WINTER SPORTS, INC.
P.O. BOX 1400
WHITEFISH MONTANA 59937
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 10, 1995
The annual meeting of the shareholders of Winter Sports, Inc. will be held
at The Big Mountain in the Alpine Lodge Building, approximately 8 miles North of
Whitefish, Montana, on Tuesday, October 10, 1995 at 5:45 p.m. for the following
purposes:
1. To elect a board of nine directors to serve until the next annual
meeting of shareholders and until their successors are duly elected and
qualified.
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The board of directors has fixed the close of business on September 1, 1995
as the record date for determining those shareholders who shall be entitled to
notice of, and to vote at, the annual meeting and any adjournments thereof.
We urge you to mark, sign, date and return the proxy enclosed with this
notice at your earliest convenience. If you attend the meeting, you may, if you
so desire, revoke your proxy and vote in person.
By order of the board of directors
Dated at Whitefish, Montana
September 18, 1995 /s/ Darrel R. Martin
Darrel R. Martin
Corporate Secretary
WINTER SPORTS, INC.
P. O. BOX 1400
WHITEFISH MT 59937
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 10, 1995
The proxy accompanying this Proxy Statement is solicited by the board of
directors of Winter Sports, Inc. (the "Company") for use at the annual meeting
of shareholders to be held on Tuesday, October 10, 1995 at 5:45 p.m. local time,
in the Alpine Lodge Building, Big Mountain Ski Resort, and any adjournment
thereof. All properly executed and returned proxies will be voted in accordance
with the instructions specified there on. Unless otherwise directed, the proxy
holders will vote the proxies as set forth in this Proxy Statement with respect
to the election of directors. A proxy is revocable at any time before it is
exercised by notifying the secretary of the Company in writing at the address
shown above.
Shareholders who withhold or abstain from voting and broker non-votes are
counted for purposes of achieving a quorum. Abstentions are counted in
tabulations of the votes cast on proposals presented to the shareholders.
Broker non-votes are not counted for purposes of determining whether a proposal
has been approved.
The approximate date on which this Proxy Statement and the accompanying
proxy were first sent to shareholders was September 18, 1995.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The only voting securities of the Company are shares of common stock, of
which there were 932,948 shares outstanding as of September 1, 1995. Each share
is entitled to one vote, except that cumulative voting is permitted in the
election of directors. Shareholders of record at the close of business on
September 1, 1995 are entitled to notice of, and to vote at, the annual meeting.
To the Company's knowledge, the following were the only beneficial owners
of more than 5% of the outstanding common stock of the Company as of September
1, 1995. Except as otherwise specified, each named beneficial owner has sole
voting and investment power with respect to the shares set forth opposite his or
her name.
Shares of Percentage of
Name and Address Common Stock Shares Outstanding
Dennis L. Green
P. O. Box 22
Kalispell MT 59903 166,015 (1) 17.8%
Budget Finance
P. O. Box 22
Kalispell MT 59903 163,691 (1) 15.8%
Michael J. Collins
P. O. Box 4026
Whitefish MT 59937 61,732 (2) 6.5%
Darrel R. Martin & Patricia E. Martin
1429 Highway 2 West
Kalispell MT 59901 52,560 5.6%
Russell Street
P. O. Box 806
Whitefish MT 59937 67,677 (3) 7.3%
Paul D. Watson and Sydnie A. Watson
4835 North Hallmark Parkway
San Bernardino CA 92407 62,292 6.7%
(1) Mr. Green owns 1,317 shares and shares investment and voting power with
respect 683 shares held by a Trust of which Mr. Green is a Co-Trustee. Mr.
Green also shares investment and voting power with respect to 163,691 shares
owned by Budget Finance, a wholly owned subsidiary of Dasen Company. Mr. Green
is a stockholder, a director and president of Dasen Company and is president of
Budget Finance. Also includes 324 shares held by a son.
(2) Includes 24,000 shares subject to options granted to Mr. Collins pursuant
to his employment agreements with the Company. See "Compensation of Executive
Officers - Employment Agreements."
(3) 67,547 shares are held in the Russell C. Street Living Trust. In addition,
108 shares are held jointly in the name of Russell C. Street and Mary Jane
Street and 22 shares by Mary Jane Street. Russell Street passed away on May 10,
1995.
ELECTION OF DIRECTORS
A board of directors consisting of nine directors will be elected at the
annual meeting, and will hold office until the next annual meeting of the
shareholders and until their successors are elected and qualified.
