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
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
WINTER SPORTS, 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.
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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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5) Total fee paid:
[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
WINTER SPORTS, INC.
P.O. Box 1400
Whitefish, Montana 59937
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held October 9, 2001
The annual meeting of the shareholders of Winter Sports, Inc. will be held
at Big Mountain in the Alpine Lodge Building, approximately 8 miles North of
Whitefish, Montana, on Tuesday, October 9, 2001 at 5:45 p.m. for the following
purposes:
1. To elect a board of nine directors to serve until the next annual
meeting of shareholders and until their successors are duly elected
and qualified.
2. To ratify the selection of independent accountants.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The board of directors has fixed the close of business on August 31, 2001
as the record date for determining those shareholders who shall be entitled to
notice of, and to vote at, the annual meeting and any adjournments thereof.
Nominees for directors are set forth in the enclosed Proxy Statement.
We urge you to mark, sign, date and return the proxy enclosed with this
notice at your earliest convenience. If you attend the meeting, you may, if you
so desire, revoke your proxy and vote in person.
By order of the Board of Directors
Dated at Whitefish, Montana
September 14, 2001
Sandra K. Unger
Corporate Secretary
WINTER SPORTS, INC.
P. O. BOX 1400
WHITEFISH, MT 59937
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 9, 2001
The proxy accompanying this Proxy Statement is solicited by the board of
directors of Winter Sports, Inc. (the "Company") for use at the annual meeting
of shareholders to be held on Tuesday, October 9, 2001 at 5:45 p.m. local time,
in the Alpine Lodge Building, Big Mountain Ski and Summer Resort, and any
adjournment thereof. All properly executed and returned proxies will be voted in
accordance with the instructions specified thereon. Unless otherwise directed,
it will be voted (i) for election of all of the nominees for election to the
Company's board of directors, with the votes evenly distributed among the
nominees listed in this Proxy Statement, and (ii) for ratification of the
selection of Jordahl & Sliter PLLC as the Company's independent accountants. If
other matters come before the meeting, it will be voted in accordance with the
best judgment of the persons named as proxies. Execution of a proxy will not in
any way affect a shareholder's right to attend the meeting or prevent voting in
person. A proxy is revocable at any time before it is exercised by notifying the
secretary of the Company in writing at the address shown above.
Only shareholders of record at the close of business on August 31, 2001 are
entitled to notice of and to vote at the annual meeting of shareholders.
Shareholders who withhold or abstain from voting and broker non-votes are
counted for purposes determining the presence or absence of a quorum.
The approximate date on which this Proxy Statement and the accompanying
proxy were first sent to shareholders was September 14, 2001.
ITEM 1 - ELECTION OF DIRECTORS
A board of directors consisting of nine directors will be elected at the
annual meeting, and will hold office until the next annual meeting of the
shareholders and until their successors are elected and qualified.
Information About Directors and Nominees for Election
The names and ages of nominees, the years they became directors, their
principal occupations for the past five years and certain other information are
as follows:
Charles R. Abell, age 62, has been a director since 1992. He has been
president/CEO of the Whitefish Credit Union, Whitefish, Montana since 1967 and
is a Whitefish native. He is a business graduate of the University of Montana
with emphasis on marketing and finance. Mr. Abell is a past member of the
Whitefish City-County Planning Board, Flathead Basin Commission and Lakeshore
Preservation Committee. He is past chairman of the Whitefish School Board, North
Valley Hospital Board and Rotary Club president. He presently serves as a member
of the Resort Tax Oversite Committee, the North Valley Toastmasters, Whitefish
School Board and as a director of Big Mountain Development Corporation.
Jerome T. Broussard, age 60, was appointed in July, 2000, to fill the
unexpired term of Calvin S. Robinson, who passed away in June, 2000. Mr.
Broussard is president of Broussard Holding Company, a private investment firm,
and was president of Columbia Falls Aluminum Company in Columbia Falls, Montana
from 1985 until 1993. Mr. Broussard serves on the Business Council of Tulane
University and the President's Council of Colorado School of Mines.
Brian T. (Tim) Grattan, age 63, has been a director since 1981. He has
owned and managed a real estate development company in Whitefish, Montana since
1971, and is the developer and a general partner of Grouse Mountain Lodge in
Whitefish. He is a director of the Glacier Park International Airport Board, a
director of Big Mountain Development Corporation and general manager of Big
Mountain Sewer District. Mr. Grattan is past chairman of the board of the
Montana Chamber of Commerce.
