PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
June 19, 2001 [Date Added]
SOLICITATION, VOTING AND REVOCATION OF PROXIES
Shareholder Value Slate
[paragraph rewritten] My name is Aaron Brown. I want your proxy
for the annual shareholder meeting. I am writing this proxy
statement on behalf of myself and two other participants, Deborah
Pastor and Sam Rebotsky, and filing it under the name of my
company, eRaider.com Inc. For more information on these people,
including me, see the section "Information about Nominees." For
information on eRaider.com Inc. and other people and entities
involved in this solicitation, see the section "Participants in
the Solicitation."
[paragraph rewritten] I am a shareholder of Goldfield who intends
to hold for the long term, and I believe the Company has enormous
value and potential. However I also believe that the board of
directors needs some long-term shareholders on it: people who
believe in the Company enough to invest their own money, people
who will insist on sound strategy and careful attention to costs,
people who will communicate with all shareholders and act as
ambassadors to help the Company gain new business. In short,
people who have no interest other than making the stock price go
up.
I discussed this with other long-term shareholders and discovered
the idea had a lot of support. So I went down to Florida in
December to meet with Chairman and CEO John Sottile. Although he
was polite and open in answering all my questions about the
Company, he flat-out refused to consider appointing any
shareholder to the board, either one from a list I had prepared or
one of his own choosing. He also refused to consider redeeming the
preferred stock, another thing I consider important to common
shareholder value. So I told him I would nominate some director
candidates and let the shareholders decide.
[paragraph rewritten] That touched off a lot of activity on the
part of the Company, some good, some bad. On the good side,
directors and managers significantly increased their holdings of
stock dramatically. An outsider was invited to join the board of
directors. There were other changes to improve governance and
oversight. The Company announced quarterly results that Sottile
characterized as the best in at least eight years. I think these
are very good both in themselves and as signs of renewed energy
and commitment.
[paragraph rewritten] On the bad side, the Company has engaged in
tactics that I dislike to block election of shareholders to the
board. Through a series of rule changes the Company has set up a
winner-take-all situation and estimated it will spend $290,000 to
defeat me (this does not include the expenses of an uncontested
proxy solicitation, nor management and staff time).
This is a lose-lose situation for me, and I think for all
shareholders. If the Company succeeds in shutting shareholders out
of the board, I am afraid all the good changes we have seen will
disappear. Also the cost of the fight is very high. I pay my costs
personally (and I have pledged not to seek reimbursement from the
Company), but the Company's costs are paid by all shareholders.
Moreover, I think the Company would continue to languish, the
board would feel embattled, a substantial minority of shareholders
would feel disenfranchised and we would have to go through all
this again next year.
[three new paragraphs]I further believe the Company's tactics are
illegal, based on a recent decision. Andrew Vollmer and Steven
Rosen of Wilmer, Cutler & Pickering, who represented the State of
Wisconsin Investment Board in the case, wrote:
"In December 2000, the Delaware Chancery Court took an important
step in reaffirming the fundamental importance of voting rights of
shareholders. In State of Wisconsin Investment Board v. Peerless
Systems Corporation (No. 17637 Del. Ct. Ch. 2000), the Chancery
Court held that, in the absence of a "compelling justification,"
management may not use its control over the shareholder voting
procedures in particular its power to adjourn shareholder
meetings to manipulate the outcome of a shareholder vote on a
management proposal."
If management wins through an illegal tactic, the Company's future
could be decided by a court rather than by shareholders. This is
not a good idea for anyone.
[paragraph rewritten] If instead all of the Company nominees lose,
the new board will inherit a divided Company with the Chairman/CEO
and the Secretary both defeated candidates. It is a very hard job
to oversee a company in the best of times. I have no wish to take
over with a depleted treasury, an angry shareholder minority and
an unhappy chief executive. A bitter proxy fight can leave
employees uncertain or demoralized, and can affect the company's
business relationships.
[This paragraph rewritten, everything until section heading "The
Election" is new] Therefore, I decided not to try to win
everything, but instead to propose a compromise slate. I thought
that was the best chance for everyone to pull together and spend
their energy making money for the Company instead of war on each
other. So I nominated three directors, plus asked for support for
CEO John Sottile, Secretary Dwight Severs and Board nominee Al
Marino. I pledged to avoid all negative campaigning and to
minimize expenses. I offered to split the cost of the proxy
mailing with the Company, if information about my nominees was
placed side by side with theirs (this would mean the contested
solicitation could be cheaper for shareholders than a normal,
uncontested solicitation).
The compromise did not work. The Company refused to split or cap
expenses and objected to everything from my name ("Shareholder
Unity Slate") to me soliciting votes for their candidates. In an
attempt to bridge the differences, Deborah Pastor, Sam Rebotsky,
Joe Cocalis and John Sottile had a conference call. Deborah asked
John if he would serve if some or all of my nominees were elected.
He replied clearly, "No ma'am." This was not a casual bluster, but
an important statement that successfully persuaded Joe Cocalis to
withdraw his shareholder resolution and support for my slate, and
forced me to go back to the drawing board on my proxy
solicitation. Among other tasks, it forced me to find qualified
directors willing to serve in a contested situation, without
knowing whether or not service would be required. This is no easy
task, and it delayed this proxy filing by almost two weeks.
Not only was the statement considered and unambiguous, it was
confirmed in a fax sent the next day. But cynical shareholders
will recall that ten members of Congress ran in 1992 and 1994
under the promise of voluntary term limits, and promised not to
run in the year 2000. Four of the ten ran anyway. So, without
saying anything about John Sottile, it might be well to keep in
mind the difference between saying something to win an election
and actually turning down a paycheck.
However, cynical or trusting, I have no choice but to consider the
possibility that some or all of my nominees will win, and that the
other elected candidates will refuse to serve. Although John
Sottile was not asked if he would also resign as CEO, I have to
consider that possibility as well. Let me begin by making clear
that I do not want this to happen. If some or all of my nominees
are elected, they will make all reasonable efforts to encourage
the other elected directors to serve, and to prevent resignations
among Goldfield management. More important, anyone elected or
appointed though the Shareholder Value Slate will be pledged to
represent the best interests of all shareholders, not just those
who voted for it.
