<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
MK GOLD COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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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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Notes:
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS - JUNE 7, 2000
To the Stockholders of MK Gold Company:
You are cordially invited to attend the Annual Meeting of Stockholders of MK
Gold Company (the "Company") to be held at the Wyndham Hotel, 215 W. South
Temple, Salt Lake City, Utah, on Wednesday, June 7, 2000, at 11:30 a.m., for
the following purposes:
1. To elect two directors of the Company.
2. To consider a proposal to amend the Certificate of Incorporation of the
Company to increase the authorized shares of common stock of the Company
from 40 million to 80 million.
3. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on April 20, 2000 are
entitled to notice of and to vote at the meeting and at any and all adjournments
or postponements thereof. If you are unable to attend the meeting in person,
you are urged to sign, date and return the enclosed proxy as it is necessary
that holders of a majority of the outstanding shares be present, in person or by
proxy, in order to obtain a quorum for the meeting. The proxy may be returned
in the accompanying, self-addressed envelope which requires no postage if
mailed in the United States.
Dated: April 28, 2000
BY ORDER OF THE BOARD OF DIRECTORS
John C. Farmer
Chief Financial Officer and Secretary
____________________
The Company's Annual Report is being mailed to stockholders and accompanies
these proxy materials. The Annual Report contains financial and other
information about the Company, but is not incorporated in the Proxy Statement
and is not to be deemed a part of the proxy soliciting material.
<PAGE>
MK GOLD COMPANY
60 E. South Temple, Suite 2100
Salt Lake City, Utah 84111
____________________
PROXY STATEMENT
Annual Meeting of Stockholders
June 7, 2000
____________________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MK Gold Company, a Delaware
corporation ("MK Gold" or the "Company"), to the holders of the Company's common
stock, par value $.01 per share ("Common Stock"), for use at its Annual Meeting
of Stockholders to be held at the Wyndham Hotel, 215 W. South Temple, Salt Lake
City, Utah, on Wednesday, June 7, 2000, at 11:30 a.m., and at any and all
adjournments or postponements thereof. Any proxy delivered pursuant to this
solicitation may be revoked by the person giving it at any time prior to the
exercise thereof (i) by filing a revocation instrument with the Secretary of the
Company, (ii) by delivering a duly executed proxy bearing a later date, or (iii)
by appearing at the meeting and voting in person.
This Proxy Statement and the related proxy are first being mailed to
stockholders commencing on or about April 28, 2000.
Voting Rights and Vote Required. Stockholders of record on April 20, 2000,
the record date, are entitled to vote at the meeting. As of April 20, 2000,
37,320,000 shares of Common Stock were outstanding and entitled to vote.
The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the shares of Common Stock outstanding at the close of business on
April 20, 2000 will constitute a quorum. Under the Delaware General Corporation
Law and the Company's Certificate of Incorporation, for each share of Common
Stock held, each stockholder is entitled to cast one vote for each nominee for
each of the two directorships to be filled. On all other matters each
stockholder is entitled to cast one vote for each share of Common Stock held.
The two nominees for director receiving the highest number of votes cast will be
elected whether or not any one of them receives the vote of a majority of the
shares represented and entitled to vote at the meeting. Approval of the
proposed amendment to the Certificate of Incorporation of the Company will
require the affirmative vote of a majority of the shares of Common Stock
entitled to vote. Approval of each of the other business items will require the
affirmative vote of a majority of the shares of Common Stock represented and
entitled to vote at the meeting. Abstentions are counted for purposes of
determining the number of shares represented and entitled to vote at the
meeting. However, abstentions are not counted in determining the number of
shares voting "FOR" an item of business and, therefore, have the same effect as
a vote "AGAINST" a business item. Broker non-votes are counted for purposes of
determining the number of shares represented and entitled to vote at the
meeting; however, the shares represented thereby are not voted and do not
represent a vote either "FOR" or "AGAINST" an item of business.
Voting of Proxies. The shares of Common Stock represented by all properly
executed proxies received in time for the meeting will be voted in accordance
with the directions given by the stockholders. If no instructions are given, the
shares will be voted FOR each of the nominees named herein, or their respective
substitutes, as directors.
Management knows of no business to be brought before the meeting other than
the matters described in this Proxy Statement. However, if any other matters are
properly presented for action, it is the intention of the proxy holders named in
the enclosed proxy to vote on such matters in accordance with their discretion
pursuant to such proxy.
Tabulation. Pursuant to the by-laws and policies of the Company,
representatives of ChaseMellon Shareholder Services, L.L.C. have been appointed
to serve as independent Inspectors of Election to supervise the voting of the
shares for the Annual Meeting of Stockholders. The Inspectors of Election will
decide all questions respecting the qualification of voters, the validity of the
proxies and the acceptance or rejection of votes. None of the Inspectors of
Election is an officer, employee or stockholder of the Company.
<PAGE>
BUSINESS TO BE TRANSACTED
1. ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes: Class
I, Class II and Class III, each class as nearly equal in number as possible.
Each class serves three years, with terms of office of the respective classes
expiring in successive years. The two current Class II directors, whose terms
expire in 2000, are being proposed for election for new three-year terms
(expiring in 2003) at the Annual Meeting. The proxies solicited hereby cannot be
voted to elect more than two directors at the Annual Meeting.
It is the intention of the proxy holders named in the enclosed proxy to vote
such proxies for the two nominees first named below, both of whom currently are
directors, to hold office until the 2003 Annual Meeting or until their
successors are elected and qualified. Leucadia National Corporation ("Leucadia")
owns approximately 72.6% of the outstanding shares of Common Stock. Leucadia
has informed the Company that it intends to vote for the two nominees first
named below.
Certain information regarding the nominees for director and directors
continuing in office is set forth below.
Class II - Nominees for election to serve until the 2003 Annual Meeting of
Stockholders:
Robert V. Hansberger, 79, was elected to the Board in 1993. Mr. Hansberger
served as Chairman of the Board from February 1995 to June 1998. Mr.
