Filed by the Registrant x
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Filed by a Party other than the Registrant o
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Kaiser Ventures LLC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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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)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Attending the meeting and voting your units in person at the meeting. Your attendance at the meeting alone will not revoke your proxy — you must also vote at the meeting.
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Sending a written notice of revocation to our Company Secretary at our principal offices, 337 N. Vineyard, 4th Floor, Ontario, California 91764.
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Filing another duly executed proxy card bearing a later date with the Company, care of ACS Securities Services, Inc., 3988 North Central Expressway, Building 5, Floor 6, Dallas, Texas 75204. |
Sincerely, | ||
Richard E. Stoddard
Chairman and Chief Executive Officer
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By Order of the Board of Managers, | ||
Terry L. Cook
Executive Vice President – Administration, General Counsel
and Company Secretary
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Annex A
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Annex B
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Annex C
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Annex D
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Annex E
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Attending the meeting and voting your Class A units in person at the meeting. Your attendance at the meeting alone will not revoke your proxy — you must also vote at the meeting.
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Sending a written notice of revocation to our Company Secretary at our principal offices, 337 N. Vineyard, 4th Floor, Ontario, California 91764.
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Filing another duly executed proxy card bearing a later date with the Company, care of ACS Securities Services, Inc., 3988 North Central Expressway, Building 5, Floor 6, Dallas, Texas 75204.
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A single Liquidation Manager will be responsible for the implementation of the Plan of Dissolution, and the Board of Managers will promptly resign.
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The Liquidation Manager will cause the Company to cease all of our business activities except for those relating to winding up and liquidating our business and affairs which will include the sale of our remaining assets.
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The Liquidation Manager will, on behalf of the Company, collect, sell, exchange or otherwise dispose of any of our remaining non-cash property and assets, in one transaction or in several transactions to one or more buyers.
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The Liquidation Manager will, on behalf of the Company, identify, pay, or provide for the payment of or otherwise make reasonable provision for, any of our remaining, legally enforceable obligations.
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The Liquidation Manager will, on behalf of the Company, convert to cash and distribute any remaining assets to the members after payment or provision for payment of claims against and obligations of the Company.
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The Liquidation Manager will, on behalf of the Company, file a Certificate of Cancellation with the Delaware Secretary of State after completing the winding up and liquidation of our business and affairs.
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The Liquidation Manager will take for and on behalf of the Company any and all other actions permitted or required by the Plan of Dissolution, the Restated Agreement and by the Delaware Limited Liability Company Act, as amended (the “DLLCA”) and any other applicable laws and regulations.
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● |
Limit Purpose and General Amendments Related to Liquidation and Dissolution. Restrict the purpose of the Company to activities associated with its liquidation, dissolution and winding up; and make other changes consistent with a company in dissolution;
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Eliminate the Board of Managers and Create the Role of Liquidation Manager. Eliminate the Board of Managers of the Company and replace it with a single Liquidation Manager with such power and authority as necessary to manage the liquidation and dissolution of the Company and the winding up of its affairs;
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Ratify Appointment of Liquidation Manager and Member Representative. Ratify the appointment of Richard E. Stoddard as the initial Liquidation Manager and Terry L. Cook as the initial Member Representative;
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Limit Term of the Company’s Existence. Limit the duration of the Company to three years, subject to extension at the option of the Liquidation Manager with the approval of the Member Representative;
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Generally Prohibit Transfers of Units. Prohibit any transfer or exchange of units, other than by will, intestate succession or operation of law and prevent admission of new members;
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Eliminate Provisions relating to Member Meetings. Eliminate provisions relating to meetings of members; and
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Eliminate Fiduciary Duties to the Extent Permitted by Delaware Law. Update the Company’s current Operating Agreement in accordance with recent Delaware case law and recent practice by eliminating the fiduciary duties of the Company’s managers and members to the fullest extent permitted by Delaware law (other than the covenant of good faith and fair dealing implied in the Restated Agreement).
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Q.
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What will happen if the Plan of Dissolution is ratified and approved?
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A.
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If the Plan of Dissolution and Dissolution Proposal are both approved, we will complete the liquidation of our remaining assets, satisfy our remaining obligations, make distributions to members of any available liquidation proceeds, and file a Certificate of Cancellation with the Delaware Secretary of State. We will close our unit transfer books and discontinue recording transfers and issuing unit certificates on or around the Effective Date – the date that the Plan of Dissolution is approved by our Class A unit members.
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Q.
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What will happen if the Restatement Proposals are approved?
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If the Restatement Proposals are approved, assuming the Plan of Dissolution is also approved, the Restated Agreement will become effective, and we will include it in the Company records. From the Effective Date, the rights of members will be governed by the terms of the Restated Agreement.
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Q.
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What will happen if either the Plan of Dissolution or the Restated Agreement is not approved?
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A.
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If either the Plan of Dissolution or the Restated Agreement is not approved, the Board of Managers will explore what, if any, alternatives are available for the future of the Company, and may resubmit a revised plan for dissolution for consideration by members. The Restated Agreement will not become effective, even if it has been approved by the members, because its effectiveness is conditioned upon approval of the Plan of Dissolution. Our ability to recognize targeted cost savings may be substantially reduced, and potential future distributions to members delayed.
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Q.
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Why is member approval not being sought for the sale of the Company’s remaining assets but member approval of the Dissolution is being sought?
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A.
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Under the DLLCA and under the existing Amended and Restated Operating Agreement of the Company, approval by the holders of a majority of the outstanding voting power of the Company’s securities entitled to vote on the matter is required for certain fundamental limited liability company events or transactions such as dissolution.
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In connection with the conversion of Kaiser Inc. from a corporation to a limited liability company, the Company’s then stockholders approved the Company selling all of its remaining assets. Specifically, Section 1.8 of the Company’s current Amended and Restated Limited Liability Company Operating Agreement that was adopted effective November 30, 2001, provides as follows: “The Company has been formed with the expectation that the remaining assets of KVI [Kaiser Inc.] will be sold or otherwise disposed of in an orderly fashion as the Board of Managers deems reasonable. Accordingly, no additional consent of the members is required for any such sale or disposition, even if such sale of disposition involves substantially all of the assets of the Company.” Thus, no further approval is necessary for the Company to sell all of its remaining assets whether before or after the adoption of the Plan of Dissolution.
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Q.
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What is the timing on the sale of the Company’s remaining assets?
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Q.
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How does the board of managers recommend that I vote?
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A.
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The Board recommends that you vote your units “FOR” approval of each of the Proposals included herein.
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Q.
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What will Class A unit members receive in the liquidation?
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A.
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Pursuant to the Plan of Dissolution, we intend to liquidate all of our remaining non-cash assets and, after satisfying or making reasonable provision for the satisfaction of claims, obligations and liabilities as required by law, distribute any remaining cash to our members. We can only estimate the amount of cash that may be available for distribution to members. Given the uncertainties associated with the sale of our remaining non-cash assets and their ultimate value, we estimate that the aggregate amount of cash distributions to Class A unit members by a target date of June 30, 2014, will be in the range of $0 up to $3.75 per Class A unit. It is possible that a material portion of any purchase price for the non-cash assets will be in the form of an installment, deferred, loan or royalty payment payable over time. Depending on the timing and amount of such deferred payment, distributions to Class A unit members may be higher than our estimates.
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Many of the factors influencing the amount of cash distributed to members as a liquidating distribution cannot be currently quantified with certainty and are subject to change. Accordingly, you will not know the amount of any liquidating distributions you may receive, if any, as a result of the dissolution and liquidation of the Company when you vote on the proposal to approve the Plan of Dissolution. It is possible that you may not receive any liquidating distribution.
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Q.
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When will members receive payment of any available liquidation proceeds?
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A.
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We are not able to predict with certainty the precise nature, amount or timing of any distributions, primarily due to our inability to predict the amount of our remaining liabilities or the amount that we will expend during the course of the liquidation and the net value, if any, of our remaining non-cash assets. Further, even if the Eagle Mountain related assets are sold, our receipt of a material portion of the purchase price may be deferred and could be paid through future installment, deferred, loan or royalty payments over time. If the amount of our liabilities and the amounts that are spent during the liquidation are greater, or the value of our non-cash assets is less than we anticipate, members may receive substantially less than the amount estimated. The Board has not established a firm timetable for any distributions to members. The target date to complete liquidation is June 30, 2014, but that date could be extended to December 31, 2014, or beyond. We note that the projected initial term of the Company under the Restated Agreement is three years from the Effective Date (mid-2016). Subject to contingencies inherent in winding up our business, the Liquidation Manager intends to authorize any distributions as promptly as reasonably practicable in our best interests and the best interests of members. The Liquidation Manager, in his discretion, will determine the nature, amount and timing of all distributions. In any liquidation of the Company, the claims of secured and unsecured creditors of the Company take priority over the members.
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Q.
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Why am I receiving these proxy materials?
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A.
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You are receiving these proxy materials because you were a holder of record of the Company’s Class A units at the Record Date, the close of business on Thursday, April 18, 2013. As a Class A unit member of record, you are invited to attend the meeting and are entitled to and requested to vote on the items of business described in this proxy statement.
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Q.
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How can I vote my units without attending the meeting?
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A.
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Whether you hold Class A units directly as the member of record or beneficially in street name, you may direct how your units are voted without attending the meeting. Members of record may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelope. Members who hold units beneficially in street name may vote by mail by completing, signing and dating the voting instruction cards provided by the broker, trustee or nominee and mailing them in the accompanying pre-addressed envelope. If your units are held in street name, your proxy card may contain instructions from your broker, bank or nominee that allow you to vote your units using the Internet or by telephone. Please consult with your broker, bank or nominee if you have any questions regarding the electronic voting of units held in street name. Section 18-302 of the DLLCA allows the granting of proxies electronically.
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Q.
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How can I vote my units in person at the meeting?
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A.
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Class A units held in your name as the member of record may be voted in person at the meeting. Class A units held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your units giving you the right to vote the units. Even if you plan to attend the meeting, we recommend that you also submit your proxy card or voting instructions as described above so that your vote will be counted if you later decide not to, or are unable to, attend the meeting.
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Q.
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Can I change my vote?
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A.
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You may change your vote at any time before the vote at the meeting. If you are the member of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Secretary prior to your units being voted, or by attending the meeting and voting in person. Mere attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.
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For units you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker, trustee or nominee giving you the right to vote your units, by attending the meeting and voting in person.
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Q.
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How are votes counted?
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A.
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If you provide specific instructions with regard to an item, your units will be voted as you instruct on such item. If you sign your proxy card without giving specific instructions, your units will be voted in accordance with the recommendations of the Board of Managers (“FOR” each of Proposals 1, 2, 3, and 4 and in the discretion of the proxy holders on any other matters that properly come before the meeting).
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Q.
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What happens to my Class A units after the dissolution of Kaiser Ventures LLC?
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A.
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At this time, we cannot predict when any liquidating distributions, if any, may be made. The target date to complete liquidation is June 30, 2014, but that date could be extended to December 31, 2014, or beyond. We note that the projected initial term of the Company under the Restated Agreement is three years from the Effective Date (mid-2016). The actual time frame could be longer. When made, liquidating distributions to Class A unit members pursuant to the Plan of Dissolution shall be in complete redemption and cancellation of all of the outstanding Class A units of the Company. Thereafter, each holder of Class A units will cease to have any rights with respect to the units, except the right to receive distributions, if any, pursuant to the Plan of Dissolution. In all events, certificates shall be deemed cancelled upon the filing of the Certificate of Cancellation.
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Q.
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Should I send in my unit certificates now?
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A.
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No. You should NOT forward your unit certificates before receiving instructions to do so.
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As a condition to receipt of the liquidating distributions, the Liquidation Manager may require members to surrender their certificates evidencing their Class A units of the Company or to furnish evidence satisfactory to the Liquidation Manager of the loss, theft or destruction of such certificates, together with such surety bond or other security or indemnity as may be required by and satisfactory to the Liquidation Manager. If the surrender of unit certificates will be required following the dissolution, we will send you written instructions regarding such surrender. Any distributions otherwise payable by us to members who have not surrendered their unit certificates, if requested to do so, may be held in trust for such members, without interest, pending the surrender of such certificates (subject to escheat pursuant to the laws relating to unclaimed property).
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Q.
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Can I sell my units now?
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A.
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The Class A units are subject to substantial transfer restrictions and, therefore, the Class A units are not traded on an established securities market and are not tradable on a secondary market or the substantial equivalent thereof. However, we are aware that there have been a very limited number of private purchase and sale transactions since November 30, 2001. Through the Effective Date, Class A units may only be transferred in accordance with the restrictions set forth in the current Operating Agreement. Upon the Effective Date, sales, exchanges, hypothecations or other transfers of the Class A units will be prohibited. Thereafter, certificates representing Class A units will not be assignable or transferable on our books except by will, intestate succession or operation of law, and we will not issue any new unit certificates.
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Q.
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Do I have appraisal rights?
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A.
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No. Under the DLLCA, Class A unit members are not entitled to assert appraisal rights with respect to any of the proposals to be considered at the meeting.
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Q.
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What do members need to do now?
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A.
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After carefully reading and considering the information contained in this proxy statement and the documents delivered with this proxy statement, each Class A unit member should complete, sign and date his or her proxy card and mail it in the enclosed postage prepaid envelope as soon as possible so that his or her units may be represented at the meeting. We will accept all proxies received by us before the meeting is called to order.
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Sending in a signed proxy card will not affect your right to attend the meeting, nor will it preclude you from voting in person because the proxy is revocable at any time prior to the voting of such proxy card.
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Q.
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Whom should I contact with questions?
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A.
