TRI-NATIONAL DEVELOPMENT CORP.
480 Camino Del Rio South, Suite 140
San Diego, California 92108
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 22, 1999
TO THE SHAREHOLDERS OF TRI-NATIONAL DEVELOPMENT CORP.:
The annual meeting of the shareholders of Tri National Development
Corp. (the "Company") will be held at 480 Camino Del Rio South, Suite 140,
San Diego, California 92108, on December 22, 1999, at 9:00 a.m. for the
following purpose:
1. To elect a Board of Directors for the Company.
2. To approve the continuation of Ludlow & Harrison, LLP as the
Company's independent public accountants for the fiscal year
ending April 30, 2000.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR
EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS AND RECOMMENDS THAT YOU VOTE
"FOR" APPROVAL OF EACH OTHER ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS.
Shareholders of record at the close of business on October 25, 1999,
are the only persons entitled to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE FILL IN,
SIGN, DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO
SAVE THE COMPANY FURTHER SOLICITATION EXPENSE. If you are present at the
meeting, you may then revoke your proxy and vote in person, as explained in
the Proxy Statement in the section entitled "ANNUAL MEETING OF SHAREHOLDERS
- - DECEMBER 22,1999." A return envelope is enclosed for your convenience.
/s/ JASON A SUNSTEIN
Jason A. Sunstein
Secretary
Dated: November 23, 1999
480 Camino Del Rio South, Suite 140, San Diego, CA 92108
Tel. (619) 718-6370 Fax (619) 718-6377
<PAGE>
________________________________________
PROXY STATEMENT
________________________________________
TRI-NATIONAL DEVELOPMENT CORP.
480 Camino Del Rio South, Suite 140
San Diego, California 92108
ANNUAL MEETING OF SHAREHOLDERS - DECEMBER 22, 1999
The enclosed Proxy is solicited by the Board of Directors of Tri-National
Development Corp. (the "Board") in connection with the annual meeting of
shareholders of Tri-National Development Corp. (the "Company") to be held
on December 22, 1999 at 9:00 A.M. at 480 Camino Del Rio South, Suite 140,
San Diego, California 92108, and at any adjournments thereof. The cost
of solicitation, including the cost of preparing and mailing the Notice
of Shareholders' Meeting and this Proxy Statement, will be paid by the
Company. Such mailing took place on approximately November 23, 1999.
Representatives of the Company may, without cost to the Company, solicit
Proxies for the management of the Company by means of mail, telephone or
personal calls.
A Proxy with respect to the Company may be revoked before the meeting
by giving written notice of revocation to the Secretary of the Company, or
may be revoked at the meeting, prior to voting. Unless revoked, properly
executed Proxies with respect to the Company will be voted as indicated in
this Proxy Statement. In instances where choices are specified by the
shareholders in the Proxy, those Proxies will be voted or the vote will be
withheld in accordance with each shareholder's choice. An "abstention" on
any proposal will be counted as present for purposes of determining whether
a quorum of shares is present at the meeting with respect to the proposal
on which the abstention is noted, but will be counted as a vote "against"
such proposal. Should any other matters come before the meeting, it is the
intention of the persons named as proxies in the enclosed Proxy to act upon
them according to their best judgment.
Only shareholders of record at the close of business on October 25,
1999 may vote at the meeting or any adjournments thereof. As of that date
there were issued and outstanding approximately 29,861,978 common shares of
all classes, no par value, of the Company. Each shareholder of the Company
is entitled to one vote for each share of the Company held. Voting for the
election of directors is not cumulative, which means that the holders of a
majority of the Company's outstanding shares have the power to elect the
entire board of directors of the Company. None of the matters to be
presented at the meeting will entitle any shareholder of the Company to
appraisal rights. In the event that Proxies which are sufficient in number
to constitute a quorum are not received by December 17, 1999, the persons
named as Proxies may propose one or more adjournments of the meeting to
permit further solicitation of Proxies. Such adjournments will require the
affirmative vote of the holders of a majority of the shares present in
person or by Proxy at the meeting. The persons named as proxies will vote
in favor of such adjournment. At the annual meeting, the shareholders of
the Company will be asked to reelect the current members of the Board and
to approve the selection of the independent public accountant for the Company.