Although any future action will depend on circumstance, I would
expect my nominees to try to fill out the board with four people:
Professor Martin Stoller, Professor Paul Zarowin, David Groelinger
and Scott Lodin (see "Information about Nominees" for more
information on these individuals). In an uncertain and contentious
situation, I believe it is essential to have a full board of
experienced people of high reputation. Customers, employees and
investors must be reassured that competent people are in charge.
Fortunately, I was able to recruit what I consider to be a top
team. David is an experienced CFO of large public companies, and
has serves as a director of an audit committee. Scott is an
experienced General Counsel of a large public company. These two
were recruited to make sure we have adequate corporate experience
on the board. Their main focus will be to reassure employees and
customers, and to advise on the selection of new managers if
necessary.
Paul as an accounting professor who can help Deborah (a portfolio
manager) and Sam (a registered representative) reassure investors.
Martin is an expert in crisis communication, which is exactly what
we will need. He has advised the largest companies in the world
during far worse crises than this. His experience will be an
invaluable ballast if things get as tense as I think they might.
In my 19 years of shareholder activism, I have been involved in
similar situations. I offer the following account of Wilshire
Financial Services Group Inc. (WFSG) as a testimony to my
experience and also as reassurance that companies can survive and
prosper after events like this.
In August 1999, the board of directors of Wilshire decided to
suspend (and later terminate) the founder (who served as CEO and
Chairman of the Board) along with another director who served as
President. Due to financial turmoil, almost all the stock was held
by former creditors of Wilshire, the largest of which was American
Express with about 21 percent of the stock.
The board decided on a sudden ouster, and brought me in for three
weeks without preparation. I had no prior knowledge of the
Company. I was appointed at 4:00 PM, after first meeting the board
at breakfast that morning and not knowing for sure how the meeting
would come out until I was appointed.
This is not a fun situation. An operating company needs thousands
of things done every day, from locking up the building to making
payroll to filing government forms. Missing even one of them can
be a major problem. Companies do not come with operating manuals
and when you step in suddenly you have no idea who does what, or
whether they will continue doing it. Most employees are shocked to
discover that the people they called boss for seven years are
subject to a board of directors they have never met. When someone
else they've never met, who knows nothing about the business, says
he's in charge, loyalties are in doubt.
Wilshire was a particular challenge for reasons that are not
relevant here. But in three weeks the company had stabilized, a
new CEO had been hired and installed and the stock price had gone
up 15 percent from $1.20 to $1.375. Today the stock is at $2.20
and is the object of a bidding war between two acquirers, one
offering $2.50 and the other with an undisclosed offer. The
company is solidly profitable and has addressed almost all the
problems that led to the ouster of former management.
I do not take any credit for this success. The work was done by
the new CEO, Stephen Glennon, and the board and employees of
Wilshire. I was a full time employee for only three weeks, and a
consultant for three months. My point is that companies can
prosper after sudden replacements of board members and managers.
I repeat that I do not want this to happen. I intend to make any
reasonable concession to avoid it. But if it happens, I have dealt
with it before and I have recruited a great team to help. No
sensible shareholder wants sudden resignations from the board or
top management, but I don't believe any shareholder can let the
fear of it allow management to dictate who will supervise them.
The Insurance Policies
On June 12, 2000, $1,008,311 moved from the Goldfield balance
sheet, at least some of it to the pockets of four top executives
(John Sottile, Pat Freeman, Stephen Wherry and Robert Jones). This
is the sort of transaction that I find frequently in Goldfield's
SEC filings. Maybe there's a good explanation for it, maybe not.
But it is certainly true that shareholders were not given one. The
transaction was detailed in Goldfield's annual report filed March
14, 2001. I wrote a letter to the auditors about it on April 20,
2001. I did not receive an answer, but the Company filed an
amendment to the annual report on April 30, 2001 that appears to
confirm my objections to the transactions. Among other things, the
Company restated compensation to the executives for the last three
years (as far back as the 2000 annual report goes). I believe this
increase should go back to 1989. So, if I'm right, the board was
paying undisclosed compensation to management for 12 years, and
the auditor raised no objection. I think this is an excellent
example of why we need some knowledgeable shareholders on the
board.
Goldfield's assets included insurance policies worth $498,311. The
economic value of these policies was split between four top
executives and the Company, but the $498,311 should have
represented the value of the Company's share only. On June 12,
2000, the Company may have transferred the economic value of those
policies to the executives, and paid them $510,000 in cash. The
Company reported a net loss of $425,311.
None of this makes sense. If the executives owned the policies,
the policies should not have been on Goldfield's books as
shareholder assets. If the executives didn't own the policies, the
$510,000 payment and $498,311 value of the policies is pure
compensation and should have been reported as a $1,008,311 expense
rather than a $425,311 loss.
Actually, I think the situation is somewhere in between. I believe
that the Company should have been showing an annual compensation
expense since 1989 for the insurance value of the contracts. Given
that, when the Company decided not to continue funding the
contracts, the employees were entitled to approximately $75,000
for their interest in the existing policies, and another $75,000
for the effective salary reduction in the future. The first
value was accrued for past service, and was due the employees
immediately upon the termination of funding, the second was a
promised benefit for future service, and should have been paid in
future installments as long as the employee remained with the
Company. I can see no reason to transfer the entire value of the
policies to the employees, and even less to pay them $510,000 in
cash also. This appears to be an unexplained giveaway of about
$850,000 of shareholder assets.
I am not accusing anyone of fraud or any other crime. But I do
claim that the financial statements do not explain why the
Company's assets shrunk so much, and why the executives' grew so
much. At the very least, I think we need a board that explains
things like this to shareholders. It may be that we need a board
that prevents them from happening.
Here is the text from the March 14, 2001 10-K (annual report):
"During the second quarter of 2000, the Company entered into
Cancellation and Release Agreements pursuant to which the
Company's Employee Benefit Agreements were terminated for a net
expense of $425,311." That was the statement I found inadequate.