Hansberger has served as the Chairman and Chief Executive Officer of Futura
Corporation and its subsidiaries and affiliates since 1972. He also serves as
Chairman of the Board for Primary Health, Inc., and as a director for a
number of other companies, including SCP Technologies and Building Materials
Holding Company. Mr. Hansberger serves as Chairman of the Compensation
Committee and serves on the Audit Committee and the Executive Committee of
the Board of Directors.
Robert S. Shriver, 45, was elected to the Board in 1993. Mr. Shriver has
served as the Executive Director of Special Olympics Productions, Los
Angeles, California, and as a financial advisor/investor since 1990. He also
serves as a Director for MacAndrews & Forbes, Inc., and MAFCO Holdings, Inc.
Mr. Shriver serves on the Compensation and Audit Committees of the Board of
Directors.
The Board of Directors Unanimously Recommends a
Vote "FOR" the Two Nominees Set Forth Above.
Class I - Directors whose terms continue until the 2001 Annual Meeting of
Stockholders:
Ian M. Cumming, 59, was appointed to the Board in June 1995. Mr. Cumming has
served as a Director and Chairman of the Board of Directors of Leucadia since
1978. He also serves as a Director for Skywest, Inc., Allcity Insurance
Company and HomeFed Corporation. Mr. Cumming serves on the Executive and
Audit Committees of the Board of Directors.
Joseph S. Steinberg, 56, was appointed to the Board in June 1995. Mr.
Steinberg has served as a Director of Leucadia since 1978 and as President
since 1979. He also serves as a Director for Allcity Insurance Company,
Jordan Industries, Inc., and HomeFed Corporation.
G. Frank Joklik, 71, was appointed to the Board in June 1995, and became
Chairman of the Board of Directors of the Company on June 30, 1998. Mr.
Joklik served as President and Chief Executive Officer of the Company from
November 1, 1995 through June 30, 1998. Concurrent with his appointment as
Chairman of the Board, Mr. Joklik took a leave of absence from his position
as President and Chief Executive Officer of the Company in order to fulfill
his responsibilities to the Salt Lake Organizing Committee for the 2002
Olympic Winter Games. Mr. Joklik returned from leave of absence to his
position as Chief Executive Officer during the second quarter of 1999. Prior
to joining the Company, Mr. Joklik was the President and Chief Executive
Officer of Kennecott Corporation from 1980 to June 1993, when he retired from
Kennecott. Mr. Joklik also serves as a Director for First Security
Corporation and Cleveland Cliffs Inc. He currently serves on the Executive
Committee of the Board of Directors.
2
<PAGE>
Class III - Directors whose terms continue until the 2002 Annual Meeting of
Stockholders:
Thomas E. Mara, 54, was elected to the Board on February 10, 2000. Mr. Mara
has served as Executive Vice President of Leucadia since 1980 and as
Treasurer since 1993. He also serves as a Director for Allcity Insurance
Company.
James P. Miscoll, 65, was elected to the Board in 1993. Mr. Miscoll served as
Vice Chairman, Bank of America from 1985 to 1992, when he retired from that
position. Mr. Miscoll also serves as a Director for American International
Group, Inc. (senior advisor), Motive Industries, Inc., 20th Century
Industries and US Foodservice, Inc. Mr. Miscoll serves as Chairman of the
Audit Committee and serves on the Compensation Committee of the Board of
Directors.
If it is determined prior to the meeting that any nominee will be unable to
serve as a Director, the proxy holders reserve the right to substitute a nominee
and vote for another person of their choice in the place and stead of any
nominee unable so to serve, unless the Board of Directors reduces the size of
the membership of the Board of Directors prior to the Annual Meeting to
eliminate the position of any such nominee.
2. PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION
On February 10, 2000, the Board of Directors unanimously adopted a resolution
that a proposal to amend the Certificate of Incorporation of the Company to
increase the number of authorized shares of Common Stock from 40 million to 80
million be submitted to the stockholders of the Company. The Board of Directors
recommends that the stockholders approve the proposed amendment for the reasons
discussed below.
Of the 40 million shares of Common Stock currently authorized, 37,320,000
shares are issued and outstanding, and all of the remaining shares are reserved
for issuance under the Company's Stock Incentive Plan and Stock Option Plan for
Non-Employee Directors. The proposed amendment will provide the Company with
additional authorized and unissued shares of Common Stock, which may be used for
various corporate purposes, including financing, business combination and
acquisition transactions; stock splits and stock dividends; stock incentive and
compensation plans or programs; and other business purposes. If the proposed
amendment is approved, the increased number of authorized shares of Common Stock
will be available for issuance from time to time for such purposes and for such
consideration as the Board of Directors may approve; no further vote of the
stockholders of the Company will be required for such issuance, except as may be
provided for under applicable law or the rules of any stock exchange or other
market system on which the Common Stock may then be listed or traded. The
availability of additional shares for issuance without the necessity of
stockholder approval will provide the Company with greater flexibility in acting
upon proposed transactions. The Company currently has no plans to issue
additional shares of Common Stock.
The shares authorized pursuant to the proposed amendment would be identical
to the shares of Common Stock currently authorized. Holders of Common Stock do
not have preemptive rights to subscribe to additional securities that may be
issued by the Company. The authorization of additional shares of Common Stock
pursuant to the proposed amendment will not, by itself, have any effect on the
rights of existing stockholders. The issuance of such shares, however, could
dilute the rights of existing stockholders.
Because the proposed amendment would allow the Company to issue a significant
number of shares of Common Stock in connection with future transactions, it is
possible that a change in control of the Company could occur. However, no such
transactions are contemplated at this time.
The proposed amendment is not intended to have any anti-takeover effect and
is not part of any series of anti-takeover measures. Nevertheless, the
availability of additional authorized but unissued shares of Common Stock could
make any attempt to gain control of the Company or the Board of Directors more
difficult. The Company is not aware of any proposed attempt to take over the
Company.
