-----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, O0dXHgMRDWYLy0SBWIN7uAtTBB8Elqx9o9P17BZ9+Xtsi3iO3LfEg5+7z7HAJ1cJ ZfizlVpUyO23ljm5bFiDXg== 0000861502-00-000001.txt : 20000202 0000861502-00-000001.hdr.sgml : 20000202 ACCESSION NUMBER: 0000861502-00-000001 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991228 FILED AS OF DATE: 20000111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COEUR D ALENES CO /IA/ CENTRAL INDEX KEY: 0000861502 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 820109390 STATE OF INCORPORATION: ID FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-10676 FILM NUMBER: 505121 BUSINESS ADDRESS: STREET 1: PO BOX 2610 CITY: SPOKANE STATE: WA ZIP: 99220-2610 BUSINESS PHONE: 5099246363 MAIL ADDRESS: STREET 2: PO BOX 2610 CITY: SPOKANE STATE: WA ZIP: 992202610 FORMER COMPANY: FORMER CONFORMED NAME: CONJECTURE INC /IA/ DATE OF NAME CHANGE: 19931209 FORMER COMPANY: FORMER CONFORMED NAME: COEUR D ALENES CO /WA/ DATE OF NAME CHANGE: 19931209 DEF 14A 1 THE COEUR D'ALENES COMPANY PO Box 2610 Spokane, Washington 99220-2610 Notice of Annual Meeting of Shareholders to be held February 14, 2000 TO THE SHAREHOLDERS OF THE COEUR D'ALENES COMPANY The Annual Meeting of the Shareholders of The Coeur d'Alenes Company, an Idaho corporation ("Cd'A" or the "Company"), will be held on Friday, February 14, 2000, at 1:30 p.m. Pacific Standard Time at the offices of the Company, 3900 E. Broadway, Spokane WA, (the "Annual Meeting"), for the following purposes: 1. To elect five directors to hold office until the next Annual Meeting of Shareholders and until their respective successors have been elected or appointed. 2. To consider and vote upon a proposal to approve the appointment of BDO Seidman as independent certified public accountants of the Company for fiscal 2000. 3. To transact such other business as may properly come before the Annual Meeting and any adjournments thereof. The close of business on December 31, 1999, has been designated as the record date for the determination of Shareholders entitled to notice and to vote at the Annual Meeting or any adjournments thereof. By order of the Board of Directors Spokane, Washington January 10, 2000 Arlene Coulson Secretary YOUR VOTE IS IMPORTANT The Board of Directors has nominated five persons for election as directors, all of whom currently act as directors of the Company. If a quorum is present at the Annual Meeting, a plurality of the shares present is necessary for the election of directors and a majority of the shares present is necessary for the approval of the appointment of independent public accountants. We consider the vote of each Shareholder important, whatever the number of shares held. Please sign, date and return your proxy in the enclosed envelope at your earliest convenience. The prompt return of your proxy will save expense to your Company. The cost of solicitation will be borne by the Company. The Board of Directors solicits the execution and prompt return of the accompanying proxy. THE COEUR D'ALENES COMPANY PO Box 2610 Spokane, Washington 99220-2610 PROXY STATEMENT Proxies, Solicitation and Voting This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of proxies in the accompanying form to be used at the Annual Meeting of Shareholders on February 14, 2000. It was mailed to shareholders on or about January 15, 2000. Properly executed and dated proxies received will be voted in accordance with instructions thereon. If no instructions are given with respect to the matters to be acted upon, the shares represented by the proxy will be voted for the election of the nominees for directors designated below, for the approval of the appointment of BDO Seidman as the independent certified public accountants of The Coeur d'Alenes Company ("Cd'A" or the "Company") and, as to any other business that comes before the meeting, in the manner deemed in the best interests of the Company by the persons named in the proxy. Shareholders may vote in person or by proxy. A shareholder giving a proxy may revoke it at any time before it is exercised by filing with the Secretary of the Company an instrument of revocation or a duly executed proxy bearing a later date. A proxy may also be revoked by attending the Annual Meeting of Shareholders and voting in person. Attendance at the Annual Meeting of Shareholders will not in and of itself constitute the revocation of a proxy. As of the record date, December 31, 1999, the Company had outstanding and entitled to vote 5,344,233 shares of Common Stock, each of which is entitled to one vote on each matter to be voted on at the meeting. The Articles of Incorporation of the Company state that shareholders are not entitled to exercise cumulative voting rights for the election of directors. Proposal No. 1 ELECTION OF DIRECTORS The Board of Directors of the Company will be comprised of five members. The names, ages, business experience during the past five years and positions of the nominees for directors are set forth below. All directors serve until the next annual meeting of the Company's shareholders and until their successors are