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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-12
Sports Resorts International Inc.
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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)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
[ ] 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[SPORTS RESORTS INTERNATIONAL INC. LOGO]
SPORTS RESORTS INTERNATIONAL, INC.
951 AIKEN ROAD
OWOSSO, MICHIGAN 48867
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Sports Resorts International, Inc.
(the "Company") will be held at the Company's offices at 951 Aiken Road, Owosso,
Michigan on Friday, October 19, 2001 at 10:00 a.m. local time, for the following
purposes:
1. To elect three Directors to the Board of Directors.
2. To confirm the appointment of Deloitte & Touche LLP as the independent
auditors of the Company for the current fiscal year.
3. To transact any other business that may properly come before the
meeting.
Shareholders of record at the close of business on October 3, 2001 are
entitled to notice of and to vote at the meeting and any adjournment of the
meeting. The following Proxy Statement and enclosed form of proxy are being
furnished to holders of the Company's Common Stock on and after October 3, 2001.
By Order of the Board of Directors
/s/ DONALD J. WILLIAMSON
Donald J. Williamson, Chairman of the
Board and Chief Executive Officer
October 3, 2001
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING. EVEN IF YOU EXPECT TO ATTEND THE MEETING,
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.
3
SPORTS RESORTS INTERNATIONAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 19, 2001
PROXY STATEMENT
This Proxy Statement and the enclosed proxy are being furnished on and
after October 3, 2001 to the holders of Common Stock, $0.01 par value, of Sports
Resorts International, Inc. (the "Company") in connection with the solicitation
by the Company's Board of Directors of proxies for use at the annual meeting of
shareholders to be held on Friday, October 19, 2001 and at any adjournment of
that meeting. The annual meeting will be held at the Company's offices at 951
Aiken Road, Owosso, Michigan 48867, at 10:00 a.m. local time.
The purpose of the annual meeting is to consider and vote upon: (1) the
election of three Directors to the Board of Directors, (2) the confirmation of
Deloitte & Touche LLP as the Company's independent auditors for the current
fiscal year and (3) such other business as may properly come before the meeting.
If a proxy in the form distributed by the Company is properly executed and
returned to the Company, the shares represented by that proxy will be voted at
the annual meeting of shareholders and at any adjournment of that meeting. If a
shareholder specifies a choice, the proxy will be voted as specified. If no
choice is specified, the shares represented by the proxy will be voted for the
election of all nominees of the Board of Directors named in this Proxy Statement
and the confirmation of Deloitte & Touche LLP as the Company's independent
auditors for the current fiscal year. The Company's management does not know of
any other matters to be presented at the annual meeting. If other matters are
presented, all shares represented by the proxy will be voted in accordance with
the judgement of the persons named as proxies with respect to those other
matters.
A proxy may be revoked at any time prior to its exercise by written notice
delivered to the Secretary of the Company. A proxy may also be revoked by
attending and voting at the annual meeting.
Solicitation of proxies will be made initially by mail. Directors, officers
and employees of the Company may also solicit proxies in person or by telephone
without additional compensation. In addition, proxies may be solicited by
nominees and other fiduciaries who may mail material to or otherwise communicate
with the beneficial owners of shares held by them. All expenses of solicitation
of proxies will be paid by the Company.
All references to shares of Common Stock throughout this Proxy Statement
are reflective of the 2 for 1 stock split to shareholders of record on August 9,
2001. The stock split was paid September 6, 2001.
ELECTION OF DIRECTORS
The Board of Directors has nominated the following three persons for
reelection to the Company's Board of Directors:
Ted M. Gans
Donald R. Gorman
Donald J. Williamson
It is the intent of the persons named in the accompanying proxy to vote for
the election of the three nominees listed above. The proposed nominees are
willing to be elected and to serve. If any nominee is unable to serve or is
otherwise unavailable for election, which is not contemplated, the incumbent
Directors may or may not select a substitute nominee. If a substitute nominee is
selected, all proxies will be voted for the person so selected. If a substitute
nominee is not selected, all proxies will be voted for the election of the
remaining nominees. Proxies will not be voted for a greater number of persons
than the number of nominees named.
A plurality of the shares represented in person or by proxy and voting at
the meeting is required to elect Directors. For the purpose of counting votes on
the election of Directors, abstentions, broker non-votes and other shares not
voted will not be counted as shares voted, and the number of shares for which a
plurality is required will be reduced by the number of shares not voted.
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The shares represented by proxies received from the Company's shareholders
will be voted FOR election of the Boards' nominees for Directors unless an
instruction to withhold a vote for any nominee is specified in the proxy. The
Company has been informed by the holders of approximately 97% of the shares
entitled to vote that they intend to vote in favor of the Board's nominees.
Certain biographical informational concerning the nominees listed above is
set forth below under the heading "Board of Directors."
