WINTER SPORTS, INC.
P.O. BOX 1400
WHITEFISH, MONTANA 59937
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 12, 1999
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 12, 1999 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 ratify the selection of independent accountants.
3. 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 3, 1999
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.
Nominees for directors are set forth in the enclosed Proxy Statement.
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 14, 1999 /s/ Sandra K. Unger
Sandra K. Unger
Corporate Secretary
WINTER SPORTS, INC.
P. O. BOX 1400
WHITEFISH, MT 59937
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 12, 1999
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 12, 1999 at 5:45 p.m. local time,
in the Alpine Lodge Building, Big Mountain Ski and Summer Resort, and any
adjournment thereof. All properly executed and returned proxies will be voted
in accordance with the instructions specified thereon. Unless otherwise
directed, it will be voted (i) for election of all of the nominees for election
to the Company's board of directors, with the votes evenly distributed among the
nominees listed in this Proxy Statement, and (ii) for ratification of the
selection of Jordahl & Sliter PLLC as the Company's independent accountants. If
other matters come before the meeting, it will be voted in accordance with the
best judgment of the persons named as proxies. Execution of a proxy will not in
any way affect a shareholder's right to attend the meeting or prevent voting in
person. 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.
Only shareholders of record at the close of business on September 3, 1999
are entitled to notice of and to vote at the annual meeting of shareholders.
Shareholders who withhold or abstain from voting and broker non-votes are
counted for purposes determining the presence or absence of a quorum.
The approximate date on which this Proxy Statement and the accompanying
proxy were first sent to shareholders was September 14, 1999.
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.
INFORMATION ABOUT DIRECTORS AND NOMINEES FOR ELECTION
The names and ages of nominees, the years they became directors, their
principal occupations for the past five years and certain other information are
as follows:
CHARLES R. ABELL, age 60, has been a director since 1992. He has been
president/CEO of the Whitefish Credit Union, Whitefish, Montana since 1967 and
is a Whitefish native. He is a business graduate of the University of Montana
with emphasis on marketing and finance. Mr. Abell is a past member of the
Whitefish City-County Planning Board, Flathead Basin Commission and Lakeshore
Preservation Committee. He is past chairman of the Whitefish School Board,
North Valley Hospital Board and Rotary Club president. He presently serves as a
member of the Whitefish Chamber of Commerce and also serves as a director of Big
Mountain Development Corporation.
BRIAN T.(TIM) GRATTAN, age 61, has been a director since 1981. He has
owned and managed a real estate development company in Whitefish, Montana since
1971, and is the developer and a general partner of Grouse Mountain Lodge in
Whitefish. He is a director of the Glacier Park International Airport Board, a
director of Big Mountain Development Corporation and general manager of Big
Mountain Sewer District. Mr. Grattan is past chairman of the board of the
Montana Chamber of Commerce.
DENNIS L. GREEN, age 52, has been a director since 1986 and is Chair of the
Board of Directors. He has been the president of Dasen Company and Flathead
County Title Company since 1986, and president and general manager of Budget
Finance since 1975. He is chapter chairman of the Northwest Chapter of the
American Red Cross, president of Montana Consumer Finance Association and is a
director and vice president of Big Mountain Development Corporation. Mr. Green
is also past president of Evergreen Bancorporation and a former director of
First National Bank of Whitefish and First National Bank of Eureka.
CHARLES P. GRENIER, age 50, has been a director since 1997. He has been an
executive vice president of Plum Creek Timber Company, L.P., of Columbia Falls,
Montana, since 1994, and served as its Vice President - Rocky Mountain Region
from 1989 until 1994. Mr. Grenier is a director of Plum Creek Timber Company,
Inc. and also serves on the board of the University of Montana Foundation, APA -
The Engineered Wood Association, and the Montana Nature Conservancy.
JERRY J. JAMES, age 52, has been a director since 1997. He has been the
president of the Kalispell Bank of First Interstate Bancsystem of Montana, Inc.
since 1992. He served as executive vice president of First Interstate Bank of
Wyoming from 1985 until 1992. Mr. James serves as a board member for the
Kalispell Development Corp. and the Red Cross and is a past board members of the
Montana Bankers Association, Big Brothers/Sisters, the Whitefish Rotary Club and
the Bulldog Booster Club.