In voting for directors, a shareholder is entitled to nine votes for each
share of common stock held. A shareholder may cast votes evenly for all
directors, may accumulate such votes and cast them all for one nominee or
distribute votes among two or more nominees. Each director is elected by a
plurality of the votes cast with respect to the election of such director.
The proxy which accompanies this Proxy Statement is solicited by management
and provides for the following three methods of voting:
1. If you check the box "FOR ALL NOMINEES" your votes will be
evenly distributed among the nominees listed below.
2. If you check the box "WITHHOLD VOTES FROM ALL NOMINEES" your
shares will not be voted in the election of directors; however,
your shares will be counted toward a quorum and will be voted
on any other business that may properly come before the meeting
in the discretion of the proxy holders.
3. If you check the box "WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL
NOMINEES" and strike out the name of one or more nominees, your
votes will be evenly cast for remaining nominees. For example,
if you own 100 shares and you check this box, striking out the
names of two nominees, your 900 votes would be evenly
distributed among the other seven nominees.
If you wish to cast or accumulate your votes in a manner other than one of
the three methods described above, you must attend the meeting in person or
designate some other person to act as your proxy BY USE OF A WRITTEN PROXY OTHER
THAN THE PROXY WHICH IS ENCLOSED WITH THIS PROXY STATEMENT.
Pursuant to the Company's by-laws, nominations for election to the board of
directors may be made by the board of directors, by a nominating committee
appointed by the board of directors for that purpose, or by any shareholder
entitled to vote for the election of directors. Nominations other than those
made by or on behalf of the board of directors are to be in writing and must be
delivered or mailed to the president of the Company not less than fifteen (15)
days, nor more than fifty (50) days, prior to the annual meeting of
shareholders. In the event any of the nominees become unavailable for election
for any presently unforeseen reason, the discretionary authority provided in the
proxy will be exercised to vote for any alternate nominee who may be designated
by the board of directors.
The following table lists the names and ages of the nominees, the year in
which each nominee first became a director of the Company, the nature and amount
of their beneficial ownership of common stock and the nature and amount of
beneficial ownership of common stock by all directors and executive officers as
a group at September 1, 1995.
Amount & Nature
of Beneficial
Positions & Director Ownership as of % of Shares
Name and Age Offices Since September 1, 1995(1) Outstanding
Charles R. Abell Director 1992 12,765 (2) 1.4%
Age 56
Brian T.(Tim)Grattan Director 1981 12,753 1.4%
Age 57
Dennis L. Green Chairman of 1986 166,015 (3) 17.8%
Age 48 the Board and Director
Michael T. Jenson Director 1995 64 *
Age 47
Darrel R.(Bill)Martin Director 1957 52,560 5.6%
Age 71 and Secretary
Michael J. Muldown Director 1993 8,109 *
Age 50
Calvin S. Robinson Director 1983 642 *
Age 75
W. E. Schreiber Director 1983 4,720 *
Age 48
Paul D. Watson Director 1989 62,292 6.7%
Age 54
All directors and executive
officers as a group (12 persons) 385,652 (4) 40.1%
*Less than 1%
(1) Except as otherwise specified, each named beneficial owner has sole voting
and investment power with respect to the shares set forth opposite his or her
name.
(2) Includes 9,119 shares owned jointly with Louise B. Abell, who controls
voting and investment powers of the shares.
(3) Mr. Green directly owns 1,317 shares and shares investment and voting power
with respect to 163,691 shares which are owned by Budget Finance, a wholly-owned
subsidiary of Dasen Company. Mr. Green is a stockholder, a director and
president of Dasen Company and is president of Budget Finance. Mr. Green also
shares investment and voting power with respect to 683 shares held by a Trust of
which Mr. Green is Co-Trustee. Also includes 324 shares owned by a son.
(4) Includes 28,000 shares subject to options granted to Mr. Collins, Mr.
Benner and Mr. Hutchinson pursuant to their employment agreements with the
Company. See "Compensation of Executive Officers - Employment Agreements."
Charles R. Abell has been the manager of the Whitefish Credit Union,
Whitefish, Montana since 1967.
Brian T.(Tim) Grattan has owned and managed a real estate development
company in Whitefish, Montana since 1971, and is the developer and managing
general partner of Grouse Mountain Lodge in Whitefish. He is immediate past
chairman of the board of the Montana Chamber of Commerce, a director of Big
Mountain Development Corporation, a director of Big Mountain Resort Association
and general manager of Big Mountain Sewer District.
