PAGE>
independent accountants. The Compensation Committee is responsible
for approving and reporting to the Board on the annual compensation
for all officers, including salary and stock options. The
Compensation Committee also is responsible for granting stock options
and other awards to be made under the Corporation's existing
compensation and bonus plans. The Compensation Committee did not meet
during 1998 and matters of compensation and the granting of stock
options were addressed by the full Board. The Audit Committee met
once during the year to review the audited financial statements for
1997. The Corporation does not have a nominating committee.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Corporation's directors, executive
officers and beneficial holders of more than 10% of the Corporation's
Common shares to file with the United States Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of changes
in ownership of Common Shares of the Corporation. A similar
requirement is set forth in Canadian provincial securities acts.
Based solely upon the Corporation's review of copies of forms it
receives from executive officers, directors and beneficial holders
owning more than 10% of the outstanding Common Shares of the
Corporation and on written representations from certain of such
persons, the Corporation believes that during the fiscal year ended
December 31, 1997 all filing requirements under Section 16(a) of the
Exchange Act were made by such persons on a timely basis.
OTHER EXECUTIVE OFFICERS
Mark Welch, 59, was appointed Vice President-Development of the
Corporation in February 1990. Mr. Welch was Chief Engineer of
Ranchers Exploration and Development Corporation from 1974-1984 where
he had major responsibility for development and operation of various
gold, silver, copper, uranium and industrial mineral projects. From
1984 to 1990 he was Vice President of Western Resources Corporation, a
minerals company. He holds the degree of B.S. Mining Engineering
from Washington State University.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
Since January 1, 1998, the Corporation has shared office space,
administrative personnel and expenses with Nord Resources on a 50/50
basis. In 1997 and 1996, Nord Resources provided certain services to
the Corporation under a management agreement. Nord Resources was
reimbursed for all direct expenses and its overhead associated with
the operations of the Corporation at approximately $7,000 per month as
per the management agreement. Management believes that the costs that
would have been incurred had the Corporation obtained such services on
a stand-alone basis would have approximated the amounts paid to Nord
Resources. Total amounts paid to Nord Resources were $566,000 and
$399,000 for the years ended December 31, 1997 and 1996, respectively.
In October 1996, Nord Resources agreed to make available to the
Corporation, at Nord Resources' discretion, an operating loan payable
on demand and bearing interest at prime rate plus 1%. At December 31,
1996, the Corporation owed Nord Resources advances of $947,000.
During 1997, Nord Resources advanced the Corporation an additional
$2,800,745, net of repayments, bringing the total indebtedness to
$3,747,745. In July and August 1997, the Corporation repaid
$2,000,000 of the amount outstanding. Concurrent with the closing of
the Corporation's Canadian offering on July 3, 1997, Nord Resources,
which previously owned 35% of the outstanding Common Shares of the
Corporation, converted the remainder of the amount outstanding into
349,549 Units consisting of one Common Share and one half of one
purchase warrant at $5.00 per Unit.
7
<PAGE>
From January 1, 1998 to September 30, 1998, when the Company
discontinued in Bermuda and continued into the Province of New
Brunswick, the Corporation retained International Services Limited, a
Bermuda entity of which Michel J. Drew, a director, is a principal
shareholder, to maintain the executive offices of the Corporation in
Bermuda and to render additional services that may be required in
Bermuda. International Services Limited continues to provide these
services for Nord Gold Limited, a 100% owned subsidiary of the
Company. The minimum annual fee for such services is $3,500 and
additional fees may be payable based on the time expended with respect
to such required services. In the fiscal year ended December 31,
1998, the Corporation paid International Services Limited $14,134 for
such fees and services.
Spitzer & Feldman P.C., of which Mr. Leonard Lichter is a
principal, performs certain legal services for the Corporation. The
Corporation paid $58,472 to Spitzer & Feldman P.C. in 1998 for these
services.
In February 1994, the Corporation entered into a consulting
agreement with Mr. John B. Roberts for approximately $14,000 per year
for twenty-four days of consulting per year. The agreement may be
terminated at any time by notice from either party. This agreement
was in effect in 1998.
Any future transactions with officers, directors or their
affiliates will be on terms at least as favorable as those available
from unaffiliated parties.
