SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |_| Filed by a Party other than
the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement
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permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
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|_| Soliciting Material Pursuant to ss.240.14a-12

THE GOLDFIELD CORPORATION
(Name of Registrant as Specified In Its Charter)

eRaider.com Inc.
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)

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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
June 19, 2001
SOLICITATION, VOTING AND REVOCATION OF PROXIES
Shareholder Value Slate
My name is Aaron Brown. I want your proxy for the annual
shareholder meeting. I am writing this proxy statement on
behalf of myself and [changed] six other participants,
Deborah Pastor, Sam Rebotsky, Martin Stoller, Paul Zarowin,
Scott Lodin and David Groelinger and filing it under the
name of my company, eRaider.com Inc. For more information on
these people, including me, see the section "Information
about Nominees." For information on eRaider.com Inc. and
other people and entities involved in this solicitation, see
the section "Participants in the Solicitation."
I am a shareholder of Goldfield  who intends to hold for the
long term, and I believe the Company has enormous value and
potential. [added] I own my shares indirectly through a Fund
I manage which holds 290,000 common shares of Goldfield. I
personally own about 2 percent of the Fund jointly with my
wife, Deborah Pastor, and Deborah owns another 8 percent on
her own. Approximately 45 percent of the Fund is owned by my
relatives.
However I also believe that the board of directors needs
some long-term shareholders on it: people who believe in the
Company enough to invest their own money, people who will
insist on sound strategy and careful attention to costs,
people who will communicate with all shareholders and act as
ambassadors to help the Company gain new business. In short,
people who have no interest other than making the stock
price go up.
I discussed this with other shareholders and discovered the
idea had a lot of support. So I went down to Florida in
December to meet with Chairman and CEO John Sottile.
Although he was polite and open in answering all my
questions about the Company, he flat-out refused to consider
appointing any shareholder to the board, either one from a
list I had prepared or one of his own choosing. He also
refused to consider redeeming the preferred stock, another
thing I consider important to common shareholder value. So I
told him I would nominate some director candidates and let
the shareholders decide.
That touched off a lot of activity on the part of the
Company, some good, some bad. On the good side, directors
and managers significantly increased their holdings of stock
dramatically. An outsider was invited to join the board of
directors. There were other changes to improve governance
and oversight. The Company announced quarterly results that
Sottile characterized as the best in at least eight years. I
think these are very good both in themselves and as signs of
renewed energy and commitment.
On the bad side, the Company has engaged in tactics that I
dislike to block election of shareholders to the board.
Through a series of rule changes the Company has set up a
winner-take-all situation and estimated it will spend
$290,000 to defeat me (this does not include the expenses of
an uncontested proxy solicitation, nor management and staff
time).
This is a lose-lose situation for me, and I think for all
shareholders. If the Company succeeds in shutting
shareholders out of the board, I am afraid all the good
changes we have seen will disappear. Also the cost of the
fight is very high. I pay my costs personally (and I have
pledged not to seek reimbursement from the Company), but the
Company's costs are paid by all shareholders. Moreover, I
think the Company would continue to languish, the board
would feel embattled, a substantial minority of shareholders
would feel disenfranchised and we would have to go through
all this again next year.
[paragraph changed] If instead I were to continue running a
full slate of directors and all of the Company nominees were
to lose, the new board would inherit a divided Company with
the Chairman/CEO and the Secretary both defeated candidates.
It is a very hard job to oversee a company in the best of
times. I have no wish to take over with a depleted treasury,
an angry shareholder minority and an unhappy chief
executive. A bitter proxy fight can leave employees
uncertain or demoralized, and can affect the company's
business relationships.
Therefore, I decided not to try to win everything, but
instead to propose a compromise slate. I thought that was
the best chance for everyone to pull together and spend
their energy making money for the Company instead of war on
each other. So I nominated three directors, plus asked for
support for CEO John Sottile, Secretary Dwight Severs and
Board nominee Al Marino. I pledged to avoid all negative
campaigning and to minimize expenses. I offered to split the
cost of the proxy mailing with the Company, if information
about my nominees was placed side-by-side with theirs (this
would mean the contested solicitation could be cheaper for
shareholders than a normal, uncontested solicitation).
The compromise did not work. The Company refused to split or
cap expenses and objected to everything from my name
("Shareholder Unity Slate") to me soliciting votes for their
candidates. I have had several conference calls with
management and negotiated through third parties without
success. Although we have reached general agreement on
several major issues, we have been unable to agree on the
make-up of the board of directors. I feel that general
agreements of future intentions are not enough, I want at
least one shareholder on the board who I know will watch
every penny, subject all plans to strict scrutiny, challenge
management when necessary and look only to common
shareholder interest. Without saying anything against any
current or proposed member of the board, I am not satisfied
with the board's overall performance in these respects. That
is why I have nominated myself and two other candidates.
Although all nominees, both the boards' and mine, have
pledged to serve if elected, I [changed] have considered the
possibility that some or all of my nominees will win, and
that the other elected candidates will refuse to serve. I
also [changed] have considered the possibility of John
Sottile resigning as CEO. Let me begin by making clear that
I do not want this to happen and I have no reason to believe
it will. If some or all of my nominees are elected, they
will make all reasonable efforts to encourage the other
elected directors to serve, and to prevent resignations
among Goldfield management. More important, anyone elected
or appointed though the Shareholder Value Slate will be
pledged to represent the best interests of all shareholders,
not just those who voted for it.
In the unlikely event that some or all of the boards'
nominees refuse to serve alongside my nominees, I would
expect my nominees to try to fill out the board with four
people: Professor Martin Stoller, Professor Paul Zarowin,
David Groelinger and Scott Lodin (see "Information about
Nominees" for more information on these individuals). In an
uncertain and contentious situation, I believe it is
essential to have a full board of experienced people of high
