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-111(c) or Rule 14a-12
WESTCOAST HOSPITALITY CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 011 - (set forth the amount on
which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] 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 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:
[LOGO]
WESTCOAST HOSPITALITY
CORPORATION
Dear Shareholder: April 17, 2002
You are cordially invited to attend the 2002 Annual Meeting of
Shareholders of WestCoast Hospitality Corporation at 9:00 a.m. on Friday, May
17, 2002, at WestCoast Ridpath Hotel, 515 West Sprague Avenue, Spokane,
Washington.
The accompanying Notice of 2002 Annual Meeting of Shareholders and
the Proxy Statement describe the matters to be presented at the meeting.
Whether or not you plan to attend the meeting, we hope you will have
your stock represented by completing, signing, dating and returning your proxy
card in the enclosed postage-paid envelope as soon as possible.
Sincerely,
Donald K. Barbieri
Chairman of the Board,
President and Chief Executive Officer
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IMPORTANT
A Proxy Statement and proxy card are enclosed. All shareholders are urged to
complete and mail the proxy card promptly. The enclosed envelope for return of
the proxy card requires no postage. Any shareholder of record attending the
meeting may personally vote on all matters that are considered, in which event
the signed proxy will be revoked.
IT IS IMPORTANT THAT YOUR STOCK BE VOTED.
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NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2002
To the Shareholders:
The 2002 Annual Meeting of Shareholders of WestCoast Hospitality
Corporation will be held at 9:00 a.m. on Friday, May 17, 2002, at WestCoast
Ridpath Hotel, 515 West Sprague Avenue, Spokane, Washington for the following
purposes:
(1) To elect two directors to hold office until the expiration of
their three-year terms and until their respective successors are elected and
qualified;
(2) To ratify the appointment of BDO Seidman, LLP as auditors for
WestCoast Hospitality Corporation for 2002; and
(3) To transact such other business as may properly come before the
meeting and any adjournments thereof.
Nominees for directors are named in the enclosed Proxy Statement.
March 18, 2002 has been set as the record date for the meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of and to vote at the meeting.
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON, BUT EVEN IF YOU
EXPECT TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PAID
ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION. SHAREHOLDERS OF RECORD
ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF THEY HAVE PREVIOUSLY SENT IN A
PROXY.
By Order of the Board of Directors
Richard L. Barbieri
General Counsel
Spokane, Washington
April 17, 2002
THE 2001 ANNUAL REPORT OF WESTCOAST HOSPITALITY CORPORATION
ACCOMPANIES THIS PROXY STATEMENT.
WESTCOAST HOSPITALITY CORPORATION
2002 PROXY STATEMENT
GENERAL
The enclosed proxy is solicited by the Board of Directors of
WestCoast Hospitality Corporation, a Washington corporation, (the "Company"),
for use at the 2002 Annual Meeting of Shareholders to be held at 9:00 a.m. on
Monday, May 17, 2002, at WestCoast Ridpath Hotel, 515 West Sprague Avenue,
Spokane, Washington, and at any adjournments thereof (the "Meeting"). Only
holders of record of the Company's Common Stock, par value $0.01 per share (the
"Common Stock"), at the close of business on March 18, 2002 will be entitled to
notice of and to vote at the Meeting. On that date, the Company had 12,970,473
shares of Common Stock outstanding. Each share of Common Stock outstanding on
the record date is entitled to one vote.
The address of the Company's principal executive offices is 201 West
North River Drive, Suite 100, Spokane, Washington 99201.
This Proxy Statement and the accompanying proxy are first being
mailed to the Company's shareholders on or about April 17, 2002.
VOTING
Under Washington law, the Company's Articles of Incorporation and
By-Laws, the presence at the Meeting, in person or by duly authorized proxy, of
holders of a majority of the outstanding shares of Common Stock entitled to vote
constitutes a quorum for the transaction of business.
Shares of Common Stock for which proxies are properly executed and
returned will be voted at the Meeting in accordance with the directions noted
thereon or, in the absence of directions to the contrary, will be voted (i)
"FOR" the election of the two nominees for the Board of Directors named on the
following pages, provided that if any one or more of such nominees should become
unavailable for election for any reason, such shares will be voted for the
election of such substitute nominee or nominees as the Board of Directors may
propose; and (ii) "FOR" the ratification of the appointment of BDO Seidman, LLP
as auditors for the Company for 2002.
The two nominees for the Board of Directors who receive the greatest
number of votes cast in the election of directors by the shares present in
person or represented by proxy at the Meeting and entitled to vote shall be
elected directors. The affirmative vote of a majority of the votes cast by the
holders of shares entitled to vote and present in person or by proxy at the
Meeting is required for approval of any other matters submitted to a vote of the
shareholders. Abstention from voting for a nominee for director may make it less
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likely that the nominee will be one of the two nominees for director who receive
the greatest number of votes cast. Abstention from voting on any other proposal
will have no effect, since approval is based solely on the number of votes
actually cast.
Brokerage firms and other intermediaries holding shares of Common
Stock in street name for customers are generally required to vote such shares in
the manner directed by their customers. In the absence of timely directions,
brokerage firms and other intermediaries generally will have discretion to vote
their customers' shares in the election of directors and on the proposal to
ratify the appointment of auditors. If a brokerage firm or other intermediary
votes its customers' shares on some but not all proposals, the effect of the
non-vote will vary depending on the proposal. A non-vote for a nominee for
director will make it less likely that the nominee will be one of the two
nominees for director who receive the greatest number of votes cast. A non-vote
on any other proposal will have no effect, since approval is based solely on the
number of votes actually cast.
The Company will bear the expense of preparing, printing and
distributing proxy materials to its shareholders. In addition to solicitations
by mail, a number of regular employees of the Company may solicit proxies on
behalf of the Board of Directors in person or by telephone and may also retain
others on behalf of the Board of Directors to assist in the solicitation of
proxies by mail, telephone, e-mail and personal interview. The Company will also
reimburse brokerage firms and other intermediaries for their expenses in
forwarding proxy materials to beneficial owners of the Company's Common Stock.