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS
VOTING SECURITIES
Holders of record of Common Stock at the close of business on October 3,
2001 will be entitled to notice of and to vote at the annual meeting and any
adjournment of the meeting. As of September 19, 2001, there were 48,355,610
shares of Common Stock outstanding, each having one vote on each matter
presented for shareholder action. Shares cannot be voted unless the shareholder
is present at the meeting or represented by proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning the number of shares
of Common Stock held by each shareholder who is known to the Company's
management to be the beneficial owner of more than 5% of the outstanding shares
as of September 19, 2001:
<Table>
<Caption>
NAME AND ADDRESS AMOUNT OF NATURE OF
OF BENEFICIAL BENEFICIAL BENEFICIAL PERCENT OF
OWNER OF COMMON STOCK OWNERSHIP OWNERSHIP CLASS(1)
--------------------- ---------- ---------- ----------
Donald J. Williamson............ 23,813,560 shares Sole voting and investment power 49.2%
951 Aiken Road 0 shares Shared voting or investment power 0.0%
Owosso, MI 48867
Patsy L. Williamson............. 23,265,000 shares Sole voting and investment power 48.1%
951 Aiken Road 0 shares Shared voting or investment power 0.0%
Owosso, MI 48867
</Table>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of shares of Common
Stock, held as of September 19, 2001 by each director, each of the named
executive officers and by all directors and executive officers of the Company as
a group:
<Table>
<Caption>
AMOUNT OF NATURE OF
NAME OF BENEFICIAL BENEFICIAL BENEFICIAL PERCENT OF
OWNER OF COMMON STOCK OWNERSHIP OWNERSHIP CLASS(1)
--------------------- ---------- ---------- ----------
Maureen C. Cronin(2)(3)......... 13,320 shares Sole voting and investment power *
0 shares Shared voting or investment power *
J. Daniel Frisina(2)(3)......... 34,850 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Ted M. Gans(2)(3)............... 34,850 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Donald R. Gorman(2)(3).......... 33,800 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Eric Hipple(2)(3)............... 13,320 shares Sole voting and investment power *
0 shares Shared voting or investment power *
</Table>
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<Table>
<Caption>
AMOUNT OF NATURE OF
NAME OF BENEFICIAL BENEFICIAL BENEFICIAL PERCENT OF
OWNER OF COMMON STOCK OWNERSHIP OWNERSHIP CLASS(1)
--------------------- ---------- ---------- ----------
Ronald J. Rolak (2)(3).......... 17,730 shares Sole voting and investment power *
12,600 shares Shared voting or investment power *
William Singleterry(4).......... 20,000 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Gregory T. Strzynski(4)......... 10,000 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Donald J. Williamson(2)(5)...... 23,813,560 shares Sole voting and investment power 49.2%
0 shares Shared voting or investment power *
Directors and Officers as a
group(5)...................... 23,991,430 shares Sole voting and investment power 49.6%
12,600 shares Shared voting or investment power *
</Table>
-------------------------
* Does not exceed 1%.
(1) Percentages: The percentages set forth in this column were calculated on the
basis of 48,355,610 shares of Common Stock outstanding as of September 19,
2001, plus shares of Common Stock subject to options held by the listed
persons that were exercisable on September 19, 2001 or that will become
exercisable within 60 days after September 19, 2001. Shares subject to such
options are considered to be outstanding for purposes of this chart. The
number of shares subject to such options for each listed person is set forth
below:
<Table>
<Caption>
WEIGHTED
AVERAGE
DIRECTOR/OFFICER OPTIONS EXERCISE PRICE
---------------- ------- --------------
Maureen C. Cronin........................................... 13,320 $3.13
J. Daniel Frisina........................................... 34,850 3.20
Ted M. Gans................................................. 34,850 3.20
Donald R. Gorman............................................ 33,800 3.20
Eric Hipple................................................. 13,320 3.13
Ronald J. Rolak............................................. 17,730 3.08
William Singleterry......................................... 20,000 3.13
Gregory T. Strzynski........................................ 10,000 3.00
Donald J. Williamson........................................ 10,000 3.00
------- -----
All directors and executive officers as a group............. 187,870 $3.15
======= =====
</Table>
(2) Stock Option Grants to Directors: Pursuant to the Company's 1995 Long-Term
Incentive Plan (the "LTIP"), the Company's Board of Directors in February
1997 and September 2000 granted to each person who was then a non-employee
Director of the Company options to acquire up to 10,000 shares of Common
Stock. These stock options are currently exercisable.
(3) Automatic Stock Option Grants to Non-Employee Directors: Under the LTIP,
each non-employee director of the Company receives an automatic grant of
options in March and September of each year. The number of shares subject to
each option started at 1,000 when the LTIP was inaugurated in 1996. Under
the terms of the LTIP, for each grant after that time the number of shares
subject to each option increases by 5% from the previous grant. When a new
non-employee Director is elected or appointed to the Board, he or she will
immediately receive an option in an amount equal to the last grant. Messrs.
Frisina, Gans, Gorman and Rolak were each granted options to purchase 1,540
shares of Common Stock on March 1, 2000, and Messrs. Frisina, Gans, Gorman,
and Rolak were each granted options to purchase 1,620 shares of Common Stock
on September 1, 2000. Ms. Cronin and Mr. Hipple were also granted options to
acquire 1,620 shares upon their election to the Board of Directors in
September, 2000. On March 1, 2001 Ms. Cronin and Messrs. Frisina, Gans,
Gorman, Hipple and Rolak
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were each granted options to acquire 1,700 shares of Common Stock on
September 1, 2001. All of these options are currently exercisable.
(4) William Singleterry/Gregory Strzynski: In February 1997, Mr. Singleterry was
granted options to acquire up to 10,000 shares of Common Stock. In September
2000, Mr. Singleterry and Mr. Strzynski were granted options to purchase up
to 10,000 shares of Common Stock. These stock options are currently
exercisable.
(5) Total Stock Ownership: Excludes the 23,265,000 shares of Common Stock owned
by Patsy Williamson, the wife of Donald J. Williamson. See "Security
Ownership of Certain Beneficial Owners" above.
BOARD OF DIRECTORS
The Company's Board of Directors currently consists of seven members, three
of whom are standing for reelection. The members of the Company's Board of
Directors are (in alphabetical order): Maureen C. Cronin, J. Daniel Frisina, Ted
M. Gans, Donald R. Gorman, Eric Hipple, Ronald J. Rolak, and Donald J.
Williamson.
The Company's Board of Directors is classified into three groups, only one
of which stands for reelection at each annual meeting of shareholders. The terms
of the current Directors are as follows:
<Table>
<Caption>
DIRECTOR TERM EXPIRES
-------- ------------
Maureen C. Cronin........................................... 2003
J. Daniel Frisina........................................... 2002
Ted M. Gans................................................. 2001
Donald R. Gorman............................................ 2001
Eric Hipple................................................. 2003
Ronald J. Rolak............................................. 2002
Donald J. Williamson........................................ 2001
</Table>
INCUMBENT DIRECTORS NOMINATED FOR REELECTION
TED M. GANS (66). Mr. Gans is a Director of the Company and a Director of
The Colonel's Truck Accessories, Inc. ("CTA"). Mr. Gans' principal occupation
since 1965 has been as the President and Director of Ted M. Gans, P.C., a law
firm in Bloomfield Hills, Michigan, of which he is the sole owner. Mr. Gans also
serves as a Director of Patsy Lou Williamson Buick-GMC, Inc., a company wholly
owned by Patsy L. Williamson, the wife of Donald J. Williamson. Mr. Gans serves
on the Executive Committee, the Compensation Committee and the Nominating
Committee of the Board of Directors. He has served as a Director of the Company
since 1995. His current term as a Director of the Company expires in 2001.
