SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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 Section240.14a-12
COASTCAST CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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/X/ No fee required.
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and 0-11.
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COASTCAST CORPORATION
3025 EAST VICTORIA STREET
RANCHO DOMINGUEZ, CALIFORNIA 90221
(310) 638-0595
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 20, 2001
To the Shareholders of COASTCAST CORPORATION:
You are cordially invited to attend the Annual Meeting of Shareholders of
Coastcast Corporation, a California corporation (the "Company"), which will be
held at the Company's facility located at 14831 Maple Avenue, Gardena,
California, at 10:00 a.m., California time, on Wednesday, June 20, 2001, to
consider and act upon the following matters, all as more fully described in the
accompanying Proxy Statement which is incorporated herein by this reference:
1. To elect a board of six directors to serve until the next annual meeting
of the Company's shareholders and until their successors have been
elected and qualify;
2. To consider and take action concerning approval of the Company's 2001
Non-Employee Director Stock Option Plan (a copy of which is included as
Appendix B to the accompanying Proxy Statement).
3. To ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for fiscal year 2001; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record of the Company's common stock at the close of
business on April 23, 2001, the record date fixed by the Board of Directors, are
entitled to notice of, and to vote at, the meeting.
THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. ANY SHAREHOLDER
GIVING A PROXY HAS THE RIGHT TO REVOKE IT ANY TIME BEFORE IT IS VOTED.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ NORMAN FUJITAKI
Norman Fujitaki
Secretary
Rancho Dominguez, California
April 27, 2001
COASTCAST CORPORATION
3025 EAST VICTORIA STREET
RANCHO DOMINGUEZ, CALIFORNIA 90221
(310) 638-0595
PROXY STATEMENT
APPROXIMATE DATE PROXY MATERIAL FIRST SENT
TO SHAREHOLDERS: APRIL 30, 2001
The following information is given in connection with the solicitation of
proxies for the Annual Meeting of Shareholders of Coastcast Corporation, a
California corporation (the "Company"), to be held at the Company's facility
located at 14831 Maple Avenue, Gardena, California, at 10:00 a.m., California
time, on Wednesday, June 20, 2001, and adjournments thereof (the "Meeting"), for
the purposes stated in the Notice of Annual Meeting of Shareholders preceding
this Proxy Statement.
SOLICITATION AND REVOCATION OF PROXIES
A form of proxy is being furnished herewith by the Company to each
shareholder, and, in each case, is solicited on behalf of the Board of Directors
of the Company for use at the Meeting. The entire cost of soliciting these
proxies will be borne by the Company. The Company may pay persons holding shares
in their names or the names of their nominees for the benefit of others, such as
brokerage firms, banks, depositories, and other fiduciaries, for costs incurred
in forwarding soliciting materials to their principals. Members of the
Management of the Company may solicit some shareholders in person, or by
telephone, telegraph or telecopy, following solicitation by this Proxy
Statement, but will not be separately compensated for such solicitation
services.
Proxies duly executed and returned by shareholders and received by the
Company before the Meeting will be voted FOR the election of all six of the
nominee-directors specified herein and FOR the ratification of the selection of
Deloitte & Touche LLP as the Company's independent auditors for fiscal year
2001, unless a contrary choice is specified in the proxy. If a specification is
indicated as provided in the proxy, the shares represented by the proxy will be
voted and cast in accordance with the specification made. As to other matters,
if any, to be voted on, the persons designated as proxies will take such actions
as they, in their discretion, may deem advisable. The persons named as proxies
were selected by the Board of Directors of the Company and each of them is a
director of the Company.
Under the Company's bylaws and California law, shares represented by proxies
that reflect abstentions or "broker non-votes" (i.e., shares held by a broker or
nominee which are represented at the Meeting, but with respect to which such
broker or nominee is not empowered to vote on a particular proposal) will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Any shares not voted (whether by
abstention, broker non-vote or otherwise) will have no impact on the election of
directors, except to the extent that the failure to vote for an individual
results in another individual receiving a larger proportion of votes. Any shares
represented at the Meeting but not voted (whether by abstention, broker non-vote
or otherwise) with respect to the proposal to ratify the selection of
Deloitte & Touche LLP will have no effect on the vote for such proposal except
to the extent the number of abstentions causes the number of shares voted in
favor of such proposal not to equal or exceed a majority of the quorum required
for the Meeting (in which case the proposal would not be approved).
Your execution of the enclosed proxy will not affect your right as a
shareholder to attend the Meeting and to vote in person. Any shareholder giving
a proxy has a right to revoke it at any time by
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either (i) a later-dated proxy, (ii) a written revocation sent to and received
by the Secretary of the Company prior to the Meeting, or (iii) attendance at the
Meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Company has outstanding only common stock, of which 7,676,042 shares
were outstanding as of the close of business on April 23, 2001 (the "Record
Date"). Only shareholders of record on the books of the Company at the close of
business on the Record Date will be entitled to vote at the Meeting. Each share
of common stock is entitled to one vote.
Representation at the Meeting by the holders of a majority of the
outstanding shares of common stock of the Company, either by personal attendance
or by proxy, will constitute a quorum.
The following table sets forth, as of April 23, 2001, the only persons known
to the Company to be the beneficial owners of more than 5% of the Company's
common stock:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS(2)
- ------------------- ----------------------- ----------
Hans and Vivian Buehler..................................... 1,215,800 shs.(3) 15.4%
3025 East Victoria Street
Rancho Dominguez, CA 90221
James and Nancy Grosfeld.................................... 1,020,000(4) 13.3%
20500 Civic Center Drive
Suite 3000
Southfield, MI 48076
Dimensional Fund Advisors Inc. ............................. 535,400(5) 7.0%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Bedford Oak Partners LP..................................... 567,000(6) 7.7%
Bedford Oak Advisors, LLC
Harvey P. Eisen
100 South Bedford Road
Mt. Kisco, NY 10549
- ------------------------
(1) Except as otherwise indicated and subject to applicable community property
and similar laws, the Company assumes that each named person has the sole
voting and investment power with respect to such person's shares.
(2) Percent of class is based on the number of shares outstanding on the Record
Date plus, in the case of Mr. Buehler, the number of shares which
Mr. Buehler has the right to purchase pursuant to options which are either
currently exercisable or exercisable within 60 days.
(3) Includes 214,500 shares which are subject to options held by Mr. Buehler
which are either currently exercisable or exercisable within 60 days. Golden
Band, L.P., a California limited partnership, owns of record 944,000 shares
of common stock of the Company. Longview Enterprises, Inc., a California
corporation, is the sole general partner of Golden Band, L.P. and owns a 1%
limited partner interest in Golden Band, L.P. Mr. and Mrs. Buehler each owns
a 50% interest in Longview Enterprises, Inc. as Co-Trustees of the Buehler
Living Trust, dated August 22, 1990 (the "Trust"). The Trust also owns a
99.07% limited partner interest in West Main Street, L.P., a California
limited partnership, which owns a 94.16597% limited partner interest in
Golden Band, L.P. Mr. and Mrs. Buehler disclaim the beneficial ownership of
53,900.3 shares held by
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Golden Band, L.P. Includes 111,000 shares held by a charitable foundation of
which Mr. and Mrs. Buehler are directors and officers, beneficial ownership
of which Mr. and Mrs. Buehler disclaim.
(4) Based on an Amendment No. 1 to Schedule 13G filed on October 10, 2000 James
and Nancy Grosfeld share voting and dispositive power over these shares.
(5) Based on an Amendment to Schedule 13G filed on February 2, 2001, Dimensional
Fund Advisors Inc. has sole voting and dispositive power.
(6) Based on Schedule 13G filed on March 21, 2001, includes 387,000 shares held
by Bedford Oak Partners, LP ("BOP"), 100,000 shares held by Bedford Oak
Offshore ("BOO"), 50,000 shares held by Bedford Oak Capital ("BOC") and
30,000 shares held by Maxwell Gluck Foundation ("MGF"). Based on such
Schedule 13G, Bedford Oak Advisors, LLC ("BOA") is the investment manager of
BOP, BOO, BOC and MGF and Harvey P. Eisen is the managing member of BOA.
Based on such Schedule 13G, BOA and Mr. Eisen share voting and dispositive
power over the 180,000 shares held by BOO, BOC and MGF. In addition, based
on such Schedule 13G, BOA, BOP and Mr. Eisen share voting and dispositive
power over the 387,000 shares held by BOP.