reputation. Customers, employees and investors must be
reassured that competent people are in charge.
Fortunately, I was able to recruit what I consider to be a
top team. David is an experienced CFO of large public
companies, and has serves as a director of an audit
committee. Scott is an experienced General Counsel of a
large public company. These two were recruited to make sure
we have adequate corporate experience on the board. Their
main focus will be to reassure employees and customers, and
to advise on the selection of new managers if necessary.
Paul as an accounting professor who can help Deborah (a
portfolio manager) and Sam (a registered representative)
reassure investors. Martin is an expert in crisis
communication, which is exactly what we will need. He has
advised the largest companies in the world during far worse
crises than this. His experience will be an invaluable
ballast if things get as tense as I think they might.
In my 19 years of shareholder activism, I have been involved
in similar situations. I offer the following account of
Wilshire Financial Services Group Inc. (WFSG) as a testimony
to my experience and also as reassurance that companies can
survive and prosper after events like this.
In August 1999, the board of directors of Wilshire decided
to suspend (and later terminate) the founder (who served as
CEO and Chairman of the Board) along with another director
who served as President. Due to financial turmoil, almost
all the stock was held by former creditors of Wilshire, the
largest of which was American Express with about 21 percent
of the stock.
The board decided on a sudden ouster, and brought me in for
three weeks without preparation. I had no prior knowledge of
the Company. I was appointed at 4:00 PM, after first meeting
the board at breakfast that morning and not knowing for sure
how the meeting would come out until I was appointed.
This is not a fun situation. An operating company needs
thousands of things done every day, from locking up the
building to making payroll to filing government forms.
Missing even one of them can be a major problem. Companies
do not come with operating manuals and when you step in
suddenly you have no idea who does what, or whether they
will continue doing it. Most employees are shocked to
discover that the people they called boss for seven years
are subject to a board of directors they have never met.
When someone else they've never met, who knows nothing about
the business, says he's in charge, loyalties are in doubt.
Wilshire was a particular challenge for reasons that are not
relevant here. But in three weeks the company had
stabilized, a new CEO had been hired and installed and the
stock price had gone up 15 percent from $1.20 to $1.375.
Today the stock is at $2.20 and is the object of a bidding
war between two acquirers, one offering $2.50 and the other
with an undisclosed offer. The company is solidly profitable
and has addressed almost all the problems that led to the
ouster of former management.
I do not take any credit for this success. The work was done
by the new CEO, Stephen Glennon, and the board and employees
of Wilshire. I was a full-time employee for only three
weeks, and a consultant for three months. My point is that
companies can prosper after sudden replacements of board
members and managers.
I repeat that I do not want this to happen. I intend to make
any reasonable concession to avoid it. But if it happens, I
have dealt with it before and I have recruited a great team
to help. No sensible shareholder wants sudden resignations
from the board or top management, but I don't believe any
shareholder can let the fear of it allow management to
dictate who will supervise them.
The Insurance Policies
On June 12, 2000, $1,008,311 moved from the Goldfield
balance sheet, at least some of it to the pockets of four
top executives (John Sottile, Pat Freeman, Stephen Wherry
and Robert Jones). $510,000 of cash certainly went to the
executives and the value of an asset called "cash surrender
value of life insurance" declined by $498,311. The reason
for the latter decline remains murky, since the insurance
policies remain in force and are still owned by the Company.
However, since the executives were given the right to name
the beneficiaries, and possibly additional rights as well,
it is possible that the accountant decided that the economic
value of the policies had transferred from the Company to
the executives. Other explanations are also possible.
This is the sort of transaction that I find frequently in
Goldfield's SEC filings. Maybe there's a good explanation
for it, maybe not. But it is certainly true that
shareholders were not given one. The transaction was
detailed in Goldfield's annual report filed March 14, 2001.
I wrote a letter to the auditors about it on April 20, 2001
I did not confirm that it had been received. I did not
receive an answer, but the Company filed an amendment to the
annual report on April 30, 2001 that appears to confirm my
objections to the transactions. Among other things, the
Company restated compensation to the executives for the last
three years (as far back as the 2000 annual report goes). I
believe this increase should go back to 1989. So, if I'm
right, the board was paying undisclosed compensation to
management for 12 years, and the auditor raised no
objection. I think this is an excellent example of why we
need some knowledgeable shareholders on the board.
Goldfield's assets included insurance policies worth
$498,311. The economic value of these policies was split
between four top executives and the Company , but the
$498,311 should have represented the value of the Company's
share only. On June 12, 2000, the Company may have
transferred the economic value of those policies to the
executives, and paid them $510,000 in cash. The Company
still owns the policies but the executives have been given
the right to name the beneficiaries and will retain the
policies even if they quit or are fired. The Company
reported a net expense of $425,311.
None of this makes sense. If the executives owned the
policies, the policies should not have been on Goldfield's
books as shareholder assets. If the executives didn't own
the policies, the $510,000 payment and $498,311 value of the
policies is pure compensation and should have been reported
as a $1,008,311 compensation expense rather than a $425,311
net expense.
Actually, I think the situation is somewhere in between. I
believe that the Company should have been showing an annual
compensation expense since 1989 for the insurance value of
the contracts. Given that, when the Company decided not to
continue funding the contracts, the employees were entitled
to approximately $75,000 for their interest in the existing
policies, and another $75,000 for the effective salary
reduction in the future.  The first value was accrued for
past service, and was due the employees immediately upon the
termination of funding, the second was a promised benefit
for future service, and should have been paid in future
installments as long as the employee remained with the
Company. I can see no reason to transfer the entire value of
the policies to the employees, and even less to pay them
$510,000 in cash also. This appears to be an unexplained
giveaway of about $850,000 of shareholder assets.
I am not accusing anyone of fraud or any other crime. But I
do claim that the financial statements do not explain why
the Company's assets shrunk so much, and why the executives'
grew so much. At the very least, I think we need a board
that explains things like this to shareholders. It may be