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If you have any additional questions about the meeting or the proposals presented in this proxy statement, need information on how to obtain directions to attend the meeting and vote in person, or if you have special needs that you would like us to accommodate at the meeting, you should contact:
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Our primary remaining assets are the Eagle Mountain and Lake Tamarisk properties and the value of those properties is highly correlated to the ability of a third party to exploit those properties. As the predominate use of the properties relates to the historical iron ore mining operations at Eagle Mountain, the price of iron ore in the global market significantly impacts the value of those properties. Iron ore prices have been volatile in 2011 and 2012 dropping from a high of approximately $177 per ton in September 2011 to a low of approximately $86 per ton in early September 2012. Over the last several months the price of iron ore has substantially risen from its September 2012 low to a spot price of approximately $150 per ton in January 2013. The spot price of iron ore as of April 10, 2013, was approximately $137 per ton. The Company has no control over, or ability to predict, iron ore prices in the future.
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The laws, rules and regulations governing mines in California and their interpretation and application by California governmental agencies significantly impact potential buyers and their willingness to conduct a mining business in California which in turn impacts the price that any particular potential buyer may be willing to pay for the Eagle Mountain assets. We have estimated the net realizable value of the sale of our remaining assets, which include a number of assumptions and estimates about the possible sales price of the assets to be sold. These estimates may prove to be inaccurate.
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The timing of the sales of our assets could have an impact on the actual cash proceeds we receive when these assets are sold.
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The value of the Eagle Mountain and Lake Tamarisk properties could be negatively impacted by changes in permitting requirements or regulations.
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If any of the estimates regarding the expense of satisfying known outstanding obligations, liabilities and Claims during the liquidation process are inaccurate, the amount we distribute to our members may be substantially less than the amount currently estimated.
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If currently unknown or unanticipated Claims are asserted against us, we will have to defend, resolve or reserve for such Claims before making distributions to members, which will reduce amounts otherwise available for distribution.
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We have made estimates regarding the expense of personnel required and other operating expenses (including legal, accounting and other professional fees) necessary to dissolve and liquidate the Company assuming our liquidation is completed in June 2014. Our actual expenses could vary significantly and depend on the timing and manner of the sale of our non-cash assets. If the timing differs from our plans, we may incur additional expenses above our current estimates, which could substantially reduce funds available for distribution to our members.
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The preparation, review, filing and dissemination of SEC filings.
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Maintenance of effective internal controls over financial reporting.
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Audits and reviews conducted by our independent registered public accountants.
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If a creditor or other third party seeks an injunction against the making of distributions to our members on the ground that the amounts to be distributed are needed to provide for the satisfaction of our liabilities or other obligations.
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If we become a party to lawsuits or other Claims asserted by or against us, including any Claims or litigation arising in connection with our decision to liquidate and dissolve.
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If we are unable to sell our non-cash assets or if such sales take longer than expected.
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If we are unable to resolve Claims with creditors or other third parties, or if such resolutions take longer than expected.
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The collection and disposal of assets that will be applied toward the satisfaction or the making of reasonable provision for the satisfaction of liabilities and claims or that will not otherwise be distributed in kind to the company’s members.
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The satisfaction or making of reasonable provision for satisfaction of liabilities and claims.
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Subject to statutory limitations, the distribution of any remaining assets to the members of the company.
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The taking of all other actions necessary to wind up and liquidate the company’s business and affairs.
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The cessation of all of our business activities except those relating to winding up and liquidating our business and affairs, including, but not limited to, prosecuting and defending suits by or against us, collecting our assets, converting such assets into cash or cash equivalents, discharging or making provision for discharging our liabilities, withdrawing from all jurisdictions in which we are qualified to do business, and distributing our remaining property among our members according to their interests.
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The collection, sale, exchange or other disposition of all or substantially all of our non-cash property and assets, in one transaction or in several transactions to one or more buyers.
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The payment of or the making of reasonable provision for the payment of all claims and obligations known to us, and the making of such provisions as will be reasonably likely to be sufficient to provide compensation for any Claim against us which is the subject of a pending action, suit or proceeding to which we are a party, including, without limitation, the establishment and setting aside of a reasonable amount of cash and/or property to satisfy such Claims against and obligations of us.
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The making of reasonable provision for the payment of Claims and obligations that are unknown to us or that have not arisen, but that based on facts known to us, are likely to arise or to become known to us within three years after the distribution of assets to our members.
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The making of reasonable provision for the payment of Claims and obligations that are unknown to us or that have not arisen, but that based on facts known to us, are likely to arise or to become known to us within ten years after the Effective Date.
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The pro rata distribution to the members of our remaining assets after payment or provision for payment of Claims against and obligations of us.
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The filing of a Certificate of Cancellation with the Delaware Secretary of State.
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The taking of any and all other actions permitted or required by the DLLCA, the Restated Agreement and any other applicable laws and regulations.
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Paying, resolving and providing financial assurances reasonably calculated to satisfy Claims.
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Ongoing operating, overhead and administrative expenses.
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Severance and termination benefits afforded to terminated employees (a total of $1,753,096 was paid in fourth quarter of 2012 as severance benefit to executive officers).
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Operating lease obligations related to our principal offices.
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Purchasing insurance policies and coverage for periods subsequent to the Effective Date.
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Expenses incurred in connection with the dissolution and our liquidation.
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Professional, legal, tax, accounting, and consulting fees.
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Projected Class A Member Unit Distribution
Based on June 30, 2014 Target Date for Liquidation
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|||||||||
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|||||||||
Ref
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Low Range
of Net Proceeds |
High Range
of Net Proceeds |
|||||||
Net cash on hand
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(a)
|
$ | 11,600,000 | $ | 11,600,000 | ||||
Net current sale proceeds from remaining assets
|
(b)
|
$ | - | $ | 31,000,000 | ||||
Total cash plus net proceeds from asset sales
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$ | 11,600,000 | $ | 42,600,000 | |||||
Liquidation costs and expenses
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(c)
|
$ | (5,400,000 | ) | $ | (8,200,000 | ) | ||
Projected Liabilities and Obligations
|
(d)
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$ | (6,200,000 | ) | $ | (6,900,000 | ) | ||
Other Unit Class Distributions
|
(e)
|
||||||||
Class B Units
|
$ | - | $ | (300,000 | ) | ||||
Class C/D Units
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$ | - | $ | (600,000 | ) | ||||
Total liquidation expenses & deductions
|
$ | (11,600,000 | ) | $ | (16,000,000 | ) | |||
Estimated Class A cash distribution
|
$ | 0 | $ | 26,600,000 | |||||
Class A units outstanding
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$ | 7,100,000 | $ | 7,100,000 | |||||
Estimated distribution per Class A unit
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$ | 0 | $ | 3.75 |
(a)
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Estimated cash on hand net of current liabilities.
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(b)
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High range reflects estimated high end of net proceeds to be realized at closing from a sale of the Company’s ownership interest in KEM, Lake Tam and MRLLC (or the assets of those entities) based on expected initial payment at closing and by the assumption of liabilities associated with the assets and operations of KEM, Lake Tam and MRLLC. Additional future contingent payments could be in the form of a deferred purchase price, installment payments, or royalties, which may be monetized at some point in the liquidation process and could result in future additional distributions.
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(c)
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Liquidation costs and expenses include all estimated compensation to employees and consultants, professional fees and expenses, insurance expenses and other operating expenses from January 1, 2013 through June 30, 2014. The Company anticipates expenses associated with audit and tax services, company legal support and fees to the Board of Managers to be reduced from current levels.
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(d)
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As of December 31, 2012, current reserves for actual and contingent liabilities of the Company and its subsidiaries were approximately $9.2 million.
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(e)
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Pursuant to the Restated Agreement, the Class B and C/D units of the Company have a formula-based distribution right on the sale of the Company’s assets, payable in priority over the Class A units.
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Mr. Stoddard’s resignation, death, permanent disability or removal;
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The filing of the Certificate of Cancellation; or
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●
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Thirty days after the Company has sold or transferred all of its assets and a separate entity has assumed all of the claims against and obligations of the Company.
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●
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cause the Company to sell, convey, transfer and deliver or otherwise dispose of any and/or all of the assets of the Company in one or more transactions, without further approval of the Company’s members;
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●
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not engage in any business activities except to the extent necessary to preserve the value of its assets (or to reasonably enhance the value of its assets as part of the anticipated sale or disposition of such assets), wind up its business and affairs, discharge, to retain and set aside such funds out of the Company’s assets as the Liquidation Manager shall deem necessary or expedient to pay;
|
|
●
|
provide for the payment of (i) unpaid claims, expenses, charges, liabilities and obligations of the Company; and (ii) the expenses of administering the Company’s assets;
|
|
●
|
determine the nature and amount of the consideration to be received with respect to the sale or other disposition of, or the grant of interest in, the Company’s assets and to determine conclusively from time to time the value of and to revalue the securities and other property of the Company, in accordance with independent appraisals or other information as he deems necessary or appropriate;
|
|
●
|
cause the Company to do and perform any and all acts necessary or appropriate for the conservation and protection of its assets, including acts or things necessary or appropriate to maintain the assets or to exploit the assets pending sale or disposition thereof or distribution thereof to the members;
|
|
●
|
make appropriate efforts to resolve any contingent or unliquidated claims and outstanding contingent liabilities for which the Liquidation Manager may be responsible, dispose of the Company’s assets, make timely distributions and not unduly prolong the liquidation and dissolution of the Company;
|
|
●
|
cause the Company to institute or defend actions or judgments for declaratory relief or other actions or judgments and to take such other action, in the name of the Company or as otherwise required, as the Liquidation Manager may deem necessary or desirable to enforce any instruments, contracts, agreements, causes of action, or rights relating to or forming a part of the Company’s assets;
|
|
●
|
where necessary cancel, terminate, or amend any instruments, contracts, agreements, obligations, or causes of action relating to or forming a part of the Company’s assets, and to execute new instruments, contracts, agreements, obligations or causes of action as required; and
|
|
●
|
where necessary authorize transactions between corporations or other entities whose securities, or other interests therein (either in the nature of debt or equity) are held as part of the Company’s assets.
|
●
|
give and receive notices (including any consents, approvals, and cooperation) to the extent required by the Restated Agreement and the Plan and Dissolution (except to the extent that the Restated Agreement expressly contemplates that any such notice or communication shall be given or received by a member individually) including, without limitation (a) the removal of the Liquidation Manager for cause (as that term is defined in the Liquidation Manager Agreement attached hereto as Annex D), (b) the appointment of a new Liquidation Manager, (c) the agreement of any modification or amendment to the Liquidation Manager Agreement, (d) the extension of the term of the Restated Agreement at the request of the Liquidation Manager, (e) the exercise of the power of a Majority of the Class A unit members to approve any amendment of the Restated Agreement, (f) the approval of any transaction between the Company and the Liquidation Manager, and (g) the appointment of a tax matters partner.
|
●
|
act for and on behalf of the members to the extent necessary and provided for in the Plan of Dissolution; and
|
●
|
take all actions necessary or appropriate in the reasonable, good faith judgment of the Member Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any member.
|
Name and Address of Beneficial Owner
|
Number of
Class A Units
Beneficially Owned
|
% of Issued and
Outstanding Class A Units (1)
|
|||||||
Ascend Capital Holdings Corporation
One Montgomery St., Suite 3300
San Francisco, CA 94104
|
656,000 | 9.24% | |||||||
Kaiser’s Voluntary Employees’ Beneficiary Association Trust (VEBA) (2)
9786 Sierra Avenue
Fontana, CA 92335
|
656,987 | 9.25% | |||||||
Pension Benefit Guaranty Corporation (PBGC) (3)
J.P. Morgan Asset Management.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
|
407,415 | 5.82% | |||||||
Richard E. Stoddard (4)
337 N. Vineyard Ave., 4th Floor
Ontario, CA 91764
|
429,668 | 6.05% |
Name and Address of Beneficial Owner
|
Number of
Class A Units
Beneficially Owned
|
% of Issued and
Outstanding Class A Units (1)
|
|||||||
Willow Creek Capital Partners
300 Drakes Landing Road, Suite 230
Greenbrae, CA 94904
|
756,200 | 10.66% | |||||||
(1)
|
The percentage for each member is based on the total number of issued and outstanding Class A units as of March 1, 2013, of 7,096,806 which includes the 104,267 Class A units reserved but not yet distributed to the Class 4A unsecured creditors of KSC and 113,250 Class A units deemed outstanding and reserved for issuance to holders of Kaiser Ventures Inc. stock that have to convert such stock into Kaiser Ventures LLC Class A units.
|
|
(2)
|
VEBA received its shares in Kaiser as a creditor of the KSC bankruptcy. VEBA’s shares in Kaiser are held in trust by AST Trust Company.
|
|
(3)
|
PBGC received its shares in Kaiser as a creditor of the KSC bankruptcy. The Company understands that J.P. Morgan Asset Management has a contract with PBGC pursuant to which it has full and complete investment discretion with respect to substantially all of the units owned by PBGC, including the power to vote such securities. Substantially all of the PBGC’s units are held through a nominee Beat & Co.
|
|
(4)
|
Ownership reported as of April 15 , 2013.
|
Class A Units
|
Class C Units(6)
|
||||||||||||||||
Name and Address of Beneficial Owner (1)
|
Number (2)
|
% of Class (3)
|
Number
|
% of Class
|
|||||||||||||
Richard E. Stoddard, CEO, President & Chairman
|
429,668 | 6.05 | % | 400 | 50 | % | |||||||||||
Gerald A. Fawcett, Vice Chairman (4)
|
179,059 | 2.52 | % | 0 | 0 | % | |||||||||||
James F. Verhey, Executive Vice President – Finance & CFO
|
195,437 | 2.75 | % | 160 | 20 | % | |||||||||||
Terry L. Cook, Executive Vice President – Administration, General Counsel & Company Secretary
|
311,811 | 4.39 | % | 240 | 30 | % | |||||||||||
Sarah J. Anderson, Manager
|
22,500 | * | 0 | 0 | % | ||||||||||||
Ronald E. Bitonti, Manager (5)
|
67,396 | * | 0 | 0 | % | ||||||||||||
John Kluesener, Manager
|
22,500 | * | 0 | 0 | % | ||||||||||||
All officers and managers as a group (7 persons) (2)
|
1,228,371 | 17.31 | % | 800 | 100 | % |
*
|
Less than one percent.