The Company knows of no contractual arrangements which may at a subsequent
date result in a change of control of the Company.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the shares of
the Company's common stock beneficially owned as of April 23, 2001 by (i) each
director and director nominee, (ii) the executive officers identified in the
Summary Compensation Table below, and (iii) all directors, director nominees and
executive officers of the Company as a group:
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
NAME OF BENEFICIAL OWNER OWNERSHIP (1) CLASS (2)
- ------------------------ ------------- ---------
Hans H. Buehler............................................. 1,215,800(3) 15.4%
Robert L. Gates............................................. 164,012(4) 2.1%
Robert H. Goon.............................................. 6,500 *
Edwin A. Levy............................................... 47,733(5) *
Gary V. Meloni.............................................. -0- *
Lee E. Mikles............................................... 33,333(6) *
Paul A. Novelly............................................. -0-(7) *
Ramon F. Ibarra............................................. 48,583(8) *
Todd L. Smith............................................... 31,551(9) *
Kathleen H. Wainwright...................................... 16,666(10) *
K. Michael Wellman.......................................... -0- *
All directors, director nominees and executive officers as a
group (15 persons)........................................ 1,594,802(11) 19.9%
3
- ------------------------
(1) Except as otherwise indicated and subject to applicable community property
and similar laws, to the best of the Company's knowledge and belief, each
person listed has sole voting and investment power as to shares beneficially
owned by such person.
(2) Percent of class is based on the number of shares outstanding on the Record
Date plus, with respect to each named person or group, as applicable, the
number of shares of common stock, if any, which the listed individual or
group has the right to acquire within 60 days. Ownership of less than one
percent is indicated by an asterisk.
(3) Includes 214,500 shares which are subject to options held by Mr. Buehler
which are currently exercisable or exercisable within 60 days. Golden Band,
L.P., a California limited partnership, owns of record 944,000 shares of
common stock of the Company. Longview Enterprises, Inc., a California
corporation, is the sole general partner of Golden Band, L.P. and owns a 1%
limited partner interest in Golden Band, L.P. Mr. and Mrs. Buehler each owns
a 50% interest in Longview Enterprises, Inc. as Co-Trustees of the Buehler
Living Trust, dated August 22, 1990 (the "Trust"). The Trust also owns a
99.07% limited partner interest in West Main Street, L.P., a California
limited partnership, which owns a 94.16597% limited partner interest in
Golden Band, L.P. Mr. and Mrs. Buehler disclaim the beneficial ownership of
53,900.3 shares held by Golden Band, L.P. Includes 111,000 shares held by a
charitable foundation of which Mr. and Mrs. Buehler are directors and
officers, beneficial ownership of which Mr. and Mrs. Buehler disclaim.
(4) Includes 26,625 shares owned by Mr. Gates' wife, the beneficial ownership of
which Mr. Gates disclaims.
(5) Includes 13,333 shares which are subject to options which are either
currently exercisable or exercisable within 60 days. Includes 9,100 shares
owned by Mr. Levy's wife, the beneficial ownership of which Mr. Levy
disclaims. Includes 15,400 shares owned by the Gracy Fund, beneficial
ownership of which Mr. Levy disclaims except to the extent of his pecuniary
interest therein.
(6) All shares are subject to options which are either currently exercisable or
exercisable within 60 days.
(7) Does not include 19,116 shares owned by the Novelly Exempt Trust, U/I/T
dated 8/12/92. Mr. Novelly disclaims beneficial ownership of these shares.
(8) Includes 42,233 shares which are subject to options which are either
currently exercisable or exercisable within 60 days.
(9) Includes 5,001 shares which are subject to options which are either
currently exercisable or exercisable within 60 days. Also, includes 5,200
shares held in trust for his minor children.
(10) All shares are subject to options which are either currently exercisable or
exercisable within 60 days.
(11) Includes 348,692 shares which are subject to options which are either
currently exercisable or exercisable within 60 days.
NOMINATION AND ELECTION OF DIRECTORS
The Company's directors are to be elected at each annual meeting of
shareholders. At the Meeting, six directors are to be elected to serve until the
next annual meeting of shareholders and until their successors are elected and
qualify. The nominees for election as directors at the Meeting set forth in the
table below are all recommended by the Board of Directors of the Company and are
all incumbent directors of the Company.
4
In the event that any of the nominees for director should become unable to
serve if elected, it is intended that shares represented by proxies which are
executed and returned will be voted for such substitute nominee(s) as may be
recommended by the Company's existing Board of Directors.
The six nominee-directors receiving the highest number of votes cast at the
Meeting will be elected as the Company's directors. Subject to certain
exceptions specified below, shareholders of record on the Record Date are
entitled to cumulate their votes in the election of the Company's directors
(i.e., they are entitled to the number of votes determined by multiplying the
number of shares held by them times the number of directors to be elected) and
may cast all of their votes so determined for one person, or spread their votes
among two or more persons as they see fit. No shareholder shall be entitled to
cumulate votes for a given candidate for director unless such candidate's name
has been placed in nomination prior to the vote and the shareholder has given
notice at the Meeting, prior to the voting, of the shareholder's intention to
cumulate his or her votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination.
Discretionary authority to cumulate votes is hereby solicited by the Board of
Directors.
The following table sets forth certain information concerning the nominees
for election as directors.
NOMINEE(1) PRINCIPAL OCCUPATION AGE
- ---------- --------------------------------------------------- --------
Hans H. Buehler........................... Chief Executive Officer and Chairman of the Board
of the Company 68
Robert H. Goon............................ Attorney 60
Edwin A. Levy(3).......................... Principal of Levy, Harkins & Co. 63
Gary V. Meloni (2)........................ Senior Partner of Meloni, Hribal, Tratner LLP 47
Lee E. Mikles(3).......................... Chairman of Mikles/Miller Management, Inc. 45
Paul A. Novelly(2)........................ President of Apex Oil Company, Inc. 57
- ------------------------
(1) The Company does not have a nominating committee of the Board of Directors.
The nominees for election as directors at the Meeting were selected by the
Board of Directors of the Company.
(2) Member of the audit committee of the Board of Directors of the Company,
currently consisting of three directors, none of whom is an employee of the
Company. The audit committee held three meetings during the last fiscal year
of the Company in addition to discussions in meetings of the Board of
Directors. See "--Report of Audit Committee" for a discussion of the
functions performed by the audit committee.
(3) Member of the compensation committee of the Board of Directors of the
Company, currently consisting of two directors, neither of whom is an
employee of the Company. The compensation committee held one meeting during
the last fiscal year of the Company in addition to discussions in meetings
of the Board of Directors. See "Executive Compensation and Other
Information--Report of Compensation Committee on Executive Compensation" for
a discussion of the functions performed by the compensation committee.
Mr. Buehler is one of the founders of the Company and has been the Chairman
of the Board and a director since the Company's inception in 1980. He also
served as Chief Executive Officer until January 1, 1998 and re-assumed the
position of Chief Executive Officer in November 1998. Mr. Buehler has more than
35 years of experience in the investment-casting business, including more than
25 years of experience in the manufacture of golf clubheads.
Mr. Goon has been a director of the Company since December 1999. He also
served as a director of the Company from February 1991 to December 1994.
Mr. Goon has been engaged in the practice of law for 35 years. From before 1995
until November 1999, he was a partner in the law firm of Jeffer, Mangels,
Butler & Marmaro LLP, counsel to the Company. Since November 1999, he has been a
sole
5
practitioner and has been retained by the Company for certain legal services.
Mr. Goon is also a director of Emulex Corporation and Artisoft, Inc.
Mr. Levy has been a director of the Company since February 1994. He is one
of the founders of, and since 1979 has been a principal of, Levy, Harkins & Co.,
an investment advisory firm. Mr. Levy is also a director of Quintel
Entertainment Corporation.
Mr. Mikles has been a director of the Company since June 1996. He has been
the Chairman of Mikles/Miller Management, Inc., a professional money management
firm, since October 1992. Mr. Mikles also serves as a director of Boss
Holdings, Inc., NelNet Corporation, CenterSpan Corporation and Official Payments
Corporation.
Mr. Novelly has been a director of the Company since December 1994. Since
1975, Mr. Novelly has been the President of Apex Oil Company, Inc., a company
which together with its subsidiaries is engaged in petroleum trading, storage,
marketing and transportation. He is also a director of Boss Holdings, Inc, and
Intrawest Corporation.
Mr. Meloni has been a director of the Company since April 2001. He is one of
the founders of, and since September 1997, has been a senior partner with
Meloni, Hribal, Tratner LLP, a certified public accounting firm. From 1987 to
September 1997, Mr. Meloni was the managing partner of Edward White and Company,
an independent certified public accounting firm.
There were seven meetings of the Board of Directors of the Company during
the last fiscal year of the Company. Each of the directors of the Company
attended 75% or more of the aggregate of the total number of meetings of the
Board of Directors held during the period in which he was a director and the
total number of meetings held by all committees of the Board of Directors on
which he served during such period.
CERTAIN BUSINESS RELATIONSHIPS
Mr. Goon is the sole shareholder, director, officer and employee of Robert
H. Goon, A Law Corporation, which received, in 2000, legal fees from the Company
in the amount of $53,800 which represents more than 5% of the total revenues for
2000 of Robert H. Goon, A Law Corporation.