REVOCATION
Any shareholder giving a proxy may revoke it at any time before it is
voted by delivering to the Company's General Counsel a written notice of
revocation or a duly executed proxy bearing a later date, or by attending the
Meeting and electing to vote in person.
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of nine members,
divided into three classes with terms expiring as follows:
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CLASS A (THREE POSITIONS WITH TERMS EXPIRING IN 2002):
Robert G. Templin
Richard L. Barbieri
Rodney D. Olson
CLASS B (THREE POSITIONS WITH TERMS EXPIRING IN 2003):
Peter F. Stanton
Stephen R. Blank
Thomas M. Barbieri
CLASS C (THREE POSITIONS WITH TERMS EXPIRING IN 2004):
Donald K. Barbieri
Ronald R. Taylor
Arthur M. Coffey
RETIRING DIRECTOR
ROBERT G. TEMPLIN, age 78, has been a director of the Company since
April 1998. Mr. Templin will be retiring from the Board effective at the
commencement of the Meeting and will be honored at the Meeting for his years of
service to the Company and to the hospitality industry. Mr. Templin has had more
than 60 years of continuous experience in ownership, acquisition and
disposition, transaction counseling, development, construction and management
work in the lodging industry in the Northwest. From 1962 to 1983, he founded and
was Chief Executive Officer of Western Frontiers, where he owned and operated
hotel and resort properties as well as owned and managed commercial and retail
properties. Since 1986, Mr. Templin has served as governor for District II for
Best Western, Inc. In 1986, he built Templin's Resort and Conference Center. He
served as president of the Idaho Inn Keepers Association from 1975 to 1976 and
president of the Coeur d'Alene Chamber of Commerce in 1963. Mr. Templin also
served on the Government Affairs Committee of Holiday Inn, Inc. from 1981 to
1982. Mr. Templin retired this past year as a representative of Region One of
the Idaho Travel Council under the Idaho Department of Commerce. Mr. Templin
serves on the Board of Directors for the Northwest District of the Lutheran
Church of the Missouri Synod.
COMPOSITION AND NOMINEES
The By-Laws of the Company provide that there shall be no fewer than
three and no more than thirteen members of the Board of Directors, as determined
from time to time by the Board. In addition, as described in the Company's
Annual Report for 2001 on Form 10-K, the Company has issued, non-voting,
non-convertible, preferred stock as part of its acquisition of Red Lion Hotels,
Inc. Under certain circumstances, which do not now exist, the holder of that
preferred stock would have the right to appoint two members to the Board.
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On the occasion of the retirement of Mr. Templin, the Board has
determined that the total number of directors shall be set at eight and the
number of Class A director positions shall be set at two, effective at the
commencement of the Meeting. At the Meeting, two persons will be elected to fill
the Class A positions for terms of three years, to hold office until the annual
meeting of shareholders in the year their terms expire (2005) and until their
respective successors have been elected and shall have qualified as provided by
the By-laws. Rodney D. Olson and Richard L. Barbieri are present directors of
the Company and have been nominated to continue as directors to fill the two
Class A positions.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
CLASS A (TERMS TO EXPIRE IN 2005)
RODNEY D. OLSON, age 51. Prior to the acquisition of WestCoast Hotels, Inc. by
the Company, Mr. Olson was the President, Chief Executive Officer and a
shareholder of WestCoast Hotels, Inc. The Company purchased WestCoast Hotels
Inc. from its shareholders, including Mr. Olson, effective December 31, 1999.
Mr. Olson has served as a director of the Company since May 2000. He is Chairman
of the Board of Directors of Paramount Hotels, LLC in Seattle, Washington. Mr.
Olson began his hotel career in 1969 with Vance Hotels, which was later renamed
WestCoast. He held executive positions in both sales and operations for Dunfey
Hotels and Red Lion Hotels prior to re-joining the Vance Hotels in 1977. With
Vance Hotels, he held positions of hotel General Manager, Vice President of
Management Services, Vice President of Purchasing, Vice President of Development
and Vice President of Operations before becoming President in 1986. Mr. Olson
has served on the Boards of the Washington State Lodging Association, Restaurant
Association of Washington State and the Seattle Hotel Association.
RICHARD L. BARBIERI, age 60, is currently an Executive Vice President and
General Counsel of the Company. Mr. Barbieri has been a Vice President of the
Company and full-time General Counsel of the Company since 1994 and a director
of the Company since 1978. From 1978 to 1995, Mr. Barbieri served as legal
counsel and Secretary of the Company, during which time he was engaged in the
private practice of law at Edwards and Barbieri, a Seattle law firm, and then at
Riddell Williams, a Seattle law firm, where he chaired the real estate practice
group. Mr. Barbieri has also served as chairman of various committees of the
State and County Bar Association and as a member of the governing board of the
County Bar Association. He also served as vice chairman of the Citizens'
Advisory Committee to the Major League Baseball Stadium Public Facilities
District in Seattle in 1996 and 1997. Mr. Barbieri is the brother of Donald K.
and Thomas M. Barbieri and brother in law of David M. Bell.
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CONTINUING DIRECTORS - NOT STANDING FOR ELECTION THIS YEAR
CLASS B (TERMS TO EXPIRE IN 2003)
PETER F. STANTON, age 45, has been a director of the Company since April 1998.
Mr. Stanton is the Chairman and Chief Executive Officer of Washington Trust
Bank. Mr. Stanton has been with Washington Trust Bank since 1982 and has served
as its President from 1990 to March of 2000, Chief Executive Officer since 1993
and Chairman since 1997. Mr. Stanton is also Chief Executive Officer, President
and a director of W.T.B. Financial Corporation (a bank holding company). In
addition to serving on numerous civic boards, Mr. Stanton was president of the
Washington Bankers Association from 1995 to 1996 and served as State Chairman of
the American Bankers Association in 1997 and 1998.