8
<PAGE>
EXECUTIVE OFFICERS COMPENSATION
Summary Compensation Table
The following table sets forth compensation in fiscal years ended
December 31, 1998, 1997 and 1996 earned by (hereinafter collectively
the "Named Executive Officers") (i) the Chief Executive Officer of the
Corporation and (ii) the Corporation's other most highly compensated
executive officers, whose aggregate salary and dollar value of bonus
for the fiscal year ended December 31, 1998 exceeded $100,000.
Specific aspects of the compensation of the named Executive Officers
are shown in the subsequent tables.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------------------------------------------- --------------
Other Share
Name & Principal Salary Bonus Compensation Options
Position Year ($) ($) ($) (#)
- ------------------- ------ -------- --------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Edgar F. Cruft 1998 55,760 -- -- 30,000
Chairman 1997 112,904 -- 20,760 (1) 50,000
1996 166,810 -- 20,760 (1) 48,000
W. Pierce Carson 1998 200,000 -- 71,344 (2) 170,000 (3)
President & CEO 1997 213,080 -- 70,775 (2) 100,000 (4)
1996 230,475 -- 79,408 (2) 48,000
Mark R. Welch 1998 141,120 -- 69,198 (2) 30,000 (5)
Vice President 1997 133,500 20,000 60,876 (2) 30,000 (6)
1996 125,500 -- 61,293 (2) 25,600
</TABLE>
1 Represents the Corporation's contribution to Dr. Cruft's 401(k)
plan.
2 Includes additional cash compensation of $57,957, $41,840 and
$50,300 to Dr. Carson and $55,032, $40,938 and $43,100 to Mr. Welch
for 1998, 1997 and 1996 respectively paid as a living allowance as
the Corporation's business requires these officers to spend a
significant portion of their time in Australia. Also includes
$10,000 in 1998 and $20,760 to Dr. Carson in 1997 and 1996 and
$10,000, $17,620 and $16,390 to Mr. Welch in 1998, 1997 and 1996 as
the Corporation's contribution to each individual's 401(k) plan.
3 Subject to a one year restriction on exercise from March 5, 1998 on
25,000 shares and two years on 25,000 shares. Also subject to a one-
year restriction from June 1, 1998 on 50,000 shares and two years or
50,000 shares.
4 Subject to a one year restriction on exercise from June 1, 1997 on
50,000 shares and two years for 50,000 shares.
5 Subject to a one year restriction on exercise from March 5, 1998 on
15,000 shares and two years on 15,000 shares.
6 Subject to a one year restriction on exercise from May 21, 1997 for
15,000 shares and two years on 15,000 shares.
________________________________________
9
<PAGE>
STOCK OPTION PLANS AND STOCK BONUS PLAN
As of May 13, 1999 the Corporation had a 1989 Stock Option Plan
(the "1989 Option Plan"), a 1990 Stock Bonus Plan (the "1990 Bonus
Plan"), a 1991 Stock Option Plan (the "1991 Option Plan") and a 1995
Stock Option Plan (the "1995 Option Plan"), each of which has been
approved by the shareholders of the Corporation. The Corporation has
also granted non-plan stock options ("Non-plan Options"). Each of the
plans and the Non-plan Options are administered by the Compensation
Committee.
The 1989 Option Plan, the 1991 Option Plan and the 1995 Option
Plan (collectively the "Option Plans") provide for the grant of
options to purchase Common Shares to officers and other key employees
of the Corporation and its subsidiaries. Directors and officers who
are also directors are not permitted to participate in the 1989 Option
Plan, however such persons can participate in the 1991 Option Plan and
the 1995 Option Plan pursuant to the grant of Formula Options
("Formula Options"), which are limited to 304,000 shares in total for
the 1995 Option Plan and 240,000 shares in total for the 1991 Option
Plan. Options granted under the Option Plans can be incentive stock
options or non-qualified stock options, as defined in the United
States Internal Revenue Code of 1986, as amended (the "Code"). For
incentive options and Formula Options the purchase price cannot be
less than the fair market value of a share on the date of grant. Non-
qualified options may be granted at less than fair market value, as
determined by the Compensation Committee. The term of options granted
under the Option Plans cannot exceed 10 years.
The 1989 Option Plan provides for the grant of options to
purchase up to 160,000 Common Shares. As of May 13, 1999, all options
under the 1989 Option Plan had been granted at exercise prices ranging
from $1.875 to $4.375 per share.