DIRECTOR COMPENSATION
FEES AND BENEFITS
Each member of the Board of Directors who is not an employee of the Company
receives an annual fee of $10,000, paid in quarterly installments of $2,500, and
a fee of $2,000 for each board meeting attended. The Company also reimburses
directors for expenses related to attending board and committee meetings.
STOCK OPTIONS
2001 PLAN
The Board of Directors has adopted, subject to approval of the shareholders,
the 2001 Non-Employee Director Stock Option Plan, pursuant to which each member
of the Board of Directors who is not an employee of the Company receives
automatic grants of options to purchase specified numbers of shares of common
stock of the Company. This plan is described below under "Approval of
Non-Employee Director Stock Option Plan."
6
1995 PLAN
Each member of the Board of Directors who is not an employee of the Company
receives automatic grants of options to purchase specified numbers of shares of
common stock of the Company under the Company's 1995 Amended and Restated
Non-Employee Director Stock Option Plan (the "1995 Plan"). The aggregate number
of shares of common stock of the Company which may be issued pursuant to
exercise of options granted under the 1995 Plan shall not exceed 200,000 shares;
13,334 shares currently are available for grant under the 1995 Plan.
The 1995 Plan provides that an option to purchase 30,000 shares of common
stock of the Company will be granted automatically to each Eligible Director (as
defined in the 1995 Plan) who first becomes an Eligible Director after
December 13, 1995 on the date on which such director first becomes an Eligible
Director. The 1995 Plan provides that an option to purchase an additional 10,000
shares of common stock of the Company is granted automatically to each such
director on the third anniversary of the date on which such director first
became an Eligible Director and on each subsequent anniversary of such date if
such director is still an Eligible Director on such anniversary.
Pursuant to the 1995 Plan, an option to purchase 10,000 shares of common
stock of the Company was granted to each Eligible Director who became a director
prior to December 13, 1995 on the date he first became a director and an option
to purchase an additional 20,000 shares of common stock of the Company was
granted to each such director on December 13, 1995. Pursuant to the 1995 Plan,
an option to purchase an additional 10,000 shares of common stock of the Company
was granted automatically to each such director on December 13, 1998, and will
be granted on each subsequent December 13 if such director is still an Eligible
Director on such December 13.
The Board of Directors of the Company have amended the 1995 Plan to provide
no further grants of options shall be made under the 1995 Plan if the
shareholders approve the Company's 2001 Non-Employee Director Stock Option Plan.
REPORT OF AUDIT COMMITTEE
The Audit Committee of the Board of Directors makes this report pursuant to
Item 306 of Regulation S-K. Notwithstanding anything to the contrary set forth
in any of the Company's previous filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings, including this Proxy Statement, in whole or in part,
this report shall not be incorporated by reference into any such filings, and
such information shall be entitled to the benefits provided in Item 306(c).
The Audit Committee assists the Board of Directors in overseeing and
monitoring the Company's financial reporting practices. The Audit Committee has
adopted a written charter, a copy of which is attached to this Proxy Statement
as Appendix A. The members of the Audit Committee are independent (as such term
is defined in Section 303.01(b)(2)(a) and (3) of the New York Stock Exchange's
Listing Standards).
As part of its duties the Audit Committee has reviewed and discussed the
Company's audited consolidated financial statements with management. In
addition, the Audit Committee has discussed with the Company's independent
accountants the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees). The Audit Committee has
also received the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has discussed with
Deloitte & Touche LLP that firm's independence from the Company.
Based on the Audit Committee's review and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.
The Audit Committee
Paul A. Novelly Robert L. Gates Gary V. Meloni
7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth information concerning compensation of the
chief executive officer and the four other most highly compensated executive
officers of the Company for each of the last three completed fiscal years:
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL ------------
COMPENSATION STOCK
------------------- OTHER ANNUAL OPTION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) GRANTS (2) COMPENSATION(3)
- --------------------------- -------- -------- -------- --------------- ------------ ---------------
Hans H. Buehler.................. 2000 $600,000 -0- -0- -0-
Chairman of the Board and Chief 1999 400,000 400,000 -0- -0-
Executive Officer 1998 478,000 -0- 50,000 -0-
Todd L. Smith.................... 2000 200,000 21,000 -0- 602(4)
Executive Vice President-- 1999 141,100 35,500 -0- 401(5)
Operations 1998 138,900 18,200 5,000 284(6)
Kathleen H. Wainwright........... 2000 174,000 16,500 -0- 651(7)
Senior Vice President--Sales 1999 158,200 29,500 -0- 427(8)
1998 156,000 20,000 10,000 434(9)
K. Michael Wellman............... 2000 170,000 15,000 9,300 694(10)
1999 -0- -0- -0- -0-
1998 -0- -0- -0- -0-
Ramon F. Ibarra.................. 2000 164,000 16,500 -0- 487(11)
Vice President--Manufacturing 1999 158,200 35,500 -0- 451(12)
1998 156,000 20,000 10,000 31,645(13)
- ------------------------
(1) Except where indicated in this table, perquisites and other personal
benefits did not in the aggregate equal or exceed the lesser of $50,000 for
any named individual or 10 percent of the total of annual salary and bonus
reported in this table for such person.
(2) Number of shares of the Company's common stock subject to stock options
granted to the named individual under the Company's employee stock option
plan.
(3) All amounts and the notes thereto are as of December 31 of the applicable
year.
(4) Represents $2,625 of contributions made by the Company to the Company's
401(k) retirement savings plan offset by highly compensated employee refund
of $2,023 from calendar year 1999 issued in 2000. All of the Company's
contribution of $2,625 is vested.
(5) Represents $2,116 of contributions made by the Company to the Company's
401(k) retirement savings plan offset by highly compensated employee refund
of $1,715 from calendar year 1998 issued in 1999. All of the Company's
contribution of $2,116 is vested.
(6) Represents $2,084 of contributions made by the Company to the Company's
401(k) retirement savings plan offset by highly compensated employee refund
of $1,800 from calendar year 1997 issued in 1998. All of the Company's
contribution of $2,084 is vested.
(7) Represents $2,397 of contributions made by the Company to the Company's
401(k) retirement savings plan offset by highly compensated employee refund
of $1,746 from calendar year 1999 issued in 2000. All of the Company's
contribution of $2,397 is vested.
8
(8) Includes $1,582 of contributions made by the Company to the Company's 401(k)
retirement savings plan offset by highly compensated employee refund of
$1,155 from calendar year 1998 issued in 1999. All of the Company
contribution of $1,582 is vested.
(9) Includes $1,551 of contributions made by the Company to the Company's 401(k)
retirement savings plan offset by highly compensated employee refund of
$1,117 from calendar year 1997 issued in 1998. All of the Company's
contribution of $1,551 is vested.
(10) Represents $694 of contributions made by the Company to the Company's
401(k) retirement savings plan. None of the Company's contribution of $694
is vested.
(11) Represents $1,065 of contributions made by the Company to the Company's
401(k) retirement savings plan offset by highly compensated employee refund
of $578 from calendar year 1999 issued in 2000. All of the Company's
contribution of $1,065 is vested.
(12) Includes $1,018 of contributions made by the Company to the Company's
401(k) retirement savings plan offset by highly compensated employee refund
of $567 from calendar year 1998 issued in 1999. All of the Company's
contribution of $1,018 is vested.
(13) Includes $31,926 for relocation expenses and $1,016 of contributions made
by the Company to the Company's 401(k) retirement savings plan offset by
highly compensated employee refund of $1,297 from calendar year 1997 issued
in 1998. All of the Company's contribution of $1,016 is vested.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In September 1996, the Company adopted a supplemental executive retirement
plan (the "Plan") to provide deferred compensation benefits to a select group of
management employees. As originally adopted, the Plan provided a maximum
retirement benefit at age 65 (or age 55 under certain circumstances) of 70% of
final average salary, which accrued ratably over ten years of Plan
participation. In December 1998, the Board of Directors amended and restated the
Plan to reduce the maximum retirement benefit to 50% of final average salary and
include an offset for estimated retirement benefits provided by Social Security
(the "Retirement Offset"). Additional key employees were also included as
participants. The amendment and restatement of the Plan freezes benefits at the
levels accrued as of December 31, 1997 for all participants as of that date,
except that Hans Buehler voluntarily withdrew as a participant in the Plan and
relinquished all of his accrued benefits under the Plan. Each participant with
an accrued benefit as of December 31, 1997 who continues to be employed after
amendment of the Plan is entitled (subject to vesting and other conditions
imposed by the Plan) to the greater of his or her benefit as of December 31,
1997 (the "Prior Accrued Benefit") or the accrued benefit determined under the
revised benefit formula, which counts service prior to amendment of the Plan for
purposes of determining accrued benefits.
