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