that we need a board that prevents them from happening.
Here is the text from the March 14, 2001 10-K (annual
report): "During the second quarter of 2000, the Company
entered into Cancellation and Release Agreements pursuant to
which the Company's Employee Benefit Agreements were
terminated for a net expense of $425,311." That was the
statement I found inadequate.
Here is the amended text from April 30, 2001, after our
letter: "In 2000, the Board of Directors reviewed the
Benefit Agreements and related insurance policies and
decided it was in the best interest of the Company to
terminate the Benefit Agreements to eliminate the annual
insurance premium obligations. During the second quarter of
2000, the Company entered into Cancellation and Release
Agreements pursuant to which the Benefit Agreements were
terminated. In consideration of terminating the future
retirement benefit associated with the Benefit Agreements,
the Company decided to compensate the affected employees.
The net expense to the Company was $425,311. Although the
Company does not anticipate making any further cash premium
payments, the Company will continue to own the policies and
has granted each employee the right to name the beneficiary
for the death benefits in excess of premiums previously paid
by the Company, less any outstanding loans."
In addition, compensation expense was increased
retroactively through 1998 (the earliest year shown).
This explanation is quite different. Although it still
contains some ambiguity, I interpret it as separating the
past and future compensation. The retroactive past
compensation was represented by a partial interest in the
insurance policies. The employees were granted this
interest. That's fine, because they owned it already.
However, it leaves a mystery of why $498,311, which
presumably represented the Company's interest in the
insurance policies, disappeared from the balance sheet.
According to this explanation, that interest was not
transferred to employees.
Then employees were paid $510,000 cash in lieu of the future
compensation. This raises two issues. First, why is the
appropriate value $510,000, when my calculations suggest
something nearer to $75,000? Second, why is the Company
prepaying salary when it is not certain the employees will
remain with the Company until age 65?
Finally, there is the mystery of the net loss of $425,311.
If the insurance asset shrunk by $498,311 and Goldfield paid
$510,000 in cash, there must be a receipt of $573,000 if the
loss is only $425,311. Where is that $573,000? Who paid it
and why?
Shareholders deserve answers to these questions. Even more,
shareholders deserve a board that will ask these questions
for them and present transparent reports that do not need
amendment.
The Election
This election is going to be complex. I think the following
account is accurate, but the board has already made three
major surprise rule changes. A prudent person will allow for
the possibility they have more surprises in store. I have no
surprises. All the strategies I am currently considering are
fully disclosed here. Even without surprises, the board's
plan for the election is complicated so that the outcome is
hard to predict. It relies on items being brought up in a
certain order, defeating points of order raised from the
floor, a mid-meeting recess or adjournment and the Delaware
Secretary of State accepting an amended articles of
incorporation during the break. Their plan also requires the
personal approval of CEO John Sottile. Various court
challenges are possible.
There were 26,854,748 shares of common stock outstanding on
December 31, 2000. 21,920,394 votes were cast in last year's
election (about 19.1 million for management and 2.8 million
opposed). Under cumulative voting rules with six directors,
you get to elect a director for each one-seventh of the
votes you win, that would be 3.1 million votes per director
using last year's total. If cumulative voting is revoked,
whichever side gets more votes names all the directors.
There are some changes to account for this year. First is
that 499,999 shares were issued by the Company to the four
top managers on March 26, 2001 (for $110,000 versus a market
price at the time of $275,000; this was the result of
exercise of options issued earlier). These are the first new
common shares at least since 1994. Second is that the total
votes cast last year included in management's totals some of
the shareholders who didn't vote at all. I have stopped the
practice of counting non-votes as management votes this
year. Management refuses to disclose how many of these votes
there were but a typical figure is that 45 percent of
individual shareholders vote; that would imply about 8.5
million of management's 19.1 million total were shareholders
who did not vote.
A third important factor is that expensive soliciting
efforts, such as calling all non-voting shareholders and
lobbying them, can increase the voting percentage, typically
by 10 percent. I estimate this would increase the vote total
by 2.1 million. If management does this and I do not, we can
assume those votes will go almost all to management.
Finally, there is the preferred stock. The board issued
339,407 shares of this "to certain members of the board of
directors, members of their families and to a company in
which they have an interest." CEO John Sottile owns 58
percent of this personally. For some issues the preferred
votes like common, for other issues it has supervoting
rights (it also gets all the dividends paid by the Company).
The main issue for which the preferred is important is
Proposal 1 to overturn cumulative voting. Consent of two-
thirds of the preferred holders is required. This means that
John Sottile can personally block this proposal.
Adding all this up means that the top four managers at
Goldfield control about 2.2 million votes. I think they can
get about another 2.1 million through expensive solicitation
efforts. I further estimate that there are 11.7 million
additional shares that can be expected to vote based on last
year's totals. In an uncontested election last year, I think
management got about 76 percent of these votes (8.9
million). If they do the same this year, and all other votes
go to my Shareholder Value Slate, management would not have
enough to overturn cumulative voting, but they would name
five of the six directors.
It is impossible to predict how many votes the Shareholder
Value Slate will get. I hope to attract some votes through
this proxy statement. It's also possible that some people
have bought the stock based on eRaider's interest. I expect
to get most of these votes. Purely for the sake of
computational example, assume I can reduce management's
share of the votes from 76 percent to 50 percent. Then
management would have 10.1 million votes and I would get 5.9
million. Then cumulative voting would be retained, the
auditors would be ratified (this is the one issue we agree
on) and I would get to name two of the six directors.
The preceding analysis is based on assumptions that may be
false. The actual result may be much different. It is
included only to give you a general idea of what your vote
might mean. Also, if I feel it necessary to prevent winner-
take- all voting for this year's election, I may engage in
some of the expensive solicitation efforts. I would expect
that to move some of the 2.1 million votes from management's
to my column.
If you want serious shareholders on the board, I think you
should vote for the Shareholder Value Slate. Even if you