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Dennis L. Green, age 54, has been a director since 1986 and is Chair of the
Board of Directors. He has been the president of Dasen Company and Flathead
County Title Company since 1986, and president and general manager of Budget
Finance since 1975. He is past chapter chairman of the Northwest Chapter of the
American Red Cross. Mr. Green is the vice chair of the board of directors of the
American Red Cross Blood Services - Louis and Clark Region - Idaho, Montana and
Utah, president of Montana Consumer Finance Association and is a director and
vice president of Big Mountain Development Corporation. Mr. Green is past
president of Evergreen Ban-corporation and a former director of First National
Bank of Whitefish and First National Bank of Eureka.
Charles P. Grenier, age 52, has been a director since 1997. He was the
executive vice president of Plum Creek Timber Company, Inc. of Columbia Falls,
Montana from 1994 until 2000 and served as a director from 1995 to 2000. Mr.
Grenier is a director of The Montana Nature Conservancy. Mr. Grenier formerly
served on the board of the University of Montana Foundation and APA, The
Engineered Wood Association.
Jerry J. James, age 54, has been a director since 1997. He is a senior vice
president for Flathead Bank Holding Company of Kalispell, Montana which owns
banks in Bigfork, Lakeside, Belgrade and Ennis, Montana. He served as the
president of the Kalispell Bank of First Interstate Bancsystem of Montana, Inc.
from 1992 until his resignation in August, 2000. He served as executive vice
president of First Interstate Bank of Wyoming from 1985 until 1992. Mr. James
serves as a board member for the Kalispell Development Corp. and the Red Cross
and is a past board member of the Montana Bankers Association, Big
Brothers/Sisters, the Whitefish Rotary Club and Flathead Education Association.
Michael T. Jenson, age 53, has been a director since 1995. He has been the
owner of the Whitefish Gallery and Jenson Studio in Whitefish, Montana, for 27
years. Mr. Jenson previously served as the Mayor of the City of Whitefish, a
member of the board of directors of Flathead Valley Community College, and is a
past member of the Whitefish City-County Planning and Zoning Board.
Darrel R. (Bill) Martin, age 77, has been a director since 1957. He is the
president of Manions, a lease and rental company in Kalispell, Montana. He
previously served as executive director of Flathead Convention and Visitors
Association, as president and chairman of Winter Sports, Inc. and as a director
of Glacier Bancorp, Inc., a bank holding company, and Glacier Bank, its
operating bank subsidiary. Mr. Martin also serves as a director of Big Mountain
Development Corporation.
Michael J. Muldown, age 56, has been a director since 1993. He is the owner
of an independent insurance agency in Whitefish, Montana since retiring from
Allstate Insurance Company in November, 2000. Mr. Muldown is a Whitefish native,
former ski patrolman and avid skier.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS OF THE COMPANY
Cumulative Voting; Use of Proxies
In voting for directors, a shareholder is entitled to nine votes for each
share of common stock held. A shareholder may cast votes evenly for all
directors, may accumulate such votes and cast them all for one nominee or
distribute votes among two or more nominees. Each director is elected by a
plurality of the votes cast with respect to the election of such director. Any
shares not voted (whether by abstention, broker non-vote or vote withheld) are
not counted as votes cast for or against the nominees and will be excluded from
the vote.
The proxy which accompanies this Proxy Statement provides for the following
three methods of voting:
1. If you check the box "FOR ALL NOMINEES" your votes will be evenly
distributed among the nominees.
2. If you check the box "WITHHOLD VOTES FROM ALL NOMINEES" your shares
will not be voted in the election of directors; however, your shares
will be counted toward a quorum and will be voted on any other
business that may properly come before the meeting in the discretion
of the proxy holders.
3. If you check the box "WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL
NOMINEES" and strike out the name of one or more of the nine nominees,
your votes will be evenly cast for remaining nominees. For example, if
you own 100 shares and you check this box, and strike out the names of
two nominees, your 900 votes would be evenly distributed among the
other seven nominees.
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If you wish to cast or accumulate your votes in a manner other than one of
the three methods described above, you must attend the meeting in person or
designate some other person to act as your proxy by use of a written proxy other
than the proxy which is enclosed with this Proxy Statement.
