Reason for amendment
This amendment is being filed to set forth the information required
pursuant to Part III of the Form 10-K. Part III of the Form 10-K will
not be incorporated by reference from the Company's Proxy Statement
for its 2001 annual meeting as disclosed in the Form 10-K filed on
March 14, 2001.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The directors and executive officers of the Company and all persons
nominated to become such are as follows:
Principal Occupation Director Officer
Name For the Last Five Years Since Since Age (1)
Harvey C. Eads, Jr. City Manager of Coral Gables, 1999 55
Office of the City Manager Florida since May 1988.
City of Coral Gables
405 Biltmore Way
Coral Gables, FL 33134
John P. Fazzini Real Estate Developer; 1984 56
Bountiful Lands, Inc. President of Bountiful Lands, Inc.
101 East Stuart Ave. (real estate development corporation)
Lake Wales, FL 33853 since 1980.
Patrick S. Freeman President of the Company's mining 1991 54
St. Cloud Mining Co. subsidiaries since 1988.
St. Cloud Mill Site
Winston, NM 87943
Robert L. Jones President of the Company's electrical 1995 53
Southeast Power Corp. construction subsidiary since 1995.
1805 Hammock Road
Titusville, FL 32796
Danforth E. Leitner Real Estate Broker; Real Estate 1985 60
The Leitner Company Appraiser; President of The
528 North Main Street Leitner Company (real estate
Hendersonville, NC 28792 brokerage and appraisal
corporation) since 1984.
Dwight W. Severs Secretary of the Company 1998 1999 57
Titusville City Attorney since 1999; City Attorney
555 South Washington Ave. for City of Titusville, Florida
Titusville, FL 32796 since January 1999; Principal for
the firm of Dwight W. Severs &
Associates, P.A. since March 1998.
Mr. Severs was a member of the law
firm of Severs, Stadler & Harris,
P.A. between January 1995 and March
1998.
John H. Sottile Chairman of the Board of Directors 1983 1983 53
The Goldfield Corporation of the Company since May 1998;
100 Rialto Place, Ste. 500 President of the Company since
Melbourne, FL 32901 1983 and Chief Executive Officer
of the Company since 1985.
Stephen R. Wherry Vice President of the Company since 1988 42
The Goldfield Corporation 1992; Treasurer and Chief Financial
100 Rialto Place, Ste. 500 Officer of the Company since 1988.
Melbourne, FL 32901
Al Marino Architectural Designer; President of -- 43
A.M. Marino Design, Inc. A.M. Marino Design, Inc. (architect-
1483 Main Street ural design firm) since 1986 (Mr.
Weymouth, MA 02190 Marino is the son of Anthony J. Ford
who owns 2,065,300 shares of the
Company's Common Stock).
_________________
(1) As of December 31, 2000
The term of office of all directors is until the next annual meeting and
the term of office of all officers are for one year and until their
successors are chosen and qualify.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of Common Stock and Series A Preferred Stock of
the Company. Copies of all such reports filed with the SEC are required
to be furnished to the Company. Based solely on the Company's review of
the copies of such reports it has received, the Company believes that all
of its executive officers, directors and greater than ten percent
beneficial owners complied with all filing requirements applicable to
them with respect to transactions during the year ended December 31, 2000.
Item 11. Executive Compensation.
The following Summary Compensation Table sets forth the cash compensation
for the Company's Chief Executive Officer and executive officers,
including two executive officers of subsidiaries, whose compensation
exceeded $100,000 during the years ended December 31, 2000, 1999 and 1998.
The information provided under the heading "Executive Compensation" is
that required by "small business issuers" as defined by the rules of the
SEC.
Summary Compensation Table
Long-term
Compensation
Annual Compensation Awards
All Other Stock Options
Name and Salary Bonus Compensation (in shares)
Principal Position Year ($)(1) ($)(1) ($)(2) (3)
John H. Sottile 2000 380,333 -- 250,158 --
Chairman, President and 1999 369,556 -- 9,676 375,000
Chief Executive Officer 1998 361,252 -- 9,480 --
Patrick S. Freeman 2000 112,500 8,758 96,773 --
President of mining 1999 112,500 18,000 4,989 125,000
subsidiaries 1998(4) 116,827 -- 4,958 --
Robert L. Jones 2000 105,000 189,089 97,379 --
President of electrical 1999 105,000 266,042 6,965 125,000
construction subsidiary 1998 104,827 110,000 6,719 --
Stephen R. Wherry 2000 118,229 65,000 96,070 --
Vice President, Treasurer 1999 108,750 24,000 4,693 125,000
and Chief Financial Officer 1998 100,250 17,500 3,854 --
_________________
(1) Amounts reported represent compensation earned for the year, some of which may have
been paid in a subsequent year.
(2) All other compensation for 2000 included (a) payments related to the termination of
the Company's Employee Benefit Agreements ($240,000 for Mr. Sottile; $90,000 for
Mr. Freeman; $90,000 for Mr. Jones; and $90,000 for Mr. Wherry) and (b) the economic
benefit related to the life insurance policies under the terminated Employee
Benefit Agreements ($5,058 for Mr. Sottile; $1,673 for Mr. Freeman; $2,279 for Mr.