Here is the amended text from April 30, 2001, after our letter:
"In 2000, the Board of Directors reviewed the Benefit Agreements
and related insurance policies and decided it was in the best
interest of the Company to terminate the Benefit Agreements to
eliminate the annual insurance premium obligations. During the
second quarter of 2000, the Company entered into Cancellation and
Release Agreements pursuant to which the Benefit Agreements were
terminated. In consideration of terminating the future retirement
benefit associated with the Benefit Agreements, the Company
decided to compensate the affected employees. The net expense to
the Company was $425,311. Although the Company does not anticipate
making any further cash premium payments, the Company will
continue to own the policies and has granted each employee the
right to name the beneficiary for the death benefits in excess of
premiums previously paid by the Company, less any outstanding
loans."
In addition, compensation expense was increased retroactively
through 1998 (the earliest year shown).
This explanation is quite different. Although it still contains
some ambiguity, I interpret it as separating the past and future
compensation. The retroactive past compensation was represented by
a partial interest in the insurance policies. The employees were
granted this interest. That's fine, because they owned it already.
However, it leaves a mystery of why $498,311, which presumably
represented the Company's interest in the insurance policies,
disappeared from the balance sheet. According to this explanation,
that interest was not transferred to employees.
Then employees were paid $510,000 cash in lieu of the future
compensation. This raises two issues. First, why is the
appropriate value $510,000, when my calculations suggest something
nearer to $75,000? Second, why is the Company prepaying salary
when it is not certain the employees will remain with the Company
until age 65?
Finally, there is the mystery of the net loss of $425,311. If the
insurance asset shrunk by $498,311 and Goldfield paid $510,000 in
cash, there must be a receipt of $573,000 if the loss is only
$425,311. Where is that $573,000? Who paid it and why?
Shareholders deserve answers to these questions. Even more,
shareholders deserve a board that will ask these questions for
them and present transparent reports that do not need amendment.
The Election
This election is going to be complex. I think the following
account is accurate, but the board has already made three major
surprise rule changes. A prudent person will allow for the
possibility they have more surprises in store. I have no
surprises. All the strategies I am currently considering are fully
disclosed here. Even without surprises, the board's plan for the
election is complicated so that the outcome is hard to predict. It
relies on items being brought up in a certain order, defeating
points of order raised from the floor, a mid-meeting recess or
adjournment and the Delaware Secretary of State accepting an
amended articles of incorporation during the break. Their plan
also requires the personal approval of CEO John Sottile. Various
court challenges are possible.
There were 26,854,748 shares of common stock outstanding on
December 31, 2000. 21,920,394 votes were cast in last year's
election (about 19.1 million for management and 2.8 million
opposed). Under cumulative voting rules with six directors, you
get to elect a director for each one-seventh of the votes you win,
that would be 3.1 million votes per director using last year's
total. If cumulative voting is revoked, whichever side gets more
votes names all the directors.
There are some changes to account for this year. First is that
499,999 shares were issued by the Company to the four top managers
on March 26, 2001 (for $110,000 versus a market price at the time
of $275,000; this was the result of exercise of options issued
earlier). These are the first new common shares at least since
1994. Second is that the total votes cast last year included in
management's totals some of the shareholders who didn't vote at
all. I have stopped the practice of counting non-votes as
management votes this year. Management refuses to disclose how
many of these votes there were but a typical figure is that 45
percent of individual shareholders vote; that would imply about
8.5 million of management's 19.1 million total were shareholders
who did not vote.
A third important factor is that expensive soliciting efforts,
such as calling all non-voting shareholders and lobbying them, can
increase the voting percentage, typically by 10 percent. I
estimate this would increase the vote total by 2.1 million. If
management does this and I do not, we can assume those votes will
go almost all to management.
Finally, there is the preferred stock. The board issued 339,407
shares of this "to certain members of the board of directors,
members of their families and to a company in which they have an
interest." CEO John Sottile owns 58 percent of this personally.
For some issues the preferred votes like common, for other issues
it has supervoting rights (it also gets all the dividends paid by
the Company). The main issue for which the preferred is important
is Proposal 1 to overturn cumulative voting. Consent of two-thirds
of the preferred holders is required. This means that John Sottile
can personally block this proposal.
Adding all this up means that the top four managers at Goldfield
control about 2.2 million votes. I think they can get about
another 2.1 million through expensive solicitation efforts. I
further estimate that there are 11.7 million additional shares
that can be expected to vote based on last year's totals. In an
uncontested election last year, I think management got about 76
percent of these votes (8.9 million). If they do the same this
year, and all other votes go to my Shareholder Value Slate,
management would not have enough to overturn cumulative voting,
but they would name five of the six directors.
It is impossible to predict how many votes the Shareholder Value
Slate will get. I hope to attract some votes through this proxy
statement. It's also possible that some people have bought the
stock based on eRaider's interest. I expect to get most of these
votes. Purely for the sake of computational example, assume I can
reduce management's share of the votes from 76 percent to 50
percent. Then management would have 10.1 million votes and I would
get 5.9 million. Then cumulative voting would be retained, both
shareholder proposals would be defeated, the auditors would be
ratified (this is the one issue we agree on) and I would get to
name two of the six directors.
The preceding analysis is based on assumptions that may be false.
The actual result may be much different. It is included only to
give you a general idea of what your vote might mean. Also, if I
feel it necessary to prevent winner-take- all voting for this
year's election, I may engage in some of the expensive
solicitation efforts. I would expect that to move some of the 2.1
million votes from management's to my column.
[paragraph rewritten] If you want serious shareholders on the
board, I think you should vote for the Shareholder Value Slate.
Even if you prefer the existing board, you should consider voting
with me. In the famous words of Abraham Lincoln, "a house divided
against itself cannot stand." If some or all of my nominees are
elected and some Company nominees agree to serve, a compromise
board will result. That ensures every opinion is represented, and
that proposals are considered from all perspectives. There will be
no disaffected minorities, and less potential for further
divisiveness. The shareholder-directors have no interests other
than making the stock price go up, all are committed, qualified,
serious, hard-working people. They pledge to keep their minds
open, to try to work with everyone and to represent the interests
of all shareholders, not just the ones who voted for them.