STEPHEN R. BLANK, age 56, has been a director of the Company since May of 1999.
Mr. Blank is presently Senior Fellow, Finance, for the Urban Land Institute, a
non-profit education and research institute which studies land use and real
estate development policy and practice, where he is responsible for the
Institute's real estate capital markets information and education programs. Mr.
Blank earned a B.A. in History at Syracuse University and continued on in
graduate school at Adelphi University where he earned a MBA in Finance. From
November 1993 to November 1998, Mr. Blank was the Managing Director, Real Estate
Investment Banking, for CIBC Oppenheimer Corp in New York. From 1989 to 1993, he
was Managing Director, Real Estate Investment Banking, for Cushman & Wakefield,
Inc. and from 1979 to 1989 he was Managing Director, Real Estate Investment
Banking, for Kidder, Peabody & Co., Inc. Mr. Blank is a director of the
Ramco-Gershenson Properties Trust, BNP Residential Properties, Inc., and
Atlantic Realty Trust. Mr. Blank is also adjunct Professor of Real Estate in the
Executive MBA program for Columbia University's Graduate School of Business.
THOMAS M. BARBIERI, age 44, is currently a Senior Vice President for Project
Development of the Company. Mr. Barbieri has served as a Vice President of the
Company since 1985 and as a director of the Company since 1985. From 1985 to
1997, Mr. Barbieri served as a Vice President of the Company. Mr. Barbieri
joined the Company in 1979. From 1982 to 1987, Mr. Barbieri was Operations
Manager of the Company's hospitality division. From 1987 through 1999 Mr.
Barbieri oversaw the management, supervision, and development of the Company's
real estate portfolio. In 2000 and 2001, Mr. Barbieri directed the Hotel
Operations division of the Company. He has served on Washington State Governor
Lowery's Real Estate Advisory Council, as director of the Spokane Convention and
Visitors Bureau, as a trustee of the Spokane Area Chamber of Commerce, as a
director of the Spokane Economic Development Council and as a Trustee of
Washington State University and Advisor to WSU Hotel School. Mr. Barbieri is the
brother of Donald K. and Richard L. Barbieri and brother in law of David M.
Bell.
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CLASS C (TERMS TO EXPIRE IN 2004)
DONALD K. BARBIERI, age 56, has been President and Chief Executive Officer and a
director of the Company since 1978 and Chairman of the Board since 1996. Mr.
Barbieri joined the Company in 1969 and is responsible for the Company's
development activities in hotel, entertainment and real estate areas. Mr.
Barbieri is currently chair for the Spokane Regional Chamber of Commerce. Mr.
Barbieri served as president of the Spokane Chapter of the Building Owners and
Managers Association from 1974 to 1975 and served as president of the Spokane
Regional Convention and Visitors Bureau from 1977 to 1979. He also served on the
Washington Tourism Development Council from 1983 to 1985 and the Washington
Economic Development Board while chairing the State of Washington's Quality of
Life Task Force from 1985 to 1989. Mr. Barbieri is the brother of Thomas M.
Barbieri and Richard L. Barbieri and brother in law of David M. Bell.
RONALD R. TAYLOR, age 54, has been a director of the Company since April 1998.
He has been a General Partner of Enterprise Partners, a venture capital firm
since April 1998. From 1996 to 1998, Mr. Taylor worked as an independent
business consultant. From 1987 to 1996, Mr. Taylor was chairman, president and
chief executive officer of Pyxis Corporation (a health care service provider),
which he founded in 1987. Prior to founding Pyxis, he was an executive with both
Allergan Pharmaceuticals and Hybritech, Inc. Mr. Taylor received a B.A. from the
University of Saskatchewan and an M.A. from the University of California,
Irvine. He is currently a director of Watson Pharmaceuticals, Inc. (a
pharmaceutical manufacturer), and several privately held companies including SCS
Corporation, WorkWell, Active.com, e-Assist Global Solutions, Xifin Corporation,
Zoom Systems and E-Color.
ARTHUR M. COFFEY, age 46, has been a director of the Company since 1990 and
Chief Financial Officer and Executive Vice President of the Company since June
1997. He is currently president of the Company's WestCoast Hotels division. Mr.
Coffey served as Chief Operating Officer of the Company from 1990 to June 1997.
Mr. Coffey has been in the hotel business since 1971 and joined the Company in
1981. Mr. Coffey is currently a director of the Association of Washington
Business, served as a trustee of the Spokane Area Chamber of Commerce, served as
a director of the Washington State Hotel Association from 1996 to 1997, served
as director of the Spokane Regional Convention and Visitors Bureau from 1982 to
1985 and served as president of the Spokane Hotel Association from 1989 to 1990.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met five times in 2001. All directors attended
at least 75% of the meetings of the Board of Directors and its committees on
which they serve.
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COMMITTEES OF THE BOARD OF DIRECTORS
The Company has established standing committees of its Board of
Directors, including an Audit Committee and a Compensation Committee. The
functions performed by these Committees are summarized below:
AUDIT COMMITTEE. The Audit Committee is responsible for making
recommendations concerning the engagement of the Company's independent auditors,
reviewing with the independent auditors the plans and results of the audit
engagement, approving professional services provided by the independent
auditors, considering the range of audit and non-audit fees and reviewing the
adequacy of the Company's internal accounting controls. The members of the Audit
Committee are Peter F. Stanton, Chairman, Ronald R. Taylor and Stephen R. Blank.
The audit committee met five times during 2001. All members of the Audit
Committee are independent (as independence is defined in Sections
303.01(B)(2)(a) and (3) of the New York Stock Exchange's listing standards). The
Board of Directors has adopted a written charter for the Audit Committee. A copy
of the charter is attached as Appendix A.