The Company's by-laws provide that nominations for election to the board of
directors may be made by the board of directors, by a nominating committee
appointed by the board of directors, or by any shareholder entitled to vote for
the election of directors. Nominations other than those made by the board of
directors or its nominating committee are to be in writing and must be delivered
or mailed to the president of the Company not less than fifteen (15) days nor
more than fifty (50) days prior to the annual meeting of shareholders. If any of
the nominees become unavailable for election for any presently unforeseen
reason, the discretionary authority provided in the proxy will be exercised to
vote for any alternate nominee who may be designated by the board of directors.
Board Committees
The Audit Committee members are Charles R. Abell, Jerome T. Broussard,
Dennis L. Green and Jerry J. James. Michael J. Collins and Jami M. Phillips also
attended audit committee meetings. The Audit Committee held five meetings during
the fiscal year ended May 31, 2001. Functions of the Audit Committee include
annually recommending an independent auditor, and receiving and reviewing the
reports submitted by them. The Audit Committee also oversees and determines the
duties and responsibilities of the internal accounting staff, and receives and
reviews reports submitted by the internal staff.
The Incentive/Compensation Committee members are Dennis L. Green, Charles
P. Grenier, Jerry J. James, Darrel R. (Bill) Martin and Michael Muldown.
Functions of the Incentive/Compensation Committee include negotiations and
approval of executive employment agreements and periodic executive performance
evaluations. During fiscal year 2001, two meetings were held by the
Incentive/Compensation Committee.
Members of the Executive Committee are Dennis L. Green, Brian T. (Tim)
Grattan, Jerry J. James, Michael T. Jenson and Darrel R. (Bill) Martin. The
Executive Committee held no meetings during the fiscal year ended May 31, 2001.
Members of the Nominating Committee are Jerome J. Broussard, Dennis L.
Green, Charles P. Grenier, Michael T. Jenson and Michael J. Muldown. One meeting
was held by the Nominating Committee during the fiscal year ended May 31, 2001.
Shareholders may submit nominations for the board of directors by making such
nominations in writing to be delivered or mailed to the president of the Company
not less than fifteen (15) days, nor more than fifty (50) days, prior to the
annual meeting of shareholders.
Meetings of Board of Directors and Committees
During the fiscal year ended May 31, 2001, the board of directors held
thirteen meetings. During their term in office all directors attended 75% or
more of the total number of the meetings of the board of directors and all
committees of the board of directors on which a director served, with the
exception of Jerry J. James, who attended 70% of the meetings of the board of
directors and committees of which he was a member.
Directors' Compensation
Directors who are not employees of the Company received an annual fee
of $6,500 during fiscal year 2001. Directors are paid on a pro rata basis for
the months they serve as a director of the Company during each fiscal year. No
additional fees are paid for serving on a committee of the board of directors.
4
VOTING SECURITIES AND PRINCIPAL HOLDERS
The only voting securities of the Company are shares of common stock, of
which there were 988,668 shares outstanding as of August 31, 2001. Each share is
entitled to one vote, except that cumulative voting is permitted in the election
of directors.
To the Company's knowledge, the following were the only beneficial owners
of 5% or more of the outstanding common stock of the Company as of August 31,
2001. Except as otherwise specified, each named beneficial owner has sole voting
and investment power with respect to the shares set forth opposite his name.
Shares of Percentage of
Name and Address Common Stock Shares Outstanding
- ---------------- ------------ ------------------
Dennis L. Green
P. O. Box 188
Kalispell MT 59903 227,879(1) 23.0%
Richard A. Dasen and
Susan D. Dasen
400 West Valley Drive
Kalispell MT 59901 225,664(2) 22.8%
Budget Finance
P. O. Box 22
Kalispell MT 59903 225,371(1)(2) 22.8%
Jerome T. Broussard
P. O. Box 428
Whitefish MT 59937 102,000 10.3%
Mary Jane Street Living Trust
P. O. Box 806
Whitefish MT 59937 73,177(3) 7.4%
Mary Jane Street
P. O. Box 806
Whitefish MT 59937 73,177(3) 7.4%
Darrel R. (Bill) Martin
1429 Hwy. 2 West
Kalispell MT 59901 50,053(4) 5.1%
- ----------
(1) Mr. Green owns 1,421 shares and shares investment and voting power with
respect to 738 shares held by a Trust of which Mr. Green is a Co-Trustee. Mr.
