<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF APRIL 1999
INTRAWEST CORPORATION
(Registrant's name)
SUITE 800, 200 BURRARD STREET, VANCOUVER, BC CANADA V6C 3L6
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F X
--- ---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-________.
<PAGE> 2
INTRAWEST CORPORATION
Suite 800, 200 Burrard Street
Vancouver, British Columbia V6C 3L6
NOTICE OF ANNUAL GENERAL MEETING
November 16, 1998
TO THE MEMBERS:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Intrawest Corporation
(the "Company") will be held in the Continental C Room of The Westin Hotel,
Tabor Center, 1672 Lawrence Street, Denver, Colorado on Monday, November 16,
1998 at 11:00 a.m. (local time) for the following purposes:
(1) to receive the report of the directors to the members;
(2) to receive the consolidated financial statements of the Company for
the year ended June 30, 1998 and the report of the auditors thereon;
(3) to consider and, if thought fit, pass an ordinary resolution to
determine the number of directors of the Company to be 12, the full
text of which resolution is set out in Schedule A to the accompanying
Information Circular;
(4) to elect the directors of the Company;
(5) to appoint the auditors of the Company to hold office until the
termination of the next Annual General Meeting of the Company and to
authorize the directors to fix the remuneration to be paid to the
auditors;
(6) to consider and, if thought fit, pass an ordinary resolution to ratify
and approve certain amendments to the Company's Stock Option Plan, the
full text of which resolution is set out in Schedule A to the
accompanying Information Circular;
(7) to consider and, if thought fit, pass ordinary resolutions to alter
the Memorandum of the Company to increase the authorized capital of
the Company, the full text of which resolutions is set out in Schedule
A to the accompanying Information Circular;
(8) to consider and, if thought fit, pass a special resolution to alter
the Articles of the Company, the full text of which resolution is set
out in Schedule A to the accompanying Information Circular; and
(9) to transact such other business as may properly be brought before the
meeting.
Members who are unable to attend the meeting in person are requested to sign and
date the enclosed form of proxy and return it in the manner explained in the
instructions on the back of such form for use at the meeting.
DATED at Vancouver, British Columbia, this 9th day of October, 1998.
By Order of the Board of Directors
/s/ Joe S. Houssian
----------------------------------
Joe S. Houssian
Chairman of the Board
<PAGE> 3
INTRAWEST CORPORATION
INFORMATION CIRCULAR
Dated as of October 9, 1998
MANAGEMENT SOLICITATION
This information circular is furnished in connection with the solicitation
of proxies by the management of Intrawest Corporation (the "Company") for use at
the Annual General Meeting of the Company to be held in the Continental C Room
of The Westin Hotel, Tabor Center, 1672 Lawrence Street, Denver, Colorado on
Monday, November 16, 1998 at 11:00 a.m. (local time) and any adjournment thereof
(the "Meeting"). The solicitation will be by mail and its cost will be borne by
the Company.
ADVANCE NOTICE AND LOCATION OF MEETING
Advance notice of the Meeting was published in the Vancouver Sun newspaper
in Vancouver, British Columbia on September 15, 1998.
Pursuant to an application made by the Company and approved by the British
Columbia Registrar of Companies, the Meeting is being held at a location outside
British Columbia, in Denver, Colorado.
MATTERS TO BE ACTED UPON
ELECTION OF DIRECTORS
The directors of the Company are elected each year at the Annual General
Meeting of the Company and hold office until their successors are elected or
appointed. The management of the Company proposes to nominate each of the
persons listed below for election as a director of the Company and the persons
named in the enclosed form of proxy intend to vote for the election of these
nominees. Each nominee other than Mr. Raymond is presently a director of the
Company. Each director elected will hold office until the next Annual General
Meeting of the Company unless he sooner ceases to hold office.
The members will be asked at the Meeting to consider and, if thought fit,
pass an ordinary resolution to determine the number of directors to be 12. The
text of the proposed resolution is set out in Schedule A. This resolution must
be passed by a simple majority of the votes cast by the members entitled to vote
in person or by proxy at the Meeting. The persons named in the enclosed form of
proxy intend to vote in favour of this resolution.
The following table sets out the name of each of the persons proposed to be
nominated, the position and office with the Company presently held by him, his
present principal occupation or employment, the year in which he was first
elected or appointed as a director and the number of common shares without par
value of the Company ("Common Shares") that he has advised are beneficially
owned, or over which control or direction is exercised, by him at the date of
this Information Circular.