[Paragraph on the history of Goldfield has been deleted]
[Paragraph on proxy form differences has been deleted]
And finally, whether you vote for or against the Shareholder Value
Slate, please make up your mind to support the winners, whoever
they are. The newly-elected board is going to have all the
business challenges facing Goldfield, plus the task of
representing all shareholders.
Solicitation
This solicitation is made on behalf of eRaider.com Inc., Aaron
Brown, Deborah Pastor and Sam Rebotsky. All expenses are paid by
Aaron Brown, and he will not seek reimbursement from the Company
or anyone else. eRaider.com Inc. runs a website,
http://www.eRaider.com devoted to organizing shareholders on the
Internet. The site includes a public message board on which anyone
can post messages relating to Goldfield and this proxy contest.
I ask you to sign, date and return the enclosed proxy in the
postage-paid envelope provided. If the proxy is signed with a
voting direction indicated, the proxy will be voted according to
the direction given. If no direction is given with respect to a
proposal, the proxy will be voted as follows with respect to any
such proposal (listed in the probable order of presentation and
using the same numbering as Goldfield's proxy materials for ease
of comparison):
(1/2) FOR a point of order, if it is allowed to be raised and voted
upon, to act on the election of directors before considering
changes to the election rules.
(1) AGAINST the proposal relating to the amendment to the Restated
Certificate of Incorporation to eliminate cumulative voting in the
election of directors;
[Item 1 1/2 deleted]
(2) FOR the election of the nominees for directors named herein;
(3) FOR the ratification of the appointment of KPMG LLP as
independent certified public accountants for the year 2001;
(4) AGAINST, a proposal to adjourn the meeting if it appears a
majority of shares represented at the meeting favor proposal 1.
[Item 4 has been changed]
(5) FOR a proposal, expected to be made from the floor, to redeem
the Series A preferred stock.
Aaron Brown, Deborah Pastor and Sam Rebotsky intend to vote their
shares of common stock in accordance with the recommendations
above.
[Proxy instruction paragraph deleted]
Revocation of Proxy
You may revoke the proxy at any time prior to its exercise by duly
executing and returning a later dated proxy, or by revoking it in
writing in a letter sent to eRaider at the same address as the
proxy. The proxy will be revoked if you attend the meeting and
vote in person. Finally, you can send written revocation to:
Dwight Severs Secretary
The Goldfield Corporation
100 Rialto Place, Suite 500
Melbourne, Florida 32901
(321) 724-1700
Item 1/2. POINT OF ORDER -- ELECTION OF DIRECTORS SHOULD PRECEDE ANY
CHANGING OF THE ELECTION RULES.
I intend to raise this point from the floor, I may or may not be
allowed to do so. I think it is basic fair play that elected
officials do not change the voting rules for their own re-
election. Even if you support the existing board, you should want
a fair election both for its own sake and to make sure the losers
respect the decision. Anything else is asking for continued
divisiveness and lawsuits.
Item 1. PROPOSAL 1 -- AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION TO ELIMINATE CUMULATIVE VOTING
There are good pro and con arguments for cumulative voting.
Basically, cumulative voting gives more representation to minority
views, possibly at the risk of creating a divided and therefore
inefficient board. I prefer cumulative myself, because I believe
that lack of diversity is a much bigger and more common problem
than too much diversity, at least for corporate boards. However
you stand on the theoretical issue, I think it is unfair to for
the existing board to change the rules of their own re-election.
Therefore I oppose this proposal for this year on fairness
grounds. [Several sentences deleted and replaced by last two
sentences]
[Old Item 1 1/2 was deleted due to inclusion of new Item 4, some of
the wording was moved to that Item]
Item 2. PROPOSAL 2 -- ELECTION OF DIRECTORS
Six directors will be elected at the annual meeting to serve for
one year terms, or until their successors are elected and
qualified. There is a single class of directors, these six are the
entire board. I have proposed three large shareholders. All three
of my candidates have consented to be named in this proxy, and to
serve if elected.
If some or all of my nominees are elected, it is possible that the
winners among the board's nominees will refuse to serve. In that
case we intend to fill out the board by appointing Professor Paul
Zarowin, Professor Martin Stoller, David Groelinger and Scott
Lodin as discussed above.
Information About Nominees
[Aaron Brown runs Allied Owners Action Fund, a fund that is the
largest institutional holder of Goldfield with 290,000 shares.
Aaron is also the third-largest investor in Allied (jointly with
Deborah Pastor) with approximately 10 percent of the shares. He
owns no securities of Goldfield, other than indirectly through the
Fund. [added] His principal employment for the last twelve years
has been teaching finance at Yeshiva University. Yeshiva's address
is 500 West 185th Street, New York, NY 10033. In the last two
years he has also devoted time to running eRaider and Allied
Owners Action Fund. He has invested professionally in small cap
companies for 18 years and takes an active role in the companies
he buys, both lobbying management and producing analysis for other
institutional investors. Mr. Brown is 44 years old. He holds an
undergraduate degree in Applied Mathematics from Harvard
University and an MBA in Finance from the University of Chicago.
Deborah Pastor is the portfolio manager for the Allied Owners
Action Fund. She owns no securities of Goldfield, other than
indirectly through the Allied Owners Action Fund (see the previous
paragraph). [added] For the last two years she has been working in
the development and management of eRaider and the Fund. For two
years before that she managed money for wealthy individuals. From
August 1993 to May 1997 she was a director and Senior Foreign
Exchange Advisor at Bank of Montreal. For nearly seven years prior
to August 1993 she was Vice President of the foreign exchange
department of J. P. Morgan. She is an expert in the trading and
valuation of small cap value companies, and brings expertise and
contacts to help make Goldfield stock attractive to major
institutional investors. Ms. Pastor is 44 years old and married to
Aaron Brown. She holds an undergraduate degree in Near Eastern
Languages from Yale University and an MBA in Finance from the
University of Chicago.