The Board of Directors Unanimously Recommends a Vote
"FOR" the Proposed Amendment.
3
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS,
BOARD COMMITTEES AND DIRECTOR COMPENSATION
Board Committees and Meetings
The current committees of the Company's Board of Directors include an
Executive Committee, a Compensation Committee and an Audit Committee. These
committees are further described below.
Executive Committee. The Executive Committee is responsible for overseeing
the management of the business and affairs of the Company and has such
additional authority as may be granted to it from time to time by the Board of
Directors. The Executive Committee meets at such times as may be deemed
necessary by the Board of Directors or the Committee. The current members of the
Executive Committee are Robert V. Hansberger, Ian M. Cumming and G. Frank
Joklik. No meetings of the Executive Committee were held during 1999.
Compensation Committee. The Compensation Committee reviews and adjusts the
salaries of the principal officers and key executives of the Company. The
Compensation Committee also administers the Company's benefit plans. The
Compensation Committee meets at such times as may be deemed necessary by the
Board of Directors or the Committee. The current members of the Compensation
Committee are Robert V. Hansberger (Chairman), James P. Miscoll and Robert S.
Shriver. The Compensation Committee held one meeting during 1999.
Audit Committee. The primary function of the Audit Committee is to
facilitate communications among outside auditors and the Board of Directors. The
Audit Committee also reviews financial statements, internal controls, and
procedures and the scope and results of audits. The Audit Committee meets at
such times as may be deemed necessary by the Board of Directors or the
Committee. The current members of the Audit Committee are James P. Miscoll
(Chairman), Ian M. Cumming, Robert V. Hansberger, and Robert S. Shriver. The
Audit Committee held one meeting during 1999.
The Board of Directors held a total of three meetings during 1999. During
1999, each incumbent director attended 75% or more of the total number of
meetings of the Board and the committees of the Board on which he served that
were held during the periods he served, except that during such period Mr.
Shriver attended one of the three meetings of the Board of Directors.
Director Compensation
Cash Compensation. Directors receive a fee of $7,500 per year, plus $500 for
each Board meeting attended, and $250 for each standing committee meeting
attended. While on leave of absence, Mr. Joklik received an annual fee of
$20,000, payable quarterly, for his services as Chairman of the Board of
Directors. Directors are also reimbursed by the Company for reasonable and
necessary expenses incurred in connection with their services as Directors of
the Company. The Company does not have any consulting agreements with its
Directors and no Director received compensation for consulting services during
1999.
Stock Option Plan for Non-Employee Directors. The Company has a Stock Option
Plan for Non-Employee Directors, the purpose of which is to encourage the
highest level of performance from those members of the Board of Directors who
are not employees of the Company by providing such non-employee Directors with a
proprietary interest in the financial success of the Company. Under the plan,
non-employee Directors are granted discounted options to purchase shares of
Common Stock. The plan was amended at the 1994 Annual Meeting to increase the
number of options granted to each Non-Employee Director from 15,000 to 30,000.
Following such amendment, the Company's nonemployee Directors held options as
follows: (i) James P. Miscoll -- 30,000 shares; (ii) Robert V. Hansberger --
15,000 shares; and (iii) Robert S. Shriver -- 15,000 shares. Messrs. Shriver
and Hansberger declined to accept the additional option grant of 15,000 shares
authorized at the 1994 Annual Meeting. Upon their election to the Board of
Directors in June 1995, each of Messrs. Cumming and Steinberg were granted an
option under the Stock Option Plan for Non-Employee Directors to purchase 30,000
shares of Common Stock. Upon his election to the Board of Directors in February
2000, Mr. Mara was granted options under the Stock Option Plan for Non-Employee
Directors to purchase 30,000 shares of Common Stock.
With respect to the foregoing options, options for 15,000 shares were granted
to each of Messrs. Hansberger, Shriver and Miscoll on December 17, 1993 at an
exercise price of $3.09375 per share, all of which, as of the date of this
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<PAGE>
Proxy Statement, have vested in accordance with their terms. In addition,
options for 15,000 shares were granted to Mr. Miscoll on July 14, 1994, at an
exercise price of $2.71880 per share, all of which, as of the date of this
Proxy Statement, have vested in accordance with their terms. Options for
30,000 shares were granted to each of Messrs. Cumming and Steinberg on June 6,
1995, at an exercise price of $1.81 per share, all of which, as of the date of
this Proxy Statement, have vested in accordance with their terms. Options for
30,000 shares were granted to Mr. Mara on February 28, 2000, at an exercise
price of $.4925 per share, none of which, as of the date of this Proxy
Statement, have vested.
The purchase price per share for shares covered by each option award under
the Stock Option Plan for Non-Employee Directors is equal to 50% of the fair
market value per share of Common Stock on the date of grant. Options granted
under the plan are non-transferable and non-assignable by the participant other
than by will or by the laws of descent and distribution. The options granted
under the plan vest over a three-year period in annual increments of one-third
on each anniversary of the date of grant for participants who continue to serve
on the Board of Directors. If a participant ceases to be a member of the Board
of Directors for any reason except termination for cause, all vested options
then held are exercisable for a period of three years and all unvested options
terminate 30 days after the participant ceases to be a member of the Board of
Directors. If a participant is terminated for cause, all vested options are
exercisable for a period of 30 days and all unvested options automatically
terminate.
Certain options held by a former director of the Company remain outstanding,
including options for 15,000 shares of Common Stock at an exercise price of
$3.09375 and options for 15,000 shares of Common Stock at an exercise price of
$2.71880, all of which have vested in accordance with their terms. Unless
exercised, these options will expire on August 30, 2002.
