SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 8, 1998
STILLWATER MINING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-25090 81-0480654
(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
717 SEVENTEENTH STREET, SUITE 1480, DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
(303) 978-2525
Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER.
This report is being filed to correct disclosure in the Company's Proxy
Statement for its 1997 Annual Meeting of Stockholders, mailed to stockholders
of the Company on or about April 8, 1998.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to the
Company's chief executive officer and the other executive officer whose
individual salary and bonus exceeded $100,000 during 1997 and two individuals
who served as executive officers during 1997 but were not serving as executive
officers at the end of the fiscal year (collectively, the "Named Executive
Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
--------------------------------------- ---------------------------
OTHER
ANNUAL RESTRICTED SECURITIES
COMPEN- STOCK UNDERLYING ALL OTHER
SALARY BONUS SATION AWARDS OPTIONS COMPEN-
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) SATION ($)(1)
- ------------------------------ ------- --------- ------------- ------------- ------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
William E. Nettles (2) 1997 177,632 80,000 $66,810 (3) -- 100,000 633
Chairman and Chief
Executive Officer
John E. Andrews 1997 151,731 12,720 -- 20,125 (4) 8,500 9,828 (5)
President and Chief 1996 151,154 -- -- -- 8,500 9,882
Operating Officer 1995 150,000 15,000 -- -- 8,000 10,044
Charles R. Engles (6) 1997 28,125 -- -- 42,000 (4) 22,000 440,928 (5)(7)
Former Chief 1996 195,000 -- -- -- 20,000 12,847
Executive Officer 1995 195,000 36,758 -- -- 18,500 13,057
R. Daniel Williams (8) 1997 135,000 -- -- 11,375 (4) 6,500 187,569 (5)(9)
Former Vice President and 1996 123,231 -- -- -- 6,500 6,669
Chief Financial Officer 1995 50,000 15,000 -- -- 30,000 44,583
</TABLE>
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(1) Amounts include life insurance premium payments during 1997 of: $633 for
Mr. Nettles; $828 for Mr. Andrews; $449 for Mr. Engles; and $662 for Mr.
Williams.
(2) Mr. Nettles was elected an executive officer and a director of the Company
in August 1997. The 1997 compensation amounts represent compensation paid
for August through December 1997.
(3) Amount includes $51,810 for moving expenses reimbursed in 1997.
(4) Shares of restricted stock were awarded in January 1997 to executives in
lieu of bonuses for 1996 and salary increases for 1997 as follows: 1,150
shares to Mr. Andrews; 2,400 shares to Mr. Engles and 650 shares to Mr.
Williams. Restrictions on such shares lapse 50% after one year and the
remainder after two years. As of December 31, 1997, restricted stock
holdings were as follows: Mr. Andrews - 1,150 shares valued at $19,263; Mr.
Engles - 32,400 shares valued at $542,700; and Mr. Williams - 650 shares
valued at $10,888.
(5) Amounts include 401(k) contributions made by the Company of: $9,000 for Mr.
Andrews; $9,600 for Mr. Engles; and $7,200 for Mr. Williams.
(6) Mr. Engles resigned as an executive officer and a director in February
1997.
(7) Amount includes $430,879 in severance payments.
(8) Mr. Williams resigned as an executive officer in October 1997.
(9) Amount includes $179,707 in severance payments.
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<PAGE>
OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning option exercises during 1997, the value realized
upon exercise and the number and value of unexercised options held as of
December 31, 1997.
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ON REALIZED OPTIONS AT 12/31/97 AT 12/31/97
NAME EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE($)(1)
- ------------------------ -------------- ------------ ----------------------------- ---------------------------------
<S> <C> <C> <C> <C>
William E. Nettles -- -- 0/100,000 0/0
John E. Andrews -- -- 91,500/8,500 816,000/0
Charles R. Engles 65,000 1,208,681 145,500/0 924,800/0
R. Daniel Williams -- -- 36,500/6,500 0/0
</TABLE>
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(1) Amounts shown in this column represent the market value of the underlying
Common Stock at December 31, 1997 of $16.75 per share less the exercise
price. The actual value, if any, an executive officer may realize will
depend upon the amount by which the market price of the Common Stock
exceeds the exercise price when the options are exercised.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STILLWATER MINING COMPANY
(Registrant)
Date: April 21, 1998 By: /S/WILLIAM E. NETTLES
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Name: William E. Nettles
Title: Chief Executive Officer
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