Dennis L. Green has served as president of Dasen Company and Flathead
County Title Company since 1986, and president and general manager of Budget
Finance since 1975. He is the owner and president of Imperial Dry Cleaners,
Inc. of Kalispell, Montana, and is president of Montana Consumer Finance
Association, as well as a director and vice president of Big Mountain
Development Corporation, and a director of Big Mountain Resort Association. Mr.
Green is past president of Evergreen Bancorporation and a former director of
First National Bank of Whitefish and First National Bank of Eureka.
Michael T. Jenson was appointed to the board in May, 1995 to fill the
vacancy caused by the death of Russell Street. Mr. Jenson has been the owner of
the Whitefish Gallery and Jenson Studio in Whitefish, Montana, for 23 years.
Mr. Jenson previously served as a member of the board of directors of Flathead
Valley Community College, and is a past member of the Whitefish City/County
Planning and Zoning Board.
Darrel R.(Bill) Martin serves as president of Manions, a lease and rental
company in Kalispell Montana. He served as executive director of Flathead
Convention and Visitors Association in the Flathead Valley from September, 1987
until August, 1993 and previously served as president and chairman of Winter
Sports, Inc. He serves as a director of Glacier Bancorp, Inc., a bank holding
company, and First Federal Savings Bank, its operating bank subsidiary. Mr.
Martin also serves as a director of Big Mountain Development Corporation.
Michael J. Muldown has owned and managed the Allstate Insurance Agency in
Whitefish, Montana since May, 1990 and was previously the regional supervisor
for First Centennial Insurance Company of Fort Collins, Colorado. Mr. Muldown
is a director and officer of the Outpost Bar, Inc. and is a Whitefish native,
former ski patrolman and avid skier.
Calvin S. Robinson is of counsel with the law firm of Murphy, Robinson,
Heckathorn and Phillips, P.C. of Kalispell, Montana. He was a partner of that
firm from 1951 until 1990. Mr. Robinson is a Fellow of the American College of
Trust and Estate Counsel and a member of the board of directors of Semitool,
Inc. Mr. Robinson is a former member of the board of Montana Environmental
Quality Council, the board of the Montana Chamber of Commerce, the Montana Board
of Housing, the State Board of Education, and Board of Regents.
W. E. Schreiber is an attorney, practicing in Whitefish, Montana. Mr.
Schreiber was formerly president and chairman of the board of Mountain Bank
System, Inc. and is past president of Montana Bankers Association, past
president of the Montana Independent Bankers Association and past president of
Montana Board of Investments.
Paul D. Watson has been owner and chief executive officer of Watson Medical
Laboratories, Inc. of San Bernardino, California since 1972. Mr. Watson serves
as a director of the Bank of San Bernardino.
BOARD MEETINGS
During the fiscal year ended May 31, 1995, the board of directors held 11
meetings. During their term in office all directors attended 75% or more of the
total number of the meetings of the board of directors and all committees of the
board of directors on which a director served, with the exception of W. E.
Schreiber and Russell Street.
BOARD COMMITTEES
The board of directors appointed an audit committee for fiscal year 1995,
comprised of W. E. Schreiber, Charles Abell, Dennis Green and Brian T. Grattan.
Michael J. Collins and Steven Benner also attended audit committee meetings.
The audit committee held eight meetings during the fiscal year ended May 31,
1995. Functions of the audit committee include annually recommending an
independent auditor, and receiving and reviewing the reports submitted by them.
The audit committee also determines the duties and responsibilities of the
internal accounting staff, and receives and reviews reports submitted by the
internal staff.
The board of directors does not maintain a compensation committee. The
board of directors and the president determine the compensation of employees of
the Company.
The board of directors appointed an incentive committee, comprised of
Dennis Green, Michael Muldown, Calvin Robinson and W. E. Schreiber on October
12, 1994. The incentive committee held three meetings during the fiscal year
ended May 31, 1995.
The board of directors appointed an executive committee, comprised of
Dennis Green, Russell Street, Darrel Martin and Brian T. Grattan on October 12,
1994. The executive committee held no meetings during the fiscal year ended May
31, 1995.
The board of directors does not maintain a nominating committee.
Shareholders may submit nominations for the board of directors by making such
nominations in writing to be delivered or mailed to the president of the
Company, not less than fifteen (15) days nor more than fifty (50) days prior to
the annual meeting of shareholders.