COMPENSATION COMMITTEE. The Compensation Committee establishes
salaries, incentives and other forms of compensation for directors, officers and
other executives of the Company. This Committee also administers the Company's
various incentive compensation and benefit plans and recommends the
establishment of policies relating to such plans. The members of the
Compensation Committee are Ronald R. Taylor, Chairman, Peter F. Stanton, and
Stephen R. Blank. The Compensation Committee met once in 2001.
REPORT OF THE
AUDIT COMMITTEE
On June 25, 2001, the Company ended its audit relationship with
PricewaterhouseCoopers LLP, the Company's independent accountants (the "Former
Accountants"). The decision to change was prompted when the Company was notified
that the staff and partners responsible for the Company's relationship were
transferring to BDO Seidman, LLP ("BDO"). The Company engaged BDO as its new
principal independent accountants effective June 28, 2001. The reports of the
Former Accountants on the financial statements for the fiscal years ended
December 31, 2000 and 1999 contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or,
except as explained in the next sentence, accounting principles. The reports
included an explanatory paragraph for a change in method of accounting for
start-up activities in 1999. The decision to dismiss the Former Accountants and
engage BDO as the principal independent accountants for the Company was approved
by the Audit Committee of the Board of Directors of the Company. During the
fiscal years ended December 31, 2000 and 1999 and the interim period ended June
25, 2001, there were no disagreements with the Former Accountants on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not
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resolved to the satisfaction of the Former Accountants, would have caused them
to make reference thereto in their report on the financial statements for such
years or the fiscal year containing such interim period. During the fiscal years
ended December 31, 2000 and 1999 and through the interim period ended June 25,
2001, there were no "reportable events" as defined by Item 304 (a)(1)(v) of
Regulation S-K. The former accountants furnished the Company with a letter
addressed to the SEC stating that they agreed with the above statements. Neither
the Company nor anyone on its behalf consulted with BDO prior to its engagement
of BDO.
The Audit Committee has reviewed and discussed the audited financial
statements with management. The Audit Committee has discussed with BDO Seidman,
LLP, the Company's independent auditors, the matters required to be discussed
under Statement on Auditing Standards No.61 (SAS 61). The Audit Committee has
received the written disclosures and the letter from BDO Seidman, LLP required
by Independence Standards Board Standard No. 1 and has discussed with BDO
Seidman, LLP its independence.
Based upon the review and discussions of the Audit Committee with
respect to the items listed above, the Audit Committee has recommended to the
Board of Directors that the audited financial statements be included in the
company's Annual Report on Form 10-K for filing with the Securities and Exchange
Commission. The Committee has also recommended, subject to shareholder approval,
the selection of BDO Seidman, LLP as the Company's independent auditors for
2002.
Respectfully submitted,
PETER F. STANTON (CHAIRMAN)
RONALD R. TAYLOR
STEPHEN R. BLANK
COMPENSATION OF DIRECTORS
Directors who are employees of the Company do not receive any fees
for their service on the Board of Directors or any committee thereof. The
Company pays each of its non-employee directors an annual fee equal to $6,000,
payable one-half in cash and one-half in shares of Common Stock. In addition,
each non-employee director is paid $500 for attendance at each meeting of the
Board of Directors and $250 for attendance at each meeting of a committee of the
Board of Directors of which such director is a member. The Company also
reimburses directors for their out-of-pocket expenses incurred in connection
with their service on the Board of Directors.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock as of March 18, 2002, by (i) each shareholder known by the Company to be
the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each
director, (iii) each named executive officer and (iv) all directors and
executive officers as a group.
NUMBER OF PERCENTAGE OF
BENEFICIAL OWNER SHARES OWNED(1) COMMON STOCK(1)
-------------------------------------- --------------- ---------------
Donald K. Barbieri (2) 3,601,298 27.7
201 W. North River Dr., Ste.100
Spokane, Washington, 99201
WM Advisors, Inc. (3) 1,811,436 14.0
1201 Third Avenue, 22nd Floor
Seattle, Washington, 98101
Dimensional Fund Advisors Inc.(4) 1,139,200 8.8
1299 Ocean Ave., 11th Floor,
Santa Monica, California 90401
DKB and HHB Unity Trust (5) 960,379 7.4
201 W. North River Dr., Ste.100
Spokane, Washington, 99201
Wellington Management Company, LLP (6) 1,195,000 9.2
75 State Street,
Boston, Massachusetts, 02109
Barbieri Family Trust 587,070 4.5
Richard L. Barbieri 533,427 4.1
David M. Bell 523,328 4.0
Thomas M. Barbieri 484,073 3.7
Arthur M. Coffey 11,538 *
Peter F. Stanton (7) 12,445 *
Ronald R. Taylor (7) 27,445 *
Robert G. Templin (7) 8,940 *
Stephen R. Blank (8) 6,154 *
Rodney D. Olson (9) 2,772 *
Shannon Kapek (10) 10,574 *
ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (11) 5,221,994 40.3
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*Represents less than 1% of Common Stock outstanding.
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of shares of Common Stock if such person or group has the
right to acquire beneficial ownership of such shares within 60 days. For
purposes of computing the percentage of outstanding shares held by each person
or group of persons named above on a given date, any security which such person
or persons has the right to acquire within 60 days after such date is deemed to
be outstanding, but is not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person.
(2) Includes shares of Common Stock held by the DKB & HHB Unity Trust, an
irrevocable trust, of which Donald K. Barbieri and his spouse Heather Barbieri
are co-trustees and for which Donald K. Barbieri exercises voting power, and of
which they otherwise disclaim beneficial ownership.
(3) Reported ownership for this entry is based solely on the Schedule 13G filed
on January 2, 2002 for this owner.
(4) Reported ownership for this entry is based solely on the Schedule 13G filed
on February 12, 2002 for this owner.