The 1991 Option Plan provides for the grant of options to
purchase up to 480,000 Common Shares. As of May 13, 1999, options to
purchase 450,878 shares are outstanding under the 1991 Option Plan, at
exercise prices ranging from $2.54 to $5.25 per share. Options to
purchase an additional 10,600 shares are available for grant under the
plan.
The 1995 Option Plan provides for the grant of options to
purchase 600,000 Common Shares. As of May 13, 1999 options to
purchase 498,120 shares are outstanding and options to purchase an
additional 49,000 shares remain available for grant. Exercise prices
of the options granted under the 1995 Option Plan range from $2.75 to
$5.25 per share.
The 1990 Bonus Plan provides for the issuance of Common Shares of
the Corporation to officers and other key employees (other than
officers who are also directors) as incentive bonuses. The Bonus Plan
provides for the issuance of up to 80,000 shares. As of May 1, 1998,
awards had been made for 76,193 shares, leaving 3,807 shares for
future awards.
At May 13, 1999, Non-plan Options to acquire 1,412,600 Common
Shares at exercise prices ranging from $2.75 to $5.6875 have been
granted. Non-plan Options to purchase 636,800 shares were issued to
non-officer directors at exercise prices ranging from $2.75 to $4.50
per share. Non-plan Options to purchase 519,000 shares were issued to
directors who are also officers at prices ranging from $2.75 to
$5.6875 per share and Non-plan Options to purchase 256,800 shares have
been issued to consultants at prices ranging from $2.75 to $5.25.
Shareholder approval was obtained for the grant of 592,000 options and
shareholder approval was not required for the balance of the option
grants. The Non-plan Options expire in three to ten years from the
date of grant and are issued at the market price of the Common Shares
at the date of issue.
The following table shows as to each Named Executive Officer for
fiscal 1998 (i) the number of shares with respect to which options
were granted by the Corporation (ii) the percentage of total options
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<PAGE>
granted to employees, (iii) the per share exercise price for such
options, (iv) the expiration date of the options, and (v) potential
realized value of the options.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1998
Individual Grants
----------------------------------------------------------
Potential Realizable Value
Number of at Assumed Annual Rates
Securities % of Total of Share Price Appreciation
Underlying Options for Option Term (2)
Options Granted Exercise Expiration -----------------------------
Name Granted in 1998 (1) Price Date 5% 10%
- ------------------ ---------- ----------- --------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edgar F. Cruft 30,000 6.0% $ 2.75 03/05/08 $ 51,870 $131,490
W. Pierce Carson 100,000 20.0% $ 2.41 06/01/03 $ 66,600 $102,970
70,000 14.5% $ 2.75 03/05/08 $121,030 $306,810
Mark Welch 30,000 6.0% $ 2.75 03/05/08 $ 51,870 $131,490
______________________________
</TABLE>
1 The Corporation granted options to purchase 499,000 shares in
fiscal 1998.
2 Dollar amounts under these columns are the result of calculations
based on assumed annualized rates of stock appreciation of 5% and
10% as prescribed by the SEC. The assumed rates are not intended by
the Corporation to forecast possible future appreciation, if any, of
its share price, which will be determined by future events and
unknown factors.
______________________________
The following table presents information concerning options
exercised during 1998 and the value of unexercised options at December
31, 1998 for each Named Executive Officer.
<TABLE>
AGGREGATED OPTION EXERCISES IN 1998
AND YEAR-END OPTIONS VALUES
<CAPTION>
Securities Unexercised Options Value of Unexercised in
Acquired Aggregate at the Money Options at
on Value December 31, 1998 December 31, 1998 (1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <S> <C> <C> <C> <C> <C>
Edgar F. Cruft None - 396,000 -- $ - 0 - $ - 0 -
W. Pierce Carson None - 386,000 200,000 $ - 0 - $ - 0 -
Mark R. Welch None - 167,800 45,000 $ - 0 - $ - 0 -
_____________________________
(1) Based upon the closing price of the Corporation's Common Shares
on December 31, 1998 of $.6563 per share as quoted on NASDAQ
______________________________
</TABLE>
11
<PAGE>
RETIREMENT AND CHANGE IN CONTROL AGREEMENTS
FOR NAMED EXECUTIVE OFFICERS
The Corporation has a severance agreement with Dr. Carson to pay
him two years of his salary and bonuses, if any, should his employment
be terminated within two years of acquisition of control of the
Corporation. In such event, Dr. Carson would also be paid the
"spread" or difference between the market price and exercise price of
any unexercised stock options he holds at that time. The Corporation
has a severance agreement with Mr. Welch to pay six months of salary
and bonus, if any, should his employment be terminated within two
years of acquisition of control of the Corporation by a group other
than Nord Resources. These agreements are intended to insure the
establishment and maintenance of a sound and vital management,
essential to protecting and enhancing the best interests of the
Corporation and its shareholders.