|
(1)
|
The address of each person is c/o Kaiser Ventures LLC, 337 N. Vineyard, 4th Floor, Ontario, California 91764.
|
(2)
|
The Company has no outstanding options as all previously unexercised options expired December 31, 2008.
|
(3)
|
The percentage for each individual is based on the total number of issued and outstanding Class A units (including the 104,267 Class A units which have been issued but are reserved and not yet distributed to the Class 4A unsecured creditors of KSC and 113,250 Class A units reserved for those who have yet to convert their Kaiser Inc. stock to Kaiser LLC Class A units as a result of the merger).
|
(4)
|
Mr. Fawcett retired as President and Chief Operating Officer of Kaiser effective January 15, 1998.
|
(5)
|
Mr. Bitonti is Chairman of the VEBA Board of Trustees. He disclaims any beneficial ownership interest in the units beneficially owned by VEBA.
|
(6)
|
With the adoption of the Restated Agreement, the percentage of distribution to each Class C and Class D unit holder will be “frozen” so that Messrs. Stoddard, Mr. Verhey and Mr. Cook as the owners of Class C units will respectively receive 46.8%, 18.7% and 28.1% of the total of any future distributions that may be made on the Class C and D units with the Class D units holders, Paul Shampay and Anthony Silva, former officers of the Company, receiving a total of 6.4%.
|
|
●
|
Attending the meeting and voting your units in person at the meeting. Your attendance at the meeting alone will not revoke your proxy — you must also vote at the meeting.
|
|
●
|
Sending a written notice of revocation to our Company Secretary at our principal offices, 337 N. Vineyard, 4th Floor, Ontario, California 91764.
|
|
●
|
Filing another duly executed proxy card bearing a later date with the Company care of ACS Securities Services, Inc., 3988 North Central Expressway, Building 5, Floor 6, Dallas, Texas 75204.
|
By Order of the Board of Managers, | |
Terry L. Cook | |
Executive Vice President – Administration, General Counsel and Company Secretary |
1.
|
Approval of Plan; Approval of Amended Operating Agreement; Effective Date.
|
|
(a)
|
The Board of Managers of the Company (the “Board”) has approved this Plan as being advisable and in the best interests of the Company and its members. The Board has directed that the Plan be submitted to the Company’s members for approval. The Plan will become immediately effective upon approval of the dissolution of the Company in accordance with the terms of the Plan by the holders of a majority of the Class A Units of the Company (the “Effective Date”).
|
|
(b)
|
To implement the Plan, the Board has approved the terms and conditions of the Second Amended and Restated Limited Liability Company Operating Agreement attached hereto as Exhibit “A” (the “Amended Operating Agreement”). The Board has directed that the Amended Operating Agreement be submitted to the Company’s members for approval concurrently with the submission of the Plan for approval. If approved by the requisite vote of the holders of a majority of the Class A Units of the Company, the Amended Operating Agreement also will be effective as of Effective Date.
|
|
(c)
|
Both the Plan and the Amended Operating Agreement must be approved by the holders of a majority of the Class A Units of the Company or the Plan will be terminated.
|
2.
|
Liquidation Manager; Appointment of Member Representative; Management of the Company.
|
|
(a)
|
On the Effective Date and in accordance with the Amended Operating Agreement, the current Board will resign and a single Liquidation Manager will be appointed. The initial Liquidation Manager shall be Richard E. Stoddard and he will provide his services to the Company as an independent contractor pursuant to the terms of an Amended and Restated Liquidation Manager Agreement previously approved by the Board and attached hereto as Exhibit “B”. The Liquidation Manager may also serve as an officer of the Company with direct responsibility for the liquidation of the Company’s assets.
|
|
(b)
|
Also on the Effective Date and in accordance with the Amended Operating Agreement, Terry L. Cook, the Company’s Executive Vice President – Administration, General Counsel and Corporate Secretary will be appointed as the representative of the Members (the “Member Representative”) with the authority to take action on behalf of the Members to the limited extent provided under this Plan, under the Amended Operating Agreement or on matters requiring approval of the members as a matter of law. After the approval of the Amended Operating Agreement, the appointment of the Liquidation Manager and the appointment of the Member Representative, the members of the Company will not appoint any other managers of the Company or directly participate in any other decision relating to the Company. There will be no meetings of the members of the Company after the Effective Date.
|
|
(c)
|
If the Liquidation Manager is unable to serve for any reason (whether due to death, incapacity, resignation or removal for “cause” in the manner provided in the Amended Operating Agreement), a substitute Liquidation Manager will be appointed by the Member Representative.
|
|
(d)
|
If the Member Representative is unable to serve for any reason (whether due to death, incapacity or resignation), a substitute Member Representative will be appointed by the Liquidation Manager provided that such substitute Member Representative is either (i) a current or former executive officer of the Company who also holds Class A Units on the date of his or her appointment or (ii) the holder of at least five percent (5%) of the outstanding Class A Units on the date of his or her appointment (or such holder’s authorized representative if the holder is an entity).
|
3.
|
Name Change. On the first business day after the Effective Date, the Liquidation Manager shall file an amended Certificate of Formation with the Delaware Secretary of State changing the name of the Company to “CIL&D, LLC.”
|
4.
|
Complete Liquidation. From and after the Effective Date, the Company shall be voluntarily liquidated and dissolved. The Liquidation Manager shall cause the Company to sell, convey, transfer and deliver or otherwise dispose of any and/or all of the assets of the Company in one or more transactions, without further approval of the Company’s members. The Company shall not engage in any business activities except to the extent reasonably necessary (i) to preserve or protect its assets; (ii) to enhance the value of its assets as part of an anticipated sale or disposition of such assets; (iii) to wind up its business and affairs; (iv) to identify, discharge, pay or make reasonable provision for all of its liabilities; and (v) to distribute its assets in accordance with this Plan and the Amended Operating Agreement. Solely in furtherance of the foregoing, the Company may, as part of the dissolution process, directly or indirectly engage in iron ore mining and/or in the recycling and processing of mine tailings at the Company’s Eagle Mountain property.
|
5.
|
Employees, Consultants and Others. The Company may hire or retain, at the discretion of the Liquidation Manager, employees, leased employees, consultants, financial and legal advisors, brokers and other service providers from time to time as the Liquidation Manager deems reasonably necessary and appropriate to assist the Company (i) in marshalling the assets of the Company and converting the same, in whole or in part, into cash or some other form as may be conveniently distributed to the members and (ii) in supervising or facilitating the dissolution and winding up of the Company. The Company may, in the absolute discretion of the Liquidation Manager, pay the Company’s employees, leased employees, consultants, financial and legal advisors, brokers and other service providers, or any of them, compensation or additional compensation above their regular compensation, including pursuant to severance and retention agreements, in money or other property, in recognition of the extraordinary efforts they, or any of them, will be required to undertake, or actually undertake, in connection with the implementation of this Plan.
|
6.
|
Expenses of Dissolution. The Company may, in the absolute discretion of the Liquidation Manager, pay any brokerage, agency, professional and other fees and expenses of persons rendering services to or benefiting the Company in connection with the collection, sale, exchange or other disposition of the Company’s property and assets, the notice of and resolution of any of the Company’s liabilities and the implementation of this Plan.
|
7.
|
Dissolution Process. Within 30 days after the Effective Date, the Company shall give written notice of the commencement of the winding up of the Company by mail to all members and to all known creditors of the Company whose addresses appear on the records of the Company. The Company will also issue a press release and publish notice of the commencement of the winding up of the Company in business newspapers of regional or national circulation. The Company will then seek to promptly:
|
|
(a)
|
Dispose of and convey all of the Company’s property including the dissolution and winding up of the Company’s subsidiaries and their respective properties and assets;
|
|
(b)
|
Discharge or make reasonable provision for the Company’s liabilities, including by transferring such liabilities (and any associated insurance benefits) to a third party in exchange for indemnification against such liabilities or other valuable consideration;
|
|
(c)
|
Seek approval from the United States Securities and Exchange Commission to cease making periodic reports on Form 10-Q and to cease preparing audited financial statements of the Company; provided, however, that the Company will prepare audited financial statements for the fiscal year ended December 31, 2012, will file a periodic report on Form 10-Q for the period ended March 31, 2013, will continue to file periodic reports on Form 8-K and will continue to file an annual report on Form 10-K;
|
|
(d)
|
Prosecute and defend suits or any nature or kind; and
|
|
(e)
|
If determined reasonable or appropriate by the Liquidation Manager, transfer all of the remaining assets of the Company to a liquidating trust, limited liability company or other special purpose vehicle with the beneficial or legal ownership interests in such liquidating trust, limited liability company or other special vehicle being distributed to the members.
|
|
(f)
|
After reasonable provision for all debts and other reserves as may be deemed necessary or appropriate by the Liquidation Manager and to the extent there are any remaining assets, the Company shall distribute, by means of one or more distributions, all of the assets of the Company to the members in accordance with the distribution provisions of the Amended Operating Agreement. Subject to the terms of the Amended Operating Agreement and in connection therewith, the Liquidation Manager or his designee shall execute all checks, instruments, notices and any and all other documents necessary to effect such distribution. Any distributions by the Company shall be made, if at all, not later than one day prior to the date on which the Amended Operating Agreement will terminate in accordance with its terms.
|
|
(g)
|
File, at the time determined to be appropriate by the Liquidation Manager, a Certificate of Cancellation with the Delaware Secretary of State as provided in Section 18-230 of the DLLCA which terminates the Company’s Certificate of Formation (as amended).
|
8.
|
Cancellation of Units. The filing of the Certificate of Cancellation with the Delaware Secretary of State will result in the automatic cancellation of all of the outstanding units of the Company (and all certificates representing such units), without further action on the part of the Company or its members. From and after the Effective Date, and subject to applicable law, each holder of units of the Company shall cease to have any rights in respect thereof, except the right to receive distributions, if any, pursuant to and in accordance with this Plan and the Amended Operating Agreement. Prior to the filing of the Certificate of Cancellation, the Liquidation Manager, in his absolute discretion, may require the Company’s members to: (i) surrender their certificates evidencing their units to the Company; or (ii) furnish the Company with evidence satisfactory to the Liquidation Manager of the loss, theft or destruction of such certificates, together with such surety bond or other security in indemnity as may be required by and satisfactory to the Liquidation Manager. From and after the Effective Date, units of the Company will not be assignable or transferable on the books of the Company except by will, intestate succession or operation of law. Accordingly, The Company will close its unit transfer books and discontinue recording transfers of units of the Company at the Effective Date.
|
9.
|
Duration of the Company Following Approval of the Plan. After the Effective Date, the Company shall continue for the purpose of winding up its affairs in an orderly matter as provided in this Plan with the Company continuing in existence until the Certificate of Cancellation is filed with the Delaware Secretary of State as provided in Section 7(g) above. Notwithstanding the foregoing, the Amended Operating Agreement provides that it will terminate on the third anniversary of the Effective Date, subject to additional extensions of such term at the discretion of the Liquidation Manager to the extent permitted by applicable law. The Member Representative must approve any extension of the term of the Amended Operating Agreement.
|
10.
|
Absence of Appraisal Rights. Under Delaware law, the Company’s members are not entitled to appraisal rights for their units in connection with the transactions contemplated by this Plan.
|
11.
|
Abandoned Property. If any distribution to a member cannot be made, whether because the member cannot be located, has not surrendered certificates evidencing his units as required hereunder, or for any other reason, any distributions to which such member is entitled shall be treated as abandoned property, shall escheat to the applicable state or other jurisdiction in accordance with applicable law, and, at such time as any liquidating distributions are made by the Company, shall be paid to the official of such state or other jurisdiction authorized by applicable law to receive the proceeds of such distribution. In no event shall the proceeds of any such distribution revert to or become the property of the Company.
|
12.
|
Confirmation of Previous Consent to Sell Assets. Adoption of this Plan by the holders of a majority of the Class A Units of the Company shall constitute ratification of the previous approval of the members of the sale, exchange or other disposition in liquidation of all of the property and assets of the Company, whether such sale, exchange or other disposition occurs in one transaction or a series of transactions, and shall constitute ratification of all contracts for sale, exchange or other disposition which are conditioned on adoption of this Plan. Adoption of this Plan shall also constitute approval of all financing and all other arrangements and agreements that may be made to accomplish the purposes of this Plan as reasonably determined by the Liquidation Manager. Nothing in this Plan will prevent an affiliate of the Company (other than the Liquidation Manager or an affiliate of the Liquidation Manager) from acquiring any asset of the Company provided that such transaction has been approved by the Liquidation Manager. The Liquidation Manager may not acquire any asset of the Company or engage in any transaction with the Company either directly or indirectly through any person of which the Liquidation Manager is an affiliate by reason of being a trustee, manager, officer, partner, or of which the Liquidation Manager is the direct or indirect beneficial owner of 5% or more of the outstanding capital stock, shares or other equity interest of such Person.
|
13.
|
Indemnification. The Company shall continue to indemnify its current and former directors, officers, the Liquidation Manager, managers, employees, leased employees, agents and trustees in accordance with (i) its Amended Operating Agreement, (ii) all contractual arrangements as therein or elsewhere provided, (iii) the Company’s existing director’s and officers’ liability insurance policy and (iv) applicable law, and such indemnification shall apply to acts or omissions of such persons in connection with the implementation of this Plan and the winding up of the affairs of the Company. The Liquidation Manager is authorized to obtain and maintain such reserves and insurance as may be necessary to cover the Company’s indemnification obligations.