Green also shares investment and voting power with respect to 225,371 shares
owned by Budget Finance, a wholly owned subsidiary of Dasen Company. Mr. Green
is a stockholder, a director and president of Dasen Company and is president of
Budget Finance. Also includes 349 shares held by a son, over which Mr. Green
shares voting power.
(2) Mr. and Mrs. Dasen own 293 shares directly and share investment and voting
power with respect to 225,371 shares owned by Budget Finance, a wholly owned
subsidiary of Dasen Company. Mr. and Mrs. Dasen are the controlling shareholders
of Dasen Company.
(3) Mary Jane Street has investment and voting power with respect to the 73,177
shares owned by the Mary Jane Street Living Trust.
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(4) Mr. Martin owns 25,036 shares and shares investment and voting power with
respect to 25,017 shares held in a trust held by his wife.
OWNERSHIP OF MANAGEMENT
The following table sets forth as of August 31, 2001 as to the number of
shares of common stock owned by (i) each director and nominee, (ii) the
executive officers named in the Summary Compensation Table and (iii) all
directors and executive officers named in the Summary Compensation Table as a
group. Except as otherwise specified, each named beneficial owner has sole
voting and investment power with respect to the shares set forth opposite his
name.
Amount & Nature
of Beneficial
Ownership as of % of Shares
Name of Beneficial Owner August 31, 2001 Outstanding
- ------------------------ --------------- -----------
Charles R. Abell 13,804 1.4%
Jerome T. Broussard 102,000 10.3%
Brian T. (Tim) Grattan 13,793 1.4%
Dennis L. Green 227,879(1) 23.0%
Charles P. Grenier 1,000 *
Jerry J. James 100 *
Michael T. Jenson 20,708(2) 2.1%
Darrel R. (Bill) Martin 50,053(3) 5.1%
Michael J. Muldown 2,800 *
Michael J. Collins 44,510 4.5%
All directors and executive
officers as a group (10 persons) 476,647 48.2%
- ----------
* Less than 1%
(1) Mr. Green directly owns 1,421 shares and shares investment and voting power
with respect to 225,371 shares which are owned by Budget Finance, a wholly-owned
subsidiary of Dasen Company. Mr. Green is a stockholder, a director and
president of Dasen Company and is president of Budget Finance. Mr. Green also
shares investment and voting power with respect to 738 shares held by a Trust of
which Mr. Green is Co-Trustee. Also includes 349 shares owned by a son, over
which Mr. Green shares voting power.
(2) Mr. Jenson shares voting power with respect to 20,524 shares held in a
Trust.
(3) Mr. Martin owns 25,036 shares and shares investment and voting power with
respect to 25,017 shares held in a trust held by his wife.
OFFICERS OF THE COMPANY
Michael J. Collins, age 49, was appointed president and chief executive
officer of the Company in August, 1988. Mr. Collins was formerly employed in the
planning and construction of the Nakiska Ski Area, Calgary, Alberta, as
6
well as serving as venue manager of operations during the 1988 Winter Olympics.
Prior to Calgary, Mr. Collins worked for the Aspen Ski Corporation as an area
planner and construction manager. Mr. Collins serves as president of Big
Mountain Water Company, president of Big Mountain Sewer District, and president
and chairman of the board of Big Mountain Development Corporation. From 1992
until 1994 Mr. Collins was on the Advisory Council for the Federal Reserve Bank,
Ninth District, in Minneapolis, Minnesota.
Michele Reese, age 51, was hired as vice president of Guest Services,
Marketing and Communications in December, 1997 and was elected executive vice
president in November, 1998. Ms. Reese served as senior vice president of
marketing and sales for the Disneyland Resort in Anaheim, California from 1994
until 1997 and served as executive vice president of marketing and sales at
Universal Studios Hollywood from 1993 until 1994. Ms. Reese is the owner and
president of Beargrass Marketing of Whitefish, Montana, and worked as a
consultant for the Company in 1994. She is vice chairman of the TIA Foundation,
a member of the USA Marketing Counsel and was named as a commissioner of the
California Tourism Marketing Council in 1997. Ms. Reese was appointed by
Governor Racicot to serve a three- year term on the Travel Advisory Council for
Montana.