Sam Rebotsky bought his first share of Goldfield in the late 1960s
and has been actively following the Company ever since. He
currently owns 491,100 shares. His principal occupation for the
last five years is a registered representative specializing in
analyzing, valuing and recommending microcap stocks. Since 2000,
he has been employed as Vice President of Sales for Adolph
Komorsky Investments, a brokerage firm. Their address is 660 White
Plains Road, Tarrytown, New York 10591. For the two prior years he
was a self-employed financial advisor. In 1998 he worked for
National Securities Corp., another brokerage firm. For the four
years before that he worked for Carlin Equities Corp., another
brokerage firm. He holds Series 7, 24 and 63 licenses. He is a
certified public accountant and a member of the New York State
Society of CPA's. He also has extensive experience in the areas of
taxation and has worked for the IRS. Mr. Rebotsky also worked as
assistant controller for a construction sub-contractor and has
expertise in accounting and taxation issues for construction
companies. He is 61 years old and graduated from City College in
New York.
[I have added information about the following four people]. The
following people are not nominees to the board of Goldfield, but
may be asked to serve in the event some or all of the Shareholder
Value Slate are elected, and the winners among the board nominees
refuse to serve. All have consented to have their names used in
this solicitation, and all believe at the time of filing of this
document that they would be willing and able to serve as directors
if asked. However, all except Martin Stoller have reserved the
right to reconsider based on the circumstances at the time they
are asked.
Scott Lodin, 45, has served as Executive Vice President, General
Counsel and Secretary for Andrx Corporation for the last seven
years. He is also a director of CyBear, Inc.
David Groelinger, 50, has been the Executive Vice President and
Chief Financial Officer of Riddell Sport Inc., a major
manufacturer and distributor of athletic and school spirit
products and services for schools and youth organizations, since
1996. Mr. Groelinger has been a director of AppliedTheory since
November 2000. He chairs the audit committee of that Board of
Directors. From 1994 to 1995, he was a member of the Board of
Directors and Executive Vice President and Chief Financial Officer
of Regency Holdings (Cayman), Inc., which owned and operated a
major international cruise line. Prior to 1994, Mr. Groelinger
served in various senior financial capacities during twelve years
at Chiquita Brands, Inc. Mr. Groelinger holds an MBA from Hofstra
University in New York and a BA from the University of Miami in
Florida.
Paul Zarowin, 44, is assistant professor of accounting at the
Stern School of Business, New York University. He has a B.A. from
the University of Pennsylvania and an M.B.A. in finance and a
Ph.D. in Business Economics from the University of Chicago. For
the last ten years he has been a full-time professor at Stern. He
is a leading expert in the use of financial statements to predict
securities prices.
Martin Stoller, 44, is currently on leave as a clinical full
professor of Communication at the Kellogg School of Management,
Northwestern University. He holds a B.S. and an M.A. in
communication studies and a Ph.D. in rhetoric from Northwestern
University. Dr. Stoller also has been a full-time college
professor for the last ten years but does extensive outside work
in corporate communications and crisis management. Clients have
included a number of major companies including Microsoft, Hyatt
Hotels, Apple Computer, Kidder-Peabody, Bristol-Myers-Squibb, The
Boston Consulting Group, Continental Bank, Kraft General Foods and
Abbott Laboratories. He currently serves as a director of and
special advisor to CyBear Inc. and member of the advisory board
and special communications manager for Andrx Pharmaceuticals.
Aaron Brown and Deborah Pastor live at: 215 West 91st Street, #112
New York, NY 10024
Sam Rebotsky's address is: 10 Holder Place, Suite 3B Forest Hills,
NY 11375
The following table lists all purchases (there were no sales) of
Goldfield common stock by Allied Owners Action Fund. Neither Aaron
Brown nor Deborah Pastor bought or sold any securities of
Goldfield directly.
Date Shares Price Cost
10-Mar-00 7,000 1 5/16 9,187.50
16-Mar-00 5,000 1 5,000.00
22-Mar-00 3,000 1.06 3,180.00
24-Mar-00 5,000 1 5,000.00
28-Mar-00 5,000 15/16 4,687.50
29-Mar-00 5,000 15/16 4,687.50
29-Mar-00 5,000 15/16 4,687.50
7-Apr-00 5,000 15/16 4,687.50
10-Apr-00 10,000 15/16 9,375.00
14-Apr-00 5,000 11/16 3,437.50
17-Apr-00 5,000 5/8 3,125.00
18-Apr-00 5,000 5/8 3,125.00
22-Sep-00 2,000 13/16 1,625.00
25-Sep-00 3,000 13/16 2,437.50
27-Sep-00 5,000 13/16 4,062.50
29-Sep-00 700 13/16 568.75
10-Oct-00 4,000 11/16 2,750.00
11-Oct-00 4,000 11/16 2,750.00
12-Oct-00 20,000 11/16 13,750.00
13-Oct-00 10,000 5/8 6,250.00
16-Oct-00 5,100 3/4 3,818.88
18-Oct-00 15,000 3/4 11,250.00
19-Oct-00 10,000 0.72 7,188.00
20-Oct-00 8,500 0.72 6,093.65
23-Oct-00 6,100 11/16 4,193.75
24-Oct-00 2,100 11/16 1,443.75
26-Oct-00 2,700 11/16 1,856.25
8-Nov-00 11,000 3/4 8,250.00
13-Nov-00 55,000 0.49 27,186.50
14-Nov-00 20,000 9/16 11,250.00
15-Nov-00 20,000 9/16 11,250.00
17-Nov-00 20,800 9/16 11,700.00
Total 290,000 0.69 199,854.53
Sam Rebotsky has bought 334,600 shares of Goldfield at an
aggregate price of $177,593 over the last two years (from March
16, 1999 to September 13, 2000). He also sold 151,700 shares for
$157,227 during that period (from January 31, 2000 to August 7,
2000).