The final average salary is the participant's average annual salary
(excluding bonuses and other non-regular forms of compensation) earned from the
Company (before adjustments for contributions to Company-sponsored employee
benefit plans) during the three highest salary years of the five-year period
ending on the December 31 next preceding the earlier of termination of
employment or the date on which the participant qualifies for retirement.
Benefits do not vest until a participant has participated in the Plan for five
years. The retirement benefit accrues ratably over 25 years of service
(including periods prior to adoption of the Plan and with certain predecessor
employers) at two percent (2%) per year (up to a maximum of 25 years of
service), with the actual retirement benefit being dependent on years of service
with the Company and designated predecessors at the actual time of retirement.
The formula is also subject to the Prior Accrued Benefit and the Retirement
Offset. The following table sets forth approximate annual retirement benefits
for retirement at age 65, expressed as
9
a single life annuity, which would be payable under the Plan without regard to
the Prior Accrued Benefit or the Retirement Offset:
YEARS OF PARTICIPATION
AVERAGE ANNUAL ------------------------------
COMPENSATION 5 15 25
- -------------- -------- -------- --------
$125,000.................................................... 12,500 37,500 62,500
150,000.................................................... 15,000 45,000 75,000
175,000.................................................... 17,500 52,500 87,500
200,000.................................................... 20,000 60,000 100,000
225,000.................................................... 22,500 67,500 112,500
250,000.................................................... 25,000 75,000 125,000
300,000.................................................... 30,000 90,000 150,000
Mr. Smith, Ms. Wainwright, Mr. Wellman and Mr. Ibarra are the executive
officers named in the Summary Compensation Table who are continuing participants
in the Plan. The average salary of Mr. Smith, Ms. Wainwright, Mr. Wellman and
Mr. Ibarra for purposes of the Plan does not differ substantially from that set
forth in the annual compensation columns of the Summary Compensation Table.
Mr. Smith has 19 years of benefit accrual service and three years of credited
participation under the Plan. Ms. Wainwright has 12 years of benefit accrual
service and four years of credited participation service under the Plan.
Mr. Wellman has no years of benefit accrual service and 1 year of credited
participation service under the Plan. Mr. Ibarra has 20 years of benefit accrual
service and five years of credited participation service. The benefits listed in
the table above do not reflect the Retirement Offset or the Prior Accrued
Benefit.
OPTION GRANTS DURING 2000
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------- VALUE AT
% OF TOTAL ASSUMED RATES OF STOCK
OPTIONS APPRECIATION
GRANTED TO FOR OPTION TERM
OPTIONS EMPLOYEES EXERCISE EXPIRATION ----------------------
NAME GRANTED IN 2000 PRICE DATE 5% 10%
- ---- -------- ---------- -------- ---------- -------- --------
K. Michael Wellman....................... 9,300 17.06% $15.125 01/23/10 $88,463 $244,188
OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES
The following table sets forth information concerning stock options which
were exercised during, or held at the end of, 2000 by the officers identified in
the Summary Compensation Table:
NUMBER OF
UNEXERCISED
OPTIONS AT VALUE OF UNEXERCISED
DECEMBER 31, IN-THE-MONEY OPTIONS AT
SHARES 2000(1) DECEMBER 31, 2000 (2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
Hans H. Buehler.................. 158,000 $866,281 214,500 -0- $731,188 $ -0-
Todd L. Smith.................... 8,333 27,466 3,334 3,333 12,919 12,915
Kathleen Wainwright.............. -0- -0- 13,333 6,667 51,665 25,835
K. Michael Wellman............... -0- -0- -0- 9,300 -0- 22,088
Ramon F. Ibarra.................. -0- -0- 38,900 6,667 224,705 25,835
- ------------------------
(1) Shares of common stock.
(2) Value based on closing sale price of $17.50 per share on December 31, 2000.
10
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee reviews the performance of the executive officers
of the Company, makes recommendations to the Board of Directors as to their
compensation, and reviews the compensation programs for other key employees,
including salary and cash bonus levels. The Compensation Committee also
administers the Company's employee stock option plan (the "Employee Plan") and
authorizes grants of options to officers and other key employees based on
recommendations of Management.
COMPENSATION POLICIES AND PHILOSOPHY
The Company's executive compensation policies are designed to attract,
retain and reward executive officers who contribute to the Company's success, to
provide economic incentives for executive officers to achieve the Company's
business objectives by linking their compensation to the performance of the
Company, to strengthen the relationship between executive pay and shareholder
value and to reward individual performance. The Company uses a combination of
base salary, cash bonuses, and stock options to achieve these objectives.
The Compensation Committee considers a number of factors, including the
level and types of compensation paid to persons in similar positions by
comparable companies. In addition, the Compensation Committee evaluates
corporate performance by looking at factors such as performance relative to
competitors, performance relative to business conditions and the success of the
Company in meeting its financial objectives. The Compensation Committee also
reviews the performance of each executive officer, including a review of his or
her ability to meet individual performance objectives, demonstration of job
knowledge and skills and the ability to work with others toward the achievement
of the Company's goals.
COMPONENTS OF COMPENSATION
Executive officer salaries are established in relation to a range of
salaries for comparable positions in companies of comparable size and
complexity. The Company seeks to pay salaries to executive officers that are
commensurate with the qualifications, duties and responsibilities and that are
competitive in the marketplace. In making its annual salary recommendations, the
Compensation Committee looks at the Company's financial position and
performance, the contribution of the individual executive officers during the
prior fiscal year in helping to meet the Company's financial and business
objectives as well as the executive officers' performance of their individual
responsibilities.
Cash bonuses are used to provide executive officers with financial
incentives to meet quarterly and annual performance targets of the Company.
Performance targets and bonus recommendations for executives other than the
chairman of the board and the chief executive officer are proposed by the chief
executive officer, reviewed and, when appropriate, revised by the Compensation
Committee and approved by the Board of Directors. Personal goals and bonus
recommendations for the chairman of the board and the chief executive officer
are recommended by the Compensation Committee and approved by the Board of
Directors. Cash bonuses were paid to Todd Smith, Kathleen Wainwright, K. Michael
Wellman and Ramon Ibarra in 2000 based on the Company's performance in 2000.
The Compensation Committee believes that equity ownership by executive
officers provides incentives to build shareholder value and align the interests
of executive officers with the interests of shareholders. Upon hiring executive
officers, the Compensation Committee typically recommends stock option grants to
the officers under the Employee Plan, subject to applicable vesting periods.
Thereafter, the Compensation Committee considers awarding additional grants
under the Employee Plan. The Compensation Committee believes that these
additional grants provide incentives for executive officers to remain with the
Company. Options are granted at the current market price for the Company's
common stock and, consequently, have value only if the price of the Company's
common stock increases over the exercise price. In determining the size of the
periodic grants the Compensation Committee considers prior option grants to the
executive officer, the executive's performance during the current fiscal year
and his or her expected contributions during the succeeding fiscal year.
11
COMPENSATION OF THE PRINCIPAL EXECUTIVE OFFICERS
The Compensation Committee reviews the performance of the chairman of the
board and the chief executive officer of the Company, as well as other executive
officers of the Company, annually. The Committee determined not to declare a
bonus for Mr. Buehler in 2000.
Members of the Compensation Committee
Edwin A. Levy Lee E. Mikles
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The graph below compares the cumulative total shareholder return on the
Company's common stock with the cumulative total return on the Russell 2000 and
a peer group index for the period commencing on December 31, 1995 and ending on
December 31, 2000. The data set forth below assumes the value of an investment
in the Company's common stock and each index was $100 on December 31, 1995.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
SINCE DECEMBER 31, 1995
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
COASTCAST CORPORATION PEER GROUP RUSSELL 2000
12/29/95 $100.00 $100.00 $100.00
12/31/96 $143.25 $44.95 $100.40
12/31/97 $137.05 $45.64 $117.01
12/31/98 $105.49 $43.00 $143.01
12/31/99 $200.63 $60.29 $175.26
12/29/00 $211.21 $63.70 $167.89
* Peer Group Index consists of Aldila Inc. and Royal Grip, Inc. through
September 3, 1997, and Aldila Inc. and Royal Precision, Inc.(formerly named
FM Precision, Inc. and successor to Royal Grip, Inc.) from September 3, 1997
through December 31, 2000.
12
APPROVAL OF NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
DIRECTOR PLAN
The Board of Directors of the Company adopted the Company's 2001
Non-Employee Director Stock Option Plan (the "Director Plan"), under which
common stock of the Company may be issued pursuant to exercise of options
granted to non-employee directors of the Company.
Each member of the Board of Directors who is not an employee of the Company
receives automatic grants of options to purchase specified numbers of shares of
common stock of the Company under the Director Plan. Pursuant to the Director
Plan, the aggregate number of shares of common stock of the Company which may be
issued pursuant to exercise of options granted under the Director Plan shall not
exceed 200,000 shares.