DONALD R. GORMAN (69). Mr. Gorman is a Director of the Company. Since 1958
Mr. Gorman has been owner and President of P.G. Products, Inc., of Cincinnati,
Ohio, which prior to the sale of the assets of The Colonel's in December 1998
was one of the Company's major customers. Mr. Gorman serves on the Compensation
Committee and the Nominating Committee of the Board of Directors. He has served
as a Director of the Company since 1997. His current term as a Director of the
Company expires in 2001.
DONALD J. WILLIAMSON (67). Mr. Williamson is the founder of the Company and
is a Director and the Chairman of the Board and Chief Executive Officer of the
Company. He is also a Director and officer of each of the Company's
subsidiaries. From November 1995 until February 1997 he was the President, Chief
Executive Officer and a Director of the Company. Between February 1997 and May
1998, Mr. Williamson served as a consultant to the Company. Mr. Williamson
serves on the Executive Committee of the Board of Directors. He has served as a
Director of the Company since 1995. His current term as a Director of the
Company expires in 2001.
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INCUMBENT DIRECTORS - TERMS EXPIRING IN 2002
J. DANIEL FRISINA (53). Mr. Frisina is a Director of the Company and a
Director of The Colonel's Brainerd International Raceway, Inc. ("CBIR"). Mr.
Frisina's principal occupation is an independent consultant to manufacturers and
distributors in the automotive parts industry. Mr. Frisina is also a principal
and President of Boomers Investment Group, which invests in and manages
restaurants, lounges and other hospitality service companies. Previously he was
a Director of Global Development for Shyi Tan Enterprises, a Taiwanese
manufacturer of autobody parts from 1996 to 1999. He also served as a consultant
for Cheng Hong Legion Co., Ltd. (from 1992 to 1996). He was the Chairman of the
Board of the Autobody Parts Association, an association that represents the
interests of the distributors, suppliers and manufacturers of alternative
collision replacement parts. He served as President of The Colonel's from 1988
through 1991. He served as Treasurer and Chief Financial Officer of Brainerd
International, Inc., the Company's predecessor, during 1995. Mr. Frisina serves
on the Audit Committee of the Board of Directors. He has served as a Director of
the Company since 1995. His current term as a Director of the Company expires in
2002.
RONALD J. ROLAK (53). Mr. Rolak is a Director of the Company. Mr. Rolak is
the Development Director for the Powers Catholic High School Educational Trust
Fund, in Flint, Michigan. He has held this position since 1986. From 1973 to
1986, Mr. Rolak was a high school instructor and a varsity football coach at
Powers Catholic High School. Mr. Rolak also serves as a director of a number of
charitable organizations in Genessee County, Michigan. Mr. Rolak serves on the
Audit Committee, the Compensation Committee and the Nominating Committee of the
Board of Directors. He has served as a Director of the Company since 1999. His
current term as a Director of the Company expires in 2002.
INCUMBENT DIRECTORS - TERMS EXPIRING IN 2003
MAUREEN C. CRONIN (57) Ms. Cronin is a Director of the Company. Ms. Cronin
was an Investment Specialist with Charles Schwab & Company in West Palm Beach,
Florida from 1995 to 2000. From 1994 to 1995, she served as Vice President of
Ted Williams Family Enterprises in Citrus Hills, Florida. From 1991 to 1994, she
served as a Financial Consultant and Broker with Salomon Smith Barney/Dean
Witter, in Boston, Massachusetts. Ms. Cronin serves as the Chairperson of the
Audit Committee. Ms. Cronin has served as a Director since September 2000. Her
current term as a Director expires in 2003.
ERIC HIPPLE (44). Mr. Hipple is a Director of the Company. Mr. Hipple is an
independent consultant to the Clio Agency, Inc., a company wholly owned by
Donald J. Williamson, and also to Patsy Lou Williamson Buick-GMC, Inc., a
company wholly owned by Patsy L. Williamson, the wife of Donald J. Williamson.
Mr. Hipple is a former quarterback for the Detroit Lions. He finished his career
in the National Football League in 1989. From 1990 to 1997, he was the President
and owner of Hipple & Associates, an insurance agency in Brighton, Michigan.
From 1995 to the present, he has served as a football analyst with a Fox
television affiliate in the Detroit area. He has also served as a Senior Account
Representative with Rho-Mar Agency, an insurance agency located in Farmington
Hills, Michigan. Mr. Hipple serves as a director of a number of charitable
organizations in Michigan. Mr. Hipple serves on the Executive Committee of the
Board of Directors. He has served as a Director of the Company since September
2000. His current term as a Director of the Company expires in 2003.
BOARD COMMITTEES AND MEETINGS
The Company's Board of Directors has four standing committees: the
Executive Committee, the Nominating Committee, the Compensation Committee and
the Audit Committee. Each member of the Committees described below is also a
Director of the Company.
Executive Committee: The Executive Committee has the full power of the
Board in the management of the business and affairs of the Company, except the
power to change the membership of or to fill vacancies in the Board of Directors
or the Executive Committee, the power to amend, add to, rescind or repeal the
Bylaws of the Company; or any other powers that, under Michigan law, may not be
delegated to it by the Board of Directors. The Executive Committee exists for
the purpose of acting on behalf of the Board where Board action is required
between regularly scheduled meetings and where it would be impractical to
convene special Board meetings. Messrs. Williamson, Gans and Hipple currently
serve on the Executive Committee. The Executive Committee met one time in 2000.
