SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TriMaine Holdings, Inc.
(Names of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________
3) Per unit price or other underlying value of transaction
computes pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________
5) Total fee paid:
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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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1
TriMaine Holdings, Inc.
Floor 21, Millennium Tower, Handelskai 94-96, A-1200
Vienna, Austria
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
TriMaine Holdings, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of TriMaine
Holdings, Inc., a Washington corporation (the "Company"), will be held at Floor
21, Millennium Tower, Handelskai 94-96, A-1200, Vienna, Austria, at 10:00 a.m.,
Central European Time, July 12, 2002, for the following purposes:
1. To elect two (2) Directors of the Company.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Directors have fixed the close of business on May 21, 2002, as the
record date for the determination of Shareholders entitled to notice of and to
vote at the Annual Meeting.
By Order of the Board of Directors,
Michael J. Smith
President
June 6, 2002
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE PROXY STATEMENT.
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TRIMAINE HOLDINGS, INC.
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
management of TriMaine Holdings, Inc. (the "Company") of proxies for use at the
Annual Meeting of Shareholders to be held at Floor 21, Millennium Tower,
Handelskai 94-96, A-1200, Vienna, Austria, on July 12, 2002, and any
adjournments thereof. If the Proxy is properly executed and received by the
Company prior to the meeting or any adjournment thereof, the shares of common
stock, $.01 par value per share (the "Common Shares") or 5% Cumulative Voting
Preferred Stock, Series B, $.01 par value per share (the "Preferred Shares"),
represented by your Proxy will be voted in the manner directed. In the absence
of voting instructions, the Common Shares and Preferred Shares (together, the
"Shares") will be voted for the nominees for director. The Proxy may be revoked
at any time prior to its use by filing a written notice of revocation of Proxy
or a Proxy bearing a date later than the date of the Proxy with the Secretary of
the Company, Mr. Rene Randall, c/o Floor 21, Millennium Tower, Handelskai 94-96,
A-1200, Vienna, Austria. You also may revoke your Proxy in person at the
meeting. If you attend the meeting and have submitted a Proxy, you need not
revoke your Proxy and vote in person unless you elect to do so. The Proxy
Statement and form of Proxy are being mailed to Shareholders commencing on or
about June 7, 2002.
The holders of one-third of the Shares outstanding and entitled to vote at
the Annual Meeting must be present in person or represented by proxy in order
for a quorum to be present. Under applicable Washington law, abstentions and
broker non-votes will be counted for purposes of establishing a quorum, but will
have no effect on the vote on the election of the nominees for director.
Proxies will be solicited primarily by mail and may also be solicited
personally and by telephone by directors, officers and regular employees of the
Company without additional remuneration therefor. The Company also may reimburse
banks, brokers, custodians, nominees and fiduciaries for their reasonable
charges and expenses in forwarding Proxies and Proxy materials to the beneficial
owners of the Shares. All costs of solicitation of Proxies will be borne by the
Company. The Company does not presently intend to employ any other party to
assist in the solicitation process.
The close of business on May 21, 2002, has been fixed as the record date
(the "Record Date") for the determination of Shareholders entitled to notice of
and to vote at the Annual Meeting.
On the Record Date, there were 15,293,697 Common Shares and 60,000
Preferred Shares issued and outstanding. Each Common Share and each Preferred
Share is entitled to one vote on each of the matters properly presented at the
Annual Meeting. Only Shareholders of record on the Record Date will be entitled
to vote at the Annual Meeting. Under the Company's Articles of Incorporation,
cumulative voting in the election of directors is not permitted. Assuming a
quorum is present, directors will be elected by the plurality of votes cast at
the meeting.
3
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth certain information regarding the beneficial
ownership of the Company's voting securities as of May 21, 2002, by each
shareholder who is known by the Company to own more than five percent of each
class outstanding. The following is based solely on statements filed with the
Securities and Exchange Commission and other information the Company believes to
be reliable. None of the Company's executive officers or directors owns any of
the Company's equity securities.