Jami M. Phillips, age 42, was appointed Treasurer of the Company in
January, 2000 and Chief Financial Officer in September, 2000. Ms. Phillips was
formerly employed at Southern Illinois Regional Social Services, Inc. of
Carbondale, Illinois as financial director from 1997 to 1999. She served as
senior auditor at Kerber, Eck & Braeckel, LLP, from 1996 to 1997 and as senior
auditor at Barnett & Levine, LLP, from 1995 to 1996. Both firms are public
accounting firms, also located in Carbondale, Illinois. Ms. Phillips serves as
vice president of Moose Run Homeowners Association, treasurer of Big Mountain
Water Company, President of Kintla Lodge Condominium Association and
Secretary-Treasurer of Big Mountain Development Corporation. Ms. Phillips also
serves on the board of Anapurna Condominium Association.
Sandra K. Unger, age 59, was appointed corporate secretary in October,
1996, and is manager of corporate administration. She served as assistant
corporate secretary from 1985 until 1996 and has been an employee of The Big
Mountain since 1962. Mrs. Unger previously served as a director and secretary of
Summit House Restaurant & Bar, Inc., as a member of the board of directors of
the Whitefish Credit Union and as secretary of Big Mountain Sewer District.
All officers are elected at the annual meeting of the board of directors
immediately following the annual meeting of shareholders and serve at the
pleasure of the board of directors. However, the Company has entered into
employment agreements with Mr. Collins and Ms. Reese, which are described under
"Compensation of Executive Officers - Employee Agreements" below.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's chief
executive officer. No other executive officers serving at the end of fiscal year
2001 received compensation exceeding $100,000.
Summary Compensation Table
Name and Fiscal Compensation
Principal Position Year Salary ($)(1)
- ------------------ ---- -------------
Michael J. Collins 2001 $111,477
President and Chief 2000 $105,309
Executive Officer 1999 $105,283
(1) Includes amounts paid pursuant to the Company's 401(k)Retirement Plan.
Employment Agreements
Michael J. Collins -- The Company entered into an employment agreement
effective August 1, 1996 with Michael J. Collins for a term of employment ending
on July 31, 2000, pursuant to which he serves as the Company's president and
general manager. In August, 2000, the Company entered into a new four year
employment agreement. In addition to providing for an annual salary, the
employment agreements provide for a performance-based cash bonus. The
performance criteria for awarding a bonus is determined by a formula based upon
the Company's income before taxes in
7
each fiscal year. A cash bonus was not awarded for fiscal year ended May 31,
2001. The Company may terminate the employment agreement and is required to pay
six months' salary in the event of termination.
Michele Reese -- The Company entered into an employment agreement effective
December 22, 1997 with Michele Reese for a term of employment ending on December
21, 2000, pursuant to which she served as the Company's vice president of
marketing, guest services and communications. In addition to providing for an
annual salary, the employment agreement provided for a performance-based cash
bonus based upon certain criteria in financial, planning and staff management in
each employment year. A cash bonus was not awarded during fiscal year ended May
31, 2001. Ms. Reese continues to serve as Vice President of marketing, guest
services and communications although the employment agreement has not been
renewed.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into a $3.9 million loan agreement in 1998 for
construction of the Kintla Lodge project with the Whitefish Credit Union. The
loan was paid in full prior to May 31, 2000. Charles R. Abell, a director of the
Company, is the president and chief executive officer of the Whitefish Credit
Union.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
Company's common stock, to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Officers, directors and
greater than 10% shareholders are required by the SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file. To the Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company or advice that no filings were required, during the last fiscal year all
officers, directors and greater than 10% beneficial owners have complied with
the Section 16(a) filing requirements with the exception of one late filing by
Jerome T. Broussard with respect to three transactions of stock made in
February, 2001.
ITEM 2 - INDEPENDENT AUDITORS
The Company's Board of Directors appointed Jordahl & Sliter PLLC to serve
as the Company's independent accountants for the fiscal year ended May 31, 2001.
Jordahl & Sliter PLLC has served since 1980 in that capacity.
A resolution will be presented at the Annual Meeting to ratify the
appointment by the Company's board of directors of Jordahl & Sliter PLLC to
serve as the Company's independent accountants for the current fiscal year. A
majority vote is required for ratification. If the shareholders do not ratify
the selection of Jordahl & Sliter PLLC, it will not preclude the Board of
Directors from retaining them to serve as the Company's independent accountants
for the current fiscal year. Representative of Jordahl & Sliter PLLC will be
present at the annual meeting and will have an opportunity to make a statement
if he or she desires, and to respond to appropriate questions.