<PAGE>
SHARE OWNERSHIP
As of November 16, 1999, to the knowledge of management, two persons
owned beneficially more than 5% of the outstanding shares of the Company.
The following table sets forth, as of April 30, 1999, information
relating to the beneficial ownership of the Company's Common Stock by each
person known to the Company to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock, by each director, by
each of the named executive officers and by all directors and executive
officers as a group.
Name Number of Shares of Percent of Outstanding
- ---- Common Stock Held Shares
----------------- ------
Michael A. Sunstein 2,063,240 7.98
Jerry J. Parker, M.D. 1,850,857 7.16
Paul G. Goss 325,000 1.26
Jason A. Sunstein 275,000 1.06
Jay Pasternak 121,287 0.47
Robert Rosen, M.D. 90,000 0.35
Arthur Lilly 74,000 0.29
Gilbert Fuentes 50,000 0.19
Shane Kennedy 1,200 0.01
Theodore Takacs 1,000 0.01
All Directors and
Officers as a Group 4,851,588 18.78
ANNUAL REPORT OF THE COMPANY
The semiannual report of the Company containing unaudited financial
statements for the three months ended July 31, 1999 and audited financial
statements for the fiscal year ended April 30, 1999 was mailed to the
shareholders on or about November 23, 1999.
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
It is intended that the enclosed Proxy will be voted for the election
of the seven (7) persons named below as directors for the Company unless
such authority has been withheld in the respective Proxy. The term of
office of each person elected to be a director of the Company will be until
the next regular or annual meeting of the shareholders at which election of
directors is an agenda item and until his successor is duly elected and
shall qualify. Pertinent information regarding each nominee for the past
five years is set forth following his name below.
<TABLE>
<CAPTION>
NAME AND AGE POSITION WITH THE COMPANY AND BUSINESS ADDRESS
AND PRINCIPAL OCCUPATIONS
<S> <C> <C>
Michael A. Sunstein (57) Mr. Sunstein has been the Chief 480 Camino Del Rio South
Executive Officer and a Director Suite 140
of the Company since 1989. Prior San Diego, CA 92108
to founding the Company, Mr.
Sunstein spent 15 years in the housing
industry, primarily with Kaufman and
Broad Homes, Inc., a New York Stock
Exchange listed company, where he
served as President of the Midwestern
Division and acting President of the
East Coast Division. In those
capacities he was responsible for the
financial, building and delivery of
approximately $30,000,000 in housing
sales annually. He resigned from Kaufman
and Broad and started his own firm
in the building and materials and single-
family home industry in Michigan.
Shane Kennedy (35) Mr. Kennedy has been a Director of 480 Camino Del Rio South
the Company since 1994. Mr. Kennedy Suite 140
has been an insurance adjuster for San Diego, CA 92108
the Insurance Corporation of British
Columbia since 1990 and is also
President of Northern Trader
Incorporated, which is an import and
export company. He is Canadian citizen.
Mr. Kennedy received his B.A. degree in
Political Science from the University
of British Columbia.
4
<PAGE>
Arthur Lilly (67) Mr. Lilly has been a Director of the 480 Camino Del Rio South
Company since 1995. Since January 1, Suite 140
1995, he has been and is currently San Diego, CA 92108
Vice President of Finance and Chief
Financial Officer of Canlan
Investment Corp. From 1968 to 1994,
Mr. Lilly was a partner in the
accounting firm of Lilly Johanneson,
which served as the Company's auditors
from 1988 to 1994. Mr. Lilly, a
Chartered Accountant, has a Bachelor
of Commerce degree from the University
of British Columbia.
Jay Pasternak (42) Mr. Pasternak has been a Director of 480 Camino Del Rio South
the Company since 1994. He is a Suite 140
Canadian citizen who has spent the San Diego, CA 92108
last ten years in the private practice
of mental health counseling at the
Denwood Institute in Toronto, Canada,
Ontario Hydro, Futures Ontario and the
Hubar Memorial Hospital, all Canadian
government facilities. Mr. Pasternak is
a C.L.S. graduate from McMaster University
in Hamilton, Ontario (1994) and a Human
Services Counselor graduate from George
Brown University 1996.