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(5) These shares are also included in the number of shares beneficially owned by
Donald K. Barbieri. Mr. Barbieri disclaims beneficial ownership of these shares.
(6) Reported ownership for this entry is based solely on the Schedule 13G filed
on February 12, 2002 for this owner.
(7) Includes 8,000 shares subject to options that are exercisable within 60 days
of March 15, 2002.
(8) Includes 4,000 shares subject to options that are exercisable within 60 days
of March 15, 2002.
(9) Includes 2,000 shares subject to options that are exercisable within 60 days
of March 15, 2002.
(10) Includes 4,000 shares subject to options that are exercisable within 60
days of March 15, 2002.
(11) Includes 34,000 shares subject to options that are exercisable within 60
days of March 15, 2002.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on the Company's review of Forms 3, 4 and 5 and any amendments
thereto furnished to it pursuant to Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and written representations by the
Company's officers and directors regarding compliance with applicable filing
requirements, the Company believes that all filing requirements under Section 16
applicable to its officers, directors and greater than ten percent shareholders
were complied with in 2001.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has periodically entered into agreements with Inland
Northwest Corporation, ("INC") and Huckleberry Bay Company, ("HBC") (former
subsidiaries of the Company that were spun off to shareholders prior to its
initial public offering) to provide development, accounting and other
administrative services to INC and HBC in exchange for fees and costs incurred
by the Company in connection with providing such services. The agreements are
subject to termination annually. During 2001 the Company recorded fees and other
income from the INC and HBC agreements in the amount of $263,005. Certain
executive officers hold approximate ownership interests in HBC as follows:
Donald K. Barbieri, 38%; DKB/HHB Unity Trust (Donald K. Barbieri, Trustee), 14%;
Richard L. Barbieri, 8%; Thomas M. Barbieri, 8%; David M. Bell, 8%. These
executive officers also hold the following approximate ownership interests in
INC: Donald K. Barbieri, 19%; DKB/HHB Unity Trust (Donald K. Barbieri, Trustee),
7%; Richard L. Barbieri, 4%; Thomas M. Barbieri, 4%; David M. Bell, 4%.
With respect to material transactions (or series of related
transactions) between the Company and related parties, the Company has
implemented a policy requiring any such transaction to be approved by a majority
of the non-employee directors, upon such directors' determination that the terms
of the transaction are no less favorable to the Company than those that could be
obtained from unrelated third parties.
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EXECUTIVE COMPENSATION
The following table provides information for the past three fiscal
years concerning all compensation received by those persons who were, in 2001,
the Company's Chief Executive Officer and the four other most highly compensated
executive officers of the Company (the "named executive officers").
SUMMARY COMPENSATION TABLE
- ---------------------- ------------------------------------- ---------------------------------- ---------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------- ----------------------------------
SECURITIES ALL OTHER
SALARY BONUS STOCK UNDERLYING COMPENSATION(1)
NAME AND POSITION YEAR ($) ($) AWARDS $ OPTIONS (#) ($)
- ---------------------- ----------- ------------ ------------ ----------------- ---------------- ---------------------
Donald K. Barbieri 2001 $167,321 $ -0- $7,000 20,942 $6,596
President / CEO 2000 161,345 -0- -0- -0- 3,570
1999 160,765 11,333 -0- 1,247 3,360
Arthur M. Coffey 2001 $165,846 $ -0- $18,000 20,758 $21,915(2)
Executive VP/CFO 2000 159,461 -0- -0- 9,624 23,925(2)
1999 134,819 14,797 23,813(4) 6,052 3,360(3)
Thomas M. Barbieri 2001 $150,298 $ -0- $16,315 12,541 $5,878
Senior VP - 2000 144,749 -0- -0- 8,722 3,108
Project Development 1999 133,403 10,403 -0- 5,794 3,360
Richard L. Barbieri 2001 $145,115 $ -0- $16,000 12,109 $4,353
Executive VP/ 2000 139,181 -0- -0- 8,421 2,117
General Counsel 1999 99,566 6,090 -0- 5,840 2,035
David M. Bell 2001 $128,841 $ -0- $27,970 10,751 $5,474
Senior VP - 2000 121,327 -0- -0- 6,797 2,621
Project Development 1999 99,566 7,287 -0- 5,807 2,792
- ---------------------- ----------- ------------ ------------ ----------------- ---------------- ---------------------
- ---------------------
(1) Contributions to the Company's 401(k) plan, except in the case of Mr.
Coffey.
(2) Contributions to the Company's 401(k) plan and payment by Company to rescind
3,000 shares of restricted stock granted at the Public Offering.
(3) Excludes value attributed to 3,000 shares of restricted stock granted to
Arthur M. Coffey at the initial public offering.