|
14.
|
Modification or Abandonment of the Plan. The Board may modify or terminate this Plan for any reason prior to the Effective Date. Notwithstanding the authorization of, or consent to, this Plan and the transactions contemplated hereby by the members, the Liquidation Manager may modify or amend (but not terminate) this Plan and the transactions contemplated hereby without further action by the members to the extent permitted by the DLLCA, subject only to the approval of the Member Representative.
|
15.
|
Authorization. The Liquidation Manager is hereby authorized, without further action by the members or the Member Representative (except to the extent expressly provided herein), to do and perform any and all acts, and to make, execute, deliver or adopt any and all agreements, resolutions, conveyances, certificates and other documents of every kind that are deemed necessary, appropriate or desirable, in the absolute discretion of the Liquidation Manager, to implement this Plan and the transactions contemplated hereby, including, without limiting the foregoing, (i) all filings or acts required by any state or federal laws or regulations to wind up its affairs; (ii) the execution of any contracts, deeds, assignments or other instruments necessary or appropriate to sell or otherwise dispose of, any and all property of the Company, whether real or personal, tangible or intangible; (iii) the making of any financing or other arrangements or agreements that may be made to accomplish the purposes of this Plan as determined by the Liquidation Manager; (iv) the appointment of other persons as reasonably necessary to carry out any aspect of this Plan; (v) the temporary investment of funds in such medium as the Liquidation Manager may deem appropriate; and (vi) the modification of this Plan as may be necessary to implement this Plan.
|
|
(i)
|
by the Liquidation Manager if he is not a party to the Proceeding; or
|
|
(ii)
|
by the Member Representative if he is not a party to the Proceeding; or
|
|
(iii)
|
if neither (i) or (ii) are possible, by independent legal counsel to the Company in a written opinion.
|
Member
|
Class C Units
|
Class D Units
|
Rick Stoddard
|
400
|
|
Terry Cook
|
240
|
|
James Verhey
|
160
|
|
Anthony Silva
|
72
|
48
|
Paul Shampay
|
80
|
|
11.1.2.
|
The entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act; and
|
|
(ii)
|
by the Member Representative if he is not a party to the Proceeding; or
|
|
(iii)
|
(ii) if no such quorum is obtainable or, even if obtainable, a quorum of the disinterested Managers so directsif neither (i) or (ii) are possible, by independent legal counsel to the Company in a written opinion; or(iii) by the Members, by a vote of a Majority of Members, whether or not constituting a quorum, who are not parties to the Proceeding.
|
|
(i)
|
A Transfer in which the basis of the Unit in the hands of the transferee is determined, in whole or in part, by reference to its basis in the hands of the transferor Member or is determined under Section 732 of the Code;
|
|
(ii)
|
A Transfer at death;
|
|
(iii)
|
A Transfer between members of a family as defined under Section 267(c)(4) of the Code, (i.e., to the Member’s brother or sister (by whole or half blood), spouse, ancestor or lineal descendant);
|
|
(iv)
|
A Transfer involving a distribution from a retirement plan qualified under Section 401(a) of the Code.
|
"Liquidation Manager" | "Company" | ||||
Richard E. Stoddard | Kaiser Ventures, LLC | ||||
/s/ RICHARD E. STODDARD
|
By: |
/s/ TERRY L. COOK
|
|||
Richard E. Stoddard
|
Terry L. Cook
|
||||
Executive Vice President-Administration & General Counsel |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2012 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 33-0972983 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Title of Each Class
|
Name of Each Exchange on which Registered
|
|
Class A Units | Not Applicable |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
PAGE | ||||||||
PART I | ||||||||
1 | ||||||||
1 | ||||||||
Item 1. | 1 | |||||||
Item 1A. | 16 | |||||||
Item 1B. | 16 | |||||||
Item 2. | 17 | |||||||
Item 3. | 23 | |||||||
Item 4. | 25 | |||||||
PART II | ||||||||
Item 5. | 26 | |||||||
Item 6. | 27 | |||||||
Item 7. | 28 | |||||||
Item 7A. | 36 | |||||||
Item 8. | 37 | |||||||
Item 9. | 59 | |||||||
Item 9A. | 59 | |||||||
Item 9B. | 60 | |||||||
PART III | ||||||||
Item 10. | 61 | |||||||
Item 11. | 65 | |||||||
Item 12. | 78 | |||||||
Item 13. | 79 | |||||||
Item 14. | 80 | |||||||
PART IV | ||||||||
Item 15. | 81 |
Item 1. | BUSINESS |
• |
We own an 84.247% ownership interest in Mine Reclamation, LLC, (referred to as MRC), which has been seeking to develop a rail-haul municipal solid waste landfill at a property called the Eagle Mountain Site located in the California desert (the “Landfill Project”). On October 30, 2011, MRC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Central District of California, Riverside Division, bankruptcy case number 6:11-bk-43596 (the “Bankruptcy Court”). MRC continues to operate its business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, Rules and orders of the Bankruptcy Court. MRC has currently established a $500,000 line of credit with us but we have approved providing up to a $1 million line of credit. Any proceeds from permitted draws on the line of credit are to be used to complete, if necessary, the MRC bankruptcy process. MRC may not be able to repay any amounts loaned to it by the Company if MRC is not able to complete a transaction for the sale of its remaining assets or if the net sales price of any transaction should be less than the amount owed to the Company.
|
• |
We own or control millions of tons of iron ore resources at the Eagle Mountain Site. With the large amount of iron ore reserves at Eagle Mountain and with the current high market prices for minerals, including for iron ore, we continue to aggressively pursue possible opportunities with regard to the iron ore and other mineral resources. In this regard, the Company continues to work with an investment banking and advisory firm to assist it in exploring possible opportunities and transactions with regard to these resources. There may be a range of possible opportunities including some of which that may take several years to develop and implement. For additional information regarding the resources at Eagle Mountain please see “Item 2. PROPERTIES—Eagle Mountain, California;”
|
• |
As a result of previous mining operations there are millions of tons of rock stockpiled at the Eagle Mountain Site. We are continuing to explore available markets for such rock. For additional information regarding the resources at Eagle Mountain, please see “Item 2. PROPERTIES—Eagle Mountain, California;”
|
• |
We are continuing to seek to sell the Company’s other miscellaneous assets, such as our Lake Tamarisk property. Lake Tamarisk is an unincorporated community located approximately 70 miles east of Palm Springs, California, and approximately 8 miles from the Eagle Mountain Site. Our Lake Tamarisk land consists of 72 residential lots and approximately 420 acres of other undeveloped property. For additional information on Lake Tamarisk, please see “Item 2. PROPERTIES—Lake Tamarisk, California”; and
|
• |
We are analyzing the issues created by the proposed hydro-electric pumped storage project at the Eagle Mountain Site including the threat of the taking of our property by eminent domain.
|
• |
We cannot assure members of any future distributions. The dissolution and liquidation process will be under the sole control of the Liquidation Manager and is subject to numerous uncertainties which may result in no, or less than anticipated, future distributions. The amount of any future distributions is impacted by the ability and price at which we are able to sell our remaining assets, the amount necessary to resolve or make reasonable provision for all known valid current and contingent obligations and claims, and the expenses of the dissolution and liquidation process;
|
• |
We may not be able to resolve our current and contingent obligations. As a part of the winding up process, the Company will seek to identify, pay or make reasonable provision for the payment of all known valid current and contingent obligations and claims. If the Company cannot resolve such obligations and claims, the Company could be prevented from completing the Plan of Dissolution which would negatively impact the possibility of or the amount of future distributions;
|
• |
We will continue to incur liabilities and expenses as we pursue the liquidation and winding up of the Company and such liabilities and expenses will reduce the amount available for any possible future distribution;
|
• |
The governance of the dissolution and liquidation of the Company will be vested exclusively in one individual, the Liquidation Manager, which will be Richard E. Stoddard, our current President, Chief Executive Officer and Chairman of the Board of Managers. There will no longer be a Board of Managers and there will be no members’ meetings. Except for the covenants of good faith and fair dealing, all fiduciary duties of the Liquidation Manager will be eliminated upon approval of the New Operating Agreement; and
|
• |
If a member knows that the Company has failed to create adequate reserves or to otherwise make reasonable adequate provision for its valid known and contingent obligations and claims, then any distribution received by such a member is subject to being repaid for a period of three years following the date of the distribution.
|
Item 1A. | RISK FACTORS |
Item 1B. | UNRESOLVED STAFF COMMENTS |
Item 2. | PROPERTIES |
MILLION UNITES | ||||||||||||||||
RESOURCES | SHORT TONS | PERCENT FE | TOTAL FE UNITES |
RECOVERABLE FE UNITS* |
||||||||||||
East Pit
|
28,431,454 | 39.7 | 1,128.7 | 756.2 | ||||||||||||
East Pit - West Extension
|
7,177,775 | 46.7 | 335.2 | 224.6 | ||||||||||||
Central - TV Hill
|
48,061,239 | 37.3 | 1,792.7 | 1,201.1 | ||||||||||||
Central - Main
|
42,265,029 | 37.3 | 1,576.5 | 1,056.2 | ||||||||||||
Central - West
|
22,231,617 | 38.3 | 851.5 | 570.5 | ||||||||||||
Black Eagle - North
|
49,785,843 | 39.6 | 1,971.5 | 1,320.9 | ||||||||||||
Black Eagle - South
|
11,236,800 | 40.2 | 451.7 | 302.7 | ||||||||||||
Black Eagle - West Extension
|
1,597,826 | 38.6 | 61.7 | 41.3 | ||||||||||||
Desert Eagle2
|
28,044,000 | 48.5 | 1,360.1 | 911.3 | ||||||||||||
SUB TOTAL
|
238,831,583 | 39.9 | 9,529.6 | 6,384.8 | ||||||||||||
INDICATED | ||||||||||||||||
East Pit
|
10,639,420 | 42.4 | 451.1 | 302.2 | ||||||||||||
East Pit - West Extension
|
5,503,346 | 44.3 | 243.8 | 163.3 | ||||||||||||
Central - TV Hill
|
15,364,944 | 37.4 | 574.6 | 385.0 | ||||||||||||
Central - Main
|
6,361,767 | 40.2 | 255.7 | 171.3 | ||||||||||||
Central - West
|
8,536,628 | 38.5 | 328.7 | 220.2 | ||||||||||||
Black Eagle - North
|
19,401,207 | 37.8 | 733.4 | 491.4 | ||||||||||||
Black Eagle - South
|
5,058,600 | 34.7 | 175.5 | 117.6 | ||||||||||||
Black Eagle - West Extension
|
1,009,008 | 38.2 | 38.5 | 25.8 | ||||||||||||
Desert Eagle2
|
24,826,000 | 41.1 | 1,020.3 | 683.6 | ||||||||||||
SUB TOTAL
|
96,700,920 | 39.5 | 3,821.6 | 2,560.4 | ||||||||||||
TOTAL
|
335,532,503 | 39.8 | 13,351.2 | 8,945.2 |
* | An Fe unit recovery of 67 percent was used based on past mine plant performance and metallurgical tests on drill core. |
1 | Included in this estimate and in the summary table is an estimate related to 466.66 acres of mineral interest owned by the State of California through the California State Lands Commission in the East Pit. In the past, KSC had a mineral lease with the State of California for such mineral interest pursuant to which KSC paid a royalty to the State of California. |
2 | Kaiser Eagle Mountain, LLC only owns a 50% interest in the Desert Eagle Mountain property. |
Measured Area | Type | Acres | Estimated Tons | Location | ||||
D
|
Mine Waste | 44.74 | 1,103,148 | West End | ||||
E
|
Mine Waste | 63.39 | 17,381,986 | West End | ||||
F
|
Mine Waste | 78.15 | 3,790,383 | West End | ||||
G
|
Mine Waste | 7.54 | 1,202,860 | West End | ||||
H
|
Mine Waste | 32.75 | 385,191 | West End | ||||
I
|
Mine Waste | 10.74 | 2,560,945 | West End | ||||
J
|
Mine Waste | 51.62 | 3,916,635 | West End | ||||
K
|
Mine Waste | 82.72 | 13,967,517 | West End | ||||
L
|
Mine Waste | 161.65 | 34,543,191 | West End | ||||
M
|
Mine Waste | 394.36 | 86,611,600 | West End | ||||
Total ARA Acres:
|
927.66 | |||||||
Total Estimated Waste Rock Resources
|
165,463,456 | |||||||
Total Estimated In-Place Resources
|
1,000,000,000+ | |||||||
Total Construction Aggregate Resources in West End
|
1,165,000,000+ |
* | The “West End Property” is approximately one-half of the Eagle Mountain Mine site located west of the property that would be used for the Landfill Project as currently permitted. |
Item 3. | LEGAL PROCEEDINGS |
Item 4. | MINE SAFETY DISCLOSURES |
Item 5. | MARKET FOR THE COMPANY’S EQUITY, RELATED OWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted- average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) |
|||||||||
Equity compensation plans approved by security holders
|
0 | $ | 0 | 0 | ||||||||
Equity compensation plans not approved by security holders
|
N/A | N/A | 95,000 annually | 1 |
1 |
This is average historical total amount of the annual grants made under equity compensation programs. However, as discussed in more detail in this footnote, the annual equity grants have terminated or will be terminated with the approval of the Plan of Dissolution by the Company’s Class A members. Each non-management member of the Board of Managers receives an annual grant of 5,000 Class A Units. In addition, beginning in 2004 Mr. Fawcett was included in the annual unit grants. Accordingly, in a typical year, a total of 20,000 Class A Units are issued each year collectively to the members of the Board of Managers. However, assuming the Plan of Dissolution will be approved by the Company’s Class A members, the last equity grant to the non-management members of the Board of Managers was made effective January 15, 2013-the date of the first Board of Managers meeting in the calendar year. Also reflected in the foregoing table for 2012 is that each executive officer under the terms of his employment agreement that was in effect in 2012 was to be issued 25,000 Class A Units as of January 15 of each year, provided he was still employed by the Company as of the preceding December 31. However, the annual unit issuance to each executive officer for the year 2012 was accelerated by fifteen days from January 15, 2013, to December 31, 2012. Under the terms of the executive officers current Transition Employment Agreements that were effective January 1, 2013, the annual equity grant to the executive officers was terminated beginning with calendar year 2013. In addition to the former annual equity grant of Class A Units to executive officers Class A Units may be issued to executive officers under the terms of the Executive Officer New Revenue Incentive Participation Plan. In February 2012 each executive officer was issued 8,898 Class A Units as a bonus for calendar year 2011 under the terms of the Executive Officer New Revenue Incentive Participation Plan. All units that were issued immediately vested. The bonus due for calendar year 2012 under the Executive Officer new Revenue Incentive Plan was calculated and paid all cash in February 2013. The Executive Officer New Revenue Incentive Plan has been terminated beginning with calendar year 2013. For additional information, see “Item 11. Executive Compensation.”