prefer the existing board, you should consider voting with
me. In the famous words of Abraham Lincoln, "a house divided
against itself cannot stand."  If some or all of my nominees
are elected and some Company nominees agree to serve, a
compromise board will result. That ensures every opinion is
represented, and that proposals are considered from all
perspectives. There will be no disaffected minorities, and
less potential for further divisiveness. The shareholder-
directors have no interests other than making the stock
price go up, all are committed, qualified, serious, hard-
working people. They pledge to keep their minds open, to try
to work with everyone and to represent the interests of all
shareholders, not just the ones who voted for them.
And finally, whether you vote for or against the Shareholder
Value Slate, please make up your mind to support the
winners, whoever they are. The newly-elected board is going
to have all the business challenges facing Goldfield, plus
the task of representing all shareholders.
Solicitation
This solicitation is made on behalf of eRaider.com Inc.,
Aaron Brown, Deborah Pastor and Sam Rebotsky. All expenses
are paid by Aaron Brown, and he will not seek reimbursement
from the Company or anyone else. eRaider.com Inc. runs a
website, http://www.eRaider.com devoted to organizing
shareholders on the Internet. The site includes a public
message board on which anyone can post messages relating to
Goldfield and this proxy contest.
I ask you to sign, date and return the enclosed proxy in the
postage-paid envelope provided. If the proxy is signed with
a voting direction indicated, the proxy will be voted
according to the direction given. If no direction is given
with respect to a proposal, the proxy will be voted as
follows with respect to any such proposal (listed in the
probable order of presentation and using the same numbering
as Goldfield's proxy materials for ease of comparison):
(0.5) FOR a point of order, if it is allowed to be raised
and voted upon, to act on the election of directors before
considering changes to the election rules.
(1) AGAINST the proposal relating to the amendment to the
Restated Certificate of Incorporation to eliminate
cumulative voting in the election of directors;
(2) FOR the election of the nominees for directors named
herein;
(3) FOR the ratification of the appointment of KPMG LLP as
independent certified public accountants for the year 2001;
(4) AGAINST, a proposal to adjourn the meeting if it appears
a majority of shares represented at the meeting favor
proposal 1.
Aaron Brown, Deborah Pastor and Sam Rebotsky intend to vote
their shares of common stock in accordance with the
recommendations above.
Revocation of Proxy
You may revoke the proxy at any time prior to its exercise
by duly executing and returning a later dated proxy, or by
revoking it in writing in a letter sent to eRaider at the
same address as the proxy. The proxy will be revoked if you
attend the meeting and vote in person. Finally, you can send
written revocation to:
Dwight Severs Secretary
The Goldfield Corporation
100 Rialto Place, Suite 500
Melbourne, Florida 32901
(321) 724-1700
Item 0.5. POINT OF ORDER -- ELECTION OF DIRECTORS SHOULD
PRECEDE ANY CHANGING OF THE ELECTION RULES.
I intend to raise this point from the floor, I may or may
not be allowed to do so. I think it is basic fair play that
elected officials do not change the voting rules for their
own re-election. Even if you support the existing board, you
should want a fair election both for its own sake and to
make sure the losers respect the decision. Anything else is
asking for continued divisiveness and lawsuits.
Item 1. PROPOSAL 1 -- AMENDMENT TO THE RESTATED CERTIFICATE
OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING
There are good pro and con arguments for cumulative voting.
Basically, cumulative voting gives more representation to
minority views, possibly at the risk of creating a divided
and therefore inefficient board. I prefer cumulative myself,
because I believe that lack of diversity is a much bigger
and more common problem than too much diversity, at least
for corporate boards. However you stand on the theoretical
issue, I think it is unfair to for the existing board to
change the rules of their own re-election. Therefore I
oppose this proposal for this year on fairness grounds.
Item 2. PROPOSAL 2 -- ELECTION OF DIRECTORS
Six directors will be elected at the annual meeting to serve
for one year terms, or until their successors are elected
and qualified. There is a single class of directors, these
six are the entire board. I have proposed three
[deleted]shareholders. All three of my candidates have
consented to be named in this proxy, and to serve if
elected.
If some or all of my nominees are elected, it is possible
that the winners among the board's nominees will refuse to
serve. In that case we intend to fill out the board by
appointing Professor Paul Zarowin, Professor Martin Stoller,
David Groelinger and Scott Lodin as discussed above.
Information About Nominees
Aaron Brown runs Allied Owners Action Fund, a fund that is
the largest institutional holder of Goldfield with 290,000
shares. Aaron is also the third-largest investor in Allied
(jointly with Deborah Pastor) with approximately 10 percent
of the shares. He owns no securities of Goldfield, other
than indirectly through the Fund. His principal employment
for the last twelve years has been teaching finance at
Yeshiva University. Yeshiva's address is 500 West 185th
Street, New York, NY 10033. In the last two years he has
also devoted time to running eRaider and Allied Owners
Action Fund. He has invested professionally in small cap
companies for 18 years and takes an active role in the
companies he buys, both lobbying management and producing
analysis for other institutional investors. Mr. Brown is 44
years old. He holds an undergraduate degree in Applied
Mathematics from Harvard University and an MBA in Finance
from the University of Chicago.
Deborah Pastor is the portfolio manager for the Allied
Owners Action Fund. She owns no securities of Goldfield,
other than indirectly through the Allied Owners Action Fund
(see the previous paragraph). For the last two years she has
been working in the development and management of eRaider
and the Fund. For two years before that she managed money
for wealthy individuals. From August 1993 to May 1997 she
was a director and Senior Foreign Exchange Advisor at Bank
of Montreal. For nearly seven years prior to August 1993 she
was Vice President of the foreign exchange department of J.
P. Morgan. She is an expert in the trading and valuation of
small cap value companies, and brings expertise and contacts
to help make Goldfield stock attractive to major
institutional investors. Ms. Pastor is 44 years old and
married to Aaron Brown. She holds an undergraduate degree in
Near Eastern Languages from Yale University and an MBA in
Finance from the University of Chicago.
Sam Rebotsky bought his first share of Goldfield in the late
1960s and has been actively following the Company ever
since. He currently owns 491,100 shares. His principal
occupation for the last five years is a registered
representative specializing in analyzing, valuing and
recommending microcap stocks. Since 2000, he has been
employed as Vice President of Sales for Adolph Komorsky
Investments, a brokerage firm. Their address is 660 White
Plains Road, Tarrytown, New York 10591. For the two prior
years he was a self-employed financial advisor. In 1998 he
worked for National Securities Corp., another brokerage