<Table>
<Caption>
Number of Percent of Percent of
Name and Address of Number of Percent of Preferred Preferred Voting
Beneficial Owner Common Shares Common Shares Shares Shares Shares
- -------------------------------- ------------- ------------- ---------- ---------- ----------
MFC Bancorp Ltd. 12,648,908 82.7% 60,000(1) 100.0% 82.8%(1)
Floor 21, Millennium Tower,
Handelskai 94-96, A-1200
Vienna, Austria
- ------------------------------------------------------------------------------------------------------------------------
(1) Includes 60,000 Preferred Shares over which MFC Bancorp Ltd. ("MFC") shares
voting and dispositive power with Drummond Financial Corporation
("Drummond"). MFC beneficially owns 76.3% of the outstanding voting
securities of Drummond Financial Corp. ("Drummond"), comprised of shares of
Common Stock of Drummond as to which MFC shares voting and dispositive
power with its wholly-owned subsidiaries, Ballinger Corporation and Sutton
Park International Ltd., and all of Drummond's Series 1, Preferred Stock.
</Table>
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Proposal 1
ELECTION OF DIRECTORS
Pursuant to resolutions of the Board of Directors under authority granted
by the Company's Articles of Incorporation, the number of directors of the
Company is established at five, although presently there are only three
directors. No nominees have been named to fill vacant director positions. The
votes of a plurality of the Shares present in person or by Proxy at the Annual
Meeting are required to elect the directors.
The Board of Directors is divided into three classes. Directors are elected
for three-year terms. Mr. Smith is a member of Class I and will be elected for a
term expiring at the annual meeting of shareholders in 2005, or until his
successor is elected and qualified. Mr.Ko was elected to the Board in 2001 as a
member of ClassII and will be elected for a term expiring at the annual meeting
of shareholders in 2003, or until his successor is elected and qualified. The
term of the remaining director does not expire at this Annual Meeting.
Mr. Smith and Mr. Ko each have indicated that he is willing and able to
serve as a director. If either of them becomes unable or unwilling to serve, the
accompanying proxy may be voted for the election of such other person as shall
be designated by the Board of Directors. Proxies received by the Company on
which no designation is made will be voted FOR the nominee.
Directors
The following table sets forth information regarding each nominee for
election as a director and each director whose term of office will continue
after the Annual Meeting.
<Table>
<Caption>
Expiration of
Name Current Position with the Company Age Term as a Director
- ----------------------------------------------------------------------------------------------------------
Michael J. Smith Chairman, President, Chief Financial
Officer and Director 54 2002
Young Soo Ko Director 44 2002
Roy Zanatta Director 36 2004
</Table>
Michael J. Smith became President and Chairman of the Company during 1996
and has served as Chief Financial Officer and a director since January 1994.
From that date until 1996, he was Executive Vice President of the Company. Mr.
Smith was Chief Financial Officer of Mercer International Inc. from May 1988
until 1996. He is President, Chief Executive Officer and a director of MFC. Mr.
Smith is Chief Executive Officer, Chief Financial Officer and a director of
Drummond Financial Corporation. Mr. Smith is also a director, President and
Chief Executive Officer of Euro Trade & Forfaiting, Inc. and Cybernet Internet
Services International, Inc. He is a member of the management board of Digitale
Telekabel AG.
Young Soo Ko was elected to the Board of Directors in 2001. Since 1991, Mr.
Ko has been a Managing Director of Sung Sim Services Ltd., a Hong Kong based
trading company. From 1984 to 1991, Mr. Ko was a manager of Kolon Trading Co.
Ltd. in Seoul, Korea and Hong Kong. He is a graduate of Dankook University in
Seoul, Korea with a degree in International Commerce.
Roy Zanatta has been a director of the Company since December 1999. Since
1993, he has been a Vice President of MFC Bancorp Ltd. and its predecessors. He
is a director and Secretary of MFC Bancorp Ltd. and a director of Cybernet
Internet Services International, Inc. Mr. Zanatta has a Masters of Business
Administration from McGill University.
5
During the fiscal year ended December 31, 2001, the Board held no
meetings but acted by unanimous written consent on five occasions.
Committees of the Board
The Company has established a Compensation Committee. The members of
the Compensation Committee are Mr.Ko and Mr. Zanatta. The Compensation Committee
did not meet during 2001.
The Company has established an Audit Committee. The function of the
Audit Committee is to meet with and review the results of the audit of the
financial statements performed by the independent public accountants and to
recommend the selection of independent public accountants. The member of the
Audit Committee is Mr.Ko. The Audit Committee met once in 2001. The Company has
not adopted a written Audit Committee charter.
The Company does not have a Nominating Committee.