|
Item 6. | SELECTED FINANCIAL DATA |
Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |
2012 vs 2011 | ||||
Major Factors Impacting the Reported Net Income/(Loss)
|
||||
Lower revenues from WVMRF, LLC
|
$ | (1,744,000 | ) | |
WVMRF, LLC sale bonuses
|
$ | (296,000 | ) | |
C & D Unit compensation expense
|
$ | (771,000 | ) | |
Employee severance expense
|
$ | (2,618,000 | ) | |
Lower Non-capitalized MRC expenses
|
$ | 190,000 | ||
Increase in operating & overhead expenditures
|
$ | (425,000 | ) | |
Increase in revenues from Eagle Mountain Operations
|
$ | 737,000 | ||
Absence of any Impairment Expense in 2012
|
$ | 6,683,000 | ||
Gain on sale of WVMRF, LLC member interest
|
$ | 20,588,000 |
Cash Distributions received from the West Valley MRF
|
$ | 750,000 | ||
Net short term investment activity
|
(5,826,000 | ) | ||
Increase in restricted cash
|
(31,000 | ) | ||
Net increase in other current assets/liabilities
|
(61,000 | ) | ||
Proceeds from sale of the West Valley MRF
|
25,769,000 | |||
Class A Unit Distribution
|
(10,326,000 | ) | ||
Cash used in all other operations
|
(6,917,000 | ) | ||
|
|
|||
Net Increase in Cash and Equivalents
|
$ | 3,358,000 | ||
|
|
Changes in Current Assets
|
||||
Increase in consolidated cash
|
$ | 3,358,000 | ||
Increase in accounts receivable and other net
|
170,000 | |||
Increase in short term investments
|
5,551,000 | |||
Increase in restricted cash
|
32,000 | |||
Changes in Current Liabilities
|
||||
Decrease in payables
|
207,000 | |||
Increase in accrued liabilities
|
(723,000 | ) | ||
|
|
|||
Net Increase in Working Capital
|
$ | 8,595,000 | ||
|
|
Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | PAGE | |||
38 | ||||
39 | ||||
41 | ||||
42 | ||||
43 | ||||
44 |
2012 | 2011 | |||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 4,162,000 | $ | 804,000 | ||||
Accounts receivable and other, net of allowance for doubtful accounts of $38,000.
|
325,000 | 155,000 | ||||||
Short-term investments
|
8,254,000 | 2,703,000 | ||||||
Restricted cash and cash equivalents:
|
||||||||
Pledged for LOCs
|
782,000 | 750,000 | ||||||
|
|
|
|
|||||
13,523,000 | 4,412,000 | |||||||
|
|
|
|
|||||
Long-term investments
|
203,000 | — | ||||||
|
|
|
|
|||||
Eagle Mountain investment
|
13,843,000 | 13,843,000 | ||||||
|
|
|
|
|||||
Investment in West Valley MRF
|
— | 5,526,000 | ||||||
|
|
|
|
|||||
Land
|
2,465,000 | 2,465,000 | ||||||
|
|
|
|
|||||
Other Assets
|
||||||||
Unamortized environmental insurance premium
|
150,000 | 450,000 | ||||||
Refundable deposits
|
27,000 | 24,000 | ||||||
Buildings and equipment (net)
|
323,000 | 336,000 | ||||||
|
|
|
|
|||||
500,000 | 810,000 | |||||||
|
|
|
|
|||||
Total Assets
|
$ | 30,534,000 | $ | 27,056,000 | ||||
|
|
|
|
2012 | 2011 | |||||||
LIABILITIES AND MEMBERS’ EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 206,000 | $ | 413,000 | ||||
Conversion distribution payable
|
1,190,000 | 1,190,000 | ||||||
Accrued liabilities
|
1,351,000 | 628,000 | ||||||
|
|
|
|
|||||
2,747,000 | 2,231,000 | |||||||
|
|
|
|
|||||
Long-term Liabilities
|
||||||||
Accrual for MRC railroad casualty loss
|
4,338,000 | 4,338,000 | ||||||
Accrual for Eagle Mountain Townsite cleanup
|
2,340,000 | 2,340,000 | ||||||
Environmental remediation reserve
|
2,316,000 | 2,705,000 | ||||||
Other accrued liabilities
|
250,000 | 250,000 | ||||||
|
|
|
|
|||||
9,244,000 | 9,633,000 | |||||||
|
|
|
|
|||||
Total Liabilities
|
11,991,000 | 11,864,000 | ||||||
|
|
|
|
|||||
Commitments and Contingencies
|
||||||||
Members’ Equity
|
||||||||
Class A units; issued and outstanding at December 31, 2012 7,076,806, at December 31, 2011 6,956,212
|
16,558,000 | 13,135,000 | ||||||
Class B units; issued and outstanding 751,956
|
— | — | ||||||
Class C units; issued and outstanding 872
|
— | — | ||||||
Class D units; issued and outstanding 128
|
— | — | ||||||
|
|
|
|
|||||
16,558,000 | 13,135,000 | |||||||
Equity attributable to noncontrolling interest
|
1,985,000 | 2,057,000 | ||||||
|
|
|
|
|||||
Total Members’ Equity
|
18,543,000 | 15,192,000 | ||||||
|
|
|
|
|||||
Total Liabilities and Members’ Equity
|
$ | 30,534,000 | $ | 27,056,000 | ||||
|
|
|
|
2012 | 2011 | |||||||
Revenues
|
||||||||
Income from equity method investment in the West Valley MRF, LLC
|
$ | 391,000 | $ | 2,135,000 | ||||
Eagle Mountain revenues
|
914,000 | 177,000 | ||||||
|
|
|
|
|||||
Total revenues
|
1,305,000 | 2,312,000 | ||||||
|
|
|
|
|||||
Operating Costs
|
||||||||
Environmental insurance premium amortization
|
300,000 | 300,000 | ||||||
Impairment of Eagle Mountain landfill investment
|
— | 6,683,000 | ||||||
Non-capitalized MRC expenses
|
456,000 | 646,000 | ||||||
Expenses related to Eagle Mountain
|
1,350,000 | 1,195,000 | ||||||
|
|
|
|
|||||
Total operating costs
|
2,106,000 | 8,824,000 | ||||||
|
|
|
|
|||||
Gross Loss
|
(801,000 | ) | (6,512,000 | ) | ||||
Corporate General and Administrative Expenses
|
||||||||
Employee severance expenses
|
2,618,000 | — | ||||||
Other corporate general and administrative expenses
|
3,543,000 | 3,118,000 | ||||||
|
|
|
|
|||||
Total corporate and administrative expenses
|
6,161,000 | 3,118,000 | ||||||
|
|
|
|
|||||
Loss from Operations
|
(6,962,000 | ) | (9,630,000 | ) | ||||
Fair Value Adjustments of Available for Sale Securities
|
(72,000 | ) | (55,000 | ) | ||||
Net Interest and Investment Income
|
99,000 | 145,000 | ||||||
Gain on sale of West Valley MRF, LLC Member interest
|
20,588,000 | — | ||||||
|
|
|
|
|||||
Income (Loss) before Income Tax Provision (Benefit) and allocation of noncontrolling interest
|
13,653,000 | (9,540,000 | ) | |||||
Income Tax Provision (Benefit)
|
10,000 | (53,000 | ) | |||||
|
|
|
|
|||||
Net Income (Loss) before allocation of noncontrolling interest
|
$ | 13,643,000 | $ | (9,487,000 | ) | |||
Net Loss attributable to noncontrolling interest
|
$ | (72,000 | ) | $ | (1,233,000 | ) | ||
|
|
|
|
|||||
Net Income (Loss) attributable to controlling interest
|
$ | 13,715,000 | $ | (8,254,000 | ) | |||
|
|
|
|
|||||
Basic Income/(Loss) Per Unit
|
$ | 1.96 | $ | (1.20 | ) | |||
|
|
|
|
|||||
Diluted Income/(Loss) Per Unit
|
$ | 1.96 | $ | (1.20 | ) | |||
|
|
|
|
|||||
Basic Weighted Average Number of Units Outstanding
|
6,997,000 | 6,854,000 | ||||||
Diluted Weighted Average Number of Units Outstanding
|
6,997,000 | 6,854,000 |
2012 | 2011 | |||||||
Cash Flows from Operating Activities
|
||||||||
Net Income (Loss)
|
$ | 13,643,000 | $ | (9,487,000 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Impairment of Eagle Mountain investment
|
— | 6,683,000 | ||||||
Net realized and unrealized (gain) loss on investments
|
72,000 | 75,000 | ||||||
Equity income recorded from WVMRF, LLC
|
(391,000 | ) | (2,135,000 | ) | ||||
Cash distributions received from WVMRF, LLC
|
750,000 | 1,800,000 | ||||||
Gain on sale of WVMRF, LLC member interest
|
(20,588,000 | ) | — | |||||
Depreciation and amortization
|
313,000 | 318,000 | ||||||
Class A Units / stock-based compensation expense
|
35,000 | 85,000 | ||||||
Changes in assets:
|
||||||||
Accounts receivable and other
|
(173,000 | ) | (64,000 | ) | ||||
Changes in liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
501,000 | 245,000 | ||||||
Environmental remediation deposit for Tar Pits Escrow
|
(363,000 | ) | — | |||||
Environmental remediation expenditures
|
(26,000 | ) | (28,000 | ) | ||||
|
|
|
|
|||||
Net cash flows used in operating activities
|
(6,227,000 | ) | (2,508,000 | ) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities
|
||||||||
Purchase of investments
|
(7,397,000 | ) | (1,610,000 | ) | ||||
Maturities of investments
|
1,571,000 | 2,999,000 | ||||||
Proceeds from sale of WVMRF, LLC member interest
|
25,769,000 | — | ||||||
|
|
|
|
|||||
Net cash flows provided by investing activities
|
19,943,000 | 1,389,000 | ||||||
|
|
|
|
|||||
Cash Flows from Financing Activities
|
||||||||
Units purchased
|
(1,000 | ) | (1,000 | ) | ||||
Capital contribution by noncontrolling interest
|
— | 155,000 | ||||||
Increase in restricted cash for additional CD for LOC
|
(31,000 | ) | — | |||||
Decrease in restricted cash for SERP
|
— | 1,001,000 | ||||||
Distributions-Class A Units
|
(10,326,000 | ) | — | |||||
|
|
|
|
|||||
Net cash flows (used in) provided by financing activities
|
(10,358,000 | ) | 1,155,000 | |||||
|
|
|
|
|||||
Net Changes in Cash and Cash Equivalents
|
3,358,000 | 36,000 | ||||||
Cash and Cash Equivalents at Beginning of Year
|
804,000 | 768,000 | ||||||
|
|
|
|
|||||
Cash and Cash Equivalents at End of Year
|
$ | 4,162,000 | $ | 804,000 | ||||
|
|
|
|
|||||
Supplemental Disclosure of Cash Flow Information | ||||||||
2012 | 2011 | |||||||
Cash paid during the year for income taxes
|
$ | 4,200 | $ | 4,800 |
Member Class A Units |
Class A Members’ Equity |
Noncontrolling Interest |
Total Equity | |||||||||||||
Balance at December 31, 2010
|
6,709,023 | $ | 21,305,000 | $ | 3,290,000 | $ | 24,595,000 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss
|
— | (8,254,000 | ) | (1,233,000 | ) | (9,487,000 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Issuance of Class A Units
|
||||||||||||||||
Units purchased
|
(2,176 | ) | (1,000 | ) | — | (1,000 | ) | |||||||||
Units granted to executives and
|
||||||||||||||||
Board of Managers
|
249,365 | 85,000 | — | (85,000 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Net Class A Activity
|
247,189 | 84,000 | — | 84,000 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2011
|
6,956,212 | 13,135,000 | 2,057,000 | 15,192,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income (Loss)
|
— | 13,715,000 | (72,000 | ) | 13,643,000 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Class A Units Distributions
|
— | (10,326,000 | ) | — | (10,326,000 | ) | ||||||||||
Issuance of Class A Units
|
||||||||||||||||
Units purchased
|
(1,100 | ) | (1,000 | ) | — | (1,000 | ) | |||||||||
Units granted to executives and
|
||||||||||||||||
Board of Managers
|
121,694 | 35,000 | — | 35,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Net Class A Activity
|
120,594 | (10,292,000 | ) | — | (10,292,000 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2012
|
7,076,806 | $ | 16,558,000 | $ | 1,985,000 | $ | 18,543,000 | |||||||||
|
|
|
|
|
|
|
|
Note 1. | NATURE OF BUSINESS |
Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
FAIR VALUE MEASUREMENTS AT REPORTING DATE | ||||||||||||||||
AMOUNT RECORDED ON BALANCE SHEET |
QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
SIGNIFICANT
OTHER OBSERVABLE INPUTS (LEVEL 2)
|
SIGNIFICANT
UNOBSERVABLE INPUTS (LEVEL 3)
|
|||||||||||||
Assets as of December 31, 2012:
|
||||||||||||||||
Cash and cash equivalents
|
$ | 4,162,000 | $ | 4,162,000 | — | — | ||||||||||
Short-term investments
|
$ | 8,254,000 | $ | 8,254,000 | — | — | ||||||||||
Long -term Investments
|
$ | 203,000 | $ | 203,000 | ||||||||||||
Assets as of December 31, 2011:
|
||||||||||||||||
Cash and cash equivalents
|
$ | 804,000 | $ | 804,000 | — | — | ||||||||||
Short-term investments
|
$ | 2,703,000 | $ | 2,703,000 | — | — |
Note 3. | ACCOUNTS RECEIVABLE AND OTHER |
2012 | 2011 | |||||||
Prepaid Insurance
|
$ | 62,000 | $ | 59,000 | ||||
Accounts Receivable Trade and Other
|
300,000 | 133,000 | ||||||
|
|
|
|
|||||
Subtotal
|
362,000 | 192,000 | ||||||
Allowance for doubtful accounts
|