The Director Plan provides that an option to purchase 30,000 shares of
common stock of the Company (the "Initial Option") shall be granted
automatically to each Eligible Director (as defined in the Director Plan) (other
than Edwin A. Levy, Lee E. Mikles, and Paul A. Novelly) on the later of the date
on which the Director Plan is approved by the shareholders of the Company or the
date on which such director first becomes an Eligible Director (the "Initial
Option Date"). The Director Plan provides that an option to purchase an
additional 10,000 shares of common stock of the Company shall be granted
automatically to each director who receives an Initial Option on the third
anniversary of the Initial Option Date and on each subsequent anniversary of
such date if such director is still an Eligible Director on such anniversary.
Pursuant to the Director Plan, an option to purchase 10,000 shares of common
stock of the Company shall be granted automatically to each of Edwin A. Levy,
Lee E. Mikles, and Paul A. Novelly on the date on which the Director Plan is
approved by the shareholders of the Company (provided such individual is an
Eligible Director of the Company on such date), and an option to purchase an
additional 10,000 shares of common stock of the Company shall be granted
automatically to each such director on each anniversary of the date on which
shareholders approve the Plan if such director is still an Eligible Director on
such anniversary.
Pursuant to the Director Plan no option can be granted at any time to
purchase an aggregate number of shares of common stock of the Company which
exceeds the total number of shares of such common stock which are then available
for issuance under the Director Plan minus the total number of shares of such
common stock subject to options which have been granted previously and are then
outstanding under the Director Plan. If there are insufficient shares of common
stock of the Company available for issuance under the Director Plan, the
Director Plan provides options are granted for the number of shares which are
available for issuance under the Director Plan, and its also provides directors
who did not receive automatic grants of options because shares of common stock
of the Company were not available for issuance under the Director Plan will
receive such grants when such shares become available for issuance under the
Director Plan.
The Director Plan is intended to increase the proprietary and vested
interests of the non-employee directors of the Company and the growth and
performance of the Company by granting to them options to purchase shares of
common stock of the Company, to encourage them to continue their services to the
Company, and to attract individuals with outstanding ability to serve on the
Board of Directors of the Company. The Director Plan was adopted and is
recommended for approval by the Company's shareholders because the directors
believe that option grants under the Director Plan play an important role in the
Company's efforts to attract and retain the services of individuals of
outstanding ability as directors of the Company and because there are very few
shares available for grant under the 1995 Plan.
13
A copy of the Director Plan is set forth in full as Appendix B to this Proxy
Statement. In addition to the provisions described above, the following is a
summary of the principal provisions of the Director Plan:
1. The purpose of the Director Plan will continue to be to increase the
proprietary and vested interest of the non-employee directors of the Company and
the growth and performance of the Company by granting to them options to
purchase shares of common stock of the Company, to encourage them to continue
their services to the Company, and to attract individuals of outstanding ability
to serve on the Board of Directors of the Company.
2. Options granted under the Director Plan will be non-qualified stock
options not specifically authorized or qualified for favorable federal income
tax consequences.
3. Each director of the Company shall be eligible to receive an option under
the Director Plan at any time only if such director (i) is not then an employee
of the Company or any of its subsidiaries, (ii) has not, within three years
immediately preceding such time, received any stock option, stock bonus, stock
appreciation right, or other similar stock award from the Company or any of its
subsidiaries, other than options granted to such director under the Director
Plan or the 1995 Plan, and (iii) does not then beneficially own more than 10% of
the outstanding stock of the Company (an "Eligible Director").
4. The purchase price for the shares subject to any option granted under the
Director Plan shall be the fair market value of the shares of common stock of
the Company on the date the option is granted.
5. The Director Plan is administered by the Board of Directors, or in the
discretion of the Board of Directors, a committee ("Committee") of not less than
two individuals, all of whom must be members of the Board of Directors.
6. The exercise price for any shares purchased pursuant to exercise of an
option granted under the Director Plan must be paid by the optionee under one
(or a combination of the following alternatives): (i) payment in full by cash or
check for an amount equal to the aggregate option exercise price for the number
of shares being purchased, (ii) provided at the time the Company's common stock
is publicly traded on an established stock exchange or reported by NASDAQ,
delivery of a copy of instructions to a broker directing such broker to sell the
common stock for which such option is exercised, and to remit to the Company the
aggregate exercise price of such options, or (iii) tendering shares of the
Company's common stock owned by the optionee, free and clear of any liens,
encumbrances, claims or security interests, with a fair market value on the date
of delivery equal to the aggregate purchase price of the shares with respect to
which such option or portion thereof is being exercised. (Tendering shares to
the Company as payment for the shares required upon exercise of the option may
enable directors to use the technique known as "pyramiding," if the fair market
value of the shares acquired upon exercise of the option exceeds the price at
which the option may be exercised. Pyramiding of stock options, in brief, works
as follows: An optionee may exercise a limited portion of his or her option for
cash to acquire a few shares of stock. Because the value of the stock the
optionee acquires exceeds the exercise price of the option, he or she may
immediately exercise his or her option again by exchanging the shares acquired
by the first exercise to acquire a greater number of shares. This process may be
repeated until the optionee has fully exercised his or her option. The optionee
does not keep the shares he or she exchanges upon each exercise of the option.
Pyramiding may result in an optionee fully exercising his or her option at any
one time by this series of stock exchanges with a nominal initial cash payment.)
7. No option granted under the Director Plan is exercisable after the
expiration of the earlier of (i) 10 years following the date the option is
granted, or (ii) one year following the date the optionee ceases to be a
director of the Company for any reason.
14
8. Each option granted under the Director Plan is not transferable except by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder (a "QDRO"), and is exercisable during the
lifetime of the optionee only by the optionee or by his guardian or legal
representative or any transferee pursuant to a QDRO.
9. Each option granted under the Director Plan becomes exercisable as to
one-third of the shares subject to the option on each anniversary of the date
the option is granted if the optionee is still a director of the Company on such
anniversary; provided, however, each Initial Option issued to a director who
became an Eligible Director prior to the date on which the shareholders approve
the Director Plan, shall become exercisable as to one-third of the shares
subject to the Initial Option on each anniversary of the date on which such
director became an Eligible Director if such director is still a director of the
Company on such anniversary; and provided further, however, if an option is not
granted because there are insufficient shares available for issuance under the
Director Plan, then if and when such option is later granted, such option shall
become exercisable as to one-third of the shares subject to the option on each
anniversary of the date the option would have been automatically granted if
there were sufficient shares available for issuance under the Director Plan if
the director to whom the option is granted is still a director of the Company on
such anniversary. Certain transactions relating to a change in control of the
Company may accelerate vesting of options outstanding at the time.
10. The Director Plan expires on December 31, 2010.
FEDERAL INCOME TAX CONSEQUENCES
Only non-qualified stock options may be granted under the Director Plan.
Under current federal income tax law, the grant of a non-qualified option under
the Director Plan will have no federal income tax consequences to the Company or
the optionee. Generally, upon exercise of a non-qualified stock option granted
under the Director Plan, the excess of the fair market value of the stock at the
date of exercise over the option price (the "Spread") is taxable to the optionee
as ordinary income. All such amounts taxable to a director are deductible by the
Company as compensation expense, if appropriate income is reported on behalf of
the optionee. The deduction will be allowed for the taxable year of the Company
in which the optionee includes an amount in income.
Generally, the shares received on exercise of an option under the Director
Plan are not subject to restrictions on transfer or risks of forfeiture and,
therefore, the optionee will recognize income on the date of exercise of such
option. However, if the optionee is subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Act"), the Section 16(b) restriction will
be considered a substantial risk of forfeiture for tax purposes. Under current
law, optionees who are either directors or officers of the Company will be
subject to restrictions under Section 16(b) of the Act during their term of
service. SEC Rule 16b-3 provides an exemption from the restrictions of
Section 16(b) for the grant of derivative securities, such as stock options,
under certain circumstances. Because the Director Plan satisfies the
requirements for exemption under SEC Rule 16b-3, the grant of options will not
be considered a purchase and the exercise of the options to acquire the
underlying shares of Company common stock will not be considered a purchase or a
sale. Thus, ordinary income will be recognized and the Spread will be measured
on the date of exercise.
15
NEW PLAN BENEFITS
The following table indicates options which will be available for grant
under the Director Plan:
NEW PLAN BENEFITS
DIRECTOR PLAN
NAME AND POSITION DOLLAR VALUE ($) NUMBER OF SHARES
- ----------------- ---------------- ----------------
Non-Executive Director Group................................ $2,156,000* 200,000
- ------------------------
*Value based on closing sale price of $10.78 per share on April 17, 2001.