Robert Rosen, M.D. (52) Dr. Rosen has been a Director of the 480 Camino Del Rio South
Company since 1994. Dr. Rosen is an Suite 140
opthamologist and is presently San Diego, CA 92108
Executive Director of MAC-IPA, a 47
physician multi-specialty IPA in
Montgomery County, Tennessee, where
he is responsible for policy, long
range strategic planning, physician
recruitment, contracting and
utilization review. From 1993 to 1995
he was Medical Director of the
MidSouth Eye Center in Clarksville,
Tennessee, a private practice, and
Medical Director of EYE PA, a nationwide
integrated delivery system for
eyecare, a subsidiary of EYECORP/PRG.
From 1992 to 1993 he was Associate
Medical Director of East County Physician
Medical Group (IPA) in San Diego,
California and from 1977 to 1993 he was
President and Medical Director of Eye
Care Professionals in San Diego, a single
specialty medical corporation. He was
also Medical Director of the Pearle Eye
5
<PAGE>
Foundation from 1987 to 1993, a non-profit
corporation and he also served as Medical
Director for Pearle Visioncare, a
California Knox-Keane HMO from 1986 until
1993. Dr. Rosen was Assistant Clinical
Professor of Opthamology at the University
of California, San Diego from 1977
until 1993.
Theodore Takacs (52) Mr. Takacs has been a Director of 480 Camino Del Rio South
the Company since 1994. Mr. Takacs Suite 140
is a Canadian citizen who for the San Diego, CA 92108
last ten years has been engaged in
labor relations consulting and
negotiation. He is presently a
Constituency Assistant to the Honorable
Bill Barlee in Osoyoos, British
Columbia where he also owns and
operates an orchard.
Jerry J. Parker, M.D. (62) Dr. Parker has been a Director of 480 Camino Del Rio South
the Company since 1996, and is V.P. Suite 140
for Medical Affairs. He serves as San Diego, CA 92108
Director of Radiology for several MRI
and imaging centers in Northern
California. He is Clinical Associate
Professor of Radiology at the
University of California San Fransisco
and Instructor of School of Medicine.
Dr. Parker received his M.D. degree
from the University of Manitoba,
Canada.
</TABLE>
None of the persons named as nominees for the Company are directors of
any other Reporting Companies. "Reporting Companies" include companies
with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act")or subject to
the requirements of Section 15(d) of the 1934 Act, or any company
registered as an investment company under the Investment Company Act of
1940, as amended (the "1940 Act").
The Company does not have a standing audit or nominating committee of
its board of directors, or committees performing similar functions. The
Company has granted stock options to members of the board of directors in
1996, 1997 and 1998. Other than these stock options, the Company does not
pay compensation to its directors, nor does it maintain any pension,
retirement or other arrangement other than as disclosed in the following
table for compensating its Directors. The board of directors for the
Company held a total of eight (8) regular meetings during its last fiscal
year. All directors attended each of the meetings via telephone
conferencing.
6
<PAGE>
The Company has an advisory board. The Company's advisory team
consists of the following key members:
DOUGLAS MORGAN. Mr. Morgan joined the Company in 1989 as a
shareholder and in September of 1998 as a consultant for Internet
marketing, web design and computer software, hardware and networking. Mr.
Morgan is a Magna Cum Laude graduate from both Massachusetss Institute of
Technology with a Bachelors Degree and Stanford University with a Masters
Degree, both in Computer Science and Electrical Engineering. He has over
25 years of experience in the computer industry with an early background in
programming, design and project management with companies such as Computer
Sciences Corp., Hughes, NCR and Hewlett Packard.
DANIEL LOMAX. Mr. Lomax has been involved with the Company in various
capacities since 1990 and most recently as President of Solymar, the
construction company contracted to build the Company's assisted living
facilities. Mr. Lomax entered the general contracting and development
business in the State of California in 1960 with single-family homes,
remodeling, commercial projects and major shopping center tenant
improvements. In 1975, Mr. Lomax received his BI heavy construction
license from the State of Arizona and started designing, building and
financing single-family town homes, single-family lot homes and
condominiums, exceeding 1,500 units.
