-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CbFZrjdFNVenKYyIJcH4nLNIT6kcYouVg2mZE1GkH/9OtQzjKTDdK/szG09dkN5B zBW2YCUJcRRFTV5TZyQ4aw== 0001200952-04-000845.txt : 20041007 0001200952-04-000845.hdr.sgml : 20041007 20041007130146 ACCESSION NUMBER: 0001200952-04-000845 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041106 FILED AS OF DATE: 20041007 DATE AS OF CHANGE: 20041007 EFFECTIVENESS DATE: 20041007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAVILCO INC/WA/ CENTRAL INDEX KEY: 0000859765 IRS NUMBER: 920045958 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06027 FILM NUMBER: 041069775 BUSINESS ADDRESS: STREET 1: ONE UNION SQUARE STREET 2: SUITE 3010 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066246166 DEF 14A 1 kavilco_14a41007.txt DEFINITIVE PROXY October 2004 Dear Shareholder: You are invited to attend Kavilco's 31st Annual Meeting to be held on November 6, 2004 at 1:00 p.m. at Ted Ferry Civic Center, 334 Front Street, Ketchikan Alaska. Details about the meeting are described in the enclosed Notice of Annual Meeting and Proxy Statement. We urge you to attend the Annual Meeting if possible. Attendance at our shareholder meetings helps maintain good communications and understanding. Scott Burns and I will be there to report on current operations and discuss future plans. We will also provide time, as we always do, for your questions and comments. Your vote is important! Even if you are unable to attend the Annual Meeting, we hope you will vote your proxy as soon as possible. Sincerely, /s/LOUIS A. THOMPSON Louis A. Thompson President\Chief Executive Officer KAVILCO INCORPORATED 600 University Street, Suite 3010 Seattle, WA 98101-1129 NOTICE OF 31ST ANNUAL MEETING OF SHAREHOLDERS DATE November 6, 2004 REGISTRATION 11:00 a.m. - 12 noon MEETING BEGINS 1:00 p.m. PLACE Ted Ferry Civic Center, 334 Front Street, Ketchikan, Alaska ITEMS OF BUSINESS (1) To elect 3 directors to Class III, with a term expiring in 2007. Incumbents are Laird A. Jones, Melanie Locklear and Louis A. Thompson. (2) To ratify the Company's selection of independent public accountants (3) To consider such other business as may properly come before the meeting or any adjournments thereof. RECORD DATE You are entitled to vote if you were a shareholder at the close of business on October 4, 2004. VOTING BY PROXY Promptly complete, sign and return the enclosed proxy in the postage paid envelope provided, even if you plan to attend the meeting. You may vote in person at the meeting even though you have previously signed and mailed a proxy. THIS PROXY STATEMENT AND PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT OCTOBER 7, 2004. By order of the Board of Directors, /s/JOHN CAMPBELL John Campbell Secretary KAVILCO INCORPORATED 600 University Street, Suite 3010 Seattle, WA 98101-1129 PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING Q. WHY AM I RECEIVING THESE MATERIALS? A. The Board of Directors of Kavilco Inc. is providing these proxy materials to you in connection with the solicitation by the Board of proxies to be voted at Kavilco's Annual Meeting. Only shareholders of record holding Class A shares at the close of business on October 4, 2004 are entitled to vote. As a shareholder with Class A shares you are requested to vote on the proposals described in this proxy statement. All shareholders should complete and mail their proxy even if they plan to attend the meeting. The bylaws of the Corporation state that at least a majority of the total number of shares of Class A stock must be present, either in person or by proxy, to establish a quorum at the meeting. Conducting business will begin when a quorum is established. Q. WHAT IS THE QUORUM REQUIREMENT OF THE MEETING? A. The quorum requirement for holding the meeting and transacting business is a majority of the shares of Class A stock. The shares may be present in person or by proxy. Kavilco currently has 11,576.83 shares outstanding of Class A stock. Kavilco knows of no person to be the beneficial owner of more than 5% of the outstanding shares of the Company. Q. WHAT IS A PROXY? A. PROXY - 1. the authority to act for another, as in voting, 2. a document so authorizing one or a person so authorized. By completing and returning the enclosed proxy card, you will authorize the Board members elected during our last Annual Meeting, a majority of them or any of them acting alone in the absence of others to vote your shares for you. As your proxy, you are authorizing them to vote all of your shares with all the powers you would have if you were personally present. If you do not want to appoint the individuals named in the proxy card to act as your proxy (that is to vote your shares for you) you may, as provided in the bylaws, appoint someone else to act as your proxy by giving that person a written authorization to vote your shares of stock on your behalf at the Annual Meeting. Proxies may also be solicited personally, by telephone, by employees, officer and agents of the Company. Unless otherwise instructed, the proxy holders will vote proxies received by them for these nominees. In the event any nominee should not be available for election, the discretionary authority provided in the proxy will be exercised to vote for such other person(s) as may be designated by the present Board of Directors. Q. HOW CAN I VOTE MY SHARES? A. Each Class A shareholder is entitled to one (1) vote for each share owned and may vote the total number of his or her shares for as may persons as there are directors being elected. Alternatively, shareholders are entitled to cumulative voting and may give a nominee as many votes as equal