MICHAEL T. JENSON, age 51, has been a director since 1995. He has been the
owner of the Whitefish Gallery and Jenson Studio in Whitefish, Montana, for 23
years and currently serves as Mayor for the City of Whitefish. 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, age 75, has been a director since 1957. He is the
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 previously served as
a director of Glacier Bancorp, Inc., a bank holding company, and Glacier Bank,
its operating bank subsidiary. Mr. Martin also serves as a director of Big
Mountain Development Corporation.
MICHAEL J. MULDOWN, age 54, has been a director since 1993. He has owned
and managed the Allstate Insurance Agency in Whitefish, Montana since May, 1990.
Mr. Muldown is a Whitefish native, former ski patrolman and avid skier.
CALVIN S. ROBINSON, age 79, has been a director since 1983. He is of
counsel with the law firm of Crowley, Haughey, Hanson, Toole & Dietrich,
P.L.L.P. (formerly Murphy, Robinson, Heckathorn and Phillips, P.C.). 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, Board of
Regents and the Montana Revenue Estimating Council.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS OF THE COMPANY.
CUMULATIVE VOTING; USE OF PROXIES
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. Any
shares not voted (whether by abstention, broker non-vote or vote withheld) are
not counted as votes cast for or against the nominees and will be excluded from
the vote.
The proxy which accompanies this Proxy Statement 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.
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 of the nine
nominees, your votes will be evenly cast for remaining
nominees. For example, if you own 100 shares and you check this
box, and strike 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.
The Company's By-Laws provide that 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, or by any shareholder entitled to vote for
the election of directors. Nominations other than those made by the board of
directors or its nominating committee 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. If 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.
BOARD COMMITTEES
The Audit Committee members are Charles R. Abell, Dennis L. Green, Brian T.
(Tim) Grattan, Jerry J. James and Michael T. Jenson. Michael J. Collins, Thomas
E. Cullen and Joann M. Gould also attended audit committee meetings. The Audit
Committee held five meetings during the fiscal year ended May 31, 1999.
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 Incentive/Compensation Committee members are Dennis L. Green, Michael
J. Muldown, Calvin S. Robinson, Charles P. Grenier and Darrel R. (Bill) Martin.
Functions of the Incentive/Compensation Committee include negotiations and
approval of executive employment agreements and periodic executive performance
evaluations. During fiscal year 1999, no meetings were held by the
Incentive/Compensation Committee.
Members of the Executive Committee are Dennis Green, Darrel R. (Bill)
Martin, Michael T. Jenson, Jerry J. James and Brian T. (Tim) Grattan. The
Executive Committee held four meetings during the fiscal year ended May 31,
1999.
Members of the Nominating Committee are Dennis L. Green, Calvin S.
Robinson, Michael J. Muldown, Charles P. Grenier, Michael T. Jenson. No
meetings were held by the Nominating Committee during the fiscal year ended May
31, 1999.
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.
MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended May 31, 1999, the board of directors held 10
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 Brian T.
Grattan (attended 90% of the Board Meetings; 56% of the Committee meetings),
Jerry J. James (attended 70% of the Board Meetings; 40% of the Committee
Meetings), Michael T. Jenson (attended 90% of the Board Meetings; 56% of the
Committee Meetings) and Calvin S. Robinson (attended 60% of the Board Meetings;
no Committee Meetings on which he served were held).
DIRECTORS' COMPENSATION
Directors who are not employees of the Company received an annual fee of
$6,500 during fiscal year 1999. Directors are paid on a pro rata basis for the
months they serve as a director of the Company during each fiscal year.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The only voting securities of the Company are shares of common stock, of
which there were 1,008,368 shares outstanding as of September 3, 1999. Each
share is entitled to one vote, except that cumulative voting is permitted in the
election of directors.
To the Company's knowledge, the following were the only beneficial owners
of 5% or more of the outstanding common stock of the Company as of September 3,
1999. Except as otherwise specified, each named beneficial owner has sole
voting and investment power with respect to the shares set forth opposite his
name.
SHARES OF PERCENTAGE OF
NAME AND ADDRESS COMMON STOCK SHARES OUTSTANDING
- ---------------- ------------ ------------------
Dennis L. Green
P. O. Box 188
Kalispell MT 59903 227,879 (1) 22.6%
Richard A. Dasen and
Susan D. Dasen
400 West Valley Drive
Kalispell MT 59901 225,664 (2) 22.4%
Budget Finance
P. O. Box 22
Kalispell MT 59903 225,371 (1)(2) 22.4%
Jerome T. Broussard
P. O. Box 428
Whitefish MT 59937 86,964 8.6%
Michael J. Collins
P. O. Box 4026
Whitefish MT 59937 56,310 (3) 5.5%
Darrel R. Martin and
Patricia E. Martin
1429 Highway 2 West
Kalispell MT 59901 50,053 5.0%
(1) Mr. Green owns 1,421 shares and shares investment and voting power with
respect to 738 shares held by a Trust of which Mr. Green is a Co-Trustee. Mr.