Prior to joining the Corporation in 1990, Dr. Carson had a
separate retirement agreement with Nord Resources which provided
annual payments to Dr. Carson for a period of 15 years commencing at
age 62, or on termination of employment, whichever is later (or age 55
in the event the provisions of the agreement with respect to early
retirement are satisfied). The payments were based on a percentage of
his average annual compensation over his final three years of
employment. The percentage is equal to 5% plus 1-1/2% for each year
of service that Dr. Carson has with Nord Resources to a maximum of 30
years. At December 31, 1998, Dr. Carson had 18 years of service. The
agreement also provided for payment of certain death benefits. The
Corporation has assumed the obligations under this agreement. Dr.
Carson's years of service under the agreement include the years he was
employed by Nord Resources. For the years ended December 31, 1998 and
1996, the Corporation accrued $6,000 and $68,000, respectively,
relating to the retirement benefits expected to be paid to Dr. Carson.
No such accrual was necessary for the year ended December 31, 1997.
Effective May 15, 1997 a similar plan was established for Mr.
Welch. At age 65, or on termination of employment, whichever is
later, he will become eligible to receive annual payments for a period
of 15 years. The payments will be based on a percentage of his
average annual compensation over his final three years of employment.
The percentage is equal to 5% plus 1 1/2% for each year of service
that Mr. Welch has with the Corporation up to a maximum of 30 years.
At December 31, 1998, Mr. Welch had eight years of service.
The following table illustrates the estimated annual retirement
benefit that would be payable for 15 years to Dr. Carson and Mr. Welch
at specified levels of compensation and years of service to the
Corporation. In 1992, however, the agreement was amended to provide
that the net present value of Dr. Carson's future retirement benefits
at the time of his retirement would be paid to him within three years
of his retirement, reduced by his share of the cash value of a certain
insurance policy which the Corporation transferred to Dr. Carson in
1992.
Years of Service
------------------------------------------------------------
FINAL AVERAGE
COMPENSATION 10 15 20 25 30
- ------------- ------- ------- ------- -------- --------
$100,000 $20,000 $27,500 $35,000 $ 42,500 $ 50,000
$125,000 $25,000 $34,375 $43,750 $ 53,125 $ 62,500
$150,000 $30,000 $41,250 $52,500 $ 63,750 $ 75,000
$175,000 $35,000 $48,125 $61,250 $ 74,375 $ 87,500
$200,000 $40,000 $55,000 $70,000 $ 85,000 $100,000
$225,000 $45,000 $61,875 $78,750 $ 95,625 $112,500
$250,000 $50,000 $68,750 $87,500 $106,250 $125,000
12
<PAGE>
BOARD COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
Philosophy
The Corporation applies a consistent philosophy to compensation
for all employees, including senior management. This philosophy is
based on the premise that the achievements of the Corporation result
from the coordinated efforts of all individuals working toward common
objectives. The Corporation strives to achieve those objectives
through teamwork that is focused on meeting the periodic goals
established by the Corporation and the expectations of shareholders.
The compensation program goals are to enable the Corporation to
attract, retain and reward key personnel who contribute to the long-
term success of the Corporation and to align compensation with
business objectives and performance. The Corporation's compensation
program for executive officers is based on the same principles
applicable to compensation decisions for all employees of the
Corporation. Through the grant of stock options, stock bonuses and
restricted stock, the Corporation intends to relate compensation to
overall corporate performance as reflected in the price of its stock.