LOUIS LESSER. Mr. Lesser has been a consultant to the Company since
1991 on financing and real estate transactions. Mr. Lesser has
successfully built, owned and operated numerous real estate companies,
hotel properties and oil and gas companies since 1935, including Chairman
and President of Louis Lesser Enterprises, Inc. of Beverly Hills, CA,
which was listed on the American Stock Exchange. Louis Lesser Enterprises
built, developed and operated over $1,000,000,000 of commercial and
residential real estate properties and over $500,000,000 of housing
projects for the Army, Navy, Air Force and Marine Corps. all over the U.S.
DAVID RENTZ. Mr. Rentz has been a consultant to the Company since
1998 on corporate financing and real estate transactions and most recently,
for the past four years as President of Rentz Christian & Co., the
Company's investment banker. Rentz Christian is the Dealer-Manager of a
$3.2 million Private Placement for a "Participating First Mortgage
Financing Program" (see "Subsequent Events") for Portal Del Mar (see
"Business"). Prior to Rentz Christian & Co., Mr. Rentz was the President
of Florida Country Development, which was purchased from the Carlson
Companies (TGI Fridays, Radisson Hotels, Carlson Travel Group, etc.) the
rights to franchise Country Kitchen Restaurants in Florida. Mr. Rentz has
developed commercial and residential real estate projects in Kansas City,
Mo. and Springfield, Mo. Mr. Rentz holds an MBA from Rockhurst College and
a B.S. in Economics from Central Missouri State University.
DAVID SONNENBLICK. Mr. Sonnenblick has been a consultant to the
Company since 1996 on financing, real estate transactions and mergers and
acquisitions. Mr. Sonnenblick is currently the Managing Director of the
Los Angeles office for Sonnenblick Goldman Co., a national 105-year old
investment banking firm, headquartered in New York. Mr. Sonnenblick has
successfully closed transactions valued in excess of $1,000,000,000 on
behalf of his clients. Mr. Sonnenblick attended the University of Denver
where he was an honors student and completed his studies at the University
of Colorado where he received a B.A. in Economics in 1982.
7
<PAGE>
The following table discloses the compensation paid to the company's
directors for the fiscal year ended April 30, 1999.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Cash Compensation Security Grants
-------------------------------------------------------------
Number of
Annual Consulting Securities
Retainer Meeting Fees/ Number of Underlying
Name Fees Fees Other Fees Shares Options/SARs
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Michael A. Sunstein - - - - 350,000(1)
- -------------------------------------------------------------------------------------
Shane Kennedy - - - - 50,000
- -------------------------------------------------------------------------------------
Arthur Lilly - - - - 50,000
- -------------------------------------------------------------------------------------
Robert Rosen, M.D. - - - - 50,000
- -------------------------------------------------------------------------------------
Theodore Takacs - - - - 50,000
- -------------------------------------------------------------------------------------
Jay Pasternak - - - - 50,000
- -------------------------------------------------------------------------------------
Jerry J. Parker, M.D. - - - - 50,000
- -------------------------------------------------------------------------------------
</TABLE>
(1) In addition to membership on the Board of Directors, Mr. Sunstein is
acting Chief Executive Officer and President of the Company.
Additional options granted to Mr. Sunstein are in consideration for
his services in these other capacities.
In voting for directors, you must vote all of your shares
noncumulatively. This means that the owners of a majority of the Company's
outstanding shares have the power to elect the Company's entire board of
directors. The vote of a majority of shares of the Company represented at
the meeting, provided at least a quorum (a majority of the outstanding
shares) is represented in person or by proxy, is sufficient for the
election of the above nominees to the Board. By completing the Proxy, you
give the proxy the right to vote for the persons named in the table above.
If you elect to withhold authority for any individual nominee or nominees,
you may do so by making an "X" in the box marked "VOTE FOR NOMINEE(S) NOT
LINED OUT," and by striking a line through the nominees' name or names on
the Proxy that you do not vote for.