(37,000 | ) | (37,000 | ) | ||||
|
|
|
|
|||||
Total
|
$ | 325,000 | $ | 155,000 | ||||
|
|
|
|
Note 4. | SALE OF WEST VALLEY MRF, LLC AND RESULTING COMPENSATION RELATED MATTERS |
Note 5. | MINE RECLAMATION, LLC |
Note 6. | INVESTMENTS |
AVAILABLE-FOR-SALE
SECURITIES |
DECEMBER 31, 2012 |
DECEMBER 31, 2011 |
||||||
Short Term Bond Funds
|
$ | 8,254,000 | $ | 2,703,000 | ||||
|
|
|
|
|||||
Long-Term Bonds
|
$ | 203,000 | $ | 203,000 | ||||
|
|
|
|
Note 7. | BUILDINGS AND EQUIPMENT |
December 31 2012 |
December 31 2011 |
|||||||
Buildings and structures
|
$ | 3,285,000 | $ | 3,285,000 | ||||
Machinery and equipment
|
1,868,000 | 1,868,000 | ||||||
|
|
|
|
|||||
5,153,000 | 5,153,000 | |||||||
Accumulated depreciation
|
(4,830,000 | ) | (4,817,000 | ) | ||||
|
|
|
|
|||||
Total
|
$ | 323,000 | $ | 336,000 | ||||
|
|
|
|
Note 8. | ACCRUED LIABILITIES - CURRENT |
December 31 2012 |
December 31 2011 |
|||||||
Compensation, severance and related employee costs
|
$ | 800,000 | $ | 64,000 | ||||
Accrued professional
|
533,000 | 560,000 | ||||||
Other
|
18,000 | 4,000 | ||||||
|
|
|
|
|||||
Total
|
$ | 1,351,000 | $ | 628,000 | ||||
|
|
|
|
Note 9. | ENVIRONMENTAL REMEDIATION RESERVE |
Note 10. | EQUITY |
Note 11. | INCOME/(LOSS) PER UNIT/SHARE |
2012 | 2011 | |||||||
Numerator:
|
||||||||
Net Income/(loss)
|
$ | 13,715,000 | $ | (8,254,000 | ) | |||
Numerator for basic income/(loss) per unit
Income/(loss) available to Class A members |
$ | 13,715,000 | $ | (8,254,000 | ) | |||
Numerator for diluted income/(loss) per unit
Income/(loss) available to Class A members |
$ | 13,715,000 | $ | (8,254,000 | ) | |||
Denominator:
|
||||||||
Denominator for basic earnings per unit-weighted-average shares
|
6,997,000 | 6,854,000 | ||||||
Effect of dilutive options
|
— | — | ||||||
|
|
|
|
|||||
Denominator for diluted earnings per unit-adjusted weighted-average shares and assumed conversions
|
6,997,000 | 6,854,000 | ||||||
|
|
|
|
|||||
Basic income/(loss) per unit
|
$ | 1.96 | $ | (1.20 | ) | |||
|
|
|
|
|||||
Diluted income/(loss) per unit
|
$ | 1.96 | $ | (1.20 | ) | |||
|
|
|
|
Note 12. | INCOME TAXES |
Note 13. | COMMITMENTS AND CONTINGENCIES |
Note 14. | LEGAL PROCEEDINGS |
Note 15. | SUBSEQUENT EVENTS |
Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Item 9A. | CONTROLS AND PROCEDURES |
Item 9B. | OTHER INFORMATION |
Item 10. | MANAGERS, EXECUTIVE OFFICERS AND COMPANY GOVERNANCE |
NAME | AGE | POSITION WITH THE COMPANY | ||
Richard E. Stoddard
|
62 | Chief Executive Officer, President and Chairman of the Board | ||
Sarah J. Anderson
|
62 | Manager | ||
Ronald E. Bitonti
|
80 | Manager | ||
Gerald A. Fawcett
|
80 | Vice Chairman | ||
John W. Kluesener
|
70 | Manager |
• |
Hiring and firing the independent registered public accounting firm auditors for Kaiser LLC;
|
• |
Resolving any disagreement between the independent registered public accounting firm and management; and
|
• |
Approving all non-audit services performed by Kaiser LLC’s independent registered public accounting firm, subject to a de minimis exception.
|
• |
Each member of the Audit Committee has one vote.
|
• |
Ms. Anderson and Mr. Kluesener did not receive any compensation from us, other than as a manager and/or as a member of any committee appointed by the Board of Managers.
|
• |
The Audit Committee reviewed and discussed with Moss Adams LLP, our independent registered public accounting firm, their overall plans for the audit and the audit’s scope.
|
• |
The Audit Committee reviewed the fees to audit our 2012 financial statements and the fees charged for other services rendered by Moss Adams LLP.
|
• |
The Audit Committee reviewed and discussed the audited financial statements with our management.
|
• |
The Audit Committee discussed with our independent registered public accounting firm the matters required to be discussed by Statement of Auditing Standards 61.
|
• |
The Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, and has discussed with the independent registered public accounting firm its independence.
|
• |
The Audit Committee also discussed with Moss Adams LLP the Company’s internal controls and procedures.
|
• |
The Audit Committee met in executive session with management and separately with representatives of Moss Adams LLP.
|
NAME | AGE | POSITION WITH THE COMPANY | ||
Richard E. Stoddard
|
62 | Chief Executive Officer, President and Chairman of the Board | ||
James F. Verhey
|
65 | Executive Vice President—Finance and Chief Financial Officer | ||
Terry L. Cook
|
57 |
Executive Vice President—Administration,
General Counsel and Corporate Secretary
|
Item 11. | EXECUTIVE COMPENSATION |
Name and
Principal Position |
Year | Salary(2) $ |
Bonus(3) $ |
Unit Awards(4) $ |
All Other Compensation(5) $ |
Total $ |
||||||||||||||||||
Richard E. Stoddard
|
2012 | 364,044 | 3,114 | 6,636 | 1,203,573 | 1,577,367 | ||||||||||||||||||
Chairman of the Board, President and CEO
|
2011 | 358,310 | 7,509 | 7,509 | 73,777 | 447,105 | ||||||||||||||||||
James F. Verhey
|
2012 | 167,887 | 176,766 | 6,636 | 541,259 | 899,548 | ||||||||||||||||||
Exec. Vice President—Finance & CFO
|
2011 | 164,279 | 7,509 | 7,509 | 39,311 | 218,608 | ||||||||||||||||||
Terry L. Cook
|
2012 | 301,197 | 3,114 | 6,636 | 915,522 | 1,226,469 | ||||||||||||||||||
Exec. Vice President, General Counsel and Secretary
|
2011 | 296,453 | 7,509 | 7,509 | 46,320 | 357,791 |
(1) |
The “Option Awards”; “Non-Equity Incentive Plan Compensation”; and “Change in Pension Value and Non-qualified Deferred Compensation Earnings” columns have been eliminated from the Summary Compensation Table because there were no reportable events/compensation earned for the applicable years for such items. While the compensation of the executive officers is paid by Business Staffing, Inc. which leases employees to the Company, such compensation is reflected
|
in this Summary Compensation Table because the Company reimburses Business Staffing for these costs, without profit or mark-up. |
(2) | The salary amount was not reduced for any employee contributions to our 401(k) Savings Plan and Supplemental Executive Retirement Plans. |
(3) | This represents the cash bonus amount received by the executive officers under the terms of the Executive Officer New Revenue Bonus Incentive Plan. In addition to cash, 50% of the bonus is awarded in units. Under the terms of Mr. Verhey’s employment agreement, as it existed in 2012, he was to be paid a special bonus depending upon the sales price of the Company’s interest in WVMRF, LLC. With the sale of the ownership interest in WVMRF, LLC in April 2012, Mr. Verhey was paid a bonus of $173,652. |
(4) | Represents value of 25,000 Class A Units issued to each executive officer under his respective employment agreement as it existed during 2012 and the value of units issued by the Company to each executive officer under the terms of the Executive Officer New Revenue Bonus Incentive Plan. |
(5) | In exchange for the termination of their existing employment agreements and entering into Transition Employment Agreements effective January 1, 2013, which reduce their annual base salary and terminated or reduced certain compensation plans and benefits, payment of the cash severance of the executive officers was accelerated and paid as of December 28, 2012, with Messrs. Stoddard , Verhey and Cook being paid two year’s annual base salary totaling, $728,086, $333,814, and $602,392, respectively. In addition, Messrs. Stoddard, Verhey and Cook were paid $92,969, $57,217 and $73,007 respectively in cash in lieu of contributions to the Supplemental Executive Retirement Plan for 2012 and on their respective accelerated severance compensation. As a result of the sale of the ownership interest in WVMRF, LLC in April 2012, Messrs. Stoddard, Verhey and Cook received a distribution on their Class C Units of $359,423, $143,769, and $215,654, respectively which is reported as compensation for financial statement purposes. Our executive officers are provided with certain health insurance, disability insurance and other non-cash benefits generally available to all salaried employees and therefore are not included in this table under applicable SEC rules. The Company will pay for the unreimbursed cost of comprehensive physicals for its executive officers every two years Mr. Verhey received a comprehensive medical physical in 2011, at the Company’s expense in the amount of $507. These amounts are included in the “All Other Compensation” column as appropriate. Our contributions to the 401(k) Savings Plan, and to the Supplemental Executive Retirement Plan in 2012 and 2011 are listed below. |
COMPANY CONTRIBUTIONS | ||||||||||||||||
NAME
|
YEAR | 401 (k) PLAN(a) ($) |
SERP(a) (b) ($) |
TOTAL TO PLANS ($) |
||||||||||||
Richard E. Stoddard
|
2012 | 23,096 | 0 | 23,096 | ||||||||||||
2011 | 22,678 | 13,530 | 34,174 | |||||||||||||
James F. Verhey
|
2012 | 23,096 | 0 | 23,096 | ||||||||||||
2011 | 15,071 | 0 | 15,071 | |||||||||||||
Terry L. Cook
|
2012 | 23,096 | 0 | 23,096 | ||||||||||||
2011 | 22,678 | 7,410 | 30,088 |
(a) | Reported in the “All Other Compensation” column. |
(b) | No contributions were made to the Supplemental Executive Deferred Compensation Plans in 2012 but the amount that would have otherwise been reimbursed by the Company for such contributions was paid in cash to the executive officers. Such amount is included under “All Other Compensation.” |
NAME
|
YEAR | COMPANY’S PREMIUM PAYMENTS(a) ($) |
||||||
Richard E. Stoddard
|
2012 | 1,726 | ||||||
2011 | 1,726 | |||||||
James F. Verhey
|
2012 | 1,166 | ||||||
2011 | 1,166 | |||||||
Terry L. Cook
|
2012 | 1,523 | ||||||
2011 | 1,523 |
(a) | Does not include the cost of a $50,000 term life insurance policy that we pay for all employees of the Company, other than certain part-time employees. |
COMMUTING EXPENSES | ||||||||||||||||||||||||||||
NAME | YEAR ($) |
AIRFARE ($) |
LODGING ($) |
CAR SERVICE ($) |
RENTAL CAR ($) |
MISC. ($) |
TOTAL ($) |
|||||||||||||||||||||
Richard E. Stoddard
|
2012 | 13,631 | 7,630 | — | 5,183 | 2,033 | 28,477 | |||||||||||||||||||||
2011 | 12,228 | 8,459 | 129 | 5,049 | 2,291,019 | 28,154 | ||||||||||||||||||||||
James F. Verhey
|
2012 | 5,179 | 3,006 | — | 2,391 | 2,568 | 13,144 | |||||||||||||||||||||
2011 | 4,506 | 4,204 | — | 3,870 | 2,479 | 15,059 |
PARTICIPATING OFFICER
|
CLASS C UNITS | |
Richard E. Stoddard
|
400 | |
Terry L. Cook
|
240 | |
James F. Verhey
|
160 |
PERIOD UNTIL PAYOUT |
ESTIMATED AGGREGATE FUTURE PAYOUTS UNDER NON-STOCK PRICE- BASED PLAN |
|||||||||||||||
NAME | THRESHOLD ($) |
TARGET ($) |
MAXIMUM ($) |
|||||||||||||
Richard E. Stoddard (1)
|
N/A | (2) | 0 | (3) | $ | 407,492 | N/A | (4) | ||||||||
James F. Verhey (1)
|
N/A | (2) | 0 | (3) | $ | 162,997 | N/A | (4) | ||||||||
Terry L. Cook (1)
|
N/A | (2) | 0 | (3) | $ | 244,495 | N/A | (4) |
(1) |
The actual participation percentage of each Participating Officer in any distributions to the Incentive Units was “frozen” effective as of December 31, 2012, with Messrs. Stoddard, Verhey and Cook participation percentages being 46.8%, 18.7% and 28.1% respectively of the total amount of any future distributions on the Class C and D Units. The remaining 6.4% would be distributed to the Class D Unit holders, which are former officers of the Company.