Compensation and Performance
Executive officers are rewarded based upon corporate performance
and individual performance. Corporate performance is evaluated by
reviewing the extent to which strategic and specific goals are met,
including such factors as demonstrating measurable progress in the
exploration, development and operation of the Corporation's properties
and acquiring new properties for exploration and development.
Individual performance is evaluated by reviewing organizational and
management development progress and the degree to which the employee
has contributed to the success of the Corporation.
The Corporation applies its compensation philosophy worldwide.
The Corporation strives to achieve a balance of the compensation paid
to a particular individual and the compensation paid to other
executives both inside the Corporation and at comparable companies.
Compensation to Chairman and President
Matters relating to compensation of executive officers were
addressed by the full Board of Directors in fiscal 1998.
Compensation Vehicles
The Corporation has a history of using a program that consists of
cash and equity based compensation. Having a compensation program
that allows the Corporation to successfully attract and retain key
employees permits it to explore and develop mines and to produce its
minerals at expected competitive levels of production and costs, to
enhance shareholder value, motivate technological innovation, foster
teamwork and adequately reward employees. The compensation vehicles
are:
(a) Cash Based Compensation - The Corporation sets base salary
for employees by reviewing the aggregate of base salary and
annual bonus for competitive positions in the market and by
reviewing the employee's historical compensation and the
effect of inflation on such compensation.
(b) Stock Bonus Plan - The Corporation has the 1990 Bonus Plan
under which awards of stock are made from time to time for
outstanding performance and as an incentive for future
13
<PAGE>
performance. Directors and officers who are directors are
not eligible for awards under the 1990 Bonus Plan.
(c) Restricted Stock - Awards of stock can be made under this
plan to reward prior service and as an incentive for future
service. Recipients of restricted stock awards must
continue in the employ of the Corporation for specified
periods or the stock is forfeited.
(d) Stock Option Program - The purpose of this program is to
provide additional incentive to employees to work to
maximize shareholder value. The option program also
utilizes vesting periods to encourage all employees to
continue in the employ of the Corporation. The Corporation
grants stock options annually to most, and sometimes all, of
its employees.
(e) Deferred Compensation for Senior Executives - The
Corporation has entered into a retirement agreement with its
President and its Vice President-Development. The agreement
provides benefits to these senior executives upon retirement
based on several factors, including the number of years of
service to the Corporation. The purpose of this retirement
agreement is to provide incentive to senior executives to
continue to provide services to the Corporation. Deferred
compensation may be made available in the future to other
senior executives.
(f) 401(k) Plan - The Corporation provides a retirement and
savings plan for its salaried U.S. employees pursuant to
Section 401(k) of the Internal Revenue Code. Each employee
may contribute up to 15% of his or her salary to this plan,
to a maximum of $10,000 in 1998 and such employee may defer
taxes on that contribution. In 1998 the Corporation made a
contribution to the respective 401(k) plans of employees.
This plan helps the Corporation to attract and retain
employees upon whom the Corporation relies in operating its
business.
Compensation Committee Interlocks and Insider Participation
Compensation Committee:
Edgar F. Cruft
Michel J. Drew
Dr. Cruft is Chairman of the Corporation and a member of the
Compensation Committee. Dr. Cruft is also Chairman of Nord Resources,
which entity owns approximately 29% of the issued and outstanding
Common Shares of the Corporation. Mr. Drew is a principal in
International Services Limited, which provides corporate services for
the Corporation in Bermuda. International Services Limited was paid
$14,134 by the Corporation in 1998 to perform such services.
Corporate Governance
The Toronto Stock Exchange (the "TSE") has adopted Corporate
Governance Guidelines as set out in section 474 of its company manual
and this statement of corporate governance has been prepared with
reference thereto. The Corporation's corporate governance framework
and procedures are structured such that the Board of Directors
explicitly assumes responsibility for the stewardship of the
Corporation including review by the Board of the following matters:
- the Corporation's strategic planning procedures
- the identification and management of the principal risks of the
Corporation's business; and
- the integrity of the Corporation's internal control and
management information systems.
14
<PAGE>
The Board takes responsibility for succession and for appointing
officers of the Corporation. The Board encourages senior management
to participate in personal development activities and supports
management's commitment to the training and development of all
employees.