firm. For the four years before that he worked for Carlin
Equities Corp., another brokerage firm. He holds Series 7,
24 and 63 licenses. He is a certified public accountant and
a member of the New York State Society of CPA's. He also has
extensive experience in the areas of taxation and has worked
for the IRS. Mr. Rebotsky also worked as assistant
controller for a construction sub-contractor and has
expertise in accounting and taxation issues for construction
companies. He is 61 years old and graduated from City
College in New York.
THE FOLLOWING PEOPLE ARE NOT NOMINEES TO THE BOARD OF
GOLDFIELD, BUT MAY BE ASKED TO SERVE IN THE EVENT SOME OR
ALL OF THE SHAREHOLDER VALUE SLATE ARE ELECTED, AND THE
WINNERS AMONG THE BOARD NOMINEES REFUSE TO SERVE. All have
consented to have their names used in this solicitation, and
all believe at the time of filing of this document that they
would be willing and able to serve as directors if asked.
However, all except Martin Stoller have reserved the right
to reconsider based on the circumstances at the time they
are asked.
Scott Lodin, 45, has served as Executive Vice President,
General Counsel and Secretary for Andrx Corporation for the
last seven years. He is also a director of CyBear, Inc.
David Groelinger, 50, has been the Executive Vice President
and Chief Financial Officer of Riddell Sport Inc., a major
manufacturer and distributor of athletic and school spirit
products and services for schools and youth organizations,
since 1996. Mr. Groelinger has been a director of
AppliedTheory since November 2000. He chairs the audit
committee of that Board of Directors. From 1994 to 1995, he
was a member of the Board of Directors and Executive Vice
President and Chief Financial Officer of Regency Holdings
(Cayman), Inc., which owned and operated a major
international cruise line. Prior to 1994, Mr. Groelinger
served in various senior financial capacities during twelve
years at Chiquita Brands, Inc. Mr. Groelinger holds an MBA
from Hofstra University in New York and a BA from the
University of Miami in Florida.
Paul Zarowin, 44, is assistant professor of accounting at
the Stern School of Business, New York University. He has a
B.A. from the University of Pennsylvania and an M.B.A. in
finance and a Ph.D. in Business Economics from the
University of Chicago. For the last ten years he has been a
full-time professor at Stern. He is a leading expert in the
use of financial statements to predict securities prices.
Martin Stoller, 44, is currently on leave as a clinical full
professor of Communication at the Kellogg School of
Management, Northwestern University. He holds a B.S. and an
M.A. in communication studies and a Ph.D. in rhetoric from
Northwestern University. Dr. Stoller also has been a full-
time college professor for the last ten years but does
extensive outside work in corporate communications and
crisis management. Clients have included a number of major
companies including Microsoft, Hyatt Hotels, Apple Computer,
Kidder-Peabody, Bristol-Myers-Squibb, The Boston Consulting
Group, Continental Bank, Kraft General Foods and Abbott
Laboratories. He currently serves as a director of and
special advisor to CyBear Inc. and member of the advisory
board and special communications manager for Andrx
Pharmaceuticals.
Aaron Brown and Deborah Pastor live at: 215 West 91st
Street, #112 New York, NY 10024
Sam Rebotsky's address is: 10 Holder Place, Suite 3B Forest
Hills, NY 11375
[added]
Professor Martin Stoller's address is: Kellogg Graduate
School of Management, Northwestern University, Donald P.
Jacobs Center, 2001 Sheridan Road, Evanston, IL 60208-2003
Professor Paul Zarowin's address is: Department of
Accounting, New York University, 40 West 4th Street, 4th
floor, New York, NY 10012
David Groelinger's address is: Riddell Sports, 1450
Broadway, New York, NY 10018
Scott Lodin's address is: Andrx Corporation, 4955 Orang
Drive, Davie, FL 33314
[changed] None of the participants except Sam Rebotsky have
bought or sold any securities of Goldfield directly. Aaron
Brown, Deborah Pastor, Martin Stoller and Paul Zarowin have
bought and sold indirectly though their ownership interest
in Allied Owners Action Fund. Here are all the Fund
purchases, there were no sales.
Date Shares Price Cost
10-Mar-00 7,000 1  5/16 9,187.50
16-Mar-00 5,000 1       5,000.00
22-Mar-00 3,000 1.06 3,180.00
24-Mar-00 5,000 1       5,000.00
28-Mar-00 5,000 15/16 4,687.50
29-Mar-00 5,000 15/16 4,687.50
29-Mar-00 5,000 15/16 4,687.50
7-Apr-00 5,000 15/16 4,687.50
10-Apr-00 10,000 15/16 9,375.00
14-Apr-00 5,000 11/16 3,437.50
17-Apr-00 5,000   5/8  3,125.00
18-Apr-00 5,000   5/8  3,125.00
22-Sep-00 2,000 13/16 1,625.00
25-Sep-00 3,000 13/16 2,437.50
27-Sep-00 5,000 13/16 4,062.50
29-Sep-00 700 13/16 568.75
10-Oct-00 4,000 11/16 2,750.00
11-Oct-00 4,000 11/16 2,750.00
12-Oct-00 20,000 11/16 13,750.00
13-Oct-00 10,000   5/8  6,250.00
16-Oct-00 5,100   3/4  3,818.88
18-Oct-00 15,000   3/4  11,250.00
19-Oct-00 10,000 0.72 7,188.00
20-Oct-00 8,500 0.72 6,093.65
23-Oct-00 6,100 11/16 4,193.75
24-Oct-00 2,100 11/16 1,443.75
26-Oct-00 2,700 11/16 1,856.25
8-Nov-00 11,000   3/4  8,250.00
13-Nov-00 55,000 0.49 27,186.50
14-Nov-00 20,000   9/16 11,250.00
15-Nov-00 20,000   9/16 11,250.00
17-Nov-00 20,800   9/16 11,700.00
Total 290,000 0.69 199,854.53
Sam Rebotsky has bought 334,600 shares of Goldfield at an
aggregate price of $177,593 over the last two years (from
February 12, 1999 to November 13, 2000). He also sold
151,700 shares for $157,227 during that period (from January
31, 2000 to August 7, 2000).
PURCHASES
Date Shares
12-Feb-99 2,000
16-Mar-99 20,000
19-May-99 5,000
24-May-99 4,900
25-May-99 1,000
26-May-99 1,000
10-Jun-99 2,000
24-Jun-99 1,300
16-Jul-99 38,700
19-Aug-99 28,200
16-Feb-00 20,000
18-Feb-00 14,900
22-Feb-00 10,100
17-Mar-00 15,000
20-Mar-00 20,000
31-Mar-00 20,000
18-Apr-00 7,300
19-Apr-00 12,500
11-May-00 20,000
23-Jun-00 5,500
26-Jun-00 3,700
27-Jun-00 5,800
28-Jun-00 1,500
29-Jun-00 200
13-Jul-00 20,000
31-Aug-00 13,600
7-Sep-00 4,700
8-Sep-00 900
13-Sep-00 14,400
13-Nov-00 20,000
SALES
Date Shares
31-Jan-00 6,700
7-Mar-00 20,000
9-Mar-00 20,000
9-Mar-00 20,000
10-Mar-00 15,000
10-Mar-00 15,000
14-Mar-00 15,000
19-Mar-00 20,000
7-Aug-00 20,000
[paragraph deleted]
Section 16(a) of the Securities Exchange Act of 1934
requires that persons who own more than 10 percent of a
registered class of Goldfield's equity securities file with
the Securities and Exchange Commission and the American
Stock Exchange initial reports of ownership and reports of
changes in ownership of common stock and series A preferred
stock of the Company. I believe that Aaron Brown, Deborah
Pastor, Sam Rebotsky, Scott Lodin, David Groelinger, Paul
Zarowin and Martin Stoller complied with all filing
requirements applicable to them with respect to transactions
during the year ended December 31, 2000.
None of three nominees or four potential appointees listed
above: (i) owns of record any securities of Goldfield that
are not beneficially owned by them; (ii) is, or was within
the past year, a party to any contract, arrangement or
understanding with any person with respect to Goldfield or
any of its directors, officers or employees or any
shareholder owning more than 5 percent of Goldfield,
including, but not limited to, joint ventures, loan or
option agreements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the
giving or withholding of proxies; (iii) has any substantial
interest, direct or indirect, by security holdings or
otherwise, in any matter to be acted upon at the Annual