5
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
Following is a schedule of names and certain information regarding all of
the executive officers of the Company, as of April 20, 2000:
Name Age Position
G. Frank Joklik 71 Chairman of the Board and Chief Executive Officer
Donald L. Babinchak 64 President
James G. Baughman 43 Exploration Manager
John C. Farmer 50 Chief Financial Officer and Secretary
Larry L. Lackey 64 Director Exploration
Thomas G. White 56 Manager of Operations
G. Frank Joklik became Chairman of the Board of Directors of the Company on
June 30, 1998, and has been a director since June 6, 1995. Mr. Joklik served as
President and Chief Executive Officer of the Company from November 1, 1995
through June 30, 1998. Concurrent with his appointment as Chairman of the Board,
Mr. Joklik took a leave of absence from his position as President and Chief
Executive Officer of the Company in order to fulfill his responsibilities to the
Salt Lake Organizing Committee for the 2002 Olympic Winter Games. Mr. Joklik
returned from leave of absence to his position as Chief Executive Officer during
the second quarter of 1999. Prior to joining the Company, Mr. Joklik was the
President and Chief Executive Officer of Kennecott Corporation.
Donald L. Babinchak has served as President of the Company since June 30,
1998. Mr. Babinchak has also served as the Director of Human Resources of the
Company since March 25, 1996. Mr. Babinchak was formerly Vice President of Human
Resources and Administration of Kennecott Corporation.
James G. Baughman has been the Company's Exploration Manager since
September 15, 1996 and an officer of the Company since March 21, 1997. Prior to
joining MK Gold, Mr. Baughman was a field and staff geologist for a number of
companies at locations in the lower United States, Alaska, Mongolia and South
America.
John C. Farmer was appointed Chief Financial Officer of the Company on June
30, 1998. Mr. Farmer has also served as the Company's Controller, Treasurer and
Secretary since April 25, 1996. Mr. Farmer was formerly the Chief Financial
Officer of Dyno Nobel Inc.
Larry L. Lackey has been Director Exploration for MK Gold since October 1,
1999. Mr. Lackey has also served as the Company's Chief Geologist since August
23, 1995. He was formerly Regional Vice President-Central America and the
Caribbean for Independence Mining Company, Inc.
Thomas G. White has been the Manager of Operations and Vice President for
MK Gold since October 8, 1993. Prior to joining MK Gold, Mr. White served as a
Mining Executive for the gold operations of Homestake Mining Co., located in San
Francisco, California.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding persons known by the
Company to beneficially own, as defined by Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), more than 5% of Common
Stock as of April 20, 2000, based solely on information regarding such ownership
available to the Company in filings by such beneficial owners with the SEC on
Schedules 13D and 13G. The following table also sets forth information regarding
beneficial ownership of Common Stock as of April 20, 2000 by the Directors and
the Named Executive Officers (as defined below) and by the Directors and
Executive Officers as a group. Except as set forth in the footnotes below, all
such persons possess sole voting and investment power with respect to the shares
listed.
6
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Number of Shares
and Nature Right to Acquire Percent
Name and Address of Beneficial Within 60 Days of Of
of Beneficial Owner Ownership(a) April 20, 2000 Class(b)
- -----------------------------------------------------------------------------------------------------
Certain Beneficial Owners:
- --------------------------
Leucadia National Corporation
315 Park Avenue South
New York, NY 10010 27,088,135 - 72.6
Group consisting of:
Special Situations Fund III, L.P.,
Special Situations Cayman Fund, L.P.,
MGP Advisors Limited Partnership,
AWM Investment Company, Inc.
Austin W. Marxe and
David Greenhouse
153 East 53 Street 2,897,500 - 7.8
New York, New York 10022(c)
Directors:
- ----------
R.V. Hansberger(d) 16,000 15,000 *
T.E. Mara - - -
J.P. Miscoll(e) 82,100 30,000 *
R.S. Shriver 60,000 15,000 *
I.M. Cumming(f) 30,000 30,000 *
J.S. Steinberg(g) 30,000 30,000 *
G.F. Joklik 1,000,000 900,000 2.7
Nondirector Named Executive Officers:
- -------------------------------------
D.L. Babinchak 222,500 212,500 *
T.G. White 131,575 125,000 *
All Directors and Executive Officers as a Group
- -----------------------------------------------
(12 persons) 2,091,175 1,832,500 5.6
- ------------
</TABLE>
- -------------------
* Less than 1%
(a) Amounts in Column 2 include shares listed in Column 3. For purposes of this
table, shares are considered to be "beneficially" owned if the person
directly or indirectly has the sole or shared power to vote or direct the
voting of the securities or the sole or shared power to dispose of or
direct the disposition of the securities. Shares are also considered
"beneficially owned" if a person has the right to acquire the beneficial
ownership of the shares within 60 days of April 20, 2000. Unless otherwise
indicated in these footnotes, each stockholder has sole voting and
investment power with respect to the shares beneficially owned.
(b) The percentages shown are calculated based upon the shares indicated in
column (2).
(c) According to a Statement on Schedule 13G dated March 1, 2000, 2,897,500
shares are beneficially owned by Austin W. Marxe and David Greenhouse,
which consist of 2,174,500 shares beneficially owned by Special Situations
Fund III, L.P. and 723,000 shares beneficially owned by Special Situations
Cayman Fund, L.P.
(d) Mr. Hansberger shares voting and dispositive power as to 1,000 such shares
with his wife.
7
<PAGE>
(e) Includes 52,100 shares beneficially owned by the J. P. Miscoll and I.
Miscoll Trust, dated November 11, 1991, Ingeburg Miscoll, Trustee.
(f) By virtue of Mr. Cumming's approximately 17.9% interest in the common
shares of Leucadia, Mr. Cumming may be deemed to be the beneficial owner of
the shares of Common Stock owned by Leucadia.
(g) By virtue of Mr. Steinberg's approximately 16.4% interest in the common
shares of Leucadia, Mr. Steinberg may be deemed to be the beneficial owner
of the shares of Common Stock owned by Leucadia.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's Executive Officers
and Directors, and persons who beneficially own more than 10% of the outstanding
shares of Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and furnish the Company with copies.
Based solely upon a review of the copies of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that for the year ended December 31, 1999 all persons subject to the reporting
requirements of Section 16(a) filed the required reports on a timely basis.