The Board is comprised of eight directors, two of whom, Dr Carson
and Mr. Jenner, are members of management of the Corporation and four
of whom, Dr. Carson, Dr. Cruft, Mr. Lang and Mr. Lichter, are also
directors of Nord Resources. The other directors are unrelated
outside directors. This representation by unrelated directors is
adequate to present a point of view independent of management and to
represent the interests of minority shareholders.
Dr. Carson personally retains responsibility for the monitoring
of senior management and for the Corporation's external communications
policy. Given Dr. Carson's close involvement in day to day operations
of the Corporation, the Board has not considered it necessary to
evolve a formal policy on expectations of management.
The committees of the Board are comprised primarily of unrelated
directors and function as follows:
The Audit Committee meets at least annually and reviews the
annual financial statements, matters relating to the securities
commissions, investments and transactions that could adversely affect
the well being of the Corporation. The Audit Committee also
establishes and monitors procedures to resolve conflicts of interest
and for reviewing audit and financial matters. Through meetings with
external auditors and senior management, the Audit Committee
discusses, among other things, the effectiveness of the internal
control procedures established for the Corporation.
The Compensation Committee reviews compensation practices and
management succession and recommends the approval of the remuneration
of the Corporation's senior executives including the Chief Executive
Officer to the Board.
The Board has not constituted a formal Nominating Committee,
comprising the unrelated directors, to be responsible for proposing
new nominees to the Board and for assessing directors on an ongoing
basis. To date, nominations have been the result of recruitment
efforts by the Chairman and have been discussed informally with
several directors before being brought to the Board as a whole. The
Corporation does not have a formal process of orientation and
education for new members of the Board.
To date, due to the size and nature of the Corporation, the Board
has not constituted a committee composed exclusively of outside
directors, a majority of whom are unrelated directors to assess the
effectiveness of the Board as a whole, the committees of the Board and
the contributions of individual directors. In the future, this task
may be assigned to the Audit Committee.
The Board has considered its size with a view to the impact of
size upon its effectiveness and has concluded that the number of
directors as presently constituted is appropriate for a company of the
size and complexity of the Corporation. The Board as presently
constituted brings together a mix of skills, background, ages and
attitudes that the Board considers appropriate to the stewardship of
the Corporation.
Since June, 1997 the Chairman has been other than an officer of
the Corporation.
The Board has not adopted a system that would enable an
individual director to engage an outside adviser at the expense of the
Corporation in appropriate circumstances. If such an engagement were
appropriate it would be subject to the approval of the Board and would
require advice to senior management of any such action.
15
<PAGE>
Given the considerations noted above, the Corporation's approach
to corporate governance differs in certain respects from the TSE
Guidelines. The Board of Directors however believes that the existing
corporate governance structure is appropriate in the circumstances and
the Corporation is in the process of examining its own requirements
and procedures in order to further comply with the Guidelines.
Year 2000 Compliance
In January 1998, the Company initiated a Year 2000 project to
address the issue of computer programs and embedded computer chips
being unable to distinguish between the year 1900 and the year 2000.
The project involves converting to Year 2000 compliant accounting
software, testing existing software, hardware and operational systems
and communicating with third-party customers, suppliers and service
providers to ensure that they are taking appropriate action to remedy
their Year 2000 issues.
The Company has installed Year 2000 compliant accounting software
and is in the process of converting from its existing system. The
Company anticipates that the implementation of this software will be
completed by September 30, 1999. The Company's local area network and
PC hardware and non-accounting software, such as spreadsheets and word
processing, have been tested and, to the best of the Company's
knowledge, are Year 2000 compliant. Other non-information technology
systems, such as the telephone system and other office equipment, are
currently being assessed for Year 2000 readiness. Management expects
to have substantially all of the system and application changes,
except for the accounting software, completed by April 30, 1999 and
expects to complete testing of substantially all systems and
applications by June 30, 1999.
The Company believes that the computer systems and applications
it maintains would not have a material impact on the operations of the
Company or its revenues in the event that the systems fail to operate
in the Year 2000. A contingency plan to replace any non-compliant
systems has been developed. If the conversion to Year 2000 compliant
accounting software is not complete by December 31, 1999, the Company
may be able to use compliant spreadsheet software until the accounting
software is operational. A decision regarding the preparation of a
contingency plan will be made by June 30, 1999.