Green also shares investment and voting power with respect to 225,371 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 349 shares held by a son.
(2) Mr. and Mrs. Dasen own 293 shares directly and share investment and voting
power with respect to 225,371 shares owned by Budget Finance, a wholly owned
subsidiary of Dasen Company. Mr. and Mrs. Dasen are the controlling
shareholders of Dasen Company.
(3) Includes 12,000 shares subject to options granted to Mr. Collins pursuant
to an employment agreement.
OWNERSHIP OF MANAGEMENT
The following table sets forth as of September 3, 1999 as to the number of
shares of common stock owned by (i) each director and nominee, (ii) the
executive officers named in the Summary Compensation Table and (iii) all
directors and executive officers named in the Summary Compensation Table as a
group. Except as otherwise specified, each named beneficial owner has sole
voting and investment power with respect to the shares set forth opposite his
name.
AMOUNT & NATURE
OF BENEFICIAL
OWNERSHIP AS OF % OF SHARES
NAME OF BENEFICIAL OWNER SEPTEMBER 3, 1999 OUTSTANDING
- ------------------------ ----------------- -----------
Charles R. Abell 13,804 1.4%
Brian T. (Tim) Grattan 13,793 1.4%
Dennis L. Green 227,879 (1) 22.6%
Charles P. Grenier 1,000 *
Jerry J. James 100 *
Michael T. Jenson 19,938 (2) 2.0%
Darrel R. (Bill) Martin 50,053 5.0%
Michael J. Muldown 2,800 *
Calvin S. Robinson 691 *
Michael J. Collins 56,310 (3) 5.5%
All directors and executive
officers as a group (10 persons) 386,368 (4) 37.9%
* Less than 1%
(1) Mr. Green directly owns 1,421 shares and shares investment and voting power
with respect to 225,371 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 738 shares held by a Trust of
which Mr. Green is Co-Trustee. Also includes 349 shares owned by a son.
(2) Mr. Jenson shares voting power with respect to 19,754 shares held in a
Trust.
(3) Includes 12,000 shares subject to options granted to Mr. Collins pursuant
to an employment agreement.
OFFICERS OF THE COMPANY
MICHAEL J. COLLINS, age 47, 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. Prior
to Calgary, Mr. Collins worked for the Aspen Ski Corporation as an area planner
and construction manager. Mr. Collins serves as president of Big Mountain Water
Company, president of Big Mountain Sewer District, president of Kintla Lodge
Condominium 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.
MICHELE REESE, age 49, was hired as vice president of Guest Services,
Marketing and Communications in December, 1997 and was elected executive vice
president in November, 1998. Ms. Reese served as senior vice president of
marketing and sales for the Disneyland Resort in Anaheim, California from 1994
until 1997 and served as executive vice president of marketing and sales at
Universal Studios Hollywood from 1993 until 1994. Ms. Reese is the owner and
president of Beargrass Marketing of Whitefish, Montana, and worked as a
consultant for the Company in 1994. She is vice chairman of the TIA Foundation,
a member of the USA Marketing Counsel and was named as a commissioner of the
California Tourism Marketing Council in 1997. Ms. Reese was recently appointed
by Governor Racicot to serve a three year term on the Travel Advisory Council
for Montana.
THOMAS E. CULLEN, age 40, was elected treasurer of the Company in October,
1996 and serves as director of Finance, Accounting and Administration for Winter
Sports, Inc. From 1989 until 1993, Mr. Cullen served as the controller for
Applied Information Services, Inc. of Whitefish, Montana, an electronic
publishing company. Mr. Cullen also serves as treasurer of Big Mountain
Development Corporation, treasurer of Big Mountain Resort Reservations,
secretary-treasurer of Big Mountain Water Company and is a member of the board
of directors of Kintla Lodge Condominium Association.
JOANN M. GOULD, age 41, was appointed controller of the company in October,
1996, and is manager of General Accounting. She served as staff accountant from
1989 until 1994. From 1987 until 1989, Ms. Gould was employed as a senior
internal auditor for Western Farm Credit Banks of Sacramento, California. Ms.
Gould has been a director and treasurer of Summit House Restaurant & Bar, Inc.
since 1993 and is a member of the board of Kintla Lodge Condominium Association.
