October 2002
Dear Shareholder:
Enclosed is the notice of the Twenty-ninth Annual Shareholders Meeting of
Kavilco Incorporated being held on November 9, 2002. Also enclosed are: a proxy
and a postage-paid envelope for your convenience in returning your vote.
The purpose for this Annual Meeting is the election of three directors for a
three-year term expiring in 2005, or until their successors are elected and
qualified, and to ratify the Board of Director's selection of the independent
public accountants.
The Bylaws of the Corporation state that persons holding at least a majority of
the total number of shares of outstanding common stock entitled to vote must be
present, either in person or by proxy, to establish a quorum at the meeting.
Conducting business will begin when a quorum is established.
All Shareholders should complete and mail their proxy even if they plan to
attend the meeting. Your proxy can be voted for you if for some reason you are
not able to attend the meeting. Pursuant to regulations, this proxy and
accompanying materials have been submitted to the Securities and Exchange
Commission for review in conjunction with this mailing.
By completing and returning the enclosed proxy, you will authorize Louis A.
Thompson, Laird Jones and Melanie Locklear, a majority of them or any of them
acting alone in the absence of others to vote your shares for you. As your
proxy, you are authorizing them to vote all of your shares with all the powers
you would have if you were personally present.
If you do not want to appoint the individuals named in the proxy card to act as
your proxy (that is to vote your shares for you) you may, as provided in the
by-laws, appoint someone else to act as your proxy by giving such person a
written authorization to vote your shares of stock on your behalf at the annual
meeting. Nominations for all candidates to the Board of Directors must be made
at the Annual Shareholders Meeting.
Management does not know of any other matters requiring action at the meeting.
The other members of the Board of Directors and I encourage you to take an
interest in the affairs of Kavilco Incorporated. We urge you to attend the
Annual Meeting if possible and to vote, either in person or by proxy.
Sincerely,
Louis A. Thompson
President\Chief Executive Officer
Kavilco Incorporated
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
On November 9, 2002 the Twenty-ninth Annual Meeting of the Shareholders of
Kavilco, Incorporated will be held at the WestCoast Cape Fox Lodge, 800 Venetia
Way, Ketchikan, Alaska.
Registration will begin at 11:00 a.m. and will close at 12:00 noon.
Meeting begins at 1:00 p.m.
The meeting is for the following purposes:
1. To elect three (3) directors of the corporation in the first
class.
2. To ratify the Board of Director's vote for independent public
accountants.
3. To transact any other business that may properly come before
the meeting or any adjournment thereof.
Only the Shareholders of record, at the close of business on September 30, 2002,
are entitled to vote at this meeting. The stock transfer records of the
Corporation will close on that date.
Shareholders should promptly complete, sign and return the enclosed proxy in the
postage paid envelope provided, even if they plan to attend the meeting. If you
do attend the meeting and wish to vote in person, you may do so even though you
have previously signed and mailed a proxy.
The following are the current directors up for re-election:
Jeane Breinig
Ramona Hamar
Rosemarie Trambitas
By Order of the Board of Directors of Kavilco Incorporated,
John Campbell
Secretary
KAVILCO INCORPORATED
PROXY STATEMENT
This proxy statement furnished accompanying the solicitation of proxies by the
Board of Directors of Kavilco, Incorporated (the "Company"), for use at the
annual meeting of shareholders being held November 9, 2002, and any adjournments
thereof. Shareholders who execute and return proxies may revoke them at any time
before voting by notifying Scott Burns, the Chief Financial Officer of the
Company. The complete mailing address of the business office of the Company is:
Kavilco Incorporated, 600 University Street, Suite 3010, Seattle, Washington
98101. The approximate mailing date of these proxy materials being September 30,
2002, but proxies may also be solicited personally, by telephone, by employees,
officers, and agents of the Company. All costs of solicitation of the proxies
are borne by the Company.
Only shareholders of record holding Class A shares at the close of business on
September 30, 2002, are entitled to vote at the annual meeting. On that date,
there were 11,596.83 shares of Class A (voting) stock of the Company
outstanding. Each shareholder is entitled to one (1) vote for each share owned
and may vote the total number of his/her shares for as many persons as there are
directors being elected. Alternatively, shareholders are entitled to cumulative
voting and may give a nominee as many votes as equal to the number of directors
to be elected multiplied by the number of shares owned. Also, shareholders may
allocate these votes on the same principle among any number of nominees. The
management, as of September 30, 2002, knows of no person to be the beneficial
owner of more than five percent (5%) of the outstanding shares of the Company.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that a Board consisting of nine (9) directors
manages the business of the Company. The Bylaws further provide for three (3)
year terms of office. The election of directors is staggered so that only three
(3) directors are elected each year. The Board of Directors recommends the
election of the three nominees listed below, all of who are presently Board
members, to serve a three (3) year term and until their successors are elected
and qualified:
Jeane Breinig
Ramona Hamar
Rosemarie Trambitas
Unless otherwise instructed, the proxy holders will vote proxies received by
them for these nominees. In the event any nominee should not be available for
election, the discretionary authority provided in the proxy will be exercised to
vote for such other person(s) as may be designated by the present Board of
Directors.
COMPENSATION OF OFFICERS AND DIRECTORS
All cash compensation paid by the Company for the year ended December 31, 2001,
to each of the most highly paid executive Officers, whose cash compensation
exceeds $60,000.00, and to all executive officers as a group, is as shown in the
following table:
Cash Compensation Table
-----------------------
(A) (B) (C)
Name of Individual Capacities Cash
or Number in Group Which Served Compensation
------------------ ------------ ------------
Louis A. Thompson Chief Executive $ 85,612
Officer, President
and Director
Scott Burns Chief Financial $ 101,962
Officer
All the executive
officers as a group
(2 persons) $ 187,574
Compensation Pursuant to Plans
The Company has a retirement plan for its employees that is a defined
contribution plan with the annual contribution being equal to 20% of the
participant's salary. All contributions are pooled in a brokerage trust account
held at Charles Schwab.