The computer systems at the Girilambone copper mine, which
provide substantially all of the Company's revenue, have been reviewed
for Year 2000 compliance. Based upon this review, a number of
hardware systems have been upgraded to achieve year 2000 compliance.
Testing and upgrading of systems continues and final results and
recommendations are expected to be completed by June 30, 1999. The
Company will continue to monitor the operation at Girilambone to
ascertain whether it has attained Year 2000 compliance.
The Company is communicating with third party customers and
suppliers and has received notification from its building manager, its
bank, the NASDAQ and The Toronto Stock exchanges and other service
providers indicating that they expect to be Year 2000 compliant. The
Company has prepared surveys for distribution to its customers, major
vendors and other service providers to ascertain their state of Year
2000 readiness. It is anticipated that these surveys will be
completed and distributed on or about March 31, 1999. Due to the
general uncertainty inherent in the Year 2000 problem, resulting in
part from the uncertainty of the Year 2000 readiness of third-party
customers, suppliers, and service providers, the Company is unable to
determine at this time whether the consequences of Year 2000 failures
will have a material impact on the Company's results of operations or
financial condition.
The estimated total cost of Year 2000 testing and compliance is
expected to be approximately $50,000, which includes costs related to
the purchase and conversion to Year 2000 compliant accounting
software. No costs directly related to the Year 2000 issue have been
incurred as of December 31, 1998. The costs of the project and the
expected completion dates are based on management's best estimates.
16
<PAGE>
Stockholder Return on Common Stock
The following graph compares the total annual return on the
Corporation's Common Stock with the annual return of the CRSP Total
Return Index for the NASDAQ Stock Market (U.S. and Foreign Companies)
for the period December 31, 1993 to December 31, 1998, and with the
CRSP Index for NASDAQ stocks with SIC codes 1000-1099 (metal mining
companies).
Comparison of Five-Year Cumulative Total Returns
Peformance Graph for
Nord Pacific Limited
Prepared by the Center for Research in Security Prices
Produced on 04/21/1999 including data to 12/31/1998
[DELETED GRAPH]
<TABLE>
<CAPTION>
Legend
CRSP Total Returns Index for: 12/1993 12/1994 12/1995 12/1996 12/1997 12/1998
<S> <C> <C> <C> <C> <C> <C>
Nord Pacific Limited 88.1 79.6 61.4 117.0 51.4 12.9
Nasdaq Stock Market (US & Foreign) 56.3 54.6 76.7 93.9 114.7 158.5
NASDAQ Stocks (SIC 1000-1099 US + Foreign 120.6 109.5 104.0 117.7 63.1 34.2
Metal mining
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding day is used.
D. The index level for all series was set to $100.00 on 5/22/97.
</TABLE>
17
<PAGE>
ITEM 2
APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION
OF BOARD TO SET THEIR COMPENSATION
The Board has recommended the appointment of KPMG LLP (the
"Auditors") to act as independent auditors to audit the financial
statements of the Corporation for the fiscal year ending December 31,
1999. The Board also requests that shareholders authorize the Board
to set the compensation for the independent auditors for the fiscal
year ending December 31, 1999. It is intended that proxies in the
accompanying form will be voted at the meeting in favor of such
appointment and authorization unless otherwise indicated on the proxy.
A representative of the Auditors is expected to be present at the
Meeting. The financial statements and report of the auditors for 1998
have been provided to the shareholders and will be set out for the
Meeting, with the balance sheet signed by at least two directors.
OTHER MATTERS
Management is not aware of any matters not referred to in the
enclosed form of proxy that will be presented for action at the
Meeting. If any such matter properly comes before the Meeting, the
proxies in the accompanying form will be voted with respect thereto in
accordance with the judgment of the person or persons voting such
proxies.
Management is soliciting, or plans to solicit, by mail the
proxies of the holders of all Common Shares. The Corporation's
Transfer Agent, American Stock Transfer & Trust Company in the United
States, is to perform certain services in connection with this
solicitation, including tabulation of proxies and personal or
telephone inquiries to shareholders and brokers, banks or others
acting as custodians. For these services the Transfer Agent will
receive fees at customary rates and reimbursement of certain out-of-
pocket expenses. Brokers, banks and other persons acting as
custodians may be reimbursed for certain expenses incurred by them in
obtaining instructions from beneficial owners of the Corporation's
Common Shares. Directors and officers of the Corporation may, without
compensation other than their regular compensation, solicit proxies
from shareholders by telephone, telegraph or personal interview. All
costs of solicitations will be borne by the Corporation.