Meeting; (iv) beneficially owns any securities of any parent
or subsidiary of the Company; (v) borrowed any funds to
purchase any securities listed above, (vi) has been
convicted in a criminal proceeding, (vii) is a director of
any public for-profit corporation, (viii) has any material
interest adverse to Goldfield or any of its directors,
officers or employees, (ix) is a party to a proceeding
against Goldfield or any of its directors, officers or
employees, (x) is an owner of 10 percent or more of
Goldfield shares, (xi) is a family member of any director,
officer or employee of Goldfield, or any shareholder owning
more than 5 percent of Goldfield shares, (xi) a petitioner
in state or federal bankruptcy court within the last five
years, (xii) the subject during the past five years of any
order, judgment or decree, not subsequently reversed, of any
court of competent jurisdiction permanently or temporarily
enjoining him from: acting as futures commission merchant,
introducing broker, commodity trading advisor, commodity
pool operator or any other person regulated by the Commodity
Futures Trading Commission, investment advisor, underwriter,
broker or dealer in securities, affiliated person, director
or employee of any investment company, bank, savings and
loan association or insurance company, engaging in any kind
of business practice, engaging in any activity in connection
with the purchase or sale of any security or commodity or in
connection with any violation of federal or state securities
law or federal commodities laws. None of the nominees nor
any of their associates has any arrangement or understanding
with any person with respect to future employment by the
Company or its affiliates or with respect to any future
transactions to which the Company or any of its affiliates
will or may be a party, nor any material interest, direct or
indirect, in any transaction which has occurred since
January 1, 2000 or any currently proposed transaction, or
series of similar transactions, to which the Company or its
affiliates was or is to be a party.
PARTICIPANTS IN THE SOLICITATION
Aaron Brown, Deborah Pastor, [changed] Sam Rebotsky, Martin
Stoller, Paul Zarowin, Scott Lodin and David Groelinger are
participants in this solicitation. Participants control
893,100 shares of Goldfield, 3.2 percent of the 27,694,154
shares I estimate will be eligible to vote at the meeting.
In addition, I have held significant discussions with other
shareholders, and some of them are actively supporting this
solicitation. Upon careful consideration of the rules of the
Securities and Exchange Commission, I feel that none of them
are participants. However, I list them here because I would
rather overdisclose than underdisclose. Although I speak
with all these people about Goldfield, none of them direct
eRaider's proxy efforts, and I do not direct any of their
actions.
eRaider.com Inc. runs a website devoted to shareholder
activism, http://www.eRaider.com. It was founded is owned by
Aaron Brown and Martin Stoller, and is run by Aaron Brown.
eRaider runs message boards on general shareholder activism
topics and also on specific companies: Comshare, Jameson
Inns, Goldfield, Employee Solutions and Transmedia Asia
Pacific. Allied Owners Action Fund, a private fund managed
by Aaron Brown and Deborah Pastor, owns substantial
positions in the first three of these companies. With
respect to target companies, eRaider's goal is to improve
the stock price through informed discussion and active
shareholder oversight.
From March 10, 2000 to March 31, 2001, Allied Owners Action
Fund was a public open-end mutual fund. However, it did not
attract enough public investment to cover the costs of
running it. Privateer Asset Management (see next paragraph)
contracted to cover the losses for the first year. When that
year ended, Allied's board determined that given the size of
the Fund, no management contract could be obtained at a
reasonable cost to Fund shareholders. The board therefore
voted unanimously to liquidate the Fund. The board further
determined that due to the large holdings in relatively
small stocks, it was in the interests of public Fund
shareholders for the large shareholders (Aaron Brown, Martin
Stoller and some of their relatives) to take distribution in
kind. Aaron Brown was one of five board members of Allied
when it was a public fund, Deborah Pastor was its portfolio
manager, through her position with Privateer.
Aaron Brown owns approximately 45% of Privateer Asset
Management Inc., a registered investment advisor. Martin
Stoller owns another 45% and the remaining approximately 10%
is owned by certain contributors to the eRaider website.
Privateer Asset Management acted as the investment advisor
to the Allied Owners Action Fund when it was a public mutual
fund. Privateer still has a close relationship with Allied,
although the advisory contract has been terminated.
Privateer shares office space, staff with Allied and
supplies Allied with services including accounting, tax and
payroll. Deborah Pastor is the portfolio manager and head
trader of Privateer.
Martin Stoller is Aaron Brown's partner in eRaider, but does
not participate in the business day-to-day. He is also the
largest single investor in Allied Owners Action Fund. He
owns no shares of Goldfield, except indirectly through the
Fund.
Scott Lodin, Paul Zarowin and David Groelinger have agreed
to be listed in this solicitation, and to serve as directors
if asked (subject to circumstances at time of invitation).
[deletion] Paul Zarowin owns Goldfield shares through Allied
Owners Action Fund, neither Scott Lodin nor David Groelinger
own shares.
Joe Cocalis sponsored the Golden Parachute shareholder
resolution in cooperation with eRaider. I asked him to be a
candidate for the board of directors and have had detailed
discussions with him about strategies for change. He holds
over 400,000 shares of Goldfield.
James Cocalis, Joe's father, was a candidate for the board
of directors until I decided to run a unity slate  instead.
He holds approximately 50,000 shares of Goldfield. He is Joe
Cocalis' father.
Moshe Rosen was a candidate for the board of directors until
I decided to run a unity slate  instead. He holds over
69,000 shares of Goldfield.
Anthony Ford sponsored a shareholder resolution in
cooperation with eRaider, the resolution was subsequently
withdrawn. I asked him to be a director candidate. He owns
2,065,300 shares of Goldfield. He has asked me to make clear
that he is not a participant. I make no assertion either
way.
eRaider.com Inc. runs a public Internet message board for
discussions about Goldfield. Several anonymous posters have
expressed opinions and engaged in discussions that suggest
general support for eRaider's efforts (other posters have
expressed contrary opinions). I think it likely that some of
these people own Goldfield stock and are promoting eRaider's
side of this proxy fight on other Internet message boards
and elsewhere.
eRaider.com Inc., Allied Owners Action Fund and Privateer
Asset Management can all be reached at PO Box 20170, Park
West Station, New York, NY 10025, by email to
info@eRaider.com or by telephone at (646) 505-0215.
I recommend a vote FOR the election of Aaron Brown, Deborah
Pastor, Sam Rebotsky.
Item 3. PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF
ACCOUNTANTS
I recommend a vote FOR the ratification of the appointment
of KPMG LLP as independent certified public accountants of
the Company.
Item 4. PROPOSAL 4 -- ADJOURNMENT PRIOR TO VOTE ON PROPOSAL
1.
I recommend a vote AGAINST the Proposal.