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Compensation Committee: The Compensation Committee is responsible for
establishing the compensation of the executive officers of the Company and its
subsidiaries. Messrs. Gans, Gorman and Rolak currently serve on the Compensation
Committee. The Compensation Committee met one time in 2000.
Audit Committee: The Audit Committee reviews audit plans submitted by the
independent auditors with respect to the scope of procedures that will be
performed and the fee that will be charged. The Audit Committee also reviews the
results of the independent audit each year, including any associated
recommendations on internal controls. Ms. Cronin and Messrs. Frisina and Rolak
currently serve on the Audit Committee. The Audit Committee met one time in
2000.
Nominating Committee: The Nominating Committee exists for the purpose of
developing and recommending to the Board of Directors criteria for the selection
of candidates for Director, seeking out and receiving suggestions concerning
possible candidates, reviewing and evaluating the qualifications of possible
candidates and recommending to the Board of Directors candidates for vacancies
occurring from time to time and for the slate of Directors to be proposed on
behalf of the Board of Directors at annual meetings of shareholders. Messrs.
Gans, Gorman and Rolak currently serve on the Nominating Committee. The
Nominating Committee met one time in 2000.
The Nominating Committee will consider nominees recommended by
shareholders. To be timely, a shareholder's nomination notice must be delivered
to or mailed and received at the Company's principal executive offices not less
than 40 days nor more than 60 days prior to the date of a meeting at which
Directors will be elected (an "Election Meeting") as originally scheduled.
However, if less than 50 days notice or prior public disclosures of the date of
the Election Meeting is given or made to shareholders, a notice by a shareholder
will be considered timely if it is so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the Election Meeting was mailed or such public disclosure was made. Any such
nominations should be in writing and state the name, age and address of the
nominee, his or her educational and employment background, his or her present
employment and a full and complete statement as to the qualifications of the
nominee to serve as a Director, as specified in the Company's Bylaws. The
Nominating Committee will not consider any nomination that does not provide this
information.
The Company's full Board of Directors met one time in 2000. Each of the
Directors of the Company attended 75% or more of the aggregate of (1) the total
number of meetings of the Board of Directors and (2) the total number of
meetings held by all committees of the Board of Directors on which he or she
served (during the periods that he or she served).
EXECUTIVE OFFICERS
As mentioned above, Mr. Williamson is the Chairman of the Board and Chief
Executive Officer of the Company. Two additional executive officers are:
GREGORY T. STRZYNSKI (42). Mr. Strzynski is the Chief Financial Officer of
the Company. He joined the Company in August 1999. Mr. Strzynski was the
Corporate Controller of Kitty Hawk International, Inc., formerly known as
American International Airways, Inc., from 1993 to 1999. From 1990 to 1993, he
served as Corporate Controller for United Solar Systems Corp., a joint venture
research and development company between Energy Conversion Devices, Inc. and
Canon, Inc. of Japan. From 1988 to 1989 he was Corporate Controller for Armada
Products Company, an automotive supplier.
WILLIAM SINGLETERRY (56). Mr. Singleterry is the Vice President of
Marketing and Development of the Company. He also serves as the President of
CTA. Mr. Singleterry served as the Director of Operations for the Bumper
Division of The Colonel's from 1991 to 1998. Prior to that time, he was the
Regional Sales Manager. From 1982 to 1989, he served as General Manager for Auto
Body Connection, a bumper manufacturer and distributor.
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EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following Summary Compensation Table shows certain information
concerning the compensation earned during each of the three fiscal years in the
period ended December 31, 2000, of the Chief Executive Officer of the Company
and each executive officer of the Company whose cash compensation exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
-------------------------------------------- ------------
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
------------------ ---- ------ ----- ------------ ----------
Donald J. Williamson..................... 2000 $166,923 $ 0 $0 10,000
Chairman of the Board, 1999 520,000 0 0 0
Chief Executive Officer and Director 1998 510,000 946,315 0 0
Mark German(1)........................... 2000 $ 45,000 $ 0 $0 0
(Former) President 1999 130,000 0 0 0
and Director 1998 85,000 0 0 0
William Singleterry...................... 2000 $148,354 $ 0 $0 10,000
Vice President of 1999 158,653 0 0 0
Development 1998 152,884 6,000 0 0
Gregory T. Strzynski(2).................. 2000 $ 96,827 $ 21,500 $0 10,000
Chief Financial Officer 1999 38,365 6,000 0 0
John Carpenter(3)........................ 2000 $122,559 $ 0 $0 0
(Former) Director of Sales 1999 122,232 0 0 0
and Marketing of CTA 1998 118,777 0 0 0
</Table>
-------------------------
(1) Compensation for 2000 represents approximately five months rather than a
full year because Mr. German left the Company in 2000. Compensation for 1998
represents approximately eight months rather than a full year because Mr.
German joined the Company in April 1998. Mr. German is the former President
of CRL.
(2) Compensation for 1999 represents approximately five months rather than a
full year because Mr. Strzynski joined the company in August 1999.
(3) Mr. Carpenter left the Company in July 2001.
STOCK OPTIONS
Pursuant to the automatic grant provisions of the Company's 1995 Long-Term
Incentive Plan (the "LTIP"), during 2000 Ms. Cronin, Messrs. Frisina, Gans,
Gorman, Hipple, and Rolak received options to purchase a total of 15,880 shares
of Common Stock. Additionally, in September 2000, each director and Messrs.
Singleterry and Strzynski received options to purchase 10,000 shares of Common
Stock. None of the Company's Officers or Directors exercised any of their
outstanding options during 2000.