Compensation of Directors
The Company's directors receive fees, per diem and reimbursement for expenses
for attending meetings. Several directors also participate in a Company medical
insurance program.
OUTSTANDING SHARES AND BENEFICIAL OWNERSHIP
On the Record Date, there were 11,596.83 shares of Class A Stock of the Company
outstanding. The following table shows the beneficial ownership of the officers
and Directors of the Company, individually and as a group, of Class A stock as
of September 30, 2002:
- ----------------------- -------- ------------------ ----------- ---------- ------------------------- ------------------
Name Age Positions & Term Director Principal Occupation & Amount of
Offices with the Office as Since Employment During Past Beneficial
Company Director Five Years Ownership/% of
Expires Class A on
9/30/02
- ----------------------- -------- ------------------ ----------- ---------- ------------------------- ------------------
Louis A. Thompson 66 President/CEO 2004 1972 Chief Executive Officer 137
Chairman Director 1.18%
Louis Jones, Sr. 64 Director/Vice 2003 1979 Chief Engineer 130
President Alaska Marine Hwy. 1.12%
John Campbell 33 Director/ 2003 1994 162
Secretary Student, Self-employed 1.39%
Jeane Breinig 47 Director 2002 1993 English Professor 140
University of Alaska 1.20%
Kenneth Gordon 42 Director 2003 1994 Self employed house 100
painter .86%
Ramona Hamar 59 Director 2002 1973 Office Manager for a 150
Dentist's office 1.29%
Laird A. Jones 47 Director 2004 1994 Community Director 100
Quota Specialist .86%
Melanie Locklear 33 Director 2004 1997 Print Shop Business 100
Owner .86%
Rosemarie Trambitas 62 Director 2002 1978 Retired 120
1.03%
Scott Burns 56 Chief Financial Chief Financial Officer -
Officer for Kavilco 0-
- 0-%
------------------
All Directors & 1,139
Officers as a Group 9.93%
(10 persons)
- ----------------------- -------- ------------------ ----------- ---------- ------------------------- ------------------
The Securities and Exchange Commission defines family relationships as directors
and officers that are members of the same household. Accordingly, there are no
family relationships between any of the directors or executive officers of the
Company. None of Kavilco's directors hold directorships anywhere else.
The Company does not have an auditing, nominating or compensation committee.
The Board of Directors held six regular bimonthly meetings for the year ended
December 31, 2001.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors voted to change the independent public accountants of the
Company from PricewaterhouseCoopers, LLP to Anderson ZurMuehlen & Company, P.C.
at their Board meeting prior to the Annual Meeting. Shareholders are asked to
approve or ratify this selection. Unless the proxy holders are instructed
otherwise, proxies will vote for the selection of Anderson ZurMuehlen & Company,
P.C. as independent public accountants. If this selection is not approved, the
Board of Directors intends to take the matter under advisement. No
representative from either company is expected to be present at the Annual
meeting.
For the fiscal year ended December 31, 2001, Kavilco paid the following fees to
PricewaterhouseCoopers, LLP for the following services:
Financial Information
System Design and
Audit Fees Implementation Fees All Other Fees
---------- ------------------- --------------
$24,019 - $0 - $9,500
Anderson ZurMuehlen & Company, P.C. has proposed a fee schedule of $16,000 for a
one year engagement. This difference in cost and an anticipated improvement in
service are the only reasons for this change.
OTHER MATTERS
The Board of Directors knows of no matters, other than those mentioned in the
proxy, to be brought before the meeting. However, if other matters do properly
come before the meeting, it is the intention of the proxy holders to vote
proxies according to their best judgment.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 2003 annual
meeting must be received by the Company at its business office, 600 University
Street, Suite 3010, Seattle, Washington 98101, on or before August 1, 2003.
By Order of the Board of Directors
Louis A. Thompson,
President
Seattle, Washington
October, 2002
KAVILCO INCORPORATED
PROXY SOLICITED BY BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 9, 2002
As to matters 1 and 2, discretionary authority is hereby granted to any
such matter as to which no choice is indicated. Discretionary authority is
hereby granted as to any other matters that may lawfully come before the
meeting. Management knows of no other matters to be considered by the
Shareholders.
CHECK BOX (A) OR (B)
(1)
(A) [ ] TO VOTE DISCRETIONARY for the election of three Nominees as
set forth in the Board of Directors' Proxy Statement for the
three-year terms ending in 2005. The undersigned hereby appoints
Louis A. Thompson, Laird Jones and Melanie Locklear, or any of
them, Proxies for the undersigned to vote on their behalf.
(B) [ ] TO VOTE DIRECTED in the manner set forth below for the
election of the Nominees below for the Board of Directors of the
Corporation for three-year terms ending in 2005.
Nominee Number of Shares X 3 = Number of Votes Cast
------------------------------------------------------------
Jeane Breinig X 3
------------------ ---------------
Ramona Hamar X 3
------------------ ---------------
Rosemarie Trambitas X 3
------------------ ---------------
(2) To ratify the selection of Anderson ZurMuehlen & Co., P.C., as the
independent public accountants for the Company.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board of Directors makes the foregoing proposals and the Proxy is
solicited by the Board of Directors and will be voted as specified.
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE POSTAGE PAID ENVELOPE
PROVIDED.
Number of shares Dated , 2002
----------------- ----------------
X
----------------------------------------------------------
Sign here as name appears to the left
IMPORTANT: Executors, Administrators, Trustees, Guardians
should so, indicate.