The Corporation will provide, without charge, to each shareholder
whose proxy is being solicited hereby, a copy of the Corporation's
annual report to the United States Securities and Exchange Commission
for 1998 on Form 10-K, including the financial statements as filed
with the Securities and Exchange Commission, upon written request
directed to Ray W. Jenner, Secretary, Nord Pacific Limited, 201 Third
Street, NW - Suite 1750, Albuquerque, New Mexico 87102.
18
<PAGE>
SHAREHOLDER PROPOSALS
A proposal by a shareholder intended for inclusion in the
Corporation's Management Information Circular for the 1999 annual
meeting of shareholders must be received by the Corporation at the
address noted immediately above marked:
"Attention: Secretary", on or before January 13, 2000, in order
to be eligible for such inclusion.
For the Board of Directors,
/s/Ray W. Jenner
Ray W. Jenner
Secretary
For United States, Canadian and Other
Shareholders:
Please sign the proxy and return it promptly in the enclosed
envelope addressed to American Stock Transfer & Trust Company to which
no postage need be affixed if mailed within the United States.
May 14, 1999
NORD PACIFIC LIMITED
40 Wellington Row
Saint John, New Brunswick
Canada
19
<PAGE>
NORD PACIFIC LIMITED
201 Third Street, NW - Suite 1750
Albuquerque, New Mexico 87102
PROXY CARD
NORD PACIFIC LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON JULY 8, 1999.
The undersigned hereby appoints Edgar F. Cruft, Chairman, and
Ray W. Jenner, Secretary, or either of them, attorneys and proxies
with full power of substitution in each of them, in the name, place
and stead of the undersigned to vote as proxy all the shares of the
undersigned in Nord Pacific Limited.
The close of business on May 13, 1999 has been fixed as the
record date for the determination of shareholders entitled to notice
of and to vote at the annual meeting and any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL THE
PROPOSALS IF NO INSTRUCTION TO THE CONTRARY IS INDICATED OR IF NO
INSTRUCTION IS GIVEN.
(To be Signed on Reverse Side)
__________________________________________
/X/ Please mark your
votes as in this
example.
1. Election of Nominees For Against Nominees:
\ \ \ \ W. Pierce Carson
\ \ \ \ Edgar F. Cruft
\ \ \ \ Michel J. Drew
\ \ \ \ Ray W. Jenner
\ \ \ \ Terence H. Lang
\ \ \ \ Leonard Lichter
\ \ \ \ Lucile Lansing
\ \ \ \ John B. Roberts
For, except vote withheld from the following nominee(s):
______________________________________________
2. To ratify the appointment of independent auditors and authorize
the Board to set their compensation.
- FOR - AGAINST - ABSTAIN
3. This transaction of such other business as may come before the
meeting.
20
<PAGE>
YOUR PROXY IS IMPORTANT TO ASSURE A QUORUM AT THE MEETING. WHETHER
OR NOT YOU EXPECT TO BE PRESENT, YOU ARE REQUESTED TO MARK, DATE,
SIGN AND MAIL THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE WHICH
HAS BEEN PROVIDED FOR THAT PURPOSE. THE PROXY MAY BE REVOKED BY
YOU AT ANY TIME BEFORE IT IS EXERCISED, AND THE GIVING OF YOUR
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.
SIGNATURES_____________________________________DATE_____________
Note: Please sign exactly as your name appears hereon. Executors,
administrators, trustees, etc., should so indicate when signing,
giving full title as such. If signer is a corporation, execute in full
corporate name by authorized officer. If shares held in the name of
two or more persons all should sign.
21
<PAGE>
To Registered and Non-Registered Shareholders
In accordance with National Policy Statement No. 41/Shareholder
Communication, beneficial shareholders may elect annually to have
their names added to an issuer's supplemental mailing list in order to
receive interim financial statements. If you are interested in
receiving such statements, please complete and return this form.
NAME: _________________________________________
ADDRESS: ___________________________________________________________
________________________________ POSTAL CODE: ____________________
(I certify that I am a beneficial shareholder)
SIGNATURE: ______________________
DATE: ___________________________
22