Audit Fees
Audit fees billed by Jordahl & Sliter PLLC for the audit of the Company's
annual financial statements the fiscal year ended May 31, 2001 and the reviews
of the financial statements included in the Company's quarterly reports on Form
10-QSB for that fiscal year, and the audit of the Company's benefit plan totaled
$30,840.
Financial Information Systems Design and Implementation Fees
The Company did not engage Jordahl & Sliter PLLC to provide advice
regarding financial information systems design and implementation during the
fiscal year ended May 31, 2001.
All Other Fees
Fees billed to the Company by Jordahl & Sliter PLLC during the fiscal year
ended May 31, 2001 for all other, non-audit services rendered to the Company,
including tax-related services, totaled $10,915.
8
The Audit Committee has considered whether the provision of the services
covered by the fees described under the caption "All Other Fees" is compatible
with maintaining Jordahl & Sliter PLLC's independence.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF
THE APPOINTMENT OF JORDAHL & SLITER PLLC AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR FISCAL YEAR 2002.
AUDIT COMMITTEE REPORT
The Audit Committee oversees the Company's financial reporting process and
recommends to the board of directors the appointment of independent auditors to
audit the financial statements each year and confers with the auditors and
officers for purposes of reviewing the Company's internal controls, accounting
practices, financial structures and financial reporting. Management has primary
responsibility for preparing financial statements and the financial reporting
process. The independent accountants, Jordahl & Sliter PLLC, are responsible for
expressing an opinion on the conformity of the audited financial statements to
generally accepted accounting principles.
The board of directors has adopted a charter for the Audit Committee, a copy of
which is attached as Appendix A to this Proxy Statement.
In this context, the Audit Committee hereby reports as follows:
1. The Audit Committee has reviewed and discussed the audited financial
statements with management.
The Audit Committee has discussed with Jordahl & Sliter PLLC the
matters required to be discussed by SAS 61 (Codification of Statements
on Auditing Standard, AU 380).
2. The Audit Committee has received the written disclosures and the
letter from the independent accountants required by Independence
Standards Board Standard No.1 (Independence Standards Board Standards
No. 1, Independence Discussions with Audit Committees) and has
discussed with the independent accountants the independent
accountants' independence.
3. Based on the review and discussion referred to in paragraphs (1)
through (3) above, the Audit Committee recommended to the board of
directors, and the board of directors has approved, that the audited
financial statements be included in the Company's Annual Report on
Form 10-KSB for the fiscal year ended May 31, 2001, for filing with
the Securities and Exchange Commission.
Each of the members of the Audit Committee is independent as defined under
the listing standards of NASDAQ.
Audit Committee
Charles R. Abell, Chairman
Dennis L. Green
Jerome T. Broussard
Jerry J. James
OTHER BUSINESS
As of the date of this Proxy Statement, management knows of no other
business to be presented at the meeting. However, if any other matters properly
come before the meeting, it is the intention of the proxy holders to vote or
refrain from voting in their discretion.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended May 31, 2001,
including audited financial statements, is being distributed with this Proxy
Statement. Shareholders not receiving a copy of the 2001 Annual Report may
obtain one by writing or calling Sandra Unger, Secretary of Winter Sports, Inc.,
P. O. Box 1400, Whitefish, MT 59937. Telephone (406) 862-1933.
9
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Shareholders wishing to submit proposals for inclusion in the Company's
Proxy Statement for the 2002 annual meeting of shareholders must submit such
proposals so as to be received by the Company at Big Mountain Ski Resort, P. O.
Box 1400, Whitefish, Montana 59937, on or before May 1, 2002.
PROXY SOLICITATION EXPENSES
The cost of soliciting proxies, including the cost of preparing and mailing
proxy materials, will be borne by the Company. The solicitation of the proxies
will be made by mail, and may be made by the officers, directors or other
employees of the Company without special compensation. Brokers, custodian and
other similar persons will be reimbursed for reasonable expenses incurred in
sending proxy materials to beneficial owners of the Company's common stock.
GENERAL
It is important that all proxies be forwarded promptly in order that a
quorum may be present at the meeting. Whether or not you contemplate attending
the meeting in person, we urge you to sign, date and mail the accompanying proxy
AT YOUR EARLIEST CONVENIENCE. If you attend the meeting, you may, if you so
desire, revoke your proxy and vote in person.