DIRECTORS COMPENSATION
Directors who are not employees of the Company received an annual fee of
$6,500 during the fiscal year 1995. Directors are paid on a pro rata basis for
the months they serve as a Director of the Company during each fiscal year.
EXECUTIVE OFFICERS
Michael J. Collins, age 43, was appointed president and chief executive
officer of the Company in August, 1988. Mr. Collins was formerly employed in
the planning and construction of the Nakiska Ski Area, Calgary, Alberta, as well
as serving as venue manager of operations during the 1988 Winter Olympics. Mr.
Collins also owns a resort planning firm, Mountain Planning and Management, Inc.
of Aspen, Colorado, which specializes in ski area planning, project management
and operational consulting. Prior to starting the firm, Mr. Collins worked for
the Aspen Ski Corporation as an area planner and construction manager. Mr.
Collins currently serves on the board of the Flathead Convention and Visitors
Association. Mr. Collins also serves as president of Big Mountain Water
Company, president of Big Mountain Sewer District, vice president of the Big
Mountain Resort Association and is president and chairman of the board of Big
Mountain Development Corporation. From 1992 until 1994 Mr. Collins was on the
Advisory Council for the Federal Reserve Bank, Ninth District in Minneapolis,
Minnesota.
Larry J. Hutchinson, age 47, was appointed vice president and chief
operating officer of the Company in July, 1994. Mr. Hutchinson was formerly
employed as executive director and chief executive officer of the Spirit
Mountain Recreation Area in Duluth, Minnesota for ten years. Mr. Hutchinson is
a past chairman of the Midwest Ski Areas Association and has served as a board
member of the National Ski Areas Association. He has also served on the
industry wide marketing committee of Ski Industries of America.
Steven P. Benner, age 37, became acting chief financial officer and
treasurer of the Company in December 1993 and was elected to that position in
February 1994. Mr. Benner has been president with Strategies, Inc., a financial
management and product development consulting company, since November, 1992.
Prior to that, he was vice president of finance and treasurer of Key Tronic
Corporation, a computer products manufacturer, where he held a variety of
positions including director of finance, controller, assistant and budget
manager since 1987. He held several finance and accounting positions with The
Hagadone Corporation and Montana Power Company prior to that.
All officers are elected at the annual meeting of the board of directors
immediately following the annual meeting of shareholders and serve at the
pleasure of the board of directors. However, the Company has entered into
employment agreements with Mr. Collins, Mr. Benner and Mr. Hutchinson which are
described under "Compensation of Executive Officers - Employee Agreements"
below.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's chief
executive officer. No other executive officers serving at the end of fiscal
year 1995 received compensation exceeding $100,000.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation Awards
Annual
Name and Fiscal Compensation Restricted Options (in
Principal Position Year Salary ($)(1) Stock Award ($)(2) Shares)(3)
Michael J. Collins 1995 $ 94,840 -0- 6,000
President and Chief 1994 $ 87,830 -0- 6,000
Executive Officer 1993 $ 78,632 $ 40,647 6,000
(1) Includes amounts paid pursuant to the Company's 401-K Retirement Plan.
(2) Bonus shares of common stock issued pursuant to an Employment Agreement
dated August 1, 1990 because certain performance criteria based on skier visits
and the Company's income were satisfied in fiscal year 1993. As of the end of
fiscal year 1995, Mr. Collins held a total of 9,233 bonus shares of common stock
with an aggregate value of $99,247. Bonus shares are valued by multiplying the
market value of the common stock on the date of award by the number of bonus
shares awarded.
(3) Options to purchase shares of common stock pursuant to an Employment
Agreement dated August 1, 1992.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information with respect to options granted
during the last fiscal year.
Percent of Total Options
Options Granted to Employees Exercise Expiration
Name Granted In Fiscal Year Price Date
Michael J. Collins 6,000 60% $16.00 8/1/2000
Steven P. Benner 2,000 20% $17.00 12/1/1999
Larry J. Hutchinson 2,000 20% $19.50 7/1/1999
(1) Options to purchase shares of common stock were granted pursuant to terms of
Employment Agreements for the three executive officers.