CHANGE IN CONTROL OF THE COMPANY
Pursuant to a Stock Purchase Agreement dated September 1, 1999 (the "Stock
Purchase Agreement") between the Company and Leucadia, Leucadia agreed to
purchase, subject to certain conditions, and the Company agreed to sell, subject
to certain conditions, 18,058,635 authorized but unissued shares of Common Stock
of the Company (the "Shares") at the price of $0.8753 per share, representing
the book value of the Shares at June 30, 1999.
The purpose of the sale of the Shares to Leucadia was to provide the
Company with a portion of the funds necessary for the Company to acquire the
entire share capital and subordinated debt of Riomin Exploraciones SA. Because
funding for this acquisition was required before the sale of the Shares could be
completed, Leucadia loaned $15,806,723 to the Company pursuant to a Promissory
Note dated September 1, 1999 (the "Promissory Note"). Leucadia informed the
Company that its source of funding of this loan was its working capital.
On October 5, 1999, the Company and Leucadia received notice of termination
of all applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. On October 8, 1999, Leucadia purchased the
Shares and delivered the Promissory Note to the Company under the Stock Purchase
Agreement.
After its purchase of the Shares, Leucadia beneficially owned 27,058,635
shares of Common Stock, representing approximately 72.5% of the Common Stock
outstanding. As of April 20, 2000, Leucadia owned 27,088,135 shares of Common
Stock, representing 72.6% of the Common Stock outstanding.
8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
compensation paid by the Company and its subsidiaries to, or accrued by, the
Chief Executive Officer, the President and the Manager of Operations and Vice
President of the Company (collectively, the "Named Executive Officers") for the
years ended December 31, 1999, 1998 and 1997. No other executive officer of the
Company received a total annual salary and bonus in excess of $100,000 during
these periods.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------------------------------------------------------------------
Other Securities
Name and Fiscal Annual Restricted Underlying All
Principal Year Compen- Stock Options/ LTIP Other
Position Ended Salary Bonus sation(1) Award(s) SARs Payouts Comp.
($) ($) ($) ($) (#) ($) ($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G. Frank Joklik 12/31/99 73,269 - 2,482 - - - 18,846(2)
Chief Executive 12/31/98 80,769 - 2,612 - - - 11,842
Officer 12/31/97 150,000 - 4,078 - - - 646
Donald L. Babinchak 12/31/99 140,231 - 3,656 - - - 5,395(3)
President 12/31/98 126,692 - 4,851 - 75,000 - 3,958
12/31/97 70,385 - 4,078 - - - 1,350
Thomas G. White 12/31/99 128,000 - - - - - 5,051(4)
Manager of 12/31/98 128,616 - - - - - 4,093
Operations and 12/31/97 120,000 - - - 25,000 - 3,403
Vice President
</TABLE>
- -------------
(1) Amounts in this column consist of amounts paid to Mr. Joklik and Mr.
Babinchak in lieu of medical insurance coverage.
(2) Consists of $10,000 for services as Chairman of the Board, which is also
described in "Director Compensation," 401(k) matching contributions of
$1,894 and life insurance premiums of $6,952.
(3) Consists of 401(k) matching contributions of $3,598 and life insurance
premiums of $1,797.
(4) Consists of 401(k) matching contributions of $3,200 and life insurance
premiums of $1,851.
Stock Options
No options to purchase Common Stock were granted to the Named Executive
Officers during 1999. The Company has never granted any freestanding stock
appreciation rights. None of the Named Executive Officers exercised any options
during 1999.
The following table provides information as to options exercised by each of
the Named Executive Officers during 1999, and the value of options held by such
Executives at December 31, 1999 measured in terms of the average sale price
reported for Common Stock on December 31, 1999 ($0.9375, as reported on the OTC
Bulletin Board).
9
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money Options/SARs at
On Value Options/SARs at FY-End (#) FY End ($)
Name Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable)
- ---- ------------ -------- -------------------------- ----------------------------
<S> <C> <C> <C> <C>
G. Frank Joklik - - 900,000/0 0/0
Donald L. Babinchak - - 212,500/37,500 4,688/4,688
Thomas G. White - - 125,000/0 0/0
</TABLE>
Employee Incentive Compensation and Savings Plans
Executive Incentive Plan. The Company has an Executive Incentive Plan
whereby key officers and employees of the Company may earn bonuses. Participants
in the Executive Incentive Plan are selected by the Compensation Committee based
on their level of responsibility, salary, and past and prospective contributions
to the business and growth of the Company. Bonus payments are determined by MK
Gold's Compensation Committee.
Under the Executive Incentive Plan, cash awards may be made to individuals
from an award fund established annually by the Company. The amount of the award
fund will be based on criteria established by the Compensation Committee. The
criteria may be described in terms of Company-wide objectives, such as net
income, return on capital and cash flow, or such other or similar objectives
which are related to performance. The amount of the award fund for any year may
not in any event exceed 9.55% of the Company's net profit after taxes for such
year. Each participant potentially may receive an award from the award fund up
to a specified percentage of the participant's base salary, which percentage
generally ranges from 20% to 50% depending on the participant's base salary and
the participant's organizational duties. The Compensation Committee may modify
individual awards but in no event may the Compensation Committee increase by
more than 50% the award otherwise payable. Awards are subject to forfeiture if a
participant's employment terminates prior to receipt of the award unless
termination is due to retirement, death, permanent disability or, after a change
in control of the Company, termination is by the Company for Cause (as defined
in the plan) or is by the participant without Good Reason (as defined in the
plan). No awards were made under the Executive Incentive Plan for the year ended
December 31, 1999.
Long-Term Incentive Plan. The Company has a Long-Term Incentive Plan
whereby officers and employees of the Company may earn bonuses. Under the Long-
Term Incentive Plan, cash awards may be made dependent on a comparison of the
Company at the end of an initial 3-year period (ended December 31, 1996) and
each rolling 3-year period thereafter against total shareholder return for other
companies in the same industry. In the event of a change in control of the
Company (as defined in the plan), each active participant would be entitled to
receive a pro rata portion of the benefit payable under the plan for any pending
performance period (based on 30-day average closing prices as of the month
immediately preceding the month in which the change in control occurs) as soon
as practicable following such change in control. No awards have been made under
this Plan.