Each of the nominees has agreed to serve as a director of the Company
until his replacement is elected and qualified. If any unforeseen event
prevents one or more of the nominees from serving as a director, your votes
will be cast for the election of a substitute or substitutes selected by
the Board. In no event, however, can the Proxies be voted for a greater
number of persons than the number of nominees named. Unless otherwise
instructed, the proxies will vote for the election of each nominee to serve
as a director of the Company.
Each of the Company's current directors is a nominee for director.
Pertinent information regarding each is set forth following his name above.
8
<PAGE>
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE TO ELECT EACH OF THE
NOMINEES TO THE BOARD OF DIRECTORS OF THE Company.
PROPOSAL 2
RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Ludlow & Harrison, LLP as the
Company's independent accountants for the fiscal year ending April 30, 2000
and has directed that management submit the selection of independent
accountants to the stockholders for ratification at the Annual Meeting.
Ludlow & Harrison, LLP audited the Company's financial statements for
fiscal 1999. No representatives of Ludlow & Harrison, LLP are expected to
be present at the Annual Meeting.
Stockholders are not required to ratify the selection of Ludlow &
Harrison, LLP as the Company's independent accountants. However, the Board
is submitting the selection of Ludlow & Harrison to the stockholders for
ratification as a matter of good corporate practice. If the stockholders
fail to ratify the selection, the Board will reconsider whether or not to
retain that firm. Even if the selection is ratified, the Board in its
discretion may direct the appointment of a different independent accounting
firm at any time during the year if they determine that such a change would
be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares
represented and voting at the meeting will be required to ratify the
selection of Ludlow & Harrison, LLP.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS
OF THE COMPANY VOTE IN FAVOR OF THE PROPOSAL. UNLESS OTHERWISE INSTRUCTED,
THE PROXIES WILL VOTE IN FAVOR OF THE PROPOSAL TO RATIFY THE SELECTION OF
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER MATTERS
Management does not intend to present any business at the meeting not
mentioned in this Proxy Statement, and currently knows of no other business
to be presented. If any other matters are brought before the meeting, the
appointed proxies will vote all Proxies on such matters in accordance with
their judgment of the best interests of the Company.
9
<PAGE>
SUPPLEMENTAL INFORMATION WITH RESPECT TO THE COMPANY
Certain information about the current executive officers of the
Company is set forth below. Each executive officer of the Company may be
removed from office at any time by a majority of the Company's Board of
Directors with or without cause.
<TABLE>
<CAPTION>
NAME AGE POSITION HELD PRINCIPAL OCCUPATIONS
<S> <C> <C> <C>
Michael A. Sunstein 57 Director, CEO Mr. Sunstein has been the Chief
President since Executive Officer and a Director of
1989 the Company since its inception.
Prior to joining the Company, Mr.
Sunstein spent 15 years in the housing
industry, primarily with Kaufman and
Broad Homes, Inc., a New York Stock
Exchange listed company, where he
served as President of the Midwestern
Division and acting President of the
East Coast Division. In those
capacities he was responsible for the
financial, building and delivery of
approximately $30,000,000 in housing
sales annually. He resigned from
Kaufman and Broad and started his own
firm in the building and materials and
single-family home industry in
Michigan.
Gilbert Fuentes 66 Chief Financial Mr. Fuentes has been the Chief
Officer since Financial Officer since 1996. He has
1996 25 years of experience in the banking
industry. He has held the positions
of President and Chief Executive
Officer, Senior Vice President, Chief
Financial Officer, Treasurer and
Comptroller for multi- billion dollar
banking organizations. He has
authored several articles in the
fields of finance and cash management,
as well as the 1992 and 1993 Economic
Forecast of the United States and
Mexico, published by the U.S. Mexico
Foundation. Mr. Fuentes has developed
innovative cash management systems,
investment strategies and strategic
financial plans that resulted in
millions of dollars of incremental
income for his former employers.
