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STILLWATER MINING COMPANY
536 E. Pike Avenue
Columbus, MT 59019
April 24, 1997
Dear Stockholder:
On behalf of Stillwater Mining Company (the "Company"), attached is a
supplement dated April 24, 1997 (the "Supplement") to the Company's Proxy
Statement dated March 25, 1997 (the "Proxy Statement"). The Supplement reflects
changes in three nominees submitted for election to the Board of Directors and
changes the date, time and place for the Annual Meeting of Stockholders from
April 25, 1997 to Monday, May 12, l997, 1:00 p.m., Mountain Daylight Time, at
the Hyatt Regency Conference Center, Anaconda Building, 555 17th Street, Denver,
Colorado.
A new proxy card is included with the Supplement. The proxy card relates to
all matters set forth in the Proxy Statement as amended by the Supplement. TO
BE SURE YOUR VOTE IS COUNTED, YOU MUST RETURN THE ENCLOSED PROXY CARD EVEN IF
YOU ALREADY RETURNED A PREVIOUS CARD. If you do not send in a new proxy card,
your shares will not be voted even if you have already sent in an old proxy
card. If you have any questions regarding the Supplement or the enclosed proxy
card, please contact Stillwater's Director of Investor Relations, Ms. Gina
Wilson, at (303) 978-3101.
The enclosed Supplement should be read in conjunction with the Proxy
Statement. Please give this information careful attention.
By Order of the Board of Directors
[SIGNATURE OF MICHAEL A. SHEA APPEARS HERE]
Michael A. Shea, Secretary
Denver, Colorado
April 24, 1997
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STILLWATER MINING COMPANY
536 East Pike Ave.
Columbus, MT 59019
___________________
SUPPLEMENT
to the Proxy Statement
Dated March 25, 1997
___________________
April 24, 1997
The following information (the "Supplement") supplements the Proxy Statement
dated March 25, 1997 (the "Proxy Statement") of Stillwater Mining Company, a
Delaware Corporation (the "Company"). This Supplement provides new information
regarding the nomination for election of directors and proposes three new
nominees for election. This Supplement should be read in conjunction with the
Proxy Statement. This Supplement is being mailed on or about April 25, l997 to
stockholders of record on March 14, 1997.
GENERAL INFORMATION
NOTICE OF NEW DATE, TIME AND PLACE OF ANNUAL MEETING
As a result of the changes in the nominees proposed by the Board of Directors
for election at the Annual Meeting of Stockholders of the Company (the "Annual
Meeting"), the Board has determined to postpone the date of the meeting to
Monday, May 12, 1997. The new time and place of the meeting will be at 1:00
p.m., Mountain Daylight Time, at the Hyatt Regency Conference Center, Anaconda
Building, 555 17th Street, Denver, Colorado.
VOTING PROXIES
Together with this Supplement, a new proxy card is being sent to stockholders
of record on March 14, 1997. EVEN IF A PROXY HAS ALREADY BEEN DELIVERED TO THE
COMPANY, IN ORDER TO ENSURE THAT THE SHARES REPRESENTED BY THE OLD PROXY ARE
VOTED, A NEW PROXY MUST BE DELIVERED OR THE SHARES MUST BE PRESENT AT THE
MEETING IN PERSON AND VOTED BY BALLOT. The shares of Common Stock represented
by the old proxy will not be voted.
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PROPOSAL ONE
ELECTION OF DIRECTORS
Proposal One stated in the Notice of Annual Meeting of Stockholders to elect
seven directors to hold office until the next Annual Meeting of Stockholders or
until their successors are elected is amended as set forth herein.
On April 21, 1997, three of the original nominees named in the Proxy
Statement, Messrs. W. Thomas Stephens and Richard B. Von Wald and Ms. Sharon M.
Meadows, each resigned as a director from the Board of Directors and as a member
of the committees of the Board of Directors on which they were serving and
withdrew their consent to be named as a nominee for reelection to the Board at
the Annual Meeting of Stockholders. In April 1997, a stockholder notified the
Company that he intended to nominate the three proposed new directors named
below at the Annual Meeting. Following conversations with the Company's major
stockholders, Messrs. Stephens and Von Wald and Ms. Meadows expressed their
willingness to resign prior to the Annual Meeting to ensure an orderly
transition to a newly constituted Board of Directors of the Company.
The Board of Directors of the Company determined to nominate the following
individuals, who were originally proposed by the stockholder as mentioned above,
for election to the Board at the upcoming Annual Meeting in place of those
directors who resigned. The name, age, business background and stock ownership
in the Company for each of the new nominees is set forth below.
Dr. Lawrence Martin Glaser, age 41
Since 1992, Mr. Glaser has been a mining analyst at Muzinich & Co. Inc., a
registered broker/dealer. Mr. Glaser owns 100 shares of the common stock
of the Company.
Douglas Dunn Donald, age 74
Since 1977, Mr. Donald has been an independent financial advisor with the
financial consulting firm Amster Yard. From 1988 to 1996, he was a manager
of the Scudder Gold Fund, a mutual fund, at Scudder, Stevens & Clark. Mr.
Donald is a director of Piedmont Mining Co. He owns 2,100 shares of the
common stock of the Company.
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John Phelps Ingersoll, Jr., age 66
Mr. Ingersoll is a managing partner of Ingersoll, Parker & Longabaugh, a
mining company consulting firm. Prior to joining his present firm in 1993,
Mr. Ingersoll was a senior vice president of Lehman Brothers, Inc. in the
metals and mining equity research group from 1987 to 1992. He is a
director of Getchell Gold Corporation, a mining company. Mr. Ingersoll
does not own any shares of the common stock of the Company.
OTHER INFORMATION
Except to the extent set forth in this Supplement, all other information
contained in the Proxy Statement remains unchanged in all material respects.
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STILLWATER MINING COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 1997
The undersigned hereby appoints Ray W. Ballmer and John E. Andrews, or
either of them, as proxies with full power of substitution to vote all shares
of stock of Stillwater Mining Company of record in the name of the undersigned
at the close of business on March 14, 1997 at the Annual Meeting of
Stockholders to be held in Denver, Colorado on May 12, 1997, or at any
postponements or adjournments, hereby revoking all former proxies.
1. ELECTION OF DIRECTORS:
[_] WITH AUTHORITY to vote for all nominees listed below
(except as marked to the contrary)
[_] WITHHOLD AUTHORITY to vote for all nominees
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, AND
CUMULATE VOTES AMONG REMAINING NOMINEES, STRIKE A LINE THROUGH THE WITHHELD
NOMINEE'S NAME IN THE LIST BELOW.)
Ray W. Ballmer, Douglas D. Donald, John W. Eschenlohr, Lawrence M. Glaser,
John P. Ingersoll, Ted Schwinden, Peter Steen
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
[_] FOR [_] AGAINST [_] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER
MATTERS COMING BEFORE THE MEETING.
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS (1) AND (2)
IN ACCORDANCE WITH THE SPECIFICATION MADE AND "FOR" SUCH PROPOSALS IF THERE IS
NO SPECIFICATION.
Dated: _____________________________
____________________________________
(Signature)
____________________________________
(Signature)
Please sign name(s) exactly as shown at left.
When signing as executor, administrator,
trustee or guardian, give full title as such;
when shares have been issued in the names of
two or more persons, all should sign.