She is a 1983 graduate of the University of Montana and is a member of the
American Institute of CPAs, the Montana Society of CPAs, Institute of Internal
Auditors and the Institute of Management Accountants. Ms. Gould is serving on
the board of directors of Leadership Flathead for 1999-2000.
SANDRA K. UNGER, age 58, was appointed corporate secretary in October,
1996, and is manager of corporate administration. She served as assistant
corporate secretary from 1985 until 1996 and has been an employee of The Big
Mountain since 1962. Mrs. Unger is a director and secretary of Summit House
Restaurant & Bar, Inc. She previously served as a member of the board of
directors of the Whitefish Credit Union and as secretary of Big Mountain Sewer
District.
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 and Ms. Reese, 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 1999 received compensation exceeding $100,000.
SUMMARY COMPENSATION TABLE
NAME AND FISCAL COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($)(1)
- ------------------ ---- -------------
Michael J. Collins 1999 $105,283
President and Chief 1998 $105,007
Executive Officer 1997 $103,606
(1) Includes amounts paid pursuant to the Company's 401(k)Retirement Plan.
EMPLOYMENT AGREEMENTS
MICHAEL J. COLLINS -- The Company entered into an employment agreement
effective August 1, 1996 with Michael J. Collins for a term of employment ending
on July 31, 2000, 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 a performance-based cash bonus. The performance criteria
for awarding a bonus is determined by a formula based upon the Company's income
before taxes in each fiscal year. No cash bonus was awarded for fiscal year
ended May 31, 1999. The Company may terminate the employment agreement and is
required to pay six months' salary in the event of termination.
MICHELE REESE -- The Company entered into an employment agreement effective
December 22, 1997 with Michele Reese for a term of employment ending on December
21, 2000, pursuant to which she serves as the Company's vice president of
marketing, guest services and communications. In addition to providing for an
annual salary, the employment agreement provides for a performance-based cash
bonus based upon certain criteria in financial, planning and staff management in
each employment year. No cash bonus was awarded for fiscal year ended May 31,
1999. The Company may terminate the employment agreement and is required to pay
six months' salary in the event of termination.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into a $3.9 million loan agreement in 1998 for
construction of the Kintla Lodge project with the Whitefish Credit Union. The
balance remaining on this loan as of May 31, 1999 was $1,006,874. Charles R.
Abell, a director of the Company, is the president and chief executive officer
of the Whitefish Credit Union.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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.
INDEPENDENT AUDITORS
The Company's Board of Directors appointed Jordahl & Sliter PLLC to serve
as the Company's independent accountants for the fiscal year ended May 31, 1999.
Jordahl & Sliter PLLC has served since 1980 in that capacity. A resolution will
be presented at the Annual Meeting to ratify the appointment by the Company's
board of directors of Jordahl & Sliter PLLC to serve as the Company's
independent accountants for the current fiscal year. A majority vote is
required for ratification. If the shareholders do not ratify the selection of
Jordahl & Sliter PLLC, it will not preclude the Board of Directors from
retaining them to serve as the Company's independent accountants for the current
fiscal year. A representative of Jordahl & Sliter PLLC will be present at the
annual meeting and will have an opportunity to make a statement if he or she
desires, and to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE IN FAVOR OF THE APPOINTMENT OF JORDAHL & SLITER PLLC AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 2000.
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, 1999,
including audited financial statements, is being distributed with this Proxy
Statement. Shareholders not receiving a copy of the 1999 Annual Report may
obtain one by writing or calling Sandra Unger, Secretary of Winter Sports, Inc.,
P. O. Box 1400, Whitefish, MT 59937. Telephone (406) 862-1900.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Shareholders wishing to submit proposals for inclusion in the Company's
Proxy Statement for the 2000 annual meeting of shareholders must submit such
proposals so as to be received by the Company at Big Mountain Ski Resort, P. O.
Box 1400, Whitefish, Montana 59937, on or before May 1, 2000.
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/ Sandra K. Unger
September 14, 1999
Sandra K. Unger
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. (Bill) Martin, Calvin S. Robinson
and Brian T. (Tim) Grattan, 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 12, 1999, 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 Brian T. (Tim) Grattan Dennis L. Green
Charles P. Grenier Jerry J. James Michael T. Jenson
Darrel R. (Bill) Martin Michael J. Muldown Calvin S. Robinson
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. To ratify the selection of Jordahl & Sliter PLLC as independent
accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. 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.
Date: , 1999
========================
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