Executive Compensation
The following table sets forth information on the annual compensation
for each of the Company's last three fiscal years of the Company's Chief
Executive Officer. None of the Company's executive officers received aggregate
annual remuneration from the Company in excess of $100,000 during the fiscal
year ended December 31, 2001.
Long-Term
Annual Compensation Compensation
---------------------------------------------------- --------------
Securities
Underlying
Name and Principal Other Annual Options/ All Other
Position Year Salary($) Bonus($) Compensation($) SARs(#) Compensation($)
- ----------------------- ----- --------- -------- --------------- ------------- ---------------
Michael J. Smith
Chief Executive Officer 2001 $65,000 $150,000 0 0 0
2000 $50,000 0 0 0 0
1999 $0 0 0 0 0
Employment Agreement
Mr. Smith and the Company are parties to an employment agreement dated
as of June 23, 1994. The agreement generally provides, subject to certain
termination provisions, for continued employment of Mr. Smith for a period of 36
months with automatic one-month renewals, so that the contract at all times has
a remaining term of 36 months. The agreement provides for a base salary and
other compensation as determined by the board of directors. The agreement
contains change-in-control provisions pursuant to which, if a change in control
(as defined in the agreement) occurs, Mr. Smith may only be discharged for
cause. In the event Mr. Smith is terminated without cause or resigns for good
reason (as defined in the agreement) within eighteen months of the change in
control, he shall be entitled to a severance payment of three times his annual
salary under the agreement and all unvested rights in any stock option or other
benefit plans shall vest in full. If Mr. Smith is terminated without cause or
resigns for good reason after eighteen months of the change in control, he shall
be entitled to a severance payment of a proportionate amount based on the length
of time remaining in the term of the agreement of three times his annual salary
under the agreement and all unvested rights in any stock option or other benefit
plans shall vest in full. In addition, Mr. Smith will continue to receive
equivalent benefits as were provided at the date of termination for the
remaining term of the agreement.
6
Stock Options
No stock options were granted to Mr. Smith during 2001. Mr. Smith does
not hold any outstanding options.
Compensation of Directors
The directors do not receive cash compensation for service as a
director. The Company reimburses the directors and officers for their expenses
incurred in connection with their duties as directors and officers of the
Company.
The following Report of the Directors on Executive Compensation and the
Performance Graph included in this Proxy Statement shall not be deemed to be
incorporated by reference by any general statement incorporating for reference
this Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under the Acts.
Report of the Directors on Executive Compensation
The Company is actively marketing certain of its real estate assets and
redeploying others to finance the acquisition of controlling interests in
operating businesses. In this phase of identifying and evaluating acquisition
candidates, the Board of Directors and Mr. Smith agreed that he would receive
$65,000 in compensation for 2001. The Board of Directors awarded Mr. Smith a
special bonus of $150,000 in 2001 for his efforts in the sale of two major
parcels of the Company's real property during 2000.
/s/ Michael J. Smith /s/ Young Soo Ko /s/ Roy Zanatta
Report of the Audit Committee
To the Board of Directors of TriMaine Holdings, Inc.:
I have reviewed and discussed with management the Company's audited
consolidated financial statements as of and for the fiscal year ended December
31, 2001. I have discussed with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants. I have received and reviewed the
written disclosures and the letter from the independent auditors required by
Independence Standard No. 1, Independence Discussions with Audit Committees, as
amended, by the Independence Standards Board, and have discussed with the
auditors the auditors' independence. The Audit Committee has considered whether
the provision of services by the independent auditing firm other than
audit-related is compatible with maintaining the principal auditor's
independence.
Based on the reviews and discussions referred to above, I recommend to
the Board of Directors that the consolidated financial statements referred to
above be included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.
Young Soo Ko
7
Performance Graph
The information set forth in the table below and the graph on the
following page compares the value of the Common Shares to the Nasdaq Market
Index and to the MG Industry Group Index for Real Estate Investment Trusts
prepared by Media General Financial Services. Each of the total cumulative
returns presented assumes a $100 investment on January 1, 1997.
Company Name Fiscal Year Ending December 31
or Index
- -------------------------- ---------------------------------------------------------------------------------------
1997 1998 1999 2000 2001
------ ----- ------ ------ ------
TriMaine Holdings, Inc. 112.48 62.48 62.40 25.00 120.00
REIT - Residential 112.25 97.42 107.27 141.95 156.22
NASDAQ Market Index 122.32 172.52 304.29 191.25 152.46
Certain Relationships and Related Transactions
MFC provides management services to the Company. It charged the Company
$541,000 for such services in 2001. In addition, the Company paid MFC a
management fee of $150,000. Mr. Smith is the President, Chief Executive Officer
and a Director of MFC.