Stock Incentive Plan. The Company has a Stock Incentive Plan, pursuant to
which awards of stock options, stock appreciation rights and restricted stock
may be made to officers and key employees. The Stock Incentive Plan is
administered by the Compensation Committee, no voting member of which may be an
employee of the Company or be eligible to receive awards under the Stock
Incentive Plan. A maximum of 2,500,000 shares of Common Stock are authorized to
be issued pursuant to the Stock Incentive Plan. As of April 1, 2000, awards
covering 2,141,266 shares of Common Stock were outstanding under the Stock
Incentive Plan and 352,534 shares were available for awards under the Stock
Incentive Plan. Under the Stock Incentive Plan, awards are not considered to
have been made with respect to options or stock appreciation rights that
terminate without being exercised.
Awards of restricted stock are subject to vesting requirements, and shares
of restricted stock generally are not permitted to be sold, pledged, or
otherwise disposed of during the period in which the restrictions exist. Shares
of restricted stock otherwise carry full voting and dividend rights from the
date of the award. Options awarded
10
<PAGE>
pursuant to the Stock Incentive Plan are subject to vesting requirements.
Generally, the exercise price of all options granted under the Stock Incentive
Plan are not less than the market price at the date of grant or the average
market price over a period preceding or following the date of grant as specified
in the option.
Generally, options awarded under the Stock Incentive Plan have a term of 10
years, subject to acceleration in the event of a change in the control of the
Company and in certain other events, including retirement after age 65, death,
and disability. Pursuant to the Stock Incentive Plan, the Compensation Committee
will review from time to time and may revise any of the foregoing vesting or
other requirements as they apply to eligible participants.
Savings Plan. The Company has adopted a tax-qualified retirement plan
("Savings Plan") with a salary deferral feature within the meaning of Section
401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). Employees
of the Company and of certain affiliates are eligible to participate in the
Savings Plan, provided, among other things, that they are at least 21 years of
age and U.S. citizens or lawfully admitted residents.
Pursuant to the salary deferral feature of the Savings Plan, each participant
may elect to reduce his or her compensation by between 1% and 15%, but not more
than $10,000 (for 2000) per year, adjusted for changes in the cost of living and
subject to non-discrimination limits under the Code. The Company will contribute
these compensation deferrals to the Savings Plan. The Company has also agreed to
match 50% of the first 5% of eligible employee compensation deferrals to the
Plan ("Company Matching Contributions"). The Company retains the right to make
additional non-elective Company contributions to help satisfy federal non-
discrimination requirements.
Savings Plan deferrals (including Company Matching Contributions) are
allocated to accounts in the name of the participants and invested at their
direction in investment funds which have been chosen by the savings plan
committee under the Savings Plan.
A participant's retirement benefit under the Savings Plan is dependent upon
the participant's vested account balance at the time of distribution. The value
of such account is dependent upon how well the participant invests his or her
deferrals (including Company Matching Contributions) over the period of time he
or she participates in the Savings Plan. Compensation deferrals are always fully
vested. Company Matching Contributions are fully vested upon completion of one
year of service, or attainment of age 65, death or total disability.
Distribution of the vested balance of a participant's account is to be made
in a single cash payment within one year after termination of employment,
reaching age 65 or death, unless the account balance exceeds $5,000, in which
case distribution is made at age 65 or earlier if the participant consents.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is comprised entirely of non-employee Directors,
who make independent decisions with respect to executive compensation.
Compensation of the top executive officers (including the Named Executive
Officers) is reviewed at least annually by the Compensation Committee.
Compensation Policy Applicable to Officers and Key Executives
The goal of the Compensation Committee is to create compensation packages for
officers and key executives which will attract, retain and motivate executive
personnel who are capable of achieving the Company's short-term and long-term
financial and strategic goals. Compensation packages are designed to combine a
mixture of short-term and long-term incentives tied to Company performance as
described more particularly below. In exercising its responsibilities, the
Compensation Committee seeks to encourage management to achieve the Company's
short-term and long-term financial and strategic objectives, including
maximizing long-term value for stockholders. Through the implementation of its
compensation policies, the Compensation Committee believes it can motivate
management to consider the Company's short-term and long-term objectives, such
as the Company's financial performance and stock price appreciation, by
rewarding the Company's key officers and executives upon achieving such
objectives.
11
<PAGE>
Executive Compensation Policies
Executive compensation at the Company is made up of three elements: (i) base
salary, (ii) bonuses (short-term and long-term incentives) and (iii) grants of
equity-based compensation (e.g., stock options and restricted stock).
Base Salary. The base salaries of the executive officers of the Company are
determined by the Compensation Committee on the basis of each executive
officer's responsibilities, with consideration given to the base salaries of
executive officers of comparable companies. Cost of living adjustments were
applied to the base salaries of certain executive officers during 1999.
Bonuses. In addition to base salary, key officers and employees are eligible
to receive bonuses under the Company's Executive Incentive Plan and Long-Term
Incentive Plan. Bonuses under the Company's Executive Incentive Plan are
determined by the Compensation Committee within the parameters of the Executive
Incentive Plan. The Plan requires the establishment of an award fund which shall
not exceed 9.55% of the Company's net profits after taxes for the year. This
fund is allocated to Company officers and executives in accordance with an
allocation schedule which is tied to salary grade and/or organizational level of
a participant. No bonuses were granted under the Company's Executive Incentive
Plan during 1999.
The Company's Long-Term Incentive Plan provides long-term incentives to
officers and employees based upon the overall performance of the Company over
periods of three years as compared to other companies in the same industry. To
date, no cash awards have been granted under the Long-Term Incentive Plan.