(4) Includes value attributed to 3,000 shares of restricted stock granted to
Arthur M. Coffey.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENT OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM
OPTION/SARS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------------
Donald K. Barbieri 20,942 5.80% 6.07 12/31/2011 79,944 202,593
Arthur M. Coffey 20,758 5.76% 6.07 12/31/2011 79,241 200,813
Thomas M. Barbieri 12,541 3.48% 6.07 12/31/2011 47,874 121,322
Richard L. Barbieri 12,109 3.36% 6.07 12/31/2011 46,225 117,143
David M. Bell 10,751 2.98% 6.07 12/31/2011 41,041 104,005
-11-
The options have a term of ten years and will vest as to 50% of the
underlying shares on the fourth anniversary of the date of grant and as to the
remaining 50% on the fifth anniversary of the date of grant. This vesting
schedule will change if, beginning one year after the option grant date, the
market price of the Common Stock remains at the following appreciation levels
(measured as a percentage increase over the stock price at the time the option
was granted) for 60 consecutive trading days:
PERCENT OF OPTION
SHARE PRICE INCREASE: SHARES VESTED:
25 % 25 %
50 % 50 %
75 % 75 %
100 % 100 %
Such options shall be exercisable, subject to vesting, for ten years
from the date of grant and in all other respects shall be subject to the terms
and conditions of the 1998 Stock Incentive Plan. Vesting of such options is also
conditioned upon the holder's employment with the Company on the scheduled
vesting date. No options had been exercised as of December 31, 2001.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES(1)
- ----------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT FY-END (#) MONEY OPTIONS AT FY-END ($)
NAME EXERCISABLE /UNEXERCISABLE EXERCISABLE /UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------
Donald K. Barbieri 0/112,783 -0-/-0-
Arthur M. Coffey 0/91,947 -0-/-0-
Thomas M. Barbieri 0/72,476 -0-/-0-
Richard L. Barbieri 0/71,902 -0-/-0-
David M. Bell 0/68,807 -0-/-0-
- -----------------------------
(1) No options were exercised or exercisable in 2001
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee, which consists of three non-employee
directors, implements and endorses the goals of the Company's executive
compensation program, which reflect three guiding principles: (i) to provide
compensation and benefits that allow the Company to maintain competitive
compensation to attract and retain executives with the skills critical to the
Company's long-term success, (ii) to reward performance in attaining business
objectives and maximizing shareholder value and (iii) to encourage Company stock
ownership through officer ownership guidelines that are monitored by the
Committee on an ongoing basis.
During 2001, the Compensation Committee's compensation policies with
regard to the Company's executive officers were as follows: (1) The base 2001
salary of the executive officers was increased 3% to 6% from the 2000 base
-12-
salary to maintain a competitive base compensation. (2) the Committee
established a target incentive bonus for the year of 30%, with a maximum of 45%
of the base salary to be paid in 2002 if the Company achieved its financial
targets and the executive met certain pre-determined goals in 2001. (3) a review
of the year 2000 performance versus targets established by the Compensation
Committee was conducted which resulted in a one-time stock bonus being granted
in 2001 to executive officers in lieu of a cash payment; and (4) a one-time
stock option was granted to the executive officers at the end of the year 2001.
The options have a term of ten years, and will vest as to 50% of the underlying
shares on the fourth anniversary of the date of grant and as to the remaining
50% on the fifth anniversary of the date of grant, subject to earlier vesting in
certain circumstances.
The Compensation Committee retained Towers Perrin in 1999 to review
and make recommendations for the compensation of the executive officers. The
Compensation Committee adopted these recommendations and has annually reviewed
the general guidance from Towers Perrin and current economic trends in its
evaluation of the appropriate compensation package for all executive officers.
In 2001 the base salary for Donald K. Barbieri, President and Chief
Executive Officer was increased 3.7% to maintain the base compensation at a
competitive level. Performance measurements of company earnings targets and
position performance were evaluated which resulted in a bonus of 4% of base
salary. The bonus was paid in the form of a grant of 1,400 shares of stock.
Respectfully submitted,
RONALD R. TAYLOR, CHAIRMAN
PETER F. STANTON
STEPHEN R. BLANK
-13-
EMPLOYMENT CONTRACTS, TERM OF EMPLOYMENT AND CHANGE-IN-
CONTROL ARRANGEMENTS
EMPLOYMENT AGREEMENTS
Donald K. Barbieri serves at the pleasure of the Board of Directors.
The Company has employment agreements with each of Arthur M. Coffey, Richard L.
Barbieri, David M. Bell and Thomas M. Barbieri which provided for 2001 base
salaries of, $165,846 in the case of Mr. Coffey, $145,115 in the case of Richard
L. Barbieri, $128,841 in the case of Mr. Bell and $150,298 in the case of Thomas
M. Barbieri, subject, in each case, to periodic increases. Each executive
officer is eligible to receive annual bonuses as determined by the Compensation
Committee and is entitled to participate in all existing or future benefit plans
of the Company, on the same basis as other senior officers of the Company.
The employment agreements with the named executive officers (as used
below, each an "Executive") are substantially similar and provided as follows:
Each Executive shall serve in the position described above through December 31,
2002, unless terminated earlier in accordance with the terms of such agreement.
Thereafter, each agreement automatically renews for additional one-year periods,
unless terminated by either party upon 120-days' notice prior to the end of the
initial or any renewal period. The agreements may be terminated by the Company
for Cause (as defined in such agreement) or by the Executive (i) for Good Reason
(as defined in such agreement) or (ii) within six months of a Change of Control
of the Company (as defined in such agreement). If the Executive terminates the
agreement for Good Reason (or the Company terminates the agreement without
Cause) or, after the initial term ends, unilaterally determines to not renew
such Executive's agreement, the Executive will receive a severance payment equal
to two times such Executive's total compensation in the prior year, plus a
continuation of all benefits for a two-year period, and all outstanding options
of such Executive shall become fully vested. If the Executive terminates the
agreement following a Change of Control, the severance payment will be equal to
three times such Executive's total compensation for the prior year.
The Company has also agreed to reimburse the Executive for any
federal, state or local excise taxes ("Excise Tax"), and any additional taxes to
which he may be subject, on any payments to the Executive from the Company as a
result of accelerated vesting of his options, up to a maximum reimbursement
equal to two times the amount of such Excise Tax.
-14-
STOCK PRICE PERFORMANCE
The following graph depicts the Company's Common Stock price
performance relative to the performance of the Russell 2000 Composite Index and
the Standard & Poor's Lodging-Hotels Index.