Paul G. Goss 56 V.P. & U.S. Mr. Goss has been a Vice President and
Legal Counsel General Counsel to the Company since
since 1996 September of 1996. Mr. Goss has been
the Executive Vice President and
General Counsel for One Capital
Corporation, a private merchant bank
with offices in New York and Denver
since 1990. Prior to joining One
Capital Corporation, Mr. Goss was
engaged in the private practice of law
in Denver, Colorado with a
concentration in real estate,
corporate and securities law. He is
a member of the Denver and Colorado
Bar
10
<PAGE>
Associations. Mr. Goss has a Masters
in Business Administration in addition
to his law degree from the University
of Denver.
Bersain Gutierrez 42 V.P. & Mexico Mr. Gutierrez joined the Company in
Legal Counsel October of 1998 as V.P. Legal Counsel,
since 1998 Mexico and Director of Mexican
Operations. He has been instrumental
in negotiating, coordinating title
policies, surveys and the filing and
approval for Municipal zoning and
permits for the Company's real estate
projects in Mexico. Prior to joining
the Company, Mr. Gutierrez held high
positions in the Secretaria de
Hacienda y Credito Publico (I.R.S. of
Mexico), as well as District Attorney
for the Federal District of Mexico
City. He also held high positions in
the Procudaria de Justicia del D.F.
(the F.B.I. of Mexico). Mr. Gutierrez
graduated with honors from the law
school of Universidad Autonoma de
Mexico in 1979.
Jerry J. Parker, M.D. 62 V.P. of Medical Dr. Parker has been a Director of the
Development Company since 1996, and is V.P. for
since 1996 Medical Affairs. He serves as
Director of Radiology for several MRI
and imaging centers in Northern
California. He is Clinical Associate
Professor of Radiology at the
University of California San Fransisco
and Instructor of School of Medicine.
Dr. Parker received his M.D. degree
from the University of Manitoba,
Canada.
Jason Sunstein 28 Secretary & V.P. Mr. Sunstein has been Vice President
of Investor of Investor Relations for the Company
Relations since since 1989 and for MRI Medical
1989 Diagnostics, Inc. since 1992. He
attended San Diego State University
where he majored in Finance and is a
licensed securities broker. He is the
son of Michael Sunstein.
</TABLE>
Jason A. Sunstein is the son of Michael A. Sunstein. There are no
other family relationships between the proposed executive officers or
directors. The Company's address is: 480 Camino Del Rio South, Suite 140,
San Diego, California 92108.
11
<PAGE>
During the fiscal years ended April 30, 1997, 1998, and 1999, the
Company granted options to certain of its officers as compensation for
their services pursuant to the Company's Stock Option Plan. Total
compensation paid to officers of the Company for its past three fiscal
years is set forth below:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
--------------------------------------------------------------
Other Securities
Annual Restricted Under- All Other
Name and Compen- Stock lying LTIP Compen-
Principal sation Award(s) Options Payouts sation
Position Year Salary($) Bonus($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael A. 1997 $ 74,000 $ 0 $ 0 $ 0 550,000 $ 0 $ 0
Sunstein 1998 $120,000 $ 0 $ 0 $ 0 450,000 $ 0 $ 0
CEO & 1999 $144,000 $ 0 $ 0 $ 0 350,000 $ 0 $ 0
President
Gilbert 1997 $ 37,000 $ 0 $ 0 $ 0 - $ 0 $ 0
Fuentes, 1998 $ 60,000 $ 0 $ 0 $ 0 150,000 $ 0 $ 0
CFO 1999 $ 72,000 $ 0 $ 0 $ 0 125,000 $ 0 $ 0
Paul G. 1997 $ 0 $ 0 $ 0 $43,000 0 $ 0 $ 0
Goss, V.P. 1998 $ 0 $ 0 $ 0 $66,000 0 $ 0 $ 0
& U.S. 1999 $ 0 $ 0 $ 0 $68,250 0 $ 0 $ 0
Counsel
Jason A. 1997 $ 37,000 $ 0 $ 0 $ 0 150,000 $ 0 $ 0
Sunstein, 1998 $ 60,000 $ 0 $ 0 $ 0 150,000 $ 0 $ 0
Secretary 1999 $ 72,000 $ 0 $ 0 $ 0 125,000 $ 0 $ 0
& V.P.