PURCHASES
Date Shares
12-Feb-99 2,000
16-Mar-99 20,000
19-May-99 5,000
24-May-99 4,900
25-May-99 1,000
26-May-99 1,000
24-Jun-99 1,300
16-Jul-99 38,700
19-Aug-99 28,200
16-Feb-00 20,000
18-Feb-00 14,900
22-Feb-00 10,100
17-Mar-00 15,000
20-Mar-00 20,000
31-Mar-00 20,000
18-Apr-00 7,300
19-Apr-00 12,500
11-May-00 20,000
10-Jun-00 2,000
23-Jun-00 5,500
26-Jun-00 3,700
27-Jun-00 5,800
28-Jun-00 1,500
29-Jun-00 200
13-Jul-00 20,000
31-Aug-00 13,600
7-Sep-00 4,700
8-Sep-00 900
13-Sep-00 14,400
13-Nov-00 20,000
SALES
Date Shares
31-Jan-00 6,700
7-Mar-00 20,000
9-Mar-00 20,000
9-Mar-00 20,000
10-Mar-00 15,000
10-Mar-00 15,000
14-Mar-00 15,000
19-Mar-00 20,000
7-Aug-00 20,000
[New] Martin Stoller and Paul Zarowin have interest in Goldfield
through the Allied Owners Action Fund, but neither has bought or
sold shares directly. Neither Scott Lodin nor David Groelinger has
ever bought or sold any shares of Goldfield, except possibly
through a diversified mutual fund over which they had no
discretionary control.
Section 16(a) of the Securities Exchange Act of 1934 requires that
persons who own more than 10 percent of a registered class of
Goldfield's equity securities file with the Securities and
Exchange Commission and the American Stock Exchange initial
reports of ownership and reports of changes in ownership of common
stock and series A preferred stock of the Company. I believe that
Aaron Brown, Deborah Pastor, Sam Rebotsky, [names added] Scott
Lodin, David Groelinger, Paul Zarowin and Martin Stoller complied
with all filing requirements applicable to them with respect to
transactions during the year ended December 31, 2000.
None of three nominees [added] or four potential appointees listed
above: (i) owns of record any securities of Goldfield that are not
beneficially owned by them; (ii) is, or was within the past year,
a party to any contract, arrangement or understanding with any
person with respect to Goldfield or any of its directors, officers
or employees or any shareholder owning more than 5 percent of
Goldfield, including, but not limited to, joint ventures, loan or
option agreements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving
or withholding of proxies; (iii) has any substantial interest,
direct or indirect, by security holdings or otherwise, in any
matter to be acted upon at the Annual Meeting; (iv) beneficially
owns any securities of any parent or subsidiary of the Company;
(v) borrowed any funds to purchase any securities listed above,
(vi) has been convicted in a criminal proceeding, (vii) is a
director of any public for-profit corporation, (viii) has any
material interest adverse to Goldfield or any of its directors,
officers or employees, (ix) is a party to a proceeding against
Goldfield or any of its directors, officers or employees, (x) is
an owner of 10 percent or more of Goldfield shares, (xi) is a
family member of any director, officer or employee of Goldfield,
or any shareholder owning more than 5 percent of Goldfield shares,
(xi) a petitioner in state or federal bankruptcy court within the
last five years, (xii) the subject during the past five years of
any order, judgment or decree, not subsequently reversed, of any
court of competent jurisdiction permanently or temporarily
enjoining him from: acting as futures commission merchant,
introducing broker, commodity trading advisor, commodity pool
operator or any other person regulated by the Commodity Futures
Trading Commission, investment advisor, underwriter, broker or
dealer in securities, affiliated person, director or employee of
any investment company, bank, savings and loan association or
insurance company, engaging in any kind of business practice,
engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation
of federal or state securities law or federal commodities laws.
None of the nominees nor any of their associates has any
arrangement or understanding with any person with respect to
future employment by the Company or its affiliates or with respect
to any future transactions to which the Company or any of its
affiliates will or may be a party, nor any material interest,
direct or indirect, in any transaction which has occurred since
January 1, 2000 or any currently proposed transaction, or series
of similar transactions, to which the Company or its affiliates
was or is to be a party.
PARTICIPANTS IN THE SOLICITATION
Aaron Brown, Deborah Pastor and Sam Rebotsky are participants in
this solicitation. Participants control 893,100 shares of
Goldfield, 3.2 percent of the 27,694,154 shares I estimate will be
eligible to vote at the meeting.
In addition, I have held significant discussions with other
shareholders, and some of them are actively supporting this
solicitation. Upon careful consideration of the rules of the
Securities and Exchange Commission, I feel that none of them are
participants. However, I list them here because I would rather
overdisclose than underdisclose. Although I speak with all these
people about Goldfield, none of them direct eRaider's proxy
efforts, and I do not direct any of their actions.
eRaider.com Inc. runs a website devoted to shareholder activism,
http://www.eRaider.com. It was founded is owned by Aaron Brown and
Martin Stoller, and is run by Aaron Brown. eRaider runs message
boards on general shareholder activism topics and also on specific
companies: Comshare, Jameson Inns, Goldfield, Employee Solutions
and Transmedia Asia Pacific. Allied Owners Action Fund, a private
fund managed by Aaron Brown and Deborah Pastor, owns substantial
positions in the first three of these companies. With respect to
target companies, eRaider's goal is to improve the stock price
through informed discussion and active shareholder oversight.
[added] From March 10, 2000 to March 31, 2001, Allied Owners
Action Fund was a public open-end mutual fund. However, it did not
attract enough public investment to cover the costs of running it.
Privateer Asset Management (see next paragraph) contracted to
cover the losses for the first year. When that year ended,
Allied's board determined that given the size of the Fund, no
management contract could be obtained at a reasonable cost to Fund
shareholders. The board therefore voted unanimously to liquidate
the Fund. The board further determined that due to the large
holdings in relatively small stocks, it was in the interests of
public Fund shareholders for the large shareholders (Aaron Brown,
Martin Stoller and some of their relatives) to take distribution
in kind. Aaron Brown was one of five board members of Allied when
it was a public fund, Deborah Pastor was its portfolio manager,
through her position with Privateer.