COMPARISON OF CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
April 1998 1998 1999 2000 2001
---------- ---- ---- ---- ----
Westcoast Hospitality $100.00 $71.67 $55.00 $34.17 $40.94
- --------------------------------------------------------------------------------
S & P LODGING - HOTELS $100.00 $73.99 $73.99 $59.84 $56.10
- --------------------------------------------------------------------------------
RUSSELL 2000 $100.00 $88.14 $106.97 $103.85 $106.59
- --------------------------------------------------------------------------------
The graph above assumes an investment of $100 in the Company's Common
Stock, the Russell 2000 Composite Index, and the Standard & Poor's
Lodging-Hotels Index, and assumes a reinvestment of all dividends. The Company
has not paid cash dividends on its Common Stock. Note that the Company's Common
Stock price performance on the graph above is not necessarily indicative of
future stock price performance.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF AUDITORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR:" THE RATIFICATION OF
THE APPOINTMENT OF BDO SEIDMAN, LLP AS AUDITORS FOR THE COMPANY FOR 2002.
Unless instructed to the contrary, it is intended that votes be cast
pursuant to the accompanying proxy for the ratification of the appointment of
BDO Seidman, LLP as auditors for the Company for 2002. BDO Seidman, LLP has
audited the accounts for the Company since 2001, when it was appointed to
replace the firm of PricewaterhouseCoopers LLP at the time it closed the office
which formerly served the account of the Company. Representatives of BDO
Seidman, LLP are expected to attend the Meeting and will have an opportunity to
make a statement and/or respond to appropriate questions from shareholders.
-15-
In the event that the ratification of the appointment of auditors is
not made by a majority of the shares cast on this proposal, the selection of
other auditors will be considered by the Board of Directors.
AUDIT FEES
The fees billed for professional services by BDO Seidman, LLP for the
audit of the Company's financial statements and the fiscal year reviews of the
financial statements for 2001 were $117,000.
FINANCIAL INFORMATION AND SYSTEMS DESIGN AND IMPLEMENTATION FEES
During 2001, BDO Seidman, LLP did not provided the Company any
professional services described in paragraph (c)(4)(ii) of Rule 2-01 of
Regulation S-X.
ALL OTHER FEES
The fees billed by BDO Seidman, LLP for all other professional
services rendered to the Company during 2001 were $42,575. These services
related primarily to income taxes.
AUDITOR INDEPENDENCE
The Audit Committee of the Board of Directors has considered whether
the other professional services provided by BDO Seidman, LLP are compatible with
maintaining its independence.
OTHER MATTERS
The Company knows of no other matters that are likely to be brought
before the Meeting. If, however, other matters that are not now known or
determined come before the Meeting, the persons named in the enclosed proxy or
their substitutes will vote such proxy in accordance with their discretion to
the extent permitted by applicable law.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders to be considered for inclusion in the Proxy
Statement and proxy for the Company's 2003 Annual Meeting of Shareholders must
be received by the Company's General Counsel on or prior to December 18, 2002.
A shareholder of record who intends to submit one or more nominations
for directors at the meeting, must provide prior written notice to the Company.
The notice should be addressed to the Secretary and received at the Company's
principal executive offices not later than February 18, 2003. The written notice
-16-
must satisfy certain requirements specified in the Company's By-laws. A copy of
the Company's By-laws will be sent to any shareholder upon written request to
the Company's Secretary.
If a shareholder of record who intends to submit a proposal at the
2003 Annual Meeting does not provide the Company notice of the proposal on or
prior to March 4, 2003, the persons named in the enclosed proxy or their
substitutes will have the authority to vote the proxy in their discretion on the
proposal.
ANNUAL REPORT AND ANNUAL REPORT ON FORM 10-K
A copy of the Company's 2001 Annual Report on Form 10-K for the year
ended December 31, 2001 as filed with the Securities and Exchange Commission is
being mailed with this Proxy Statement to each shareholder of record.
Shareholders not receiving a copy of such Annual Report may obtain one without
charge by writing or calling Stephen Barbieri, 201 West North River Drive, Suite
100, Spokane, Washington 99201, (509) 459-6100.
By Order of the Board of Directors
Richard L. Barbieri
General Counsel
Spokane, Washington
April 17, 2002
-17-
WestCoast Hospitality Corporation
Amended and Restated
Audit Committee Charter
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:
o Monitor the integrity of the Company's financial reporting process
and systems of internal controls regarding finance, accounting, and
legal compliance.
o Monitor the independence and performance of the Company's independent
auditors.
o Provide an avenue of communication among the independent auditors,
management, and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Audit Committee has the ability to retain, at the
Company's expense, special legal, accounting, or other consultants or
experts it deems necessary in the performance of its duties.
The function of the Audit Committee is oversight. Management is
responsible for the preparation, presentation and integrity of the
Company's financial statements. Management is responsible for
maintaining appropriate accounting and financial reporting principles
and policies and internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and
regulations. The independent auditors are responsible for planning
and carrying out a proper audit of the Company's annual financial
statements, review of the Company's quarterly financial statements
prior to the filing of each quarterly report on Form 10-Q, and other
procedures. In fulfilling their responsibilities hereunder, it is
recognized that members of the Audit Committee are not full-time
employees of the Company and are not, and do not represent themselves
to be, accountants or auditors by profession or experts in the fields
of accounting or auditing including matters of auditor independence.
As such, it is not the duty or responsibility of the Audit Committee
or its members to conduct "field work" or other types of auditing or
accounting reviews or procedures or to set auditor independence
standards, and each member of the Audit Committee shall be entitled
to rely on (i) the integrity of those persons and organizations
within and outside the Company from which it receives information,
(ii) the
-18-
accuracy of the financial and other information provided to the Audit
Committee by such persons or organizations absent actual knowledge to
the contrary (which shall be promptly reported to the Board of
Directors) and (iii) representations made by management as to any
information technology, internal audit and other non-audit services
provided by the independent auditors to the Company.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the New York
Stock Exchange. The Audit Committee shall be comprised of three or
more directors as determined by the Board, each of whom shall be an
independent non-executive director, free from any relationship that
would interfere with the exercise of his or her independent judgment.