Stock Options and Restricted Stock. In addition to salary and bonus, the
Company has adopted the Stock Incentive Plan, which provides that the long-term
compensation of officers and key employees be dependent upon the financial
performance of the Company. Under the Stock Incentive Plan, officers and key
employees are eligible to receive awards of stock options, stock appreciation
rights and restricted stock. The number of stock options and shares of
restricted stock granted to each executive officer is determined by a
competitive compensation analysis and each individual's salary and
responsibility. The Compensation Committee also considers the number and
exercise price of options and shares of restricted stock granted to individuals
in the past. All option grants have been made with an exercise price equal to
the fair market value of Common Stock on the date of grant as required pursuant
to the terms of the Company's Stock Incentive Plan.
CEO's Compensation
Mr. Joklik was appointed President and Chief Executive Officer of the Company
on November 1, 1995. Mr. Joklik's minimum annual base salary of $150,000 was
established by the Compensation Committee, and approved by the Board of
Directors. Mr. Joklik agreed to an initial salary which was below market due to
the financial condition of the Company. Stock option awards to Mr. Joklik were
based on his level of responsibility and experience.
Mr. Joklik became Chairman of the Board of the Company on June 30, 1998.
Concurrent with his appointment as Chairman of the Board, Mr. Joklik took a
leave of absence from his position as President and Chief Executive Officer of
the Company in order to fulfill his responsibilities to the Salt Lake Organizing
Committee for the 2002 Olympic Winter Games. The Company did not pay a salary to
Mr. Joklik during his leave of absence; however, Mr. Joklik received an annual
fee of $20,000, payable quarterly, for his services as Chairman of the Board.
Mr. Joklik also continued to participate in the Company's Stock Incentive Plan.
During Mr. Joklik's leave of absence, the Board of Directors of the Company
appointed Donald L. Babinchak to serve as the President and Chief Executive
Officer of the Company, on an interim basis until Mr. Joklik's return or until
his successor had been duly appointed and qualified. The Compensation Committee
established an annual compensation rate of $150,000 for Mr. Babinchak. In
determining Mr. Babinchak's compensation, the Compensation Committee considered
the rate at which Mr. Joklik was compensated, prior to his leave of absence, as
well as Mr. Babinchak's responsibilities as President and Chief Executive
Officer of the Company. The Compensation Committee also authorized the grant of
additional options covering 75,000 shares of Common Stock to Mr. Babinchak under
the Company's Stock Incentive Plan.
12
<PAGE>
Mr. Joklik returned from leave of absence to his position as Chief Executive
Officer during the second quarter of 1999. As Chief Executive Officer, Mr.
Joklik's minimum annual base salary is $150,000, as originally established by
the Board of Directors Compensation Committee and approved by the Board of
Directors.
Robert V. Hansberger (Chairman)
James P. Miscoll
Robert S. Shriver
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of three non-employee Directors.
Currently, the members of the Compensation Committee are Messrs. Hansberger
(Chairman), Miscoll and Shriver. During the last fiscal year, no executive
officer of the Company served as a member of the compensation committee (or
other board committee performing equivalent functions or, in the absence of any
such committee, the entire board of directors) or as a director of another
entity, one of whose executive officers served as a member of the compensation
committee or as a director of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Three of the Directors of the Company are affiliated with Leucadia, which
owns 72.6% of the outstanding shares of Common Stock: Mr. Cumming is Chairman of
the Board and a principal shareholder of Leucadia; Mr. Steinberg is a Director,
President and a principal shareholder of Leucadia; and Mr. Mara is Executive
Vice President and Treasurer of Leucadia.
In March 1998, the Company entered into a $20 million credit agreement (the
"Credit Facility") with Leucadia. The Credit Facility may be terminated on
December 15 of any year, provided Leucadia notifies the Company of such
termination prior to September 15 of such year. The original expiration of the
Credit Facility was December 15, 2000. The Credit Facility was amended,
effective March 1, 2000, to increase the credit limit to $30 million and extend
the expiration to December 15, 2001. At December 31, 1999, the Company had
outstanding borrowings under the Credit Facility of $20 million. Loans
outstanding under the Credit Facility bear interest equal to the prime rate, and
interest is payable quarterly. In addition, the Company is required to pay a
commitment fee to Leucadia equal to 0.375% per annum of the available balance
under the Credit Facility, payable quarterly. Total interest and commitment
fees paid by the Company to Leucadia during 1999 pursuant to the Credit Facility
were $616,000.
On September 1, 1999, the Company acquired the entire share capital and
subordinated debt of Riomin Exploraciones S.A. from Rio Tinto plc. Subsequent to
the acquisition, the name of Riomin Exploraciones, S.A. was changed to Cobre Las
Cruces, S.A. ("Las Cruces"). The aggregate purchase price for the acquisition of
Las Cruces was $42 million in cash. The Company obtained funding for the
acquisition of Las Cruces through (i) borrowings of $20 million pursuant to the
Credit Facility, (ii) the sale of 18,058,635 shares of its authorized but
unissued shares of Common Stock to Leucadia for $15,806,723 and (iii) $6,193,277
from the Company's working capital. Pending regulatory approval of the
acquisition of the 18,058,635 shares by Leucadia, Leucadia loaned to the Company
$15,806,723 pursuant to a promissory note. This promissory note was repaid,
including $129,966 in interest, on October 8, 1999, at the time regulatory
approval was given and the sale of the 18,058,635 shares to Leucadia was
completed.
COMPANY PERFORMANCE GRAPH
Rules adopted by the Securities and Exchange Commission require that the
Company include in this proxy statement a line-graph presentation comparing
cumulative, five-year shareholder returns on an indexed basis with the Nasdaq
Stock Index and either a nationally recognized industry standard or an index of
peer companies selected by the Company. The Company chose a group of 7 mining
and development companies as a peer group for purposes of this performance
comparison. A list of these companies follows the graph set forth below. In
1994, the Company changed its fiscal year end to March 31. In 1996, the Company
changed its fiscal year end to December 31. Accordingly, the period from
December 31, 1994 to March 31, 1995 and the period from March 31, 1996 to
December 31, 1996 reflect three and nine month periods, respectively.