OPTIONS TO BE GRANTED UNDER THE DIRECTOR PLAN
The following table sets forth information concerning options which will be
granted under the Director Plan:
NO. OF
DIRECTOR SHARES
- -------- --------
Edwin A. Levy............................................... 40,000(1)
Lee E. Mikles............................................... 40,000(1)
Paul A. Novelly............................................. 40,000(1)
Robert H. Goon.............................................. 40,000(2)
Gary V. Meloni.............................................. 40,000(2)
All directors as a group (5 persons)........................ 200,000
- ------------------------
(1) An option to purchase 10,000 shares will be granted to this director on each
June 20 (commencing with June 20, 2001) if he is still an Eligible Director
at the time.
(2) An option to purchase 30,000 shares will be granted to this director on
June 20, 2001, and (assuming all of the current directors remain as the
directors of the Company until June 21, 2004) an option to purchase 10,000
shares will be granted to this director on June 20, 2004.
REASONS FOR THE DIRECTOR PLAN
The Director Plan was adopted and is recommended for approval by the Company
shareholders because the Board of Directors believes that option grants under
the Director Plan play an important role in the Company's efforts to attract and
retain individuals of outstanding ability to serve as directors of the Company
and because there are very few shares available for grant under the 1995 Plan.
VOTE REQUIRED FOR APPROVAL OF THE DIRECTOR PLAN
Approval of the Director Plan requires the affirmative vote of the holders
of a majority of the shares of common stock of the Company represented and
voting at the Meeting (which affirmative vote must equal or exceed a majority of
the quorum required for the Meeting). If the Director Plan is not approved by
the shareholders, the Director Plan will not become effective. ABSTENTIONS AS TO
THE PROPOSAL TO APPROVE THE DIRECTOR PLAN WILL HAVE NO EFFECT ON THE VOTE FOR
SUCH PROPOSAL EXCEPT TO THE EXTENT THE NUMBER OF ABSTENTIONS CAUSES THE NUMBER
OF SHARES VOTED IN FAVOR OF THE PROPOSAL NOT TO EQUAL OR EXCEED A MAJORITY OF
THE QUORUM REQUIRED FOR THE MEETING (IN WHICH CASE THE PROPOSAL WOULD NOT BE
APPROVED).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE DIRECTOR
PLAN.
16
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
RATIFICATION
The accounting firm of Deloitte & Touche LLP serves the Company as its
independent auditors at the direction of the Board of Directors of the Company.
One or more representatives of Deloitte & Touche LLP are expected to be present
at the Meeting and will have an opportunity to make a statement if they desire
to do so and to be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR the ratification of the
selection of Deloitte & Touche LLP as the independent auditors for the Company
for fiscal year 2001. This matter is not required to be submitted for
shareholder approval, but the Board of Directors has elected to seek
ratification of its selection of the independent auditors by the affirmative
vote of a majority of the shares represented and voting at the Meeting (which
affirmative vote must equal or exceed a majority of the quorum required for the
Meeting).
Notwithstanding the ratification by shareholders of the appointment of
Deloitte & Touche LLP, the Board of Directors may, if the circumstances dictate,
appoint other independent accountants.
AUDIT FEES
The aggregate fees billed to the Company by Deloitte & Touche LLP for
professional services rendered for the audit of the Company's consolidated
financial statements for the year ended December 31, 2000 and the reviews of the
Company's consolidated financial statements included in the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and
September 30, 2000 were $172,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION
There were no aggregate fees billed to the Company by Deloitte & Touche LLP
for professional services rendered for financial information systems design and
implementation for the year ended December 31, 2000.
ALL OTHER FEES
Other than the fees listed above, Deloitte & Touche LLP billed $75,569 for
services rendered for the year ended December 31, 2000.
The Audit Committee has considered whether the provision of services other
than audit services, to the Company by Deloitte & Touche LLP is compatible with
maintaining Deloitte & Touche's independence.
SHAREHOLDER PROPOSALS
Shareholders intending to submit proposals for presentation at the 2002
Annual Meeting of Shareholders and inclusion in the Proxy Statement and proxy
card for such meeting must submit the proposal in writing to the Secretary of
the Company at the address of the Company set forth on the first page of this
Proxy Statement no later than December 28, 2001. Shareholders who intend to
present a proposal at the 2002 Annual Meeting of Shareholders without inclusion
of such proposal in the Company's proxy materials are required to provide notice
of such proposal to the Secretary no earlier than February 20, 2002 and no later
than April 21, 2002.
17
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders of the Company for the year ended
December 31, 2000, including audited consolidated financial statements, has been
mailed to the shareholders concurrently herewith, but such report is not
incorporated in this Proxy Statement and is not deemed to be a part of the proxy
solicitation material.
OTHER MATTERS
Management of the Company does not know of any other matters which are to be
presented for action at the Meeting. Should any other matters come before the
Meeting or any adjournment thereof, the persons named in the enclosed proxy will
have the discretionary authority to vote all proxies received with respect to
such matters in accordance with their collective judgment.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission (exclusive of Exhibits), will be furnished
without charge to any person from whom the accompanying proxy is solicited upon
written request to Corporate Secretary, Coastcast Corporation, 3025 East
Victoria Street, Rancho Dominguez, California 90221. If Exhibit copies are
requested, a copying charge of $.20 per page will be made.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ NORMAN FUJITAKI
Norman Fujitaki
Secretary
Rancho Dominguez, California
April 27, 2001
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES AND TO DATE, SIGN,
AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE.
PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.
18
APPENDIX A
COASTCAST CORPORATION
AUDIT COMMITTEE CHARTER
Effective April 19, 2000
This charter shall be reviewed, updated and approved annually by the board of
directors
ROLE AND INDEPENDENCE
The audit committee of the board of directors assists the board in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing and reporting practices of the corporation and other such
duties as directed by the board. The membership of the committee shall consist
of at least three directors who are generally knowledgeable in financial and
auditing matters, including at least one member with accounting or related
financial management expertise. Each member shall be free of any relationship
that, in the opinion of the board, would interfere with his or her individual
exercise of independent judgment, and shall meet the director independence
requirements for serving on audit committees as set forth in the corporate
governance standards of the New York Stock Exchange. The committee is expected
to maintain free and open communication (including private executive sessions at
least annually) with the independent accountants, and the management of the
corporation. In discharging this oversight role, the committee is empowered to
investigate any matter brought to its attention, with full power to retain
outside counsel or other experts for this purpose.
The board of directors shall appoint one member of the audit committee as
chairperson. He shall be responsible for leadership of the committee, including
preparing the agenda, presiding over the meetings, making committee assignments
and reporting to the board of directors. The chairperson will also maintain
regular liaison with the CEO, CFO, and the lead independent audit partner.
RESPONSIBILITIES
The audit committee's primary responsibilities include:
- Recommending to the board the independent accountant to be selected or
retained to audit the financial statements of the corporation. In so
doing, the committee will request from the auditor a written affirmation
that the auditor is in fact independent, discuss with the auditor any
relationships that may impact the auditor's independence, and recommend to
the board any actions necessary to oversee the auditor's independence.
- Overseeing the independent auditor relationship by discussing with the
auditor the nature and rigor of the audit process, receiving and reviewing
audit reports, and providing the auditor full access to the committee (and
the board) to report on any and all appropriate matters.
- Reviewing the audited financial statements and discussing them with
management and the independent auditor. These discussions shall include
consideration of the quality of the Company's accounting principles as
applied in its financial reporting, including review of estimates,
reserves and accruals, review of judgmental areas, review of audit
adjustments whether or not recorded and such other inquires as may be
appropriate. Based on the review, the committee shall make its
recommendation to the board as to the inclusion of the Company's audited
financial statements in the company's annual report on Form 10-K.
- Reviewing with management and the independent auditor the quarterly
financial information prior to the company's filing of Form 10-Q. This
review may be performed by the committee or its chairperson.
19
- Discussing with management, and the external auditors the quality and
adequacy of the company's internal controls.
- Discussing with management the status of pending litigation, taxation
matters and other areas of oversight to the legal and compliance area as
may be appropriate.
- Reporting audit committee activities to the full board and issuing
annually a report to be included in the proxy statement (including
appropriate oversight conclusions) for submission to the shareholders.
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APPENDIX B
COASTCAST CORPORATION
2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE. The purpose of this Coastcast Corporation 2001 Non-Employee
Director Stock Option Plan (the "Plan") is to increase the proprietary and
vested interest of the non-employee directors of Coastcast Corporation (the
"Company") in the growth and performance of the Company by granting such
directors options to purchase shares of common stock of the Company, to
encourage them to continue their services to the Company, and to attract
individuals of outstanding ability to serve on the Board of Directors of the
Company.
2. NON-QUALIFIED STOCK OPTIONS. The options granted under the Plan (each
an "option") will be options not specifically authorized or qualified for
favorable tax treatment under Section 422 of the Internal Revenue Code of 1986,
as amended, and any successor statutes ("Code") ("non-qualified stock options").