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OPTION GRANTS IN LAST FISCAL YEAR
<Table>
<Caption>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS OF OPTION TERM
--------------------------------------------------------- ------------------------
% OF TOTAL
OPTIONS
NUMBER OF GRANTED TO
SECURITIES EMPLOYEES/ EXERCISE OR
UNDERLYING DIRECTORS BASE PRICE EXPIRATION
NAME OPTIONS IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- -------------- ----------- ---------- ----- ------
Donald J. Williamson.......... 10,000 9% $3.00 9/28/10 $396,204 $525,935
William Singleterry........... 10,000 9% $3.00 9/28/10 $396,204 $525,935
Gregory T. Strzynski.......... 10,000 9% $3.00 9/28/10 $396,204 $525,935
</Table>
FISCAL YEAR-END OPTION VALUES
<Table>
<Caption>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Donald J. Williamson........................... 0 10,000 $ 0 $8,438
William Singleterry............................ 10,000 10,000 5,938 8,438
Gregory T. Strzynski........................... 0 10,000 0 8,438
</Table>
-------------------------
(1) Based on the market value of the Company's Common Stock as of December 31,
2000 ($3.8437 per share), minus the exercise price, multiplied by the number
of options.
COMPENSATION OF DIRECTORS
No compensation was paid to any Director of the Company for services
rendered in such capacity during 2000. Directors who are not full-time employees
may be reimbursed for expenses incurred in attending meetings of the Board of
Directors and committees thereof.
PENSION PLAN
The Company does not have a pension plan, a defined benefit plan or an
actuarial plan.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Generally, the Company does not have any employment agreements,
termination-of-employment agreements or change-in-control agreements with any
executive officer. However, The Colonel's and John Carpenter, CTA's former
Director of Sales and Marketing entered into an employment agreement dated July
15, 1996. Effective January 1, 1997, this agreement was transferred to CTA. This
agreement, which had a five year term, expired in July 2001. The agreement
contains Mr. Carpenter's covenant not to compete for a period of two years from
the date of the termination of his employment. Mr. Carpenter left the Company in
July 2001.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Gans, Gorman and Rolak are members of the Compensation Committee of
the Board of Directors. No other Directors or executive officers of the Company
took part in deliberations concerning the compensation of executive officers of
the Company during fiscal 2000. None of Messrs. Gans, Gorman or
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Rolak has any employment relationship with the Company or any of its
subsidiaries. However, Mr. Gans is a Director of the Company and practices law
with Ted M. Gans, P.C. During the past year, as well as the current year, the
Company and its subsidiaries retained Ted M. Gans, P.C. for certain legal
services. Fees charged for 2000 were approximately $48,000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors currently consists of
Messrs. Gans, Gorman and Rolak.
The basic compensation philosophy of the Company is to provide competitive
salaries. The Company's executive compensation policies are designed to achieve
two primary objectives:
- Attract and retain well-qualified executives who will lead the Company
and achieve and inspire superior performance;
- Provide incentives for the achievement of long-term financial goals.
Executive compensation consists primarily of two components: base salary
and benefits; and amounts paid (if any) under the Company's LTIP. Each component
of compensation is designed to accomplish one or both of the compensation
objectives.
The participation of specific executive officers and other key employees in
the Company's LTIP is recommended by the Board's Compensation Committee and all
recommendations (including the level of participation) are reviewed, modified
(to the extent appropriate) and approved by the Board.
BASE SALARY
To attract and retain well-qualified executives, it is the Compensation
Committee's policy to establish base salaries at levels and provide benefit
packages that are considered to be competitive. Base salaries of executive
officers are determined by the Board of Directors on an individual basis. In
determining the base salary for an executive officer, the Compensation Committee
will recommend to the full Board for approval a base salary for the officer
determined by the Compensation Committee taking into consideration factors
including: (1) the individual's performance, (2) the individual's contributions
to the Company's success, (3) the level and scope of the individual's
responsibilities, (4) the individual's tenure with the Company and in his or her
position and (5) pay practices for similar positions by comparable companies.
LONG-TERM INCENTIVE PLAN
The LTIP is used primarily to grant stock options. However, the LTIP also
permits grants of restricted stock, stock awards, stock appreciation rights and
tax benefit rights if determined to be desirable to advance the purposes of the
LTIP. These grants and awards are referred to as "Incentive Awards." By
combining in a single plan many types of incentives commonly used in long-term
incentive compensation programs, the LTIP provides significant flexibility to
the Compensation Committee to tailor specific long-term incentives that would
best promote the objectives of the LTIP and in turn promote the interests of the
Company's shareholders.
Directors, executive officers and other key employees of the Company and
its subsidiaries are eligible to receive Incentive Awards under the LTIP. A
maximum of 2,000,000 shares of Common Stock (subject to certain antidilution
adjustments) are available for Incentive Awards under the LTIP. Of the 2,000,000
shares authorized for Incentive Awards under the LTIP, only one-half can be
awarded as restricted stock.
The LTIP is administered by the Compensation Committee, which is comprised
of non-employee Directors, none of whom participates or is eligible to
participate in any long-term incentive plan of the Company or its subsidiaries,
except for nondiscretionary stock option grants based upon a specified formula,
and if the Board so determines, each of whom must be an "outside director" as
defined in the rules issued pursuant to Section 162(m) of the Internal Revenue
Code. The Compensation Committee makes determinations, subject to the terms of
the LTIP, as to the persons to receive Incentive Awards, the amount of Incentive
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Awards to be granted to each person, the terms of each grant and all other
determinations necessary or advisable for administration of the LTIP.
The LTIP was approved by the shareholders of Brainerd International, Inc.,
the Company's predecessor, on November 21, 1995. During 2000, Ms. Cronin,
Messrs. Frisina, Gans, Gorman, Hipple, and Rolak, as non-employee Directors of
the Company, each received automatic stock option grants covering a total of
15,880 shares of Common Stock. Additionally, in September 2000, each director
and Messrs. Singleterry and Strzynski received options to purchase 10,000 shares
of Common Stock.
SECTION 162(M)
Section 162(m) of the Internal Revenue Code provides that publicly held
corporations may not deduct compensation paid to certain executive officers in
excess of $1 million annually, with certain exemptions. The Company has examined
its executive compensation policies in light of Section 162(m) and the
regulations adopted by the Internal Revenue Service to implement that section.
It is not expected that any portion of the Company's deduction for employee
remuneration will be disallowed in 2001 or in future years by reason of actions
expected to be taken in 2001.