to the number of directors to be elected multiplied by the number of shares owned. Also, shareholders may allocate these votes on the same principle among any number of nominees. Using the sample proxy card included in this packet of materials, complete the Proxy card with your name on it and mail it to Kavilco's Inspector of Elections in the enclosed envelope. Q. CAN I CHANGE MY VOTE? A. If you change your mind after voting, you may revoke your proxy and change your proxy instructions prior to the Annual Meeting, either by telephoning Scott Burns, Chief Financial Officer at Kavilco's Seattle office, providing a written statement to Kavilco at the address above, or by voting again at the meeting. Q. WHO WILL COUNT THE VOTE? A. Representatives of Mecham, Richardson & Company will tabulate the votes and act as the Inspectors of Election. Q. WHO WILL BEAR THE COST OF SOLICITING VOTES AND SEC COMPLIANCE FOR THE MEETING? A. Kavilco Incorporated will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials as well as submitting it to the Securities and Exchange Commission for review. Q. MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS? A. You may submit proposals for consideration at future shareholder meetings as follows: o TO BE INCLUDED IN THE PROXY STATEMENT. In order for a shareholder proposal to be considered for inclusion in Kavilco's proxy statement for next year's Annual Meeting, the written proposal must be received by the Secretary no later than August 1, 2005. These proposals must be in writing and sent to: Kavilco Incorporated, 600 University Street, Suite 3010, Seattle, Washington 98101. These proposals also will need to comply with Securities and Exchange Commission regulations regarding the inclusion of shareholder proposals in Company-sponsored proxy materials. o TO BE RAISED FROM THE FLOOR. Similarly, in order for a shareholder proposal to be raised from the floor during next year's Annual Meeting, the shareholder's written notice must be received before May 2, 2005 and must contain certain information as required. Pursuant to regulations, this proxy and accompanying materials have been submitted to the Securities and Exchange Commission for review in conjunction with this mailing. PROPOSALS TO BE VOTED ON (1) ELECTION OF DIRECTORS Kavilco's bylaws provide that the corporation shall be managed by a Board of Directors composed of nine (9) members elected in three classes, each consisting of three (3) members. The election of directors is staggered so that only three (3) directors are elected each year. The Board of Directors recommends the election of the three nominees listed below, all of who are presently Board members, to serve a three (3) year term and until their successors are elected and qualified: Laird A. Jones Melanie Locklear Louis A. Thompson Unless otherwise instructed, the proxy holders will vote proxies received by them for these nominees. In the event any nominee should not be available for election, the discretionary authority provided in the proxy will be exercised to vote for such other person(s) as may be designated by the present Board of Directors. BOARD STRUCTURE AND COMPENSATION The Board officers as defined by the corporate by-laws are President/Chairman, Vice President, Secretary and Treasurer. However, Kavilco does not currently have a Treasurer, but employs a Chief Financial Officer. The Board President/Chairman also is employed as Chief Executive Officer. The Board of Directors recommends the election of the Class III incumbents: Laird Jones, Melanie Locklear and Louis A. Thompson. All cash compensation paid by the Company for the year ended December 31, 2003, to each of the most highly paid Executive Officers, whose cash compensation exceeds $60,000.00, and to all executive officers as a group, is as shown in the following table: CASH COMPENSATION TABLE (A) (B) (C) Name of Individual Capacities In Cash or Number in Group Which Served Compensation ------------------ ------------ ------------ Louis A. Thompson Chief Executive $ 90,826 Officer, Chairman and President Scott Burns Chief Financial $ 112,720 Officer All the executive officers as a group (2 persons) $ 203,546 COMPENSATION PURSUANT TO PLANS The Company has a retirement plan for its employees that is a defined contribution plan with the annual contribution being equal to 20% of the participant's salary. All contributions are pooled in a brokerage trust account held at Charles Schwab. INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS On the Record Date, there were 11,576.83 shares of Class A Stock of the Company outstanding. The following table shows the beneficial ownership of the officers and Directors of the Company, individually and as a group, of Class A stock as of October 4, 2004:
- ----------------------------------------------------------------------------------------------------------------- Term Positions & Office as Principal Occupation & Amount of Beneficial Offices with the Director Director Employment During Past Ownership/% of Class Name Company Class Expires Since Five Years A on 9/30/04 - ------------------ -------------------- ----- ----------- -------- ------------------------- -------------------- Louis A. President/CEO III 2004 1972 Chief Executive Officer 137 Thompson 1.18% Age 68 Louis Jones, Sr. Director/Vice II 2006 1979 Chief Engineer 130 Age 67 President Alaska Marine Hwy. 1.12% John Campbell Director/ II 2006 1994 Self-employed 162 Age 35 Secretary 1.39% Jeane Breinig Director I 2005 1993 English Professor 140 Age 49 University of Alaska 1.20% Kenneth Gordon Director II 2006 1994 Self employed house 100 Age 44 painter/student .86% Ramona Hamar Director I 2005 1973 Office Manager for a 150 Age 61 Dentist's office 1.29% Laird A. Jones Director III 2004 1994 Community Director Quota 100 Age 49 Specialist .86% Melanie Locklear Director III 2004 1997 Sign Shop Owner 100 Age 35 .86% Marie K. Miller Director I 2005 2003 Human Resources Manager 100 Age 39 .86% Scott Burns Chief Financial Chief Financial Officer - 0 - Age 58 Officer for Kavilco - 0 -% - -----------------------------------------------------------------------------------------------------------------