EMPLOYMENT AGREEMENTS
Michael J. Collins
The Company entered into an employment agreement effective August 1, 1992
with Michael J. Collins for a term of employment ending on July 1, 1996,
pursuant to which he serves as the Company's president and general manager. In
addition to providing for an annual salary, the employment agreement provides
for stock options and performance based bonus share arrangements. The Company
may terminate the employment agreement and is required to pay one month's salary
for each full year of service in the event of termination.
If Mr. Collins remains employed on each anniversary date of the employment
agreement, then commencing July 31, 1993, he will receive options each year to
purchase 6,000 shares of common stock at an exercise price of $14.00 per share
for the first annual options, and increasing $1.00 per share in each of the
subsequent three years. The options have five year terms.
Mr. Collins is also entitled to a bonus payable in common stock based upon
the Company's performance during the immediately preceding fiscal year. The
performance criteria for awarding bonus shares is determined by a complex
formula based upon skier visits and the Company's income before taxes in each
fiscal year.
Steven P. Benner
The Company entered into an employment agreement effective December 1,
1994 with Steven P. Benner for a term of employment ending on November 30, 1996,
pursuant to which he serves as the Company's treasurer and chief financial
officer. In addition to providing for an annual salary, the employment
agreement provides for stock options and performance based cash bonus
arrangements. The Company may terminate the employment agreement and is
required to pay two months' salary for each full year or any portion thereof of
service in the event of termination.
Mr. Benner received options to purchase 2,000 shares of common stock at an
exercise price of $17.00 per share. The option may be exercised in whole or in
part at any time through December 1, 1999. The number of shares subject to
option will be adjusted if the outstanding shares of common capital stock are
increased or decreased or changed into or exchanged for a different number or
kind of shares (whether by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividend payable in shares or otherwise) in order that the percentage of
ownership interest represented by the option shall remain constant.
Mr. Benner is also entitled to a bonus payable in cash based upon the
Company's performance during the immediately preceding fiscal year. The
performance criteria for awarding this cash bonus is determined by a complex
formula based upon skier visits and the Company's income before taxes in each
fiscal year.
Larry J. Hutchinson
The Company entered into an employment agreement effective July 1, 1994
with Larry J. Hutchinson for a term of employment ending on June 30, 1996,
pursuant to which he serves as the Company's vice president and chief operating
officer. In addition to providing for an annual salary, the employment
agreement provides for stock options and performance based cash bonus
arrangements. The Company may terminate the employment agreement and is
required to pay two months' salary for each full year or any portion thereof of
service in the event of termination.
Mr. Hutchinson received options to purchase 2,000 shares of common stock at
an exercise price of $19.50 per share. The option may be exercised in whole or
in part at any time through July 1, 1999. The number of shares subject to
option will be adjusted if the outstanding shares of common capital stock are
increased or decreased or changed into or exchanged for a different number or
kind of shares (whether by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividend payable in shares or otherwise) in order that the percentage of
ownership interest represented by the option shall remain constant.
Mr. Hutchinson is also entitled to a bonus payable in cash based upon the
Company's performance during the immediately preceding fiscal year. The
performance criteria for awarding the cash bonus is determined by a complex
formula based upon skier visits and the Company's income before taxes in each
fiscal year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company had a building space lease agreement which terminated at the
end of fiscal year 1995 with The Big Mountain Shop, Inc., for operation of a ski
rental and sale business in the Ski Shop Building located at The Big Mountain.
At the end of the 1995 ski season, the Company purchased all of the existing
rental and retail inventory, fixtures and equipment from The Big Mountain Shop,
Inc. The purchase price of $248,870 included a Covenant Not To Compete for
both The Big Mountain Shop, Inc. and Martin and Greta Hale. Payment of the
purchase price was not made until after the Company's fiscal year end. Martin
Hale was the president and shareholder of The Big Mountain Shop, Inc., and is
the brother-in-law of Paul D. Watson, a director of the Company.
The Company has a building space lease and management agreement with Summit
House Restaurant & Bar, Inc. for operation of the lounge area in the Summit
House building located at The Big Mountain. Sandra K. Unger, an officer of the
Company, serves as director and officer of Summit House Restaurant & Bar, Inc.
The Company has a building space lease and management agreement with
Outpost Bar, Inc. for operation of the lounge area in the Outpost Building
located at The Big Mountain. Michael J. Muldown, a director of the Company,
serves as a director and officer of Outpost Bar, Inc.