RECORD DATE / SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS / EXECUTIVE COMPENSATION / ELECTION OF DIRECTORS
Information on these subjects appears in Goldfield's proxy
materials.
ADDITIONAL INFORMATION
I will pay the cost of soliciting proxies and will reimburse
all bankers, brokers and other custodians, nominees and
fiduciaries for forwarding proxies and proxy materials to
the beneficial owners of the shares. eRaider will make
efforts to communicate with shareholders and solicit proxies
on the Internet. In addition to solicitation by Internet and
mail, solicitation of proxies may be made personally or by
telephone, facsimile, telegram or other means.
Although no precise estimate can be made at this time, I
hope to limit my expenses in this proxy contest to $100,000.
To date, the only expenses have been routine office expenses
with total value under $5,000. The only major additional
expense I anticipate is a mailing to shareholders.
A major factor influencing the expense is whether I think
the Company can get the 13,847,078 votes they need to
overturn cumulative voting (that number is based on the
common shares outstanding as of December 31, 2000, plus
preferred shares which vote as common in this matter, plus
499,000 shares issued for recent option exercises by
management). If so, I will have to engage in expensive
tactics to try to prevent that, including aggressive
solicitation and possibly legal action. If not, I am content
to gather the votes I can cheaply and get two or three of my
candidates elected. The main way to cut expenses is to mail
the solicitation only to the larger shareholders.
THE GOLDFIELD CORPORATION PROXY
Annual Meeting of Stockholders to be Held on June 19, 2001
THIS PROXY IS SOLICITED ON BEHALF OF ERAIDER.COM INC., AARON
BROWN, DEBORAH PASTOR AND SAM REBOTSKY, RUNNING AS THE
SHAREHOLDER VALUE SLATE. IT IS NOT SOLICITED ON BEHALF OF
THE COMPANY'S MANAGEMENT OR BOARD OF DIRECTORS.
The undersigned hereby appoints Aaron Brown proxy, with full
power of substitution, to vote with the same force and
effect as the undersigned at the Annual Meeting of the
Stockholders of The Goldfield Corporation to be held at
Imperial's Hotel & Conference Center (Imperial Room II),
8298 North Wickham Road, Melbourne, Florida on June 19, 2001
at 9:00 a.m., and any adjournment or postponement thereof,
upon the matters set forth herein and upon such other
matters as may properly come before the meeting, all in
accordance with the notice and accompanying proxy statement
for said meeting, receipt of which is acknowledged. (THIS
PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED.)
This proxy, when properly executed, will be voted in the
manner directed herein. The individual named above is
authorized to vote in his discretion on any other matters
that properly come before the meeting, including voting on
any proposal to adjourn the meeting if necessary to tally
the votes with respect to Proposal 1.
Continued and to be signed on the reverse side.
Please date, sign and mail your proxy card back today.
The Shareholder Value Slate recommends a vote FOR Proposal
0.5.
If no direction is given, the proxy will be voted FOR
Proposal 0.5.