FAMILY RELATIONSHIPS BOARD MEMBER RELATIONSHIP Louis A. Thompson, President/CEO No relationship to any Board Members Louis Jones, Sr., Vice President 1st Cousin to Laird Jones and Jeane Breinig Brother to Ramona Hamar John Campbell, Secretary 1st Cousin to Kenneth Gordon Jeane Breinig, Director 1st Cousin to Laird Jones, Ramona Hamar and Louis Jones, Sr. Kenneth Gordon, Director 1st Cousin to John Campbell Ramona Hamar, Director 1st Cousin to Laird Jones and Jeane Breinig Sister to Louis Jones, Sr. Laird Jones, Director 1st Cousin to Jeane Breinig, Ramona Hamar and Louis Jones, Sr. Melanie Locklear, Director Sister to Marie Miller Marie Miller, Director Sister to Melanie Locklear The Securities and Exchange Commission Section 8.08[3][b] requires "if any of the persons listed are related by blood, marriage or adoption (up through first cousins), the relationship must be explained." Laird Jones, John Campbell and Jeane Breinig also serve on the Board of Directors of Kasaan Haida Heritage Foundation. None of Kavilco's other directors hold directorships anywhere else. The Company does not have an auditing, nominating or compensation committee. However the Board of Directors reviews annually the auditor's independence letter, management letter, statement of auditing standards letter and internal control memo. The Board of Directors selects nominees from incumbent directors of the Company. The Board of Directors review employee's compensation every three years and occasionally reviews per diem and fees, the last review and subsequent increase took place in January 2000. The Board of Directors held six regular bimonthly meetings for the year ended December 31, 2003. COMPENSATION OF DIRECTORS Each officer and director receives $1,100 in fees and $500 in per diem for each meeting they attend. In addition the Company pays for up to 4 days of travel and hotel expenses to attend the meetings. Several directors also participate in a Company medical insurance program. (2) RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS The approval of selection of Anderson ZurMuehlen & Company, P.C. as independent public accountants of the Company is voted on by the Board of Directors at their Board meeting prior to the Annual meeting. Shareholders are asked to approve or ratify this selection. Unless the proxy holders are instructed otherwise, proxies will vote for the selection of Anderson ZurMuehlen & Company, P.C. as independent public accountants. If this selection is not approved, the Board of Directors intends to take the matter under advisement. No representative of Anderson ZurMuehlen & Company, P.C. is expected to be present at the Annual meeting. Kavilco paid Anderson ZurMuehlen & Company, P.C. $2,500 for income tax preparation and $13,500 for audit services for the fiscal year ended December 31, 2003 for a total of $16,000. OTHER MATTERS The Board of Directors knows of no matters, other than those mentioned in the proxy, to be brought before the meeting. However, if other matters do properly come before the meeting, it is the intention of the proxy holders to vote proxies according to their best judgment. By Order of the Board of Directors /s/LOUIS A. THOMPSON Louis A. Thompson, President Seattle, Washington October, 2004 KAVILCO INCORPORATED PROXY SOLICITED BY BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 6, 2004 As to matters 1 and 2, discretionary authority is hereby granted to any such matter as to which no choice is indicated. Discretionary authority is hereby granted as to any other matters that may lawfully come before the meeting. Management knows of no other matters to be considered by the Shareholders. CHECK BOX (A) OR (B) (1) (A) [ ] TO VOTE DISCRETIONARY for the election of three Nominees as set forth in the Board of Directors' Proxy Statement for the three-year terms ending in 2007. The undersigned hereby appoints John Campbell, Kenneth Gordon, and Louis Jones, Sr. or any of them, Proxies for the undersigned to vote on their behalf. (B) [ ] TO VOTE DIRECTED in the manner set forth below for the election of the Nominees below for the Board of Directors of the Corporation for three-year terms ending in 2007. Nominee Number of Shares X 3 = Number of Votes Cast ------------------------------------------------------------ Laird A. Jones X 3 ---------- -------------------- Melanie Locklear X 3 ---------- -------------------- Louis A, Thompson X 3 ---------- -------------------- (2) To ratify the selection of Anderson ZurMuehlen & Co., P.C., as the independent public accountants for the Company. FOR [ ] AGAINST [ ] ABSTAIN [ ] THE BOARD OF DIRECTORS MAKES THE FOREGOING PROPOSALS AND THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS SPECIFIED. PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE POSTAGE PAID ENVELOPE PROVIDED. Number of shares _________________ Dated ______________________________, 2004 Name: X_____________________________________________ Class # of Shares Sign here as name appears to the left IMPORTANT: Executors, Administrators, Trustees, Guardians should so indicate. -----END PRIVACY-ENHANCED MESSAGE-----