SECTION 16(a) REPORTING
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
Company's common stock, to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Officers, directors
and greater than 10% shareholders are required by the SEC regulation to furnish
the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company or advice that no filings were required, during the
last fiscal year all officers, directors and greater than 10% beneficial owners
have complied with the Section 16(a) filing requirements with the exception of
one late filing by Budget Finance and one late filing by Michael J. Collins.
INDEPENDENT AUDITORS
The Company's Board of Directors appointed Jordahl & Sliter, CPAs, to serve
as the Company's independent public accountants for the fiscal year ended May
31, 1995. The firm audited the Company's financial statements for fiscal year
1995 and are expected to be present at the annual meeting of shareholders. They
will have an opportunity to make a statement if they desire, and to respond to
appropriate questions.
OTHER BUSINESS
As of the date of this Proxy Statement, management knows of no other
business to be presented at the meeting. However, if any other matters properly
come before the meeting, it is the intention of the proxy holders to vote or
refrain from voting in their discretion.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended May 31, 1995,
including audited financial statements, is being distributed with this Proxy
Statement. Shareholders not receiving a copy of the 1995 Annual Report may
obtain one by writing or calling Sandra Unger, Assistant Secretary of Winter
Sports, Inc., P. O. Box 1400, Whitefish, MT 59937. Telephone (406) 862-1900.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Shareholders wishing to submit proposals for inclusion in the Company's
Proxy Statement for the 1996 annual meeting of shareholders must submit such
proposals so as to be received by the Company at The Big Mountain Ski Resort, P.
O. Box 1400, Whitefish, Montana 59937, on or before May 10, 1996.
PROXY SOLICITATION EXPENSES
The cost of soliciting proxies, including the cost of preparing and mailing
proxy materials, will be borne by the Company. The solicitation of the proxies
will be made by mail, and may be made by the officers, directors or other
employees of the Company without special compensation. Brokers, custodian and
other similar persons will be reimbursed for reasonable expenses incurred in
sending proxy materials to beneficial owners of the Company's common stock.
GENERAL
It is important that all proxies be forwarded promptly in order that a
quorum may be present at the meeting. Whether or not you contemplate attending
the meeting in person, we urge you to sign, date and mail the accompanying proxy
AT YOUR EARLIEST CONVENIENCE. If you attend the meeting, you may, if you so
desire, revoke your proxy and vote in person.
By order of the Board of Directors
Dated at Whitefish, Montana /s/ Darrel R. Martin
September 18, 1995
Darrel R. Martin
Corporate Secretary
WINTER SPORTS, INC.
P. O. BOX 1400
WHITEFISH, MONTANA 59937
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint Darrel R. Martin, Calvin S. Robinson and
Paul D. Watson, and each of them as proxies, each with full power of
substitution, to represent and vote for and on behalf of the undersigned the
number of shares of common stock of Winter Sports, Inc. that the undersigned
would be entitled to vote if personally present at the annual meeting of
shareholders to be held October 10, 1995, and at any adjournment thereof. The
undersigned directs that this proxy be voted as follows:
1. Election of Directors (check only one box):
[ ] FOR ALL NOMINEES listed below
[ ] WITHHOLD VOTES FROM ALL NOMINEES
[ ] WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL NOMINEES. Cross out or
strike out the name(s) of the nominee(s) you do not want to vote for.
Your votes will be evenly distributed among the other nominees.
Nominees: Charles R. Abell Darrel R.(Bill) Martin
Brian T. Grattan Michael J. Muldown
Dennis L. Green Calvin S. Robinson
Michael T. Jenson W. E. Schreiber
Paul D. Watson
If no specification is made, a vote for all nominees will be entered and will be
evenly distributed among such nominees. IF YOU WISH TO CAST OR ACCUMULATE YOUR
VOTES IN A MANNER NOT PROVIDED FOR ON THIS PROXY, YOU MUST ATTEND THE MEETING IN
PERSON OR APPOINT SOME OTHER PERSON TO ACT AS YOUR PROXY BY USE OF A WRITTEN
PROXY OTHER THAN THIS PROXY.
2. At their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting.
The undersigned ratifies all that said proxies or their substitutes may
lawfully do by virtue thereof. The undersigned hereby revokes any proxy or
proxies heretofore given for such shares.
Number of Shares: Date: , 1995
Signature
Signature if held jointly
IMPORTANT: Please date and sign your name exactly as it appears on this Proxy.
If stock is held jointly, both persons should sign. Persons signing in a
representative capacity should give their title.
PLEASE PROMPTLY DATE, SIGN AND RETURN THIS PROXY