3. ADMINISTRATION.
3.1 ADMINISTRATION BY BOARD. The Plan shall be administered by the
Board of Directors of the Company ("Board"). Subject to the provisions of
the Plan, the Board shall have authority to construe and interpret the Plan,
to promulgate, amend, and rescind rules and regulations relating to its
administration, and to make all of the determinations necessary or advisable
for administration of the Plan; provided, however, that the Board shall have
no discretion with respect to the selection of directors to receive options
under the Plan, the number of shares of stock subject to any such options,
or the purchase price thereof. The interpretation and construction by the
Board of any provision of the Plan, or of any agreement executed pursuant to
the Plan, shall be final and binding upon all parties. No member of the
Board shall be liable for any action or determination undertaken or made in
good faith with respect to the Plan or any agreement executed pursuant to
the Plan.
3.2 ADMINISTRATION BY COMMITTEE. The Board may, in its sole
discretion, delegate any or all of its administrative duties to a committee
(the "Committee") of not fewer than two (2) members of the Board, all of the
members of which Committee shall be persons who, in the opinion of counsel
to the Company, are "non-employee directors" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934. If administration is
delegated to a Committee, the Committee shall have, in connection with
administration of the Plan, the powers otherwise possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions
of the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration
of the Plan. From time to time, the Board may increase or decrease (to not
less than two members) the size of the Committee, and add additional members
to, or remove members from, the Committee. The Committee shall act pursuant
to a majority vote, or the written consent of a majority of its members, and
minutes shall be kept of all of its meetings and copies thereof shall be
provided to the Board. Subject to the provisions of the Plan and the
directions of the Board, the Committee may establish and follow such rules
and regulations for the conduct of its business as it may deem advisable. No
member of the Committee shall be liable for any action or determination
undertaken or made in good faith with respect to the Plan or any agreement
executed pursuant to the Plan.
4. ELIGIBILITY. Each director of the Company shall be eligible to receive
an option under the Plan at any time only if such director (i) is not then an
employee of the Company or any of its subsidiaries, (ii) has not, within three
(3) years immediately preceding such time, received any stock option, stock
bonus, stock appreciation right, or other similar stock award from the Company
or any of its
21
subsidiaries, other than options granted to such director under this Plan or the
1995 Amended and Restated Non-Employee Director Stock Option Plan, and
(iii) does not then beneficially own more than ten percent (10%) of the
outstanding stock of the Company (an "Eligible Director"). Only Eligible
Directors may receive options under the Plan. A director of the Company shall
not be deemed to be an employee of the Company or any of its subsidiaries solely
by reason of the existence of an agreement between such director and the Company
or any subsidiary thereof pursuant to which the director provides services as a
consultant to the Company or its subsidiaries on a regular or occasional basis
for compensation.
5. SHARES SUBJECT TO OPTIONS. The stock available for grant of options
under the Plan shall be shares of the Company's authorized but unissued, or
reacquired, common stock. The aggregate number of shares which may be issued
pursuant to exercise of options granted under the Plan shall not exceed 200,000
shares of common stock, as such common stock shall be constituted as of
April 19, 2001. In the event that any outstanding option under the Plan for any
reason expires or is terminated, the shares of common stock allocable to the
unexercised portion of the option shall again be available for options under the
Plan as if no option had been granted with respect to such shares.
6. TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan shall
be evidenced by agreements in such form and containing such provisions which are
consistent with the Plan as the Board or Committee shall from time to time
approve. All grants of options to Eligible Directors shall be automatic and
non-discretionary and shall be made strictly in accordance with the following
provisions.
6.1 GRANT OF OPTIONS. Options to purchase shares of common stock of
the Company shall be granted automatically to each Eligible Director as
follows:
(a) An option to purchase 30,000 shares of common stock of the Company
(the "Initial Option") shall be granted automatically to each Eligible
Director (other than Edwin A. Levy, Lee E. Mikles, and Paul A. Novelly)
on the later of the date on which this Plan is approved by the
shareholders of the Company (provided such person is still an Eligible
Director on such date) or the date on which such director first becomes
an Eligible Director (the "Initial Option Date"). Thereafter, an option
to purchase an additional 10,000 shares of common stock of the Company
shall be granted automatically to each director who receives an Initial
Option on the third anniversary of the Initial Option Date and on each
subsequent anniversary of such date if such director is still an Eligible
Director on such anniversary.
(b) An option to purchase 10,000 shares of common stock of the Company
shall be granted automatically to each of Edwin A. Levy, Lee E. Mikles,
and Paul A. Novelly on the date on which this Plan is approved by the
shareholders of the Company (provided such individual is an Eligible
Director on such date), and an option to purchase an additional 10,000
shares of common stock of the Company shall be granted automatically to
each such director on each anniversary of the date on which shareholders
approve the Plan if such director is still an Eligible Director on such
anniversary.
(c) Anything set forth in the Plan to the contrary notwithstanding, no
option or options shall be granted at any time to purchase an aggregate
number of shares of common stock of the Company which exceeds the total
number of shares of such common stock which are then available for
issuance under the Plan minus the total number of shares of such common
stock subject to options which have been granted previously and are then
outstanding under the Plan; and options which are granted as of the same
date to purchase less shares than otherwise provided in subparagraph 6.1
(a) or (b) because of the foregoing limitation in this subparagraph
(c) shall cover equal numbers of shares; provided, however, if there are
insufficient shares available for issuance under the Plan at a time when
an option under subparagraph 6.1 (a) or (b) is to be granted, the portion
of the option not granted shall be
22
automatically granted at the time shares become available for issuance
under the Plan (with the options which were deferred the longest being
granted first and if there is more than one option which was deferred on
the same date, then any available shares shall be allocated pro rata
among such options).
6.2 OPTION PRICE. The purchase price per share of the shares subject
to any option shall be 100% of the fair market value per share of common
stock of the Company on the date the option is granted. For purposes of the
Plan, the "fair market value" per share of common stock of the Company at
any date shall be (a) if the common stock is listed on an established stock
exchange or exchanges, the last reported sale price per share on the last
trading day immediately preceding such date on the principal exchange on
which it is traded, or if no sale was made on such day on such principal
exchange, at the closing reported bid price per share on such day on such
exchange, (b) if the common stock is not then listed on an exchange, the
last reported sale price per share on the last trading day immediately
preceding such date reported by NASDAQ, or if sales are not reported by
NASDAQ or no sale was made on such day, the average of the closing bid and
asked prices per share for the common stock in the over-the-counter market
as quoted on NASDAQ on such day, or (c) if the common stock is not then
listed on an exchange or quoted on NASDAQ, an amount determined in good
faith by the Board or the Committee.
6.3 NOTICE AND PAYMENT. Any exercisable portion of an option may be
exercised only by:
(a) delivery of a written notice to the Company, prior to the time when
such option becomes unexercisable under Section 6.4, stating the number
of shares being purchased and complying with all applicable rules
established by the Board or the Committee;
(b) the optionee electing to make payment of the exercise price by one of
the following alternatives: (i) payment in full of the exercise price of
such option by cash or check for an amount equal to the aggregate option
exercise price for the number of shares being purchased, (ii) provided at
the time the Company's common stock is publicly traded on an established
stock exchange or reported by NASDAQ, delivery of a copy of instructions
to a broker directing such broker to sell the common stock for which such
option is exercised, and to remit to the Company the aggregate exercise
price of such options (a "cashless exercise"),(iii) tendering shares of
the Company's common stock owned by the optionee, free and clear of any
liens, encumbrances, claims or security interests, with a fair market
value (as determined pursuant to Section 6.2) on the date of delivery
equal to the aggregate purchase price of the shares with respect to which
such option or portion is thereby exercised (a "stock-for-stock
exercise") or (iv) any combination of the payment methods set forth in
subparagraphs 6.3(b)(i), (ii) or (iii). Payment in full of the exercise
price per share need not accompany the written notice of exercise
provided that the notice of exercise directs that the certificate or
certificates for the shares of common stock for which the option is
exercised be delivered to a licensed broker acceptable to the Company as
the agent for the individual exercising the option and, at the time such
certificate or certificates are delivered, the broker tenders to the
Company cash (or cash equivalents acceptable to the Company) equal to the
exercise price per share for the shares of common stock purchased
pursuant to the exercise of the option plus the amount (if any) of
federal and/or other taxes which the Company may, in its judgment, be
required to withhold with respect to the exercise of the option;
(c) payment of the amount of tax required to be withheld (if any) by the
Company or any parent or subsidiary corporation as a result of the
exercise of an option in any combination of the payment methods set forth
in subparagraph 6.3(b); and
(d) delivery of a written notice to the Company requesting that the
Company direct the transfer agent to issue to the Optionee (or to his
designee) a certificate for the number of
23
shares of common stock for which the Option was exercised or, in the case
of a cashless exercise, for any shares that were not sold in the cashless
exercise.