FOR
AGAINST
ABSTAIN
0.5.
POINT OF
ORDER:
ELECTION
OF
DIRECTORS
SHOULD
PRECEED
ANY
CHANGING
OF THE
ELECTION
RULES.
/ /
/ /
/ /
The Shareholder Value Slate recommends a vote AGAINST
Proposal 1.
If no direction is given, the proxy will be voted AGAINST
Proposal 1.

FOR
AGAINST
ABSTAIN
1. AMENDMENT
TO THE
RESTATED
CERTIFICATE
OF
INCORPORATION
/ /
/ /
/ /
2A. If Proposal 1 to amend the Restated Certificate of
Incorporation to eliminate cumulative voting is adopted,
cumulative voting will NOT be available and the proxy will
be voted as directed in this Proposal 2A.
The Shareholder Value Slate recommends a vote FOR Proposal
2A.
If no direction is given, the proxy will be voted FOR
Proposal 2A.

FOR
WITHHELD
2A. ELECTION OF
DIRECTORS
/ /
/ /

FOR
Nominees

/ /
Aaron
Brown

/ /
Deborah
Pastor

/ /
Sam
Rebotsky
/ / FOR, except vote withheld from the following
nominee(s)__________________________________________________
___________
2B. If Proposal 1 to amend the Restated Certificate of
Incorporation to eliminate cumulative voting is NOT adopted,
cumulative voting will be available and the proxy will be
voted as directed in this Proposal 2B.
If a vote "FOR; The Maximum Number of the Listed Nominees
that Can Be Elected" is marked, the cumulative votes
represented by the proxy will be cast at the discretion of
the proxy named herein in order to elect the maximum number
of the listed nominees as believed possible under the then
prevailing circumstances.
If you do not wish to grant the proxyholder discretion to
cumulate your votes, then you can cumulate your votes
yourself. To cumulate your votes for director yourself,
multiply the total number of shares you held as of the
record date by six. Then, you may allocate this number of
votes among the nominees by writing the number of votes you
wish to allocate to a nominee in the space next to that
nominee's name.
Please note that if you choose to cumulate votes yourself,
this may reduce the likelihood of one or more of the
nominees of your choice being elected. If you elect to
cumulate your votes yourself, the proxyholder will not have
discretionary authority to cumulate your votes.
The Shareholder Value Slate recommends a vote "FOR; The
Maximum Number of the Listed Nominees that Can Be Elected "
for Proposal 2B.
If no direction is given, the proxy will be voted "FOR; The
Maximum Number of the Listed Nominees that Can Be Elected"
for Proposal 2B.

FOR
WITHHELD
2A. THE
MAXIMUM
NUMBER
OF THE
LISTED
NOMINEES
NOMINEES
THAT CAN
BE
ELECTED
/ /
/ /

Votes
Nominees



Aaron Brown



Deborah Pastor



Sam Rebotsky
/ / FOR, the Maximum Number of the Listed Nominees that Can
Be Elected, except vote withheld from the following
nominee(s)_______________________________________
The Shareholder Value Slate recommends a vote FOR Proposal
3.
If no direction is given, the proxy will be voted FOR
Proposal 3.

FOR
AGAINST
ABSTAIN
3.
RATIFICATION
OF
APPOINTMENT
OF
ACCOUNTANTS
/ /
/ /
/ /
The Shareholder Value Slate recommends a vote AGAINST
Proposal 4.
If no direction is given, the proxy will be voted AGAINST
Proposal 4.

FOR
AGAINST
ABSTAIN
4.
ADJOURNMENT
PRIOR TO
VOTE ON
PROPOSAL 1
/ /
/ /
/ /


*Note* In their discretion, the proxies are authorized to
vote upon such other business as may properly come before
the meeting or at any adjournments or postponements thereof.
PLEASE SIGN, DATE AND RETURN TODAY IN ENCLOSED ENVELOPE.
DATE -------------------, 2001
Signature ------------------------
Signature ------------------------
Title(s) ------------------------
NOTE: Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
  I own my shares through a private investment Fund, Allied Owners Action
Fund, owned by my business partner Martin Stoller and members of my
family, in addition to myself. My wife Deborah Pastor and I are
beneficial owners of approximately 10 percent of the Fund, which holds
290,000 shares of Goldfield common stock and intends to hold for the long
term. [added] This beneficial ownership consists of shares held
individually by Deborah (about 8 percent of the Fund) and shares held
jointly (about 2 percent of the Fund).
  The Company was entitled to the lesser of total premiums paid or cash
surrender value. Therefore, while total premiums were greater (up to 1996
by my estimate), the executive received the insurance value of the
contract (that is, if the executive died, his estate or named beneficiary
would receive the insurance payoff minus total premiums paid to date).
When the cash surrender value exceeded the total of premiums paid, the
executive had the economic benefit of the policy less total premiums
paid. Arguably, the executives' economic share exceeded this, because the
Company's share accrued no interest and the Company was contractually
obligated to keep it invested in the policy.
  These are my estimates based on extrapolating from the financial
statements and applying normal mortality assumptions and insurance
pricing given the ages of the covered individuals. There is some
guesswork involved in this process, so the numbers may be off. Also, I
find the statements inconsistent, so I might have misinterpreted things
completely.
  This figure is derived by excluding the institutional shares listed on
13G's and D's, assuming that the 5.3 million uncounted votes represent 55
percent of the individual holders of record, subtracting the holders of
record and assuming 55 percent of the remaining shareholders did not vote
but were counted for management. The figure is subject to large
uncertainty.
  June 17, 1858. Speech before the Republican State Convention,
Springfield, Illinois. Lincoln, of course, was paraphrasing Matthew 25.
Neither Abraham Lincoln nor Matthew has endorsed the Shareholder Value
Slate, nor has either given permission for the quote to be used. They
were each talking about entirely different things than the Goldfield
board of directors meeting (Lincoln about the country half slave and half
free, Matthew about doctrinal differences among Pharisees, Sadducees and
Essenes).
  We are no longer attempting to run a unity slate, due to our failure to
come to agreement with the incumbent board and management.
  We are no longer attempting to run a unity slate, due to our failure
to come to agreement with the incumbent board and management.



1