|
(2) |
The right to distributions primarily depends upon the sale of Kaiser LLC’s remaining major assets for aggregate net proceeds in excess of the previously established threshold levels.
|
(3) |
Participating Officers are only entitled to receive distributions on their Incentive Units if and when Kaiser LLC sells a remaining major asset for aggregate net proceeds in excess of the previously established sale price threshold for such asset, or, in the event of the sale of the Company, in excess of the previously set sale price (net of expenses and taxes) for the overall Company. If net proceeds generated from the sale exceed the applicable thresholds, then the Participating Officers, as a group, would receive as a distribution on their Incentive Units cash equal to 5% of any amount over the applicable threshold up to the applicable target.
|
(4) |
There is no maximum cap as to distribution to the holders of Incentive Units. In the event proceeds in excess of the target are generated, the Participating Officers, as a group, would receive distributions equal to 10% of the aggregate net proceeds realized in excess of the target.
|
• |
“Acquiring Person” means any person or group other than an Excluded Person who or which, alone or together with all affiliates of the Acquiring Person, is the beneficial owner of 50% or more of the voting securities of Kaiser.
|
• |
“affiliate” means, with respect to any specified person, any other person controlling or controlled by, or under common control with, such specified person.
|
• |
“Excluded Person” means any corporation or other entity of which at least 50% of the voting securities are beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the voting securities of Kaiser immediately prior to the relevant transaction.
|
• |
“group” has the meaning given in Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
|
• |
“person” shall be as defined in Section 13 (h)(8)(E) of the Exchange Act.
|
NAME
|
ANNUAL BASE SALARY |
|||
Richard E. Stoddard
|
$ | 242,695 | ||
Terry L. Cook
|
$ | 200,798 | ||
James F. Verhey
|
$ | 160,000 |
DESCRIPTION OF COMPENSATION FOR
NON-EMPLOYEE MANAGERS
|
AMOUNT | |||
Annual Cash Retainer
|
$ | 20,000 | ||
Chairman of Committee-Additional Annual Cash Retainer
|
$ | 5,000 | * | |
Meeting Fee-(In Person)
|
$ | 1,500 | ||
Meeting Fee-(Telephonic)
|
$ | 1,000 | ||
Annual equity grant (Class A Units)
|
5,000 |
* | The chairman of the Audit Committee receives an additional $2,500 annual cash retainer. |
Name
|
Fees Earned or Paid in Cash ($) |
Unit Awards ($)(2) |
Total ($) |
|||||||||
Sarah J. Anderson
|
37,000 | 1,200 | 38,200 | |||||||||
Ronald E. Bitonti
|
38,500 | (3) | 1,200 | 39,700 | ||||||||
Gerald A. Fawcett (4)
|
— | 1,200 | 1,200 | |||||||||
Richard E. Stoddard(5)
|
— | — | — | |||||||||
John Kluesener(6)
|
29,500 | 1,200 | 30,700 |
(1) | The “Option Awards”; “Non-Equity Incentive Plan Compensation”; “Change in Pension Value and Non-qualified Deferred Compensation”; and “All Other Compensation” columns have been eliminated from the Manager Compensation Table because there were no reportable events/compensation earned for such items in 2012. |
(2) | The Company’s Class A Units are not publicly traded. The $.24 per Class A Unit value is based upon the average sales price of the few private sales of units that did occur during the six-month period prior to the date of the unit’s issuance. |
(3) | This amount does not include the annual retainer of $2,000 per year Mr. Bitonti receives for serving on the Board of Directors of KSC Recovery, Inc., the bankruptcy estate of Kaiser Steel Corporation. The retainer beginning in 2013 was increased to $6,000. |
(4) |
Mr. Fawcett currently provides very limited work on our behalf through Business Staffing, Inc. on various matters and projects in addition to his work on the Board of Managers. Accordingly, he is considered an employee for
|
compensation purposes and is paid an annual salary of $60,000. He is not paid additional compensation for serving on the Board of Managers except for the annual award of 5,000 Class A Units. Mr. Fawcett also receives, dental, and vision insurance benefits made available to all employees of Business Staffing, Inc. |
(5) | As an employee—manager, Mr. Stoddard receives no additional compensation for serving on the Company’s Board of Managers. His compensation as an executive officer is summarized under “Item 11. EXECUTIVE COMPENSATION—Summary Compensation Table.” |
Item 12. | SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS |
Name and Address of Beneficial Owner
|
Number of Class A Units Beneficially Owned |
% of Issued and Outstanding Class A Units (1) |
||||||
Ascend Capital Holdings Corporation
One Montgomery St., Suite 3300
San Francisco, CA 94104
|
656,000 | 9.24 | % | |||||
Kaiser’s Voluntary Employees’ Beneficiary Association Trust (VEBA) (2)
9786 Sierra Avenue
Fontana, CA 92335
|
656,987 | 9.25 | % | |||||
Pension Benefit Guaranty Corporation(3)
J.P Morgan Asset Management
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
|
407,415 | 5.82 | % | |||||
Richard E. Stoddard(4)
337 N. Vineyard Avenue, 4th Floor
Ontario, California
|
429,668 | 6.05 | % | |||||
Willow Creek Capital Partners
300 Drakes Landing Road, Suite 230
Greenbrae, California
|
756,200 | 10.66 | % |
(1) | The percentage for each member is based on the total number if issued and outstanding Class A Units as of March 1, 2013, including the 104,267 Class A Units reserved but not yet distributed to the Class 4A unsecured creditors of KSC and 113,250 Class A Units deemed outstanding and reserved for issuance to holders of Kaiser Ventures Inc. stock that have to convert such stock into Kaiser Ventures LLC Class A Units. |
(2) | VEBA received its shares in Kaiser as a creditor of the KSC bankruptcy. VEBA’s shares in Kaiser are held in trust by AST Trust Company. |
(3) | PBGC received its shares in Kaiser as a creditor of the KSC bankruptcy. The Company understands that J.P. Morgan Asset Management has a contract with PBGC pursuant to which it has full and complete investment discretion with respect to substantially all of the units owned by PBGC, including the power to vote such securities. Substantially all of the PBGC’s units are held through a nominee Beat & Co. |
(4) | Ownership reported as of March 1, 2013. |
Name
|
Class A Units Beneficially Owned(1) |
% of Issued and Outstanding Class A Units(2) |
||||||
Richard E. Stoddard, CEO, President & Chairman
|
429,668 | 6.05 | % | |||||
Gerald A. Fawcett, Vice Chairman(3)
|
179,059 | 2.52 | % | |||||
James F. Verhey, Executive Vice President - Finance & CFO
|
195,437 | 2.75 | % | |||||
Terry L. Cook, Executive Vice President - Administration, General Counsel & Corporate Secretary
|
311,811 | 4.39 | % | |||||
Sarah J. Anderson, Manager
|
22,500 | * | ||||||
Ronald E. Bitonti, Manager (4)
|
67,396 | * | ||||||
John Kluesener
|
22,500 | * | ||||||
All officers and managers as a group (7 persons) (1)
|
1,228,371 | 17.31 | % |
* | Less than one percent. |
(1) | The Company has no outstanding options as all previously unexercised options expired December 31, 2008. |
(2) | The percentage for each individual is based on the total number of issued and outstanding Class A Units (including the 104,267 Class A Units which have been issued but are reserved and not yet distributed to the Class 4A unsecured creditors of KSC and 113,250 Class A Units reserved for those who have yet to convert their Kaiser Inc. stock to Kaiser LLC Class A Units as a result of the merger). |
(3) | Mr. Fawcett retired as President and Chief Operating Officer of Kaiser effective January 15, 1998. |
(4) | Mr. Bitonti is Chairman of the VEBA Board of Trustees. He disclaims any beneficial ownership interest in the units beneficially owned by VEBA. |
Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND MANAGER INDEPENDENCE |
Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
MOSS ADAMS LLP | ||||||||
Fee Category | Fiscal 2012 Fees | Fiscal 2011 Fees | ||||||
Audit – Fees
|
$ | 93,000, | $ | 106,000 | ||||
Audit – Related Fees
|
$ | 42,000 | $ | 42,000 | ||||
Tax Fees
|
$ | 53,000 | $ | 86,000 | ||||
All Other Fees
|
$ | 59,000 | $ | 25,000 | ||||
|
|
|
|
|||||
Total Fees
|
$ | 247,000 | $ | 259,000 | ||||
|
|
|
|
Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
EXHIBIT
NUMBER |
DOCUMENT DESCRIPTION
|
|
2.1 | Second Amended Joint Plan of Organization as Modified, as filed with the United States Bankruptcy Court for the District of Colorado on September 19, 1988, incorporated by reference from Exhibit 2.1 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1988. | |
2.2 | Second Amended Joint Plan of Reorganization Modification, as filed with the United States Bankruptcy Court on September 26, 1988, incorporated by reference from Exhibit 2.2 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1988. | |
2.3 | United States Bankruptcy Court Order dated October 4, 1988, confirming the Second Amended Joint Plan of Reorganization as Modified, incorporated by reference from Exhibit 2.3 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1988. | |
2.4 | Agreement and Plan of Merger between Kaiser Ventures Inc. and Kaiser Ventures LLC, incorporated by reference from Exhibit 2.6 to Kaiser Ventures LLC Registration Statement on Form S-4, filed on October 19, 2001. | |
2.5 | Certificate of Merger to be filed with the Secretary of State of Delaware, incorporated by reference from Exhibit 2.7 to Kaiser Ventures LLC Registration Statement on Form S-4, filed on October 19, 2001. | |
3.1 | Certificate of Formation of Kaiser Ventures LLC, filed with the Delaware Secretary of State on July 10, 2001, incorporated by reference from Exhibit 3.3 to Kaiser Ventures LLC Registration Statement on Form S-4, filed on July 16, 2001. | |
3.2 | Amended and Restated Kaiser Ventures LLC Operating Agreement, effective as of October 1, 2001, incorporated by reference from Exhibit 3.2 to Kaiser Ventures LLC’s Registration Statement Form S-4 filed on October 16, 2001. | |
3.3 | First Amendment to Amended and Restated Kaiser Ventures LLC Operating Agreement, effective as of January 15, 2002, incorporated by reference from Exhibit 3.3 to Kaiser Ventures LLC’s Form 10-K Report for the year ended December 31, 2001. | |
3.4 | Second Amendment to Amended and Restated Kaiser Ventures LLC Operating Agreement effective April 15, 2009, incorporated by reference from Exhibit 3(i) to Kaiser Ventures LLC’s Form 8-K filed on April 15, 2009. | |
3.5 | Third Amendment to Amended and Restated Kaiser Ventures LLC Operating Agreement effective November 3, 2010, incorporated by reference from Exhibit 3(i) to Kaiser Ventures LLC’s Form 8-K dated November 3, 2010. | |
3.6 | Fourth Amendment to the Amended and Restated Kaiser Ventures LLC Operating Agreement dated May 11, 2011, incorporated by reference from Exhibit 3.1 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011. |
EXHIBIT
NUMBER |
DOCUMENT DESCRIPTION
|
|
3.7 | Second Amended and Restated Kaiser Ventures LLC Operating Agreement as approved by Kaiser Ventures LLC’s Board of Managers on January 15, 2013, incorporated by reference from Exhibit 3.2 to Kaiser Ventures LLC’s Report on Form 8-K dated January 15, 2013. | |
10.1 | Lease Entered into between Kaiser Eagle Mountain, Inc., and Mine Reclamation Corporation, dated November 30, 1988, incorporated by reference from Exhibit 10.1 of the Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1988. | |
10.1.1 | First Amendment dated December 18, 1990, to Lease dated November 30, 1990 between Kaiser Eagle Mountain, Inc. and Mine Reclamation Corporation, incorporated by reference from the Kaiser Ventures Inc.’s Form 8-K Report dated December 18, 1990. | |
10.1.2 | Second Amendment dated July 29, 1994, to Lease dated November 30, 1990, between Kaiser Eagle Mountain, Inc. and Mine Reclamation Corporation, incorporated by reference from Exhibit 4 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ending June 30, 1994. | |
10.1.3 | Third Amendment dated January 29, 1995, but effective as of January 1, 1995, to Lease dated November 30, 1990, between Kaiser Eagle Mountain, Inc. and Mine Reclamation Corporation, incorporated by reference from Exhibit 10.1.3 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1994. | |
10.1.4 | Fourth Amendment dated effective January 1, 1996, between Kaiser Eagle Mountain, Inc. and Mine Reclamation Corporation, incorporated by reference from Exhibit 10.1.4 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1995. | |
10.1.5 | Indemnification Agreement dated September 9, 1997 among Riverside County, Mine Reclamation Corporation, Kaiser Eagle Mountain, Inc. Eagle Mountain Reclamation, Inc. and Kaiser Ventures Inc, incorporated by reference from Exhibit 10.1 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended September 30, 1997. | |
10.1.6 | Development Agreement to be executed upon consummation of federal land exchange among Riverside County, Mine Reclamation Corporation, Kaiser Eagle Mountain, Inc. Eagle Mountain Reclamation, Inc. and Kaiser Ventures Inc., incorporated by reference from Exhibit 10.2 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended September 30, 1997. | |
10.1.7 | Operating Agreement for Mine Reclamation, LLC dated June 1, 2000, incorporated by reference from Exhibit 10.1.7 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 2000. | |