Any certificate(s) for shares of outstanding common stock of the Company used to
pay the exercise price shall be accompanied by stock power(s) duly endorsed in
blank by the registered holder of the certificate(s) (with the signature thereon
guaranteed). In the event the certificate(s) tendered by the optionee in such
payment cover more shares than are required for such payment, the certificate(s)
shall also be accompanied by instructions from the optionee to the Company's
transfer agent with respect to disposition of the balance of the shares covered
thereby.
6.4 TERM OF OPTION. No option granted under the Plan shall be
exercisable after the expiration of the earlier of (i) ten years following
the date the option is granted or (ii) one year following the date the
optionee ceases to be a director of the Company for any reason.
6.5 VESTING. An option shall become exercisable as to one-third of the
shares subject to the option on each anniversary of the date the option is
granted if the director to whom the option is granted is still a director of
the Company on such anniversary; provided, however, each Initial Option
issued to a director who became an Eligible Director prior to the date on
which the shareholders approve this Plan, shall become exercisable as to
one-third of the shares subject to the Initial Option on each anniversary of
the date on which such director became an Eligible Director if such director
is still a director of the Company on such anniversary; and provided
further, however, if an option is not granted because there are insufficient
shares available for issuance under the Plan, if and when such option is
later granted, such option shall become exercisable as to one-third of the
shares subject to the option on each anniversary of the date the option
would have been automatically granted if there were sufficient shares
available for issuance under this Plan if the director to whom the option is
granted is still a director of the Company on such anniversary.
6.6 EXERCISE AND TRANSFER OF OPTION.
(a) An option shall not be transferable except by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code, or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder (a
"QDRO"), and shall be exercisable during the lifetime of the person to
whom the option is granted only by such person or by his guardian or
legal representative or any transferee pursuant to a QDRO.
(b) Notwithstanding anything to the contrary contained herein, an option
may not be exercised unless the shares issuable upon exercise of such
option are then registered under the Securities Act of 1933, as amended
(the "Securities Act") or, if such shares are not then so registered, the
Company has determined that such exercise and issuance would be exempt
from the registration requirements of the Securities Act.
6.7 RIGHTS AS A SHAREHOLDER OR DIRECTOR. An optionee or transferee of
an option shall have no rights as a shareholder of the Company with respect
to any shares covered by any option until the date of issuance of a share
certificate for such shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether cash, securities, or other property) or
distribution or other rights for which the record date is prior to the date
such share certificate is issued, except as provided in Section 6.10.
Nothing in the Plan or in any option agreement shall confer upon any
director any right to continue as a director of the Company or any of its
subsidiaries, to be nominated to serve as a director, or to receive any
particular rate of compensation.
6.8 NO FRACTIONAL SHARES. In no event shall the Company be required to
issue fractional shares upon the exercise of an option.
24
6.9 EXERCISABILITY IN THE EVENT OF DEATH. In the event of the death of
an optionee, any option (or unexercised portion thereof) held by the
optionee, to the extent exercisable by him or her on the date of death, may
be exercised by the optionee's personal representatives, heirs, or legatees
subject to the provisions of Sections 6.4 through 6.6 hereof.
6.10 RECAPITALIZATION OR REORGANIZATION OF COMPANY. Except as
otherwise provided herein, appropriate and proportionate adjustments shall
be made in the number and class of shares subject to the Plan and to the
option rights granted under the Plan, and the exercise price of such option
rights, in the event of a stock dividend (but only on common stock), stock
split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation, or like change in the capital structure of the
Company. In the event of a liquidation of the Company, or a merger,
reorganization, or consolidation of the Company with any other corporation
in which the Company is not the surviving corporation or the Company becomes
a subsidiary of another corporation, any unexercised options theretofore
granted under the Plan shall be deemed cancelled unless the surviving
corporation in any such merger, reorganization, or consolidation elects to
assume the options under the Plan or to use substitute options in place
thereof; provided, however, that, notwithstanding the foregoing, if such
options would otherwise be cancelled in accordance with the foregoing, the
optionee shall have the right, exercisable during a ten-day period ending on
the fifth day prior to such liquidation, merger, or consolidation, to fully
exercise the optionee's option in whole or in part without regard to any
installment exercise provisions otherwise provided by Section 6.5.
6.11 MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS. Subject to the
terms and conditions and within the limitations of the Plan, the Board or
Committee may modify, extend, or renew outstanding options granted under the
Plan, accept the surrender of outstanding options (to the extent not
theretofore exercised), and authorize the granting of new options in
substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, no modification of an option shall
(i) without the consent of the optionee, alter or impair any rights of the
optionee under the option, (ii) adversely affect the qualification of the
Plan or any other stock-related plan of the Company under Rule 16b-3 under
the Securities Exchange Act of 1934 or any successor provision, or
(iii) except as provided in Section 6.10, change the exercise price,
increase the number of shares to which the option relates, or extend the
term of the option.
6.12 OTHER PROVISIONS. Each option may contain such other terms,
provisions, and conditions not inconsistent with the Plan as may be
determined by the Board or Committee.
7. TERMINATION OR AMENDMENT OF PLAN. The Board may at any time terminate
or amend the Plan; provided that, without approval of the shareholders of the
Company, there shall be, except by operation of the provisions of Section 6.10,
no increase in the total number of shares covered by the Plan, no increase in
the total number of shares subject to any option granted under the Plan, no
change in the class of directors eligible to receive options granted under the
Plan, no material increase in the benefits accruing to participants under the
Plan, no reduction in the exercise price of options granted under the Plan, and
no extension of the latest date upon which options may be exercised; and
provided further that, without the consent of the optionee, no amendment may
adversely affect any then outstanding option or any unexercised portion thereof
held by the optionee.
8. INDEMNIFICATION. In addition to such other rights of indemnification as
they may have as members of the Board or the Committee, the members of the Board
or the Committee administering the Plan shall be indemnified by the Company
against reasonable expenses, including attorney's fees, actually and necessarily
incurred in connection with the defense of any action, suit, or proceeding, or
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any option granted thereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by
25
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any action, suit, or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit, or
proceeding that such member is liable for negligence or misconduct in the
performance of his duties, provided that within 60 days after institution of any
such action, suit, or proceeding, the member shall in writing offer the Company
the opportunity, at its own expense, to handle and defend the same.
9. COVENANTS OF THE COMPANY.
9.1 AVAILABLE SHARES. During the terms of the options granted under
the Plan, the Company shall keep available at all times the number of shares
of stock required to satisfy such options.
9.2 APPROVALS. The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may
be required to issue and sell shares of stock upon exercise of the options
granted under the Plan; provided, however, that this undertaking shall not
require the Company to register under the Securities Act either the Plan,
any option granted under the Plan or any stock issued or issuable pursuant
to any such option. If the Company is unable to obtain from any such
regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan,
the Company shall be relieved from any liability for failure to issue and
sell stock upon exercise of such options.
10. EFFECTIVE DATE OF AMENDMENT AND TERM OF PLAN. The Plan shall become
effective on the date hereof, subject to approval of the Plan by the
shareholders of the Company. If such approval does not occur by September 30,
2001, the Plan will not become effective. Unless sooner terminated by the Board
in its sole discretion, the Plan will expire on December 31, 2010.
Dated: April 19, 2001
COASTCAST CORPORATION
By: -----------------------------------------
Hans Buehler, Chief Executive Officer
By:
-----------------------------------------
Norman Fujitaki, Secretary
26
COASTCAST CORPORATION
3025 EAST VICTORIA STREET
RANCHO DOMINGUEZ, CALIFORNIA 90221
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Hans H. Buehler and Edwin A. Levy as Proxies,
each with the power to appoint his substitute, and hereby authorizes them or
either of them to represent and to vote as designated below, all the shares
of common stock of Coastcast Corporation held of record by the undersigned on
April 23, 2001, at the Annual Meeting of Shareholders to be held on June 20,
2001, or any adjournment thereof.
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-- FOLD AND DETACH HERE --
Please mark
your votes as
indicated in
this example /X/
1. ELECTION OF DIRECTORS
/ / FOR all nominees below (EXCEPT AS MARKED TO THE CONTRARY BELOW)
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE MARK
THE LINES NEXT TO THE NOMINEE'S NAME BELOW:
Hans H. Buehler ______ Robert H. Goon ______ Edwin A. Levy ______
Gary V. Meloni ______ Lee E. Mikles ______ Paul A. Novelly ______
2. APPROVAL OF COASTCAST CORPORATION 2001 NON-EMPLOYEE DIRECTOR STOCK
OPTION PLAN
/ / FOR / / AGAINST / / ABSTAIN
3. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the Proxies 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 SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as 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.
Signature(s) Dated , 2001
-------------------------------------------------- -----
PLEASE READ, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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-- FOLD AND DETACH HERE --