Bersain 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Gutierrez,
V.P. &
Mexico
Counsel(1)
Jerry J. 1997 $ 0 $ 0 $ 0 $ 0 - $ 0 $ 0
Parker, 1998 $ 0 $ 0 $ 0 $ 0 - $ 0 $ 0
M.D., V.P. 1999 $ 0 $ 0 $ 0 $ 0 50,000 $ 0 $ 0
</TABLE>
(1) Bersain Gutierrez has only recently been retained as Vice-President
and Mexico Legal Counsel for the Company, and did not receive
compensation from the Company in it's most recent fiscal year.
(2) There were six directors for the fiscal year ended April 30, 1999.
12
<PAGE>
Option/SAR Grants in Last Fiscal Year
Individual Grants
- ------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/ Employees Exercise of
SARs in Base
Name Granted(#) Fiscal Year Price($/Sh) Expiration Date
- ---- ---------- ----------- ----------- ---------------
Michael A. Sunstein 350,000 35% $0.50 December 1999
Gilbert Fuentes 125,000 12.5% $0.50 December 1999
Paul G. Goss - - - -
Jason A. Sunstein 125,000 12.5% $0.50 December 1999
Bersain Gutierrez - - - -
Jerry J. Parker, M.D. 50,000 5% $0.50 December 1999
None of the executive officers listed above exercised options to
purchase common stock in the fiscal year ended April 30, 1999. Currently,
the Company has not implemented a long-term incentive plan for compensation
of its executive officers and key employees.
SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company which are intended to be
presented by such shareholders at the Company's next Annual Meeting of
Shareholders must be received by the Company no later than June 22, 2000 in
order to be considered for inclusion in the Company's proxy statement and
form of proxy relating to that meeting.
/s/ JASON A. SUNSTEIN
JASON A. SUNSTEIN,
Secretary
Dated: November 23, 1999
13
<PAGE>
PROXY PROXY
TRI-NATIONAL DEVELOPMENT CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 22, 1999
The undersigned hereby appoints Michael A. Sunstein and Jason A.
Sunstein, President and Secretary, respectively, and each of them, as
attorneys and proxies of the undersigned, with full power of substitution,
to vote all of the shares of stock of Tri-National Development Corp. (the
"Company") which the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Company to be held at 480 Camino Del Rio
South, Suite 140, San Diego, California 92108 on December 22, 1999 at 9:00
a.m. local time and at any and all continuations and adjournments or
postponements thereof, with all powers that the undersigned would possess
if personally present, on the following matters, in accordance with the
following instructions, and on all matters that may properly come before
the meeting. With respect to any matter not known to the Company as of
December 17, 1999, such proxies are authorized to vote in their discretion.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 MORE
SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS
ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
YOUR VOTE IS IMPORTANT. THEREFORE, YOU ARE URGED TO COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on the other side)
14
<PAGE>
TRI-NATIONAL DEVELOPMENT CORP.
PLEASE MARK VOTE IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES
FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.
1. To elect seven directors to hold office until the 2000 Annual Meeting
of Shareholders.
FOR WITHHELD VOTE FOR NOMINEE(S) NOT LINED OUT
[ ] [ ] Strike a line through the
nominee(s) name or names below
that you do not vote for
NOMINEES: Michael A. Sunstein, Shane Kennedy, Arthur Lilly, Jay
Pasternak, Robert Rosen, M.D., Theodore Takacs and Jerry J. Parker, M.D..
2. To approve the continuation of Ludlow & Harrison, LLP as the Company's
independent public accountants for the fiscal year ending April 30,
2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
________________________________
Signature
________________________________
Signature
Please vote, sign, date and promptly return this proxy in the enclosed
return envelope which is postage prepaid if mailed in the United States.
Please sign exactly as your name appears hereon. If the stock is
registered in the names of two or more persons, each should sign.
Executors, administrators, trustees, guardians and attorneys-in-fact should
add their titles. If signer is a corporation, please give full corporate
name and have a duly authorized officer sign, stating title. If signer is
a partnership or limited liability company, please sign the company name by
authorized person.