10.2 | Agreement for Purchase and Sale of Real Property and Related Personal Property in Regard to the Eagle Mountain Sanitary Landfill Project and Joint Escrow Instructions between County Sanitation District No. 2 of Los Angeles County and Mine Reclamation, LLC incorporated by reference from Exhibit 10.3 of the Company’s Form 10-Q Report for the quarter ended June 30, 2000, incorporated by reference from Exhibit 10.2 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 2000. | |
10.3* | Employment Agreement between Business Staffing, Inc. and Richard E. Stoddard dated as of January 1, 2007, incorporated by reference from Exhibit 10.1 of Kaiser Ventures LLC’s Form 8-K dated January 10, 2007. | |
10.3.1* | First Amended Employment Agreement between Business Staffing, Inc. and Richard E. Stoddard dated November 4, 2009, incorporated by reference from Exhibit 10.1 of Kaiser Ventures LLC’s Form 10-Q for the period ended September 30, 2009. | |
10.3.2* | Second Amendment to the Employment Agreement of Richard E. Stoddard dated May 11, 2011, incorporated by reference from Exhibit 10.1 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011. |
EXHIBIT
NUMBER |
DOCUMENT DESCRIPTION
|
|
10.4* | Transition Employment Agreement between Business Staffing, Inc. and Richard E. Stoddard dated effective January 15, 2013, incorporated by reference from Exhibit 10.5 of the Kaiser Ventures. LLC’s 8-K dated December 28, 2012. | |
10.5 | Liquidation Manager Agreement between Kaiser Ventures LLC and Richard E. Stoddard dated January 15, 2013, (but not effective until the dissolution proposal is approved by the Company’s Class A members) of the Company, incorporated by reference to Exhibit 10.1* to Kaiser Ventures LLC 8-K dated January 15, 2013. | |
10.6* | Employment Agreement between Kaiser Ventures Inc. and Gerald A. Fawcett dated as of January 18, 1999, incorporated by reference from Exhibit 10.5 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1998. | |
10.7* | First Amendment to the Employment Letter Agreement of Gerald A. Fawcett dated May 11, 2011, incorporated by reference from Exhibit 10.4 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011. | |
10.8* | Employment Agreement between Business Staffing, Inc. and Terry L. Cook dated as of January 1, 2007, incorporated by reference from Exhibit 10.3 of Kaiser Ventures LLC’s Form 8-K Report dated January 10, 2007. | |
10.8.1* | First Amended Employment Agreement between Business Staffing, Inc. and Terry L. Cook dated November 4, 2009, incorporated by reference from Exhibit 10.3 of Kaiser Ventures LLC’s Form 10-Q for the period ended September 30, 2009. | |
10.8.2* | Second Amendment to the Employment Agreement of Terry L. Cook dated May 11, 2011, incorporated by reference from Exhibit 10.3 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011. | |
10.9* | Transition Employment Agreement between Business Staffing, Inc. and Terry L. Cook effective January 15, 2013, incorporated by reference from Exhibit 10.3 of Kaiser Ventures LLC’s 8-K Report dated December 28, 2012. | |
10.10* | Employment Agreement between Business Staffing, Inc. and James F. Verhey dated as of January 1, 2007, incorporated by reference from Exhibit 10.2 of Kaiser Ventures LLC’s 8-K Report dated January 10, 2007. | |
10.10.1* | First Amended Employment Agreement between Business Staffing, Inc. and James F. Verhey dated November 4, 2009, incorporated by reference from Exhibit 10.2 of Kaiser Ventures LLC’s Form 10-Q for the period ended September 30, 2009. | |
10.10.2* | Second Amendment to the Employment Agreement of James F. Verhey dated May 11, 2011, incorporated by reference from Exhibit 10.2 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011. | |
10.11* | Transition Employment Agreement between Business Staffing, Inc. and James F. Verhey effective January 15, 2013, incorporated by reference from Exhibit 10.2 to Kaiser Ventures LLC’s 8-K dated December 28, 2012. | |
10.12* | Executive Officer New Revenue Participation Incentive Plan adopted to be effective January 1, 2007, incorporated by reference from Exhibit 10.4 of Kaiser Ventures LLC’s Form 8-K Report dated January 10, 2007. | |
10.13* | Business Staffing, Inc. Supplemental Deferred Compensation Plan dated January 10, 2007, incorporated by reference from Exhibit 10.5 of Kaiser Ventures LLC’s Form 8-K Report dated January 10, 2007. | |
10.13.1* | Non-Qualified Deferred Compensation Agreement dated January 10, 2007, incorporated by reference from Exhibit 10.6 of Kaiser Ventures LLC’s Form 8-K Report dated January 10, 2007. |
EXHIBIT
NUMBER |
DOCUMENT DESCRIPTION
|
|
10.14* | Board of Directors Stock Plan adopted May 10, 2000, incorporated by reference from Exhibit 10.19 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 2000. | |
10.15 | Form of Indemnification Agreement for individuals serving on the Board of Managers of Kaiser Ventures LLC, incorporated by reference from Exhibit 10.25 of Kaiser Ventures LLC’s 10-K Report for the year ended December 31, 2001. | |
10.16 | Form of Indemnification Agreement for officers of Kaiser Ventures LLC, incorporated by reference from Exhibit 10.26 of Kaiser Ventures LLC’s 10-K Report for the year ended December 31, 2001. | |
10.17 | Members Operating Agreement dated June 19, 1997 between Kaiser Recycling Corporation and West Valley Recycling & Transfer, Inc., incorporated by reference from Exhibit 10.1 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997. | |
10.17.1 | Second Amendment to Members Operating Agreement dated December 1, 2001, incorporated by reference from Exhibit 10.18.1 of Kaiser Ventures LLC’s 10-KSB Report for the year ended December 31, 2004. | |
10.17.2 | Performance Guaranty and Indemnification Agreement (KRC Obligations) dated June 19, 1997 given by Kaiser Ventures Inc. for the benefit of West Valley MRF, LLC and West Valley Recycling & Transfer, Inc., incorporated by reference from Exhibit 10.1.1 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997. | |
10.18 | Environmental Compliance Agreement dated as of June 19, 1997 between West Valley MRF, LLC and Union Bank of California, N.A., incorporated by reference from Exhibit 10.5 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997. | |
10.19 | Environmental Guaranty Agreement dated as of June 19, 1997 given by Kaiser Ventures Inc. and Kaiser Recycling Corporation for the benefit of Union Bank of California, N.A., incorporated by reference from Exhibit 10.5.1 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997. | |
10.19.1 | First Amendment and Restated Environmental Guaranty Agreement between West Valley MRF, LLC and Union Bank of California dated May 1, 2000, incorporated by reference from Exhibit 10.4 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended June 30, 2000. | |
10.20 | Guaranty and Mandatory Deposit Agreement between West Valley MRF, LLC and Union Bank of California, N.A. dated May 1, 2000, incorporated by reference from Exhibit 10.4.1 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended June 30, 2000. | |
10.21 | First Amendment and Restated Environmental Compliance Agreement between West Valley MRF, LLC and Union Bank of California, N.A. dated May 1, 2000, incorporated by reference from Exhibit 10.4.2 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended June 30, 2000. | |
10.22 | Amended and Restated Administrative Services Agreement dated December 31, 2010, between Business Staffing, Inc. and the Company incorporated by reference from Exhibit 10.1 of Kaiser Ventures LLC’s Form 8-K dated December 31, 2010. | |
10.22.1 | First Amendment to the Amended and Restated Administration Service Agreement between the Company and Business Staffing, Inc. dated May 11, 2011, incorporated by reference from Exhibit 10.5 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011. | |
14 | Code of Business Conduct and Ethics of Kaiser Ventures LLC incorporated by reference from Exhibit 14.1 of Kaiser Ventures LLC’s Form 10-K Report for the year ended December 31, 2002. |
EXHIBIT
NUMBER |
DOCUMENT DESCRIPTION
|
|
21 | Active subsidiaries of Kaiser Ventures LLC are: Lake Tamarisk Development, LLC; Kaiser Eagle Mountain, LLC; Kaiser Recycling, LLC; Business Staffing, Inc.; and Mine Reclamation, LLC. | |
24 | Power of Attorney (included in the signature page). | |
31.1 | Certificate of Richard E. Stoddard, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) filed with this Report. | |
31.2 | Certificate of James F. Verhey, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a) filed with this Report. | |
32 | Certificates of Richard E. Stoddard, Chief Executive Officer, and James F. Verhey, Chief Financial Officer, pursuant to Section 1350, filed with this Report. | |
99.1 | Amended and Restated Audit Committee Charter of Kaiser Ventures LLC adopted November 11, 2005 incorporated by reference from Exhibit 99, of Kaiser Ventures LLC’s Report on Form 10-QSB for the period ended September 30, 2005. | |
99.2 | Plan of Dissolution and Liquidation as approved by Kaiser Ventures LLC’s Board of Managers on January 15, 2013, incorporated by reference from Exhibit 99.1 to Kaiser LLC’s 8-K dated January 15, 2013. | |
101 | The following materials from Kaiser Ventures LLC’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language); (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Cash Flows; (iv) Condensed Consolidated Statements of Changes in Members’ Equity; and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. |
Date: March 8, 2013
|
KAISER VENTURES LLC | |||||
By: |
/s/ Richard E. Stoddard
|
|||||
Name: | Richard E. Stoddard | |||||
Title: | President, Chief Executive Officer and Chairman of the Board of Managers |
Signature
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Title
|
Date
|
||||
1.
|
Principal Executive Officer | |||||
/s/ Richard E. Stoddard
|
President, Chief Executive | March 8, 2013 | ||||
Richard E. Stoddard | Officer and Chairman of the | |||||
Board of Managers | ||||||
(Principal Executive Officer) | ||||||
2.
|
Principal Financial and | |||||
Accounting Officer | ||||||
/s/ James F. Verhey
|
Executive Vice President, and | March 8, 2013 | ||||
James F. Verhey | Chief Financial Officer (Principal | |||||
Financial and Accounting Officer) |
Signature | Title | Date | ||||
4.
|
Managers | |||||
/s/ Sarah J. Anderson
|
Manager | March 8, 2013 | ||||
Sarah J. Anderson | ||||||
/s/ Ronald E. Bitonti
|
Manager | March 8, 2013 | ||||
Ronald E. Bitonti | ||||||
/s/ Gerald A. Fawcett
|
Manager | March 8, 2013 | ||||
Gerald A. Fawcett | ||||||
/s/ John W. Kluesener
|
Manager | March 8, 2013 | ||||
John W. Kluesener |
Date: |
March 8, 2013
|
/s/ Richard E. Stoddard
|
|||||
Richard E. Stoddard
|
|||||||
Chairman of the Board, President & CEO
|
Date:
|
March 8, 2013
|
/s/ James F. Verhey
|
||
James F. Verhey
|
||||
Executive Vice President & CFO
|
Date: |
March 8, 2013
|
/s/ Richard E. Stoddard
|
|||||
Richard E. Stoddard
|
|||||||
Chairman of the Board, President & CEO
|
/s/ James F. Verhey
|
|||||
James F. Verhey
|
|||||
Executive Vice President - CFO
|
|||||
Principal Financial & Accounting Officer
|
SIGN, DATE AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE
|
OR
|
SIGN, DATE AND FAX YOUR PROXY CARD TO (214) 887-7411
|
Change of Address — Please print new address below.
|
|||||
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
|
x
|
||||
FOR
|
AGAINST
|
ABSTAIN
|
|||||
1.
|
Approval of Plan of Dissolution and Liquidation of the Company.
|
o
|
o
|
o
|
|||
2A.
|
Approval of Second Amended and Restated Limited Liability Company Operating Agreement —Limit Purpose and General Amendments Related to Liquidation and Dissolution.
|
o
|
o
|
o
|
|||
2B.
|
Approval of Second Amended and Restated Limited Liability Company Operating Agreement —Eliminate the Board of Managers and Create the Role of Liquidation Manager.
|
o
|
o
|
o
|
|||
2C.
|
Approval of Second Amended and Restated Limited Liability Company Operating Agreement —Ratify Appointment of Liquidation Manager and Member Representative
|
o
|
o
|
o
|
|||
2D.
|
Approval of Second Amended and Restated Limited Liability Company Operating Agreement —Limit Term of Company’s Existence.
|
o
|
o
|
o
|
|||
2E.
|
Approval of Second Amended and Restated Limited Liability Company Operating Agreement —Generally Prohibit Transfers of Units.
|
o
|
o
|
o
|
|||
2F.
|
Approval of Second Amended and Restated Limited Liability Company Operating Agreement —Eliminate Provisions relating to Member Meetings.
|
o
|
o
|
o
|
|||
2G.
|
Approval of Second Amended and Restated Limited Liability Company Operating Agreement —Eliminate Fiduciary Duties to the Extent Permitted by Delaware Law.
|
o
|
o
|
o
|
|||
3.
|
Approval of amendment to the Company’s Certificate of Formation to change the name of the Company from “Kaiser Ventures LLC” to “CIL&D, LLC.”
|
o
|
o
|
o
|
|||
4.
|
Approval of the adjournment of the meeting to another date, time or place, if necessary in the judgment of the proxy holders, for the purpose of soliciting additional proxies to vote in favor of the foregoing proposals.
|
o
|
o
|
o
|
|||
5.
|
To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
|
o
|
o
|
o
|
|||
6.
|
In their discretion, the named proxies are authorized to vote upon such other matters as may properly come before the meeting.
|
o
|
o
|
o
|
Dated
|
Signature 1
|
Signature 2
|
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