Aaron Brown owns approximately 45% of Privateer Asset Management
Inc., a registered investment advisor. Martin Stoller owns another
45% and the remaining approximately 10% is owned by certain
contributors to the eRaider website. Privateer Asset Management
acted as the investment advisor to the Allied Owners Action Fund
when it was a public mutual fund. Privateer still has a close
relationship with Allied, although the advisory contract has been
terminated. Privateer shares office space, staff with Allied and
supplies Allied with services including accounting, tax and
payroll. Deborah Pastor is the portfolio manager and head trader
of Privateer.
Martin Stoller is Aaron Brown's partner in eRaider, but does not
participate in the business day-to-day. He is also the largest
single investor in Allied Owners Action Fund. He owns no shares of
Goldfield, except indirectly through the Fund.
[new] Scott Lodin, Paul Zarowin and David Groelinger have agreed
to be listed in this solicitation, and to serve as directors if
asked (subject to circumstances at time of invitation). None of
them are participants in the soliciation. Paul Zarowin owns
Goldfield shares through Allied Owners Action Fund, neither Scott
Lodin nor David Groelinger own shares.
Joe Cocalis sponsored the Golden Parachute shareholder resolution
in cooperation with eRaider. I asked him to be a candidate for the
board of directors and have had detailed discussions with him
about strategies for change. He holds over 400,000 shares of
Goldfield.
James Cocalis, Joe's father, was a candidate for the board of
directors until I decided to run a unity slate instead. He holds
approximately 50,000 shares of Goldfield. He is Joe Cocalis'
father.
Moshe Rosen was a candidate for the board of directors until I
decided to run a unity slate instead. He holds over 69,000 shares
of Goldfield.
Anthony Ford sponsored a shareholder resolution in cooperation
with eRaider, the resolution was subsequently withdrawn. I asked
him to be a director candidate. He owns 2,065,300 shares of
Goldfield. He has asked me to make clear that he is not a
participant. I make no assertion either way. [added]
eRaider.com Inc. runs a public Internet message board for
discussions about Goldfield. Several anonymous posters have
expressed opinions and engaged in discussions that suggest general
support for eRaider's efforts (other posters have expressed
contrary opinions). I think it likely that some of these people
own Goldfield stock and are promoting eRaider's side of this proxy
fight on other Internet message boards and elsewhere.
eRaider.com Inc., Allied Owners Action Fund and Privateer Asset
Management can all be reached at PO Box 20170, Park West Station,
New York, NY 10025, by email to info@eRaider.com or by telephone
at (646) 505-0215.
I recommend a vote FOR the election of Aaron Brown, Deborah
Pastor, Sam Rebotsky. [deletion]
Item 3. PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
I recommend a vote FOR the ratification of the appointment of KPMG
LLP as independent certified public accountants of the Company.
[Item 4 has changed] Item 4. PROPOSAL 4 -- ADJOURNMENT PRIOR TO
VOTE ON PROPOSAL 1.
I recommend a vote AGAINST the Proposal.
Item 5. FLOOR PROPOSAL -- STOCKHOLDER PROPOSAL TO REDEEM SERIES A
PREFERRED STOCK.
I recommend a vote FOR the Proposal.
RECORD DATE / SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS / EXECUTIVE COMPENSATION / ELECTION OF DIRECTORS
Information on these subjects appears in Goldfield's proxy
materials.
ADDITIONAL INFORMATION
I will pay the cost of soliciting proxies and will reimburse all
bankers, brokers and other custodians, nominees and fiduciaries
for forwarding proxies and proxy materials to the beneficial
owners of the shares. eRaider will make efforts to communicate
with shareholders and solicit proxies on the Internet. In addition
to solicitation by Internet and mail, solicitation of proxies may
be made personally or by telephone, facsimile, telegram or other
means.
Although no precise estimate can be made at this time, I hope to
limit my expenses in this proxy contest to $100,000. [sentence
deleted] To date, the only expenses have been routine office
expenses with total value under $5,000. The only major additional
expense I anticipate is a mailing to shareholders. [sentence
deleted]
A major factor influencing the expense is whether I think the
Company can get the 13,847,078 votes they need to overturn
cumulative voting (that number is based on the common shares
outstanding as of December 31, 2000, plus preferred shares which
vote as common in this matter, plus 499,000 shares issued for
recent option exercises by management). If so, I will have to
engage in expensive tactics to try to prevent that, including
aggressive solicitation and possibly legal action. If not, I am
content to gather the votes I can cheaply and get two or three of
my candidates elected. The main way to cut expenses is to mail the
solicitation only to the larger shareholders.
This entire proxy form has been rewritten to conform to the model
of management's proxy. The change was necessary due to change in
the proposals and SEC comments about discretion with respect to
voting, without knowing whether it is cumulative or non-
cumulative]
THE GOLDFIELD CORPORATION PROXY
Annual Meeting of Stockholders to be Held on June 19, 2001
THIS PROXY IS SOLICITED ON BEHALF OF ERAIDER.COM INC., AARON
BROWN, DEBORAH PASTOR AND SAM REBOTSKY, RUNNING AS THE SHAREHOLDER
VALUE SLATE. IT IS NOT SOLICITED ON BEHALF OF THE COMPANY'S
MANAGEMENT OR BOARD OF DIRECTORS.
The undersigned hereby appoints Aaron Brown proxy, with full power
of substitution, to vote with the same force and effect as the
undersigned at the Annual Meeting of the Stockholders of The
Goldfield Corporation to be held at Imperial's Hotel & Conference
Center (Imperial Room II), 8298 North Wickham Road, Melbourne,
Florida on June 19, 2001 at 9:00 a.m., and any adjournment or
postponement thereof, upon the matters set forth herein and upon
such other matters as may properly come before the meeting, all in
accordance with the notice and accompanying proxy statement for
said meeting, receipt of which is acknowledged. (THIS PROXY
REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED.)
This proxy, when properly executed, will be voted in the manner
directed herein. The individual named above is authorized to vote
in his discretion on any other matters that properly come before
the meeting, including voting on any proposal to adjourn the
meeting if necessary to tally the votes with respect to Proposal
1.