Respectfully submitted,
Ted M. Gans
Donald R. Gorman
Ronald Rolak
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LEGAL PROCEEDINGS
The Company does not believe that any of its Directors, executive officers,
promoters or control persons are involved in legal proceedings within the
meaning of Item 401(f) of Securities and Exchange Commission Regulation S-K.
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock to the Nasdaq Domestic Index and an index of peer
companies that produce automobile replacement parts, assuming an investment of
$100.00 at the beginning of the period indicated. Because the Company's Common
Stock began trading on the Nasdaq SmallCap Market on January 2, 1996, the graph
covers the period from January 2, 1996, to the end of 2000.
The Nasdaq Domestic Index is a broad equity market index consisting of
certain domestic companies traded on the Nasdaq Stock Market. The index of peer
companies was constructed by the Company and includes the companies listed in
the footnote to the graph below. In constructing the peer index, the return of
each peer group company was weighted according to its respective stock market
capitalization at the beginning of each period indicated. Cumulative total
stockholder return is measured by dividing: (1) the sum of (a) the cumulative
amount of dividends for the measurement period, assuming dividend reinvestment,
and (b) the difference between the share price at the end and the beginning of
the measurement period; by (2) the share price at the beginning of the
measurement period.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
[PERFORMANCE GRAPH]
<Table>
<Caption>
SPORTS RESORTS
INTERNATIONAL, INC. NASDAQ US PEER GROUP
------------------- --------- ----------
Jan 1996 100.00 100.00 100.00
1996 69.23 123.04 115.98
1997 103.85 150.69 143.03
1998 78.85 212.51 140.86
1999 113.46 394.92 113.30
2000 118.28 237.62 94.69
</Table>
(1) The index of peer companies consists of Applied Industrial Technologies,
Inc.; Autozone Inc.; Dana Corp.; Discount Auto Parts, Inc.; Dura Automotive
Systems, Inc.; Eaton Corporation; Federal Mogul Corp.; Genuine Parts
Company; Hahn Automotive Warehouse, Inc.; Johnson Controls, Inc.; Keystone
Automotive Industries, Inc.; Lear Corporation; Motorcar Parts & Accessories,
Inc.; Newcor Inc.; The Pep Boys; and Tower Automotive, Inc.
The dollar values for total stockholder return plotted in the graph above
are shown in the table below:
<Table>
<Caption>
NASDAQ PEER
DATE THE COMPANY DOMESTIC INDEX INDEX
---- ----------- -------------- -----
January 2, 1996................................... $100.00 $100.00 $100.00
December 31, 1996................................. 69.23 123.04 115.98
</Table>
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<Table>
<Caption>
NASDAQ PEER
DATE THE COMPANY DOMESTIC INDEX INDEX
---- ----------- -------------- -----
December 31, 1997................................. 103.85 150.69 143.03
December 31, 1998................................. 78.85 212.51 140.86
December 31, 1999................................. 113.46 394.92 113.30
December 31, 2000................................. 118.28 237.62 94.69
</Table>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and its subsidiaries are parties to certain transactions with
related parties, which are summarized below. Many of the transactions described
below involve Donald and Patsy Williamson, husband and wife. Mr. Williamson is
the Chairman of the Board, the Chief Executive Officer and a Director of the
Company. Together, Mr. and Mrs. Williamson own approximately 97 percent of the
outstanding shares of the Company's Common Stock.
Promissory Notes from Donald J. Williamson and related entities. On
November 13, 1998, the Company loaned $1,401,000 to Patsy Lou Williamson
Buick-GMC, Inc., a company owned by Mr. Williamson's wife. This loan was
evidenced by a promissory note that was due in full on November 13, 1999 and had
an annual interest rate of at 8%. On April 12, 2000 the due date was extended to
May 15, 2000 by the Company's Board of Directors. On April 14, 2000 the note was
paid in full.
In February 1999, the Company loaned $5,200,000 to South Saginaw, L.L.C., a
limited liability company owned by Mr. Williamson. To evidence this loan, Mr.
Williamson signed a mortgage providing for interest at the annual rate of 8% and
calling for monthly payments of principal and interest of $43,476 beginning
April 1, 1999. Mr. Williamson used the proceeds of this loan to purchase real
property in Davison, Michigan.
Lease of Owosso, Michigan Facility. CTA leases its Owosso, Michigan
facility from 620 Platt Road, L.L.C. Donald and Patsy Lou Williamson are the
sole members of 620 Platt Road L.L.C. Rent expense on this lease was $580,000
and $240,000 for the years ending December 31, 2000 and 1999 respectively.
Accounts Receivable-Related Party. During 2000, the Company paid certain
expenses totaling approximately $863,000 on behalf of 620 Platt Road, L.L.C. and
South Saginaw, L.L.C. These expenses are predominantly for the use of a common
payroll processing service for which direct reimbursement is made as well as a
pro rata share of general insurance coverage.
Williamson Buick-GMC, Inc. Mrs. Williamson owns several automobile
dealerships. The Company engages in certain transactions with these dealerships,
including the purchase of automobiles, parts, and automotive services. During
2000, purchases of automobiles, parts and services by the Company from the
Williamson dealerships were approximately $23,000. CTA sold approximately $8,000
worth of bedliners and truck accessories to the Williamson dealerships in 2000.
Transactions with Directors. Ted M. Gans is a Director of the Company and
practices law with Ted M. Gans, P.C. During the past year and the current year,
the Company retained Ted M. Gans, P.C. for certain legal services and it is
anticipated that the Company will continue to do so. Fees charged for 2000 were
approximately $48,000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors, officers and persons who own more than 10% of the
Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and Nasdaq. Directors, officers and
greater than 10% beneficial owners are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.
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15
To the best of the Company's knowledge, no Director, officer or beneficial
owner of more than 10% of the Company's outstanding Common Stock failed to file
on a timely basis any report required by Section 16(a) of the Exchange Act with
respect to the year ended December 31, 2000.