elected and qualified or until their earlier resignation, removal or death. Officers are appointed annually by the Board of Directors at the organizational meeting of the directors following the annual meeting of shareholders. There are no arrangements or understandings between any nominee and any other nominee pursuant to which the nominee is listed below. NOMINEES FOR DIRECTORS NAME AGE POSITION TERM SERVED Jimmie T.G. Coulson 66 Director, Jan. 1976 6302 S. Corkery Ext. Rd. President, Jan. 1982 Spokane WA 99223 CEO Jan. 1982 Marilyn A. Schroeder 48 Director, Dec. 1991 N. 15406 Lloyd Lane Treasurer, Jan. 1982 Mead WA 99021 CFO Jan. 1982 Vice-President May 1998 Wendell J. Satre 81 Director Mar. 1989 39 West 33rd Spokane WA 99203 Robert P. Shanewise, M.D. 78 Director Mar. 1989 921 West Comstock Ct. Spokane WA 99203 Lawrence A. Stanley 71 Director Feb. 1997 311 West 32nd Avenue Spokane WA 99203 Mr. Coulson has been a director of Cd'A since January 1976 and President and Chief Executive Officer of Cd'A since January 1982. Mr. Coulson also is a Director of Inland Northwest Bank, a Washington state-chartered commercial bank. He is a member of the Steel Service Center Institute Planning and Policy committee and a past Director of Spokane Area Economic Development. Mr. Satre has been a Director of Cd'A since March 1989. He is a retired Chairman and CEO of Washington Water Power (currently Avista, Corp.). He also is a Director and Chairman of Output Technology Corporation, and a Director of Key Tronic Corporation where he served as acting President from August 1991 to March 1992. Ms. Schroeder has been Treasurer and Chief Financial Officer of Cd'A since January 1982 and has been a Director of Cd'A since December 1991. She also is a member of the Board of Directors of Associated Industries of the Inland Northwest and a member of the Steel Service Center Institute Management Information Committee. Dr. Shanewise has been a Director of Cd'A since March 1989. Dr. Shanewise has been an orthopedic surgeon for Orthopedic Associates, Inc., from 1955 to present. He also was a Director of Conjecture from 1979 to February 1993 and President of Conjecture from 1987 to the merger date of February 2, 1993. Dr. Shanewise is the owner of Moran Vista Assisted Living Facility. Lawrence A. Stanley is currently CEO of Empire Bolt and Screw, Inc.; a Director of Avista, Corp.; and Output Technology Corporation, a manufacturer of high speed printers for industry. He is past Chairman of the Association of Washington Businesses and the Spokane Area Chamber of Commerce. The directors recommend a vote in favor of the nomination of these directors. COMPENSATION OF EXECUTIVE OFFICERS Executive Officers of the Company The following information is provided about the Company's present executive officers. NAME AGE POSITION & TERM SERVED 2/12/99 Jimmie T.G. Coulson 66 Director since January 1976 President and CEO since January 1982 Marilyn A. Schroeder 48 Director since December 1991 Treasurer and CFO since Jan. 1982. Vice-President since May 1998 Lawrence A. Coulson 41 General Manager of Stock Steel since Oct. 1986 Vice President of Stock Steel since January 1990 Joel E. Simpson 42 Vice President since August 1995 General Manager Cd'A Ind Fab since Nov. 1993 COMPENSATION Reference is made to the Form 10-KSB for the fiscal year ended September 1999, Item 10, which is incorporated by reference herein. OTHER TRANSACTIONS Compensation of Directors Directors who are not officers of the Company are paid $400 for each regular meeting attended, $200 for each special meeting attended and $200 for all committee meetings not held in conjunction with a full Board Meeting. Committees of the Board of Directors The following is a list of standing committees and members of each: NO.MEETINGS FYE COMMITTEE MEMBERS SEPTEMBER 1999 EXECUTIVE * Jimmie Coulson 0 Wendell J. Satre Robert P. Shanewise Lawrence A. Stanley AUDIT * Lawrence A. Stanley 1 Robert P. Shanewise Wendell J. Satre COMPENSATION * Robert P. Shanewise 1 Lawrence A. Stanley Wendell J. Satre NOMINATING * Wendell J. Satre 1 Lawrence A. Stanley Jimmie T. G. Coulson Robert P. Shanewise * Committee Chairperson The duties of the Committee are as follows: Executive Committee. The Executive Committee shall have the full authority of the Board of Directors to take action upon such matters as may be referred to the Committee by the Board of Directors. Audit Committee. The Audit Committee meets with the independent public accountants at least annually to review financial data and address issues relevant to the operation of the Company. Compensation Committee. The Compensation Committee receives and considers recommendations from the chief executive officer for salaries and other forms of compensation for the executive officers and makes recommendations to the Board of Directors on these matters. Nominating Committee. The responsibilities of the Nominating Committee include recommending persons to act as directors, preparing for and recommending replacements for any vacancies in director positions during the year, and initial review of policy issues regarding the size and composition of the Board of Directors. There were four regularly scheduled Board meetings during the fiscal year ended September 25, 1999. All directors were in attendance at all meetings, including Committee meetings. Filing Requirements With respect to the Company's most recent fiscal year, the records of the Company indicate that the directors and executive officers have filed all required Forms 3, 4 and 5 on a timely basis. SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERSHIP OF MANAGEMENT Reference is made to the Form 10-KSB for the fiscal year ended September 25, 1999, Item 11, which is incorporated by reference herein. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During October, 1993, the Company purchased the real estate occupied by the steel distribution business and sold convertible debentures in a private placement in order to raise the down payment. The offering was for $250,000 with $200,000 being used for the down payment. The debentures were due on October 31, 1998 but the initial term was extended for one year through October 30, 1999. The interest rate during the initial term was 9-1/4% but was reduced to 8-3/4% for the period of the extension. The debentures were secured by a second lien on the real estate. The debenture allowed the holder to convert in whole or in part after October 31, 1994. The initial conversion price was $.125 per share of Cd'A Common Stock. On November 1 in each of 1995, 1996 and 1997, the conversion price was increased by an amount equal to 20% of the initial conversion price. The conversion price during the one year period of the extension was $.28 per share. As of December 1997 $122,000 of the debentures have converted into 976,000 shares of Cd'A common stock. The remaining debentures were redeemed on October 31, 1999 The Company could, at its option, call any or all of the outstanding debentures for redemption. Reference is made to the form 10-KSB for the fiscal year ended September 25, 1999, Item 2, which is incorporated by reference herein. Proposal No. 2 SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS BDO Seidman has examined the financial statements of the Company starting with the fiscal year ended September 26, 1998 through fiscal year ended September 25, 1999. The audit committee met on December 9, 1999 and nothing came to their attention that would suggest the three year commitment to BDO Seidman should not be maintained. It was therefore the committee's recommendation that the commitment continue for a third year. The directors recommend that their appointment for fiscal 1999, (the period ending September 30, 2000) be approved by the shareholders. If a majority of the shares present at the meeting fails to approve the appointment of BDO Seidman as independent certified public accounts, the Board of Directors will consider the selection of another accounting firm. A representative of BDO Seidman is not expected to be present at the annual meeting of shareholders. Therefore BDO Seidman will not have the opportunity to make a statement or respond to questions. SHAREHOLDERS' PROPOSALS FOR 2001 ANNUAL MEETING Proposals of shareholders intended to be presented at the 2001 Annual Meeting of Shareholders should be submitted by certified mail, return receipt requested and must be received by the Company at its headquarters in Spokane, Washington on or before September 1, 2000 to be eligible for inclusion in the Company's proxy statements and form of proxy card relating to that meeting. FORM 10-KSB FOR THE YEAR ENDED SEPTEMBER 25, 1999 A copy of the Annual Report on Form 10-KSB for the year ended September 25, 1999 which was filed with the Securities & Exchange Commission has been included with this proxy statement. Because of the expense associated with producing and mailing, the Exhibits have been omitted. Reference is made to the Form 10-KSB, Part IV, Item 13 (List of Exhibits) which is incorporated herein by reference. A copy of the exhibits as filed with the Securities and Exchange Commission, will be sent to shareholders upon request and upon payment of a reasonable charge. Requests should be made to: The Coeur d'Alenes Company Attn: Arlene Coulson PO Box 2610 Spokane WA 99220-2610 Reference is made to the Form 10-KSB for the fiscal year ended September 1999, Item 2 (Description of Property) Item 10 (Compensation of executive officers), Item 11 (Security Ownership of Certain Beneficial Ownership and Management) and Item 13 (List of Exhibits) which is incorporated herein by reference. OTHER MATTERS TO COME BEFORE THE MEETING No other matters are intended to be brought before the meeting by the Company nor does the Company know of any matters to be brought before the meeting by others. If, however, any other matters properly come before the meeting, the persons named in the proxy will vote the shares represented thereby in accordance with their judgment on any such matters. By order of the Board of Directors Arlene Coulson, Secretary THE COEUR D'ALENES COMPANY PO BOX 2610 SPOKANE WA 99220-2610 (509) 924-6924 -----END PRIVACY-ENHANCED MESSAGE-----