Continued and to be signed on the reverse side.
Please date, sign and mail your proxy card back today.
The Shareholder Value Slate recommends a vote FOR Proposal 1/2.
If no direction is given, the proxy will be voted FOR Proposal 1/2.
FOR
AGAINST
ABSTAIN
1/2. POINT
OF ORDER:
ELECTION
OF
DIRECTORS
SHOULD
PRECEED
ANY
CHANGING
OF THE
ELECTION
RULES.
/ /
/ /
/ /
The Shareholder Value Slate recommends a vote AGAINST Proposal 1.
If no direction is given, the proxy will be voted AGAINST Proposal
1.
FOR
AGAINST
ABSTAIN
1. AMENDMENT
TO THE
RESTATED
CERTIFICATE
OF
INCORPORATION
/ /
/ /
/ /
2A. If Proposal 1 to amend the Restated Certificate of
Incorporation to eliminate cumulative voting is adopted,
cumulative voting will NOT be available and the proxy will be
voted as directed in this Proposal 2A.
The Shareholder Value Slate recommends a vote FOR Proposal 2A.
If no direction is given, the proxy will be voted FOR Proposal 2A.
FOR
WITHHELD
2A. ELECTION OF
DIRECTORS
/ /
/ /
FOR
Nominees
/ /
Aaron
Brown
/ /
Deborah
Pastor
/ /
Sam
Rebotsky
/ / FOR, except vote withheld from the following
nominee(s)________________________________________________________
_____
2B. If Proposal 1 to amend the Restated Certificate of
Incorporation to eliminate cumulative voting is NOT adopted,
cumulative voting will be available and the proxy will be voted as
directed in this Proposal 2B.
If a vote "FOR; The Maximum Number of the Listed Nominees that Can
Be Elected" is marked, the cumulative votes represented by the
proxy will be cast at the discretion of the proxy named herein in
order to elect the maximum number of the listed nominees as
believed possible under the then prevailing circumstances.
If you do not wish to grant the proxyholder discretion to cumulate
your votes, then you can cumulate your votes yourself. To cumulate
your votes for director yourself, multiply the total number of
shares you held as of the record date by six. Then, you may
allocate this number of votes among the nominees by writing the
number of votes you wish to allocate to a nominee in the space
next to that nominee's name.
Please note that if you choose to cumulate votes yourself, this
may reduce the likelihood of one or more of the nominees of your
choice being elected. If you elect to cumulate your votes
yourself, the proxyholder will not have discretionary authority to
cumulate your votes.
The Shareholder Value Slate recommends a vote "FOR; The Maximum
Number of the Listed Nominees that Can Be Elected " for Proposal
2B.
If no direction is given, the proxy will be voted "FOR; The
Maximum Number of the Listed Nominees that Can Be Elected" for
Proposal 2B.
FOR
WITHHELD
2A. THE
MAXIMUM
NUMBER OF
THE LISTED
NOMINEES
NOMINEES
THAT CAN BE
ELECTED
/ /
/ /
Votes
Nominees
Aaron Brown
Deborah Pastor
Sam Rebotsky
/ / FOR, the Maximum Number of the Listed Nominees that Can Be
Elected, except vote withheld from the following
nominee(s)_______________________________________
The Shareholder Value Slate recommends a vote FOR Proposal 3.
If no direction is given, the proxy will be voted FOR Proposal 3.
FOR
AGAINST
ABSTAIN
3.
RATIFICATION
OF
APPOINTMENT
OF
ACCOUNTANTS
/ /
/ /
/ /
The Shareholder Value Slate recommends a vote AGAINST Proposal 4.
If no direction is given, the proxy will be voted AGAINST Proposal
4.
FOR
AGAINST
ABSTAIN
4.
ADJOURNMENT
PRIOR TO
VOTE ON
PROPOSAL 1
/ /
/ /
/ /
The Shareholder Value Slate recommends a vote FOR Proposal 5.
If no direction is given, the proxy will be voted FOR Proposal 5.
FOR
AGAINST
ABSTAIN
5. REDEEM
THE
SERIES A
PREFERRED
STOCK
/ /
/ /
/ /
*Note* In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting
or at any adjournments or postponements thereof.
PLEASE SIGN, DATE AND RETURN TODAY IN ENCLOSED ENVELOPE.
DATE -------------------, 2001
Signature ------------------------
Signature ------------------------
Title(s) ------------------------
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such.
Handout prepared for Keith Johnson of State of Wisconsin Investment
Board, distributed at the Council for Institutional Investors meeting,
March 19, 2001. None of Andrew Vollmer, Steven Rosen, Keith
Johnson, Wilmer, Cutler & Pickering nor State of Wisconsin Investment
Board has given permission for their names to be used, nor have any
of them reviewed or approved this document. No inference should be
drawn that any of them support the application of the Peerless case to
Goldfield.
US Term Limits. US Term Limits has not endorsed the Shareholder
Value Slate nor given permission for its name to be used in this
solicitation.
These are my estimates based on extrapolating from the financial
statements and applying normal mortality assumptions and insurance
pricing given the ages of the covered individuals. There is some
guesswork involved in this process, so the numbers may be off. Also, I
find the statements inconsistent, so I might have misinterpreted things
completely.
This figure is derived by excluding the institutional shares listed on
13G's and D's, assuming that the 5.3 million uncounted votes
represent 55 percent of the individual holders of record, subtracting the
holders of record and assuming 55 percent of the remaining
shareholders did not vote but were counted for management. The
figure is subject to large uncertainty.
June 17, 1858. Speech before the Republican State Convention,
Springfield, Illinois. Lincoln, of course, was paraphrasing Matthew 25.
Neither Abraham Lincoln nor Matthew has endorsed the Shareholder
Value Slate, nor has either given permission for the quote to be used.
They were each talking about entirely different things than the Goldfield
board of directors meeting (Lincoln about the country half slave and
half free, Matthew about doctrinal differences among Pharisees,
Sadducees and Essenes).