During the quarter ending June 30, 2001, the Company became aware that one
of its officers, William Singleterry, had engaged in trading in the stock of the
Company that was not in compliance with Section 16 of the Securities Exchange
Act of 1934. As a result, the Company has sought and has received the
disgorgement of any profits that Mr. Singleterry received as result of his
improper trading. During the quarter ending June 30, 2001, Mr. Singleterry paid
the Company $208,126 which was credited to paid in capital. In July 2001, Mr.
Singleterry paid the Company an additional $16,926, satisfying this matter in
its entirely.
SELECTION OF AUDITORS
Subject to the approval of shareholders, the Board of Directors has
reappointed the firm of Deloitte & Touche LLP as independent auditors of the
Company for the current fiscal year.
Deloitte & Touche LLP has audited the financial statements of the Company
and its subsidiaries for the fiscal year ended December 31, 2000.
Representatives of Deloitte & Touche LLP are expected to be present at the
annual meeting, and will have an opportunity to make a statement if they so
desire to do so and are expected to be available to respond to appropriate
questions from shareholders.
The affirmative vote of the holders of a majority of shares of the
Company's Common Stock present in person or by proxy is required to confirm the
appointment of auditors. The shares represented by proxies received from the
Company's shareholders will be voted FOR the proposal unless a vote against the
proposal is specifically indicated in the proxy. For purposes of counting votes
on this proposal, abstentions and broker non-votes will effectively be counted
as votes against the proposal. The Company has been informed by the holders of
approximately 97% of the shares entitled to vote that they intend to vote in
favor of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION
OF THE REAPPOINTMENT OF DELOITTE & TOUCHE LLP
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AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is comprised of three
independent directors and operates under a written charter adopted by the Board
and attached hereto as Exhibit A. The Committee is appointed by the Board to
assist the Board in its oversight function of monitoring, among other things,
the Company's financial reporting process and the independence and performance
of the Company's independent auditors. It is the responsibility of management of
the Company to prepare financial statements in accordance with accounting
principles generally accepted in the United States of America and of the
Company's independent auditors to audit those financial statements.
Throughout the year, the Committee has met and held discussions with
management and the independent auditors. Management represented to the Committee
that the Company's consolidated financial statements were prepared in accordance
with accounting principles generally accepted in the United States of America
and the Committee has reviewed and discussed the consolidated financial
statements with management and the independent auditors. The Committee discussed
with the independent auditors matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees).
The Committee has been advised by the Company that the total fees and
expenses billed for fiscal 2000 by Deloitte & Touche LLP, the Company's
principal accounting firm were $331,534. Of that amount, an aggregate of
$238,900 was for audit services and the review of financial statements included
in the Company's Quarterly Reports on Form 10Q and $92,634 was for tax services.
Deloitte & Touche LLP was not engaged by the Company in fiscal 2000 to perform
any information technology services relating to financial information systems
design and implementation.
In addition, the Committee has discussed with the independent auditors, the
auditor's independence from the Company and its management, including the
matters in the written disclosures required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). Further, the
Committee has considered whether the provision of non-audit services by the
independent auditors is compatible with maintaining the auditor's independence.
Further, the Committee meets with the independent auditors, with and
without management present, to discuss the results of their examinations, the
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.
Based on the reviews and discussions referred to above, the Committee
recommended to the Board that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000,
for filing with the Securities and Exchange Commission.
Each member of the Audit Committee is independent as defined under the
listing standards of the Nasdaq National Market.
Respectfully Submitted,
Maureen C. Cronin
J. Daniel Frisina
Ronald J. Rolak
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SHAREHOLDER PROPOSALS
Proposals of shareholders must be received by the Company no later than
June 3, 2002 to be considered for inclusion in the Company's proxy statement for
its 2002 annual meeting of shareholders. Such shareholder proposals should be
made in accordance with Securities and Exchange Commission Rule 14a-8 and should
be addressed to the attention of the Secretary of the Company, 951 Aiken Road,
Owosso, Michigan 48867.
By Order of the Board of Directors,
/s/ DONALD J. WILLIAMSON
Donald J. Williamson
Chairman of the Board and Chief Executive Officer
October 3, 2001
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APPENDIX A
SPORTS RESORTS INTERNATIONAL, INC.
AUDIT COMMITTEE CHARTER
This Charter sets forth the organization and operation of the Audit
Committee (the "Audit Committee") of the Board of Directors of Sports Resorts
International, Inc. (the "Company") and has been approved by the Company's Board
of Directors. The Audit Committee shall review and reassess this Charter from
time to time, at least annually. Amendments to this Charter shall be approved by
the Board of Directors.
RESPONSIBILITY
The Audit Committee is responsible for overseeing the Company's financial
reporting process and the assessment of various financial functions and control
systems of the Company. In fulfilling its oversight responsibility, the Audit
Committee and will rely primarily on reports received from the Company's
internal auditor, the Company's external auditor and regulatory agencies.
The Audit Committee reports to the Company's Board of Directors. Meeting of
the Audit Committee will be held from time to time as deemed necessary by the
members of the Audit Committee or the Board of Directors.
MEMBERSHIP REQUIREMENTS
The Board of Directors shall appoint the members of the Audit Committee.
Beginning after the Company's 2000 annual meeting of shareholders, the Audit
Committee will be comprised of at least three (3) independent directors. Members
shall be considered independent if they have no relationship to the Company that
may interfere with the exercise of their independence from management and the
Company. Furthermore, a director will not be considered independent if he or
she:
- has been employed by the Company or any of its affiliates in the current
year or any of the past three (3) years;
- has accepted any compensation from the Company or any of its affiliates
in excess of Sixty Thousand Dollars ($60,000) during the previous fiscal
year, excluding compensation for board services, retirement plan
benefits, and non-discretionary compensation;
- is, or has an immediate family who is, or has been in any of the past
three (3) years, employed by the Company or any of its affiliates as an
executive officer;
- has been a partner, controlling shareholder or an executive officer of
any for-profit business organization to which the Company made, or from
which the Company received, payments (other than those which arise solely
from investments in the Company's securities) that exceed five percent
(5%) of the organization's consolidated gross revenues for that year, or
Two Hundred Thousand Dollars ($200,000), whichever is more, in any of the
past three (3) years; or
- has been employed as an executive of another entity where any of the
Company's executives serve on that entity's compensation committee.