By order of the Board of Directors
Dated at Whitefish, Montana
September 14, 2001
Sandra K. Unger
Corporate Secretary
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APPENDIX
WINTER SPORTS, INC.
AUDIT COMMITTEE CHARTER
I. Mission Statement.
The audit committee will assist the Board of Directors of Winter Sports,
Inc. in fulfilling its oversight responsibilities. The audit committee will
review the financial reporting process, the system of internal control, the
audit process and the company's process for monitoring compliance with laws,
regulations and the code of conduct. In performing its duties, the committee
will maintain effective working relationships with the Board of Directors,
management, and the external auditors.
II. Organization.
A. The Committee shall consist of at least four (4) members of the Board
of Directors.
B. The Committee shall consist of independent members of the Board of
Directors and such members shall be financially literate.
C. At least four (4) meetings shall be held each year prior to and
collateral with the meetings of the Board of Directors.
D. The Chairman of the committee will be appointed by the Chairman of the
Board of Directors with the approval of the Board.
III. Roles and Responsibilities.
A. The Committee shall have a general overview of the financial
statements and accounting issues.
B. The Committee shall focus on integrity and skill of the external
auditors who report to it. It must rely, for the most part, on the
financial reporting judgments of the full-time managers and
professionals.
C. A prime focus of the Committee should be on the identification and
reviewing with senior corporate management the key areas of business
and financial risk to which the enterprise is exposed. The Committee
should also devote a portion of each of its meetings for briefing and
dialogue with various corporate managers of a particular function, or
particular operating group, in order to understand the risks presented
by, and the risk-management techniques employed in, that function or
business.
D. It should focus on the quality of systems and the people who are
responsible for financial management and reporting.
E. It should look forward, while learning from the past.
F. It should continually evaluate the quality of senior corporate
managers, particularly those responsible for financial accounting,
internal controls, and financial reports.
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G. The Committee should concentrate on the quality of the company's
internal controls.
1. It should review the audit plan each year and the quality of the
people responsible for internal control.
It is essential to be knowledgeable on the importance of the job
of the auditors. External auditors review financial statements
prepared by management, and based on the review of the overall
adequacy of control and on sampling and review techniques,
express an opinion on whether the financial statements accord
with generally accepted accounting principles.
2. Learn and know the company.
3. Be a constructive skeptic.
4. Be concerned and knowledgeable about all the company's financial
arrangements and relationships.
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WINTER SPORTS, INC.
P. O. Box 1400
Whitefish, Montana 59937
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint Darrel R. (Bill) Martin, Michael T. Jenson
and Brian T. (Tim) Grattan, and each of them as proxies, each with full power of
substitution, to represent and vote for and on behalf of the undersigned the
number of shares of common stock of Winter Sports, Inc. that the undersigned
would be entitled to vote if personally present at the annual meeting of
shareholders to be held October 9, 2001, and at any adjournment thereof. The
undersigned directs that this proxy be voted as follows:
1. Election of Directors (check only one box):
[ ] FOR ALL NOMINEES listed below
[ ] WITHHOLD VOTES FROM ALL NOMINEES
[ ] WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL NOMINEES. Cross out or
strike out the name(s) of the nominee(s) you do not want to vote for.
Your votes will be evenly distributed among the other nominees.
NOMINEES:
Charles R. Abell Jerome T. Broussard Brian T. (Tim)Grattan
Dennis L. Green Charles P. Grenier Jerry J. James
Michael T. Jenson Darrel R. (Bill) Martin Michael J. Muldown
If no specification is made, a vote for all nominees will be entered and will be
evenly distributed among such nominees. If you wish to cast or accumulate your
votes in a manner not provided for on this proxy, you must attend the meeting in
person or appoint some other person to act as your proxy by use of a written
proxy other than this proxy.
2. To ratify the selection of Jordahl & Sliter PLLC as independent
accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
If no specification is made, this Proxy will be voted for the selection of
Jordahl & Sliter PLLC.
3. At their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting.
The undersigned ratifies all that said proxies or their substitutes may
lawfully do by virtue thereof. The undersigned hereby revokes any proxy or
proxies heretofore given for such shares.
Date:________________________, 2001
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Signature
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Signature if held jointly
IMPORTANT: Please date and sign your name exactly as it appears on this Proxy.
If stock is held jointly, both persons should sign. Persons signing in a
representative capacity should give their title.
PLEASE PROMPTLY DATE, SIGN AND RETURN THIS PROXY
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