All members of the Committee shall have a basic understanding of
finance and accounting and be able to read and understand fundamental
financial statements, and at least one member of the Committee shall
have accounting or related financial management expertise.
Audit Committee members shall be appointed annually by the Board of
Directors at its annual meeting or as necessary to fill vacancies in
the interim. The Board of Directors shall designate one of the
Committee members as chairman.
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee Chair shall
prepare and/or approve an agenda in advance of each meeting. The
Committee should meet privately in executive session at least
annually with management, the independent auditors, and legal counsel
to discuss any matters that the Committee or any of these groups
believe should be discussed. In addition, the Committee, or at least
its Chair, should communicate with management and the independent
auditors quarterly to review the Company's interim financial
statements and significant findings based upon the auditors' limited
review procedures.
III. Audit Committee Responsibilities and Duties
Review Procedures
-----------------
1. Review and reassess the adequacy of this Charter at least
annually. Submit the Charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.
2. Review the Company's annual audited financial statements prior
to filing or distribution. Review should include discussion with
management and independent auditors of significant issues
regarding accounting principles, practices, and judgments.
-19-
3. In consultation with the management and the independent
auditors, consider the integrity of the Company's financial
reporting processes and controls. Discuss significant financial
risk exposures and the steps management has taken to monitor,
control, and report such exposures. Review significant audit
findings or recommendations generated by the independent
auditors together with management's responses including the
status of any previous recommendations.
4. Review with financial management and the independent auditors
the Company's quarterly financial results prior to the release
of earnings and/or the Company's quarterly financial statements
prior to filing or distribution. Discuss any significant changes
to the Company's accounting principles and any items required to
be communicated by the independent auditors in accordance with
SAS 61 (see item 9). The Chair of the Committee may represent
the entire Audit Committee for purposes of this review.
Independent Auditors
--------------------
5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
review the independence and performance of the auditors and
annually recommend to the Board of Directors the appointment of
the independent auditors or approve any discharge of the
auditors when circumstances warrant.
6. Approve the fees and other significant compensation to be paid
to the independent auditors. Review and approve requests for
significant management consulting engagements to be performed by
the independent auditor's firm and be advised of any other
significant study undertaken at the request of management that
is beyond the scope of the audit engagement letter.
7. On an annual basis, the Audit Committee should review and
discuss with the independent auditors all significant
relationships they have with the Company that could impair the
auditors' independence.
8. Review the independent auditors' engagement letter and audit
plan - discuss audit scope, engagement staffing, Company
locations to be visited, extent of management assistance,
reliance upon management self-audit activities, and other
matters regarding the auditors' approach.
9. Prior to releasing the year-end earnings, discuss the results of
the audit with the independent auditors. The Committee should
inquire about changes in the audit plan, restrictions on the
scope of activities, observations of control weaknesses, etc.
Discuss certain matters
-20-
required to be communicated to audit committees in accordance
with AICPA SAS 61.
10. Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting. This discussion should cover
the independent auditors' judgments regarding the clarity of the
financial disclosure practices used or proposed by the Company
and whether management's choices of accounting principles appear
reasonable from the perspective of income, asset and liability
recognition, and whether the principles are common practices or
are minority practices.
Legal Compliance
----------------
11. On at least an annual basis, review with the Company's legal
counsel, any legal matters that could have a significant impact
on the organization's financial statements, the Company's
compliance with applicable laws and regulations, and inquiries
received from regulators or governmental agencies.
12. Review all reports concerning significant fraud or regulatory
noncompliance that occurs at the Company. This review should
include consideration of the internal controls that should be
strengthened to reduce the risk of a similar event in the
future.
Other Audit Committee Responsibilities
--------------------------------------
13. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be
included in the Company's annual proxy statement.
14. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the
Board deems necessary or appropriate.
15. Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing
activities.
16. Review financial and accounting personnel succession planning
within the Company.
17. Review managements' and the independent auditors'
recommendations regarding the formation of an Internal Audit
function within the Company.
-21-
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
WESTCOAST HOSPITALITY CORPORATION
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Richard L. Barbieri and Arthur
M. Coffey, and each of them, his true and lawful agents and proxies with full
power of substitution in each, to represent and to vote, in such manner as in
their discretion shall be deemed appropriate to carry out the authority as
designated below, all shares of Common Stock of WestCoast Hospitality
Corporation that the undersigned would be entitled to vote if present in person
at the Annual Meeting of Shareholders of WestCoast Hospitality Corporation to be
held on May 17, 2002, at 9:00 a.m. local time at WestCoast Ridpath Hotel, 515 W.
Sprague Avenue, Spokane, Washington and at any adjournments thereof, on all
matters properly coming before such meeting.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations.
(TO BE SIGNED ON REVERSE SIDE)
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
WESTCOAST HOSPITALITY CORPORATION
MAY 17, 2002
Please Detach and Mail in the Envelope Provided
A [X] Please mark your
votes as in this
example.
FOR WITHHELD
1. Election [_] [_] Nominees: Rodney D. Olsen
of Richard L. Barbieri
Directors
For all except vote withheld from the following nominees:
- -------------------------------------------------------
2. RATIFICATION OF AUDITORS Approval of BDO Seidman, LLP, independent certified
public accountants to audit the accounts and records of WestCoast Hospitality
Corporation for the fiscal year ending December 31, 2002.
3. In their discretion, upon such other matters as properly come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS AND
FOR PROPOSAL 2.
The Board of Directors recommends a vote FOR the election of Directors and
FOR Proposal 2.
CHANGE OF ADDRESS COMMENTS BELOW
- ----------------------------------
- ----------------------------------
- ----------------------------------
SIGNATURE(S)
------------------------------ --------------------------------
SIGNATURE IF HELD JOINTLY
Dated: , 2002
-------------
NOTE: Please sign name(s) exactly as printed hereon. Joint owners should each
sign. If signing as attorney, administrator, executor, trustee or guardian, give
full name as such.