At December 31, 2001, the Company had amounts payable to MFC of
$1,591,000.
The Company acquired 107,952 of its common shares from MFC for $22,000
in cash
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act") requires that the Company's officers and directors, and any
beneficial owner of more than 10% of the outstanding Common Shares file reports
of ownership and changes of ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and beneficial owners of more than
10% of the outstanding Common Shares are required by SEC regulation to furnish
the Company with copies of all such reports they file.
Based solely on the review of the copies of such reports received by
the Company, and on written representations by the Company's officers and
directors regarding their compliance with the applicable reporting requirements
under Section 16(a) of the Exchange Act, the Company believes that, with respect
to its fiscal year ended December 31,2001, all of its officers and directors
filed all required reports under Section 16(a) in a timely manner.
INDEPENDENT ACCOUNTANTS AND AUDITORS
Peterson Sullivan P.L.L.C., Certified Public Accountants, has been
selected by the Directors to examine the consolidated financial statements of
the Company and its subsidiaries for the fiscal year ending December 31, 2002.
Peterson Sullivan P.L.L.C. have examined the consolidated financial statements
of the Company and its subsidiaries each year since its inception.
Representatives of Peterson Sullivan P.L.L.C. are not expected to be present at
the Annual Meeting.
Fees paid to Peterson Sullivan P.L.L.C. by the Company during 2001
included:
Audit Fees. The Company paid Peterson Sullivan $35,564 in fees related to
the audit of the annual financial statements and the reviews of the quarterly
financial statements.
8
Financial Information Systems. The Company made no payments to Peterson
Sullivan related to the operation, supervision, design, or implementation of the
Company's financial information systems.
All Other Fees. All other fees paid to Peterson Sullivan in 2001
totaled $16,182. These services were comprised mainly of accounting and tax
services.
FUTURE SHAREHOLDER PROPOSALS
Any proposal that a Shareholder intends to present at the next Annual
Meeting of Shareholders must be received by the Company on or before February
13, 2003.
OTHER MATTERS
The directors know of no matter other than those mentioned in the Proxy
Statement to be brought before the meeting. If other matters properly come
before the meeting, it is the intention of the Proxy holders to vote the Proxies
in accordance with their judgment. If there are insufficient votes to approve
any of the proposals contained herein, the Directors may adjourn the meeting to
a later date and solicit additional Proxies. If a vote is required to approve
such adjournment, the Proxies will be voted in favor of such adjournment.
A copy of the Company's Annual Report on Form 10-K to the Securities
and Exchange Commission will be provided to Shareholders without charge upon
written request directed to Shareholders Information, TriMaine Holdings, Inc.,
Floor 21, Millennium Tower, Handelskai 94-96, A-1200 Vienna, Austria.
By order of the Board of Directors.
DATE: June 6, 2002.
PROXY
TRIMAINE HOLDINGS, INC.
Floor 21, Millennium Tower, Handelskai 94-96, A-1200
Vienna, Austria
This Proxy is solicited on behalf of the Board of Directors of TriMaine
Holdings, Inc.
The undersigned hereby appoints Michael J. Smith and Rene Randall and
each of them, as proxies, each with the power of substitution to represent and
to vote as designated below, all the shares of common stock and all of the
shares of Preferred Stock, Series B, of Logan International Inc. held of record
by the undersigned on May 21, 2002, at the Annual Meeting of Shareholders to be
held on July 12, 2002, or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR the nominee listed WITHHOLD AUTHORITY
below (except as marked to vote for the nominee
to the contrary below) |_| listed below |_|
(Instruction: To withhold authority to vote for the nominee, strike a
line through the nominee's name in the list below.)
Young Soo Ko (Term will expire in 2003)
Michael J. Smith (Term will expire in 2005)
2. In their discretion, the Proxy holders are authorized to vote upon
such other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR Proposal 1.
Please sign exactly as name appears on your share certificates. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED:__________________________, 2002 _____________________________
Signature
_____________________________
Print Name
_____________________________
Signature, if jointly held
_____________________________
Print Name
_____________________________
Number of shares held
Please mark, sign, date and return this Proxy promptly using the enclosed
envelope.
10