A director who has one or more of these relationships may be appointed to
the Audit Committee only if the Company's Board of Directors, under exceptional
and limited circumstances, determines that such director's membership on the
Audit Committee is required by the best interests of the Company and its
shareholders. The Board of Directors will disclose, in the next annual proxy
statement subsequent to the determination, that nature of the relationship and
the reasons for that determination. Notwithstanding the foregoing, current
employees or officers of the Company, or their immediate family members, are not
eligible to serve on the Audit Committee under any circumstances.
A-1
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All members of the Audit Committee must be able to read and understand
fundamental financial statements, including the Company's balance sheet, income
statement and cash flow statement, when appointed to the Audit Committee, or
must obtain such basic financial literacy within a reasonable period of time
after appointment, but in no event later than June 14, 2001. Further, at least
one member of the Audit Committee shall have past employment experience in
finance or accounting, requisite professional certification in accounting, or
other comparable experience or background, including a current or past position
as a chief executive or financial officer or other senior officer with financial
oversight responsibilities.
Any questions concerning a director's independence or qualification to
serve on the Audit Committee shall be determined by the Board of Directors in
its business judgement.
PROCESSES
To demonstrate the fulfillment of its primary responsibility, the Audit
Committee will complete the following processes:
1. Recommend to the Board of Directors the appointment of the outside
auditor for the ensuing year. The Audit Committee shall communicate to
management and the outside auditor that the outside auditor is
ultimately accountable to the Audit Committee and the Board of
Directors, as representatives of the Company's shareholders.
2. Receive a formal written statement from the outside auditor delineating
all relationships between the outside auditor and the Company,
consistent with Independence Standard Board Standard 98-1. Also,
actively engage in a dialogue with the outside auditor with respect to
any disclosed relationships or services that may impact the objectivity
and independence of the outside auditor and to take, or recommend that
the full board take, appropriate action to ensure the independence of
the outside auditor.
3. Review and approve the audit plan of the outside auditor.
4. Review and approve the audit plan of the internal auditor.
5. Appraise the effectiveness of the internal and external audit efforts
through regular meetings with the internal auditor and the outside
auditor.
6. Determine, through discussions with the outside auditor and the internal
auditor, that management neither has placed nor will place restrictions
on the scope of the Audit Committee's examinations.
7. Evaluate the internal accounting controls through a review of the
reports of the outside auditor and the internal auditor that describe
internal accounting, organizational, or operating control weaknesses,
and determine that appropriate corrective action is being taken by
management.
8. Arrange for periodic reports from management, the outside auditor, and
the internal auditor to assess the impact of significant regulatory
changes, and accounting or reporting developments proposed by the FASB
or the SEC, or any other significant matters that may have a bearing on
the annual examination.
9. Review and approve any significant accounting changes.
10. Review (with management and the outside auditor) and approve the annual
financial statements.
11. Supervise and direct any special projects or investigations considered
necessary.
12. Prepare a report to the Board of Directors summarizing the work
performed in fulfilling the Audit Committee's primary responsibilities.
13. Disclose in the Company's proxy statement for its annual meeting of
shareholders that the Audit Committee has adopted a formal written
charter and the Audit Committee has satisfied its responsibilities
during the prior year in compliance with its charter. Disclose the full
charter in the
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proxy statement triennially and in the next proxy statement after any
significant amendment to the charter.
Although the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Company's financial statements are complete, accurate and
in accordance with accounting principles generally accepted in the United States
of America. These task are the responsibility of management and the outside
auditor. It is not the duty of the Committee to conduct investigations, to
resolve disagreements between management and the outside auditor, or to assure
compliance with laws and regulations.
A-3
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[x] PLEASE MARK VOTES REVOCABLE PROXY ___
AS IN THIS EXAMPLE SPORTS RESORTS INTERNATIONAL, INC. |
|
FOR WITH- FOR ALL
HOLD EXCEPT
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 1. ELECTION OF DIRECTORS (except [ ] [ ] [ ]
as marked to the contrary below)
The undersigned shareholder hereby appoints Gregory T.
Strzynski and William H. Singleterry, and each of them, each
with full power of substitution, proxies to represent the Nominees: TED M. GANS, DONALD R. GORMAN AND
shareholder listed on this Proxy and to vote all shares of DONALD J. WILLIAMSON
Common Stock of Sports Resorts International, Inc. that the
shareholder would be entitled to vote on all matters which INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
come before the Annual Meeting of Shareholders to be held NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME
at the offices of Sports Resorts International, Inc., IN THE SPACE PROVIDED BELOW.
951 Aiken Road, Owosso, Michigan, on Friday, October 19, 2001
at 10 a.m. local time, and any adjournment of that meeting.
--------------------------------------------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL
NOMINEES.
FOR AGAINST ABSTAIN
2. CONFIRMATION OF THE APPOINT- [ ] [ ] [ ]
MENT OF DELOITTE & TOUCHE
LLP AS THE COMPANY'S INDEPEN-
DENT AUDITORS
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
CONFIRMATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT AUDITORS.
If this Proxy is properly executed, the shares represented by
this Proxy will be voted as specified. If no specification is made,
the shares represented by this Proxy will be voted for the election
of all nominees named on this Proxy as directors and the
Please be sure to sign and date Date confirmation of Deloitte & Touche LLP as the Company's independent
this Proxy in the box below. ---------- auditors for the current fiscal year. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON ANY
OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
Please sign exactly as your name(s) appears on this Proxy. When
signing on behalf of a corporation, partnership, estate or trust,
Shareholder sign above Co-holder (if any) sign above indicate title or capacity of person signing. If shares are held
jointly, each holder should sign.
+ +
------------------------------------------------------------------------------------------------------------------------------------
/\ DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. /\
SPORTS RESORTS INTERNATIONAL, INC.
------------------------------------------------------------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
------------------------------------------------------------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE
ENVELOPE PROVIDED.
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