Jones and $970 for Mr. Wherry) and (c) Company contributions to the Company's Cash
Deferred Profit Sharing Plan ($5,100 each for Messrs. Sottile, Freeman, Jones and
Wherry). Amounts for 1999 included (a) the economic benefit related to the insurance
policies under the terminated Employee Benefit Agreements ($4,876 for Mr. Sottile;
$1,614 for Mr. Freeman; $2,165 for Mr. Jones; and $906 for Mr. Wherry) and (b)
Company contributions to the Company's Cash Deferred Profit Sharing ($4,800 for Mr.
Sottile; $3,375 for Mr. Freeman; $4,800 for Mr. Jones; and $3,787 for Mr. Wherry).
Amounts for 1998 included (a) the economic benefit related to the insurance policies
under the terminated Employee Benefit Agreements ($4,680 for Mr. Sottile; $1,453 for
Mr. Freeman; $1,919 for Mr. Jones; and $846 for Mr. Wherry) and (b) Company
contributions to the Company's Cash Deferred Profit-Sharing Plan ($4,800 for Mr.
Sottile; $3,505 for Mr. Freeman; $4,800 for Mr. Jones; and $3,008 for Mr. Wherry.
(3) All stock option awards were made pursuit to The Goldfield Corporation 1998
Executive Long-term Incentive Plan.
(4) Mr. Freeman's 1998 annual salary included 27 bi-weekly pay periods, while 2000 &
1998 included 26 such periods.
OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUE
The following table shows the number and value of stock options (exercised
and unexercised) held by the named executive officers in 2000. Value is
calculated using the difference between the option exercise price
($0.21875) and the 2000 year-end stock price ($0.4375) multiplied by the
number of shares underlying the options.
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-money Options
on Value Options at End of 2000 at End of 2000
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)
John H. Sottile -- -- 125,000 250,000 27,344 54,688
Robert L. Jones -- -- 41,667 83,333 9,115 18,229
Patrick S. Freeman -- -- 41,667 83,333 9,115 18,229
Stephen R. Wherry -- -- 41,667 83,333 9,115 18,229
________________
(1) In March 2001, each optionee exercised all options listed above that were
exercisable at the end of 2000. Also, each optionee exercised additional options
that became exercisable on March 9, 2001 in the following amounts: Mr. Sottile
- 125,000; Messrs. Jones, Freeman and Wherry - 41,666.
On January 15, 1985, the Company entered into an employment agreement with
John H. Sottile. Such agreement, as amended on February 25, 1986, September
23, 1988, February 27, 1990, January 29, 1992, September 15, 1995 and
September 20, 1999, expires on December 31, 2009 and provides for continuous
employment until December 31, 2009. This contract currently entitles Mr.
Sottile to a salary of $330,333, which salary may be increased as a result
of future annual increases in the Consumer Price Index. If his employment
by the Company is terminated (which will be deemed to have occurred if he
is relocated), Mr. Sottile is entitled to receive, within ten days of
notice of termination, an amount equal to the full cash salary that he would
have received in the absence of such termination from the date of
termination through December 31, 2009. In the event of his permanent
disability or death, he or his estate will be entitled to his salary through
the end of the month of his permanent disability or death and for one year
thereafter. In addition, on January 11, 1986, a subsidiary of the Company
entered into an employment agreement with Mr. Sottile. Such agreement, as
amended on September 13, 1988, January 29, 1992, September 11, 1995 and
September 20, 1999, provides for continuous employment until December 31,
2009 and thereafter from year to year until terminated and entitles him to
be paid $50,000 per year. If his employment by the subsidiary is terminated
without cause (which will be deemed to have occurred if he is relocated), he
is entitled to receive an amount equal to his full cash salary from the date
of such termination through December 31, 2009. In the event of permanent
disability or death, he or his estate will be entitled to his salary for one
year.
Directors who are also employees of the Company are not paid any fees or
other remuneration for service on the Board or on any Board committee. Each
non-employee director receives an aggregate annual fee of $15,000, with
$1,250 paid each month, and an additional $500 paid for each Board meeting
attended in person.
Employee Benefit Agreements
Beginning in 1989, the Company entered into Employee Benefit Agreements
(each, a "Benefit Agreement") with Messrs. Sottile, Jones, Freeman and
Wherry and certain employees of the Company. Under the terms of each
Benefit Agreement, the Company owned life insurance policies that
accumulated cash surrender value for the retirement of the employee,
at age sixty-five, while also providing a life insurance benefit for
the employee. Under the terms of each Benefit Agreement, the Company
was entitled to a refund of the lesser of the previously paid premiums
or the cash surrender value of the insurance policy, either upon
retirement of the employee, the death of the employee or upon the
termination of the Benefit Agreement. The Company had the right to
terminate the Benefit Agreement without any future obligation by
giving written notice to the employee. If the Benefit Agreement was
terminated, the Company was entitled to receive the lesser of the cash
surrender value of the insurance policy or the total of all previously
paid premiums. In 2000, the Board of Directors reviewed the Benefit
Agreements and related insurance policies and decided it was in the
best interest of the Company to terminate the Benefit Agreements to
eliminate the annual insurance premium obligations. During the second
quarter of 2000, the Company entered into Cancellation and Release
Agreements pursuant to which the Benefit Agreements were terminated.