13
<PAGE>
TOTAL SHAREHOLDER RETURNS
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
MK Gold Nasdaq Peer
Measurement Period Company Index Group
- ------------------ ------- ------- -------
<S> <C> <C> <C>
Base Period - 12/31/94 100.00 100.00 100.00
Fiscal Year Ended 3/31/95 89.19 108.95 105.42
Fiscal Year Ended 3/31/96 44.59 147.95 124.32
Nine Months Ended 12/31/96 32.43 173.89 123.11
Fiscal Year Ended 12/31/97 32.43 213.07 66.69
Fiscal Year Ended 12/31/98 12.15 300.25 41.93
Fiscal Year Ended 12/31/99 20.28 542.43 27.20
</TABLE>
Peer group includes: Agnico Eagle Mines Ltd.; Amax Gold Inc., Battle Mountain
Gold Company; Camboir Inc., Bema Gold Corp., Glamis Gold Ltd.; and Greenstone
Resources Ltd. Data for Amax Gold Inc., which was acquired by another company in
1998, is only included through December 31, 1997.
INDEPENDENT PUBLIC ACCOUNTANT
The name of the principal accountant selected for the current year, and of
the principal accountant for the previous fiscal year, is Deloitte & Touche LLP
(the "Principal Accountant"). Representatives of the Principal Accountant are
expected to be present at the Company's 2000 Annual Meeting of Stockholders,
where they will have the opportunity to make a statement if they desire to do
so, and where they are expected to be able to respond to appropriate questions.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any proposal submitted by a stockholder for action at the Company's 2001
Annual Meeting of Stockholders must be submitted in a letter to the Secretary of
the Company and received by the Company by December 29, 2000 in order for such
proposal to be included in the Company's proxy statement and form of proxy
relating to such meeting. The proposal must be in the form required by and
subject to the other requirements of applicable rules of the Securities and
Exchange Commission.
The Executive Committee will consider nominees for the Board of Directors
recommended by stockholders for the 2001 Annual Meeting if the following
information concerning each nominee is disclosed in writing: name, age, business
address, residence address, principal occupation or employment, class and number
of shares of Common Stock which are beneficially owned by each nominee and other
information relating to the nominee that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Exchange Act. The stockholder making the nomination must also disclose
his name, address and the number of shares beneficially owned. All such
recommendations must be submitted to the Company in a letter to the Secretary of
the Company not less than 60 days prior to the 2001 Annual Meeting; provided,
however, that in the event public announcement of the date of the annual meeting
is not made at least 75 days prior to the date of the annual meeting, such
recommendation by the stockholder must be received not later than 10 days
following the day on which public announcement is first made of the date of the
2001 Annual Meeting.
14
<PAGE>
SOLICITATION OF PROXIES
The Company will bear the costs of soliciting proxies from its stockholders
on behalf of the Board of Directors. In addition to the use of the mails,
proxies may be solicited by the directors, officers, and employees of the
Company by personal interview, telephone or telegram. Such directors, officers
and employees will not be additionally compensated for such solicitation, but
may be reimbursed for out-of-pocket expenses incurred in connection therewith.
Arrangements will also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to the
beneficial owners of Common Stock held of record by such persons, and the
Company will reimburse such brokerage houses, custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred in connection
therewith.
Dated: April 28, 2000 BY ORDER OF THE BOARD OF DIRECTORS
John C. Farmer
Chief Financial Officer and Secretary
15
<PAGE>
[FORM OF PROXY]
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 7, 2000 AT 11:30 A.M.
MK GOLD COMPANY
The undersigned stockholder of MK Gold Company hereby appoints Donald L.
Babinchak and John C. Farmer and each of them, as attorneys and proxies, each
with the power to act without the other and with power of substitution and
revocation, and hereby authorizes them to represent the undersigned and vote, as
designated on the other side, all shares of stock of MK Gold Company standing in
the name of the undersigned with all powers that the undersigned would possess
if present at the Annual Meeting of Stockholders of the Company to be held June
7, 2000 or any adjournments or postponements thereof.
Receipt of the Notice of Annual Meeting of Stockholders and the Proxy
Statement furnished herewith is hereby acknowledged.
(Continued and to be marked, dated and signed on the other side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Annual Meeting of
Stockholders
MK GOLD COMPANY
June 7, 2000
11:30 a.m.
The Wyndham Hotel
215 W. South Temple
Salt Lake City, Utah
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE Please mark
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). your votes as
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR indicated in
PROPOSALS 1 AND 2. this example X
-
1. ELECTION OF DIRECTORS (THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE NOMINEES LISTED
BELOW)
FOR all nominees listed WITHHOLD NOMINEES: Robert V. Hansberger
to the right (except as AUTHORITY and Robert S. Shriver
marked to the contrary to vote for all
herein) nominees listed (INSTRUCTION: To withhold
to the right authority to vote for any
individual nominee, write that
___ ___ nominee's name in the space
provided below.)
__________________________________
2. PROPOSAL TO AMEND CERTIFICATE OF (THE BOARD OF DIRECTORS RECOMMENDS
INCORPORATION A VOTE FOR THE PROPOSAL TO AMEND
THE CERTIFICATE OF INCORPORATION)
FOR AGAINST ABSTAIN
___ ___ ___
3. In their discretion the Proxies are The signature should agree with
authorized to vote upon such other the name on your stock
business as may properly come before the certificate. When shares are held
meeting or any adjournment thereof. by 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. If a partnership, please
sign in partnership name by
authorized person.
Dated:______________________, 2000
__________________________________
(Signature)
__________________________________
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
________________________________________________________________________________
FOLD AND DETACH HERE
Admission Ticket
Annual Meeting of
Stockholders
MK Gold Company
June 7, 2000
11:30 a.m.
The Wyndham Hotel
215 W. South Temple
Salt Lake City, Utah