In consideration of terminating the future retirement benefit
associated with the Benefit Agreements, the Company decided to
compensate the affected employees. The net expense to the Company
was $425,311. Although the Company does not anticipate making
any further cash premium payments, the Company will continue to own
the policies and has granted each employee the right to name the
beneficiary for the death benefits in excess of premiums previously
paid by the Company, less any outstanding loans.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of April 26, 2001, certain stock
ownership information regarding all shareholders known by the Company to
be the beneficial owners of 5% or more of the outstanding shares of
Common Stock and Series A Preferred Stock of the Company and executive
officers and directors of the Company.
Amount Beneficially Owned(1)
Common
Obtainable Upon Percent of Class(2) Percent
Common Conversion of Series A Common Series A of Voting
Beneficial Owners (3) Preferred(4) Preferred (1) Preferred Securities(5)
(a) Holders of more
than 5% (other
than directors):
Anthony J. Ford (6)
33 Van Ripper Street
Staten Island, NY 10302 2,065,300 7.53% 7.53%
Suzanne S. Guanci
1130 Placetas Avenue
Coral Gables, FL 33146 33,043 28,860 * 8.50% *
Linda Lonergan
1202 Pawnee Terrace
Indian Harbor Beach,
Florida 32937 103,044 90,000 * 26.52% *
Mary H. Leitner
2344 Brookside Drive
Indialantic, FL 32903 49,130 21,188 18,506 * 5.45% *
(b) Executive Officers,
Directors and Nominees:
Harvey C. Eads, Jr. 1,000 *
John P. Fazzini 20,100 * *
Patrick S. Freeman 133,533 * *
Robert L. Jones 208,333 * *
Danforth E. Leitner 20,600 * *
Al Marino (7) 1,000 * *
Dwight W. Severs 42,000 * *
John H. Sottile (8) 913,288 225,360 196,833 3.33% 57.99% 4.12%
Stephen R. Wherry 93,333 * *
(c) All Executive Officers and
Directors as a group
(8 in number): 1,432,187 225,360 196,833 5.23% 57.99% 6.01%
__________________
* Less than 1%
(1) Includes holdings of spouses, minor children, relatives and spouses of
relatives living in the same household, even if beneficial ownership is
disclaimed.
(2) All percentages have been determined as of April 26, 2001 in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For
purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares of Common Stock which such person has
the right to acquire within 60 days after April 26, 2001.
(3) Excludes shares of Common Stock obtainable upon conversion of Series A
Preferred Stock.
(4) Each share of Series A Preferred Stock is currently convertible into
1.144929 shares of Common Stock.
(5) In accordance with the rules of the SEC, the percentage shown in this
column opposite the name of each person or group has been computed
assuming the conversion of any Series A Preferred Stock and the exercise
of any options held by such person or group and that no conversions or
exercises by others have occurred.
(6) Information as to shares beneficially owned by Mr. Ford is based on
information provided by Mr. Ford to the Company.
(7) Does not include 2,065,300 shares of the Company's Common Stock owned
by Mr. Marino's father, Anthony J. Ford, as to which Mr. Marino disclaims
beneficial ownership.
(8) Includes 140,400 shares of Common Stock owned by Mr. Sottile's wife,
Ann Sottile, and 27,451 shares of Common Stock owned by Mr. Sottile's son,
John Nicholas Sottile. Does not include 118,860 shares of the Company's
Series A Preferred Stock, convertible into 136,087 shares of Common Stock,
owned by Mr. Sottile's sisters, Suzanne S. Guanci and Linda Lonergan, as
to which Mr. Sottile disclaims beneficial ownership.
Item 13. Certain Relationships and Related Transactions.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE GOLDFIELD CORPORATION
By /s/ John H. Sottile
(John H. Sottile)
Chairman of the Board of Directors, President,
Chief Executive Officer and Director
Dated: April 30, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on April 30, 2001.
Signature Title
/s/ John H. Sottile Chairman of the Board of
(John H. Sottile) Directors, President, Chief
Executive Officer and Director
/s/ Stephen R. Wherry Vice President, Finance
(Stephen R. Wherry) and Chief Financial Officer
(Principal Financial Officer),
Treasurer and Principal Accounting
Officer
* Director and Secretary
(Dwight W. Severs)
* Director
(John P. Fazzini)
* Director
(Danforth E. Leitner)
* Director
(Harvey C. Eads, Jr.)
*By: /s/ John H. Sottile
John H. Sottile
Attorney-in-Fact