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY OWNED,
NAME AND RESIDENCE DIRECTOR CONTROLLED OR
OF NOMINEE POSITION IN THE COMPANY PRINCIPAL OCCUPATION SINCE DIRECTED
- ------------------ ----------------------- -------------------- -------- -------------------
<S> <C> <C> <C> <C>
R. Thomas M. Allan(1) Director Executive 1990 4,000
London, Ontario Vice-President,
Corporate Investments
of London Life
Insurance Company (life
insurance)
Joe S. Houssian Chairman of the Board, President and Chief 1976 824,236(2)
West Vancouver, President, Chief Executive Executive Officer of
British Columbia Officer and Director the Company
Daniel O. Jarvis Executive Vice President, Executive Vice 1989 35,090
Vancouver, Chief Financial Officer President and Chief
British Columbia and Director Financial Officer of
the Company
David A. King(1)(3) Director President of David King 1990 700
Islington, Ontario Corporation (real
estate development and
venture capital)
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY OWNED,
NAME AND RESIDENCE DIRECTOR CONTROLLED OR
OF NOMINEE POSITION IN THE COMPANY PRINCIPAL OCCUPATION SINCE DIRECTED
- ------------------ ----------------------- -------------------- -------- -------------------
<S> <C> <C> <C> <C>
Gordon H. Director Partner, CC&L Financial 1990 Nil(5)
MacDougall(3)(4) Services Group
West Vancouver, (investment management)
British Columbia
Paul M. Manheim(4) Director Senior Vice President 1992 Nil
Mercer Island, of HAL Real Estate
Washington Investments, Inc.
(investment company)
Paul A. Novelly(3)(6) Director Chairman, President and 1997 52,201(7)
St. Louis, Missouri Chief Executive Officer
of Apex Oil Company,
Inc. (petroleum
products)
Gary L. Raymond President, Resort Development President, Resort -- 4,363
Whistler, British Group Development Group of
Columbia the Company(8)
Bernard A. Roy(4) Director Senior partner, Ogilvy 1992 220
Verdun, Quebec Renault (solicitors)
Khaled C. Sifri(1) Director Vice President, Legal 1990(9) Nil
Dubai, United Arab Affairs of Majid Al
Emirates Futtaim Investments LLC
(real estate
development, retail and
trading)
Hugh R. Smythe President, Resort President, Resort 1993 52,552
Whistler, Operations Group Operations Group of the
British Columbia and Director Company
Nicholas C.H. Director Vice President and 1990(9) Nil
Villiers(3) Director of RBC
London, England Dominion Securities
Inc. (investment
banking)
</TABLE>
(1) Member of the Audit Committee.
(2) 729,302 of the shares shown are held and beneficially owned by a company
the shares of which are owned by companies of which Mr. Houssian and his
spouse are the shareholders.
(3) Member of the Corporate Governance Committee.
(4) Member of the Human Resources Committee.
(5) As indicated above, Mr. MacDougall is a partner of CC&L Financial Services
Group ("CC&L"). CC&L acts as investment counsel for Connor, Clark & Lunn
Investment Management Ltd. which, as at the date hereof, exercises control
and direction over 2,821,300 Common Shares as investment manager for
certain investment funds.
(6) Mr. Novelly is being nominated in accordance with the provisions of an
Agreement and Plan of Merger among the Company and, among others, the
former stockholders of Copper Mountain, Inc. and CMAT, Inc., whereby the
Company covenanted to cause a nominee of such stockholders to be nominated
for appointment to the Board.
(7) Mr. Novelly shares voting power and investment power over these shares,
which are held by a corporation of which he is a director and officer. This
does not include 1,610,501 Common Shares owned by the Novelly Exempt Trust,
an irrevocable trust as to which Mr. Novelly was grantor, but is not a
trustee, and as to which he does not retain a right to change or substitute
trustees. Mr. Novelly disclaims beneficial ownership of all these shares.
(8) Mr. Raymond has held the principal occupation indicated, or similar
positions with the Company, for the five preceding years.
(9) Prior to the reorganization which took place in connection with the
Company's public offering of Common Shares in March 1990, both Messrs.
Sifri and Villiers were directors of Intrawest N.V., a former holding
company of the Company. Messrs. Sifri and Villiers were directors of
Intrawest N.V. from 1986 to 1990.
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<PAGE> 5
APPOINTMENT AND REMUNERATION OF AUDITORS
The Board of Directors recommends the reappointment of KPMG, Chartered
Accountants, of Vancouver, British Columbia as auditors of the Company to hold
office until the termination of the next Annual General Meeting of the Company.
As in the past, it is proposed that the remuneration to be paid to the auditors
be determined by the Board.
THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE
REAPPOINTMENT OF KPMG, CHARTERED ACCOUNTANTS, AS THE AUDITORS OF THE COMPANY TO
HOLD OFFICE UNTIL THE TERMINATION OF THE NEXT ANNUAL GENERAL MEETING.
AMENDMENT OF STOCK OPTION PLAN
The Company has a stock option plan (the "Stock Option Plan") under which
the Human Resources Committee of the Board of Directors (the "Human Resources
Committee") is authorized, at its discretion, to grant options to purchase
Common Shares to senior officers and employees of the Company and its
subsidiaries and senior officers and employees of limited partnerships of which
the general partner is the Company or a subsidiary of the Company whose
participation in the Stock Option Plan would, in the opinion of the Human
Resources Committee, accomplish the purposes of the Plan in promoting the
interests of the Company.
Information regarding the Stock Option Plan is set out under "Statement of
Executive Compensation -- Stock Option Plan".
At a meeting held on March 3, 1998, the Human Resources Committee approved
certain amendments (the "March Amendments") to the Stock Option Plan, including
increasing the maximum number of shares issuable under the Stock Option Plan to
3,400,000. At a meeting of the Board of Directors held on March 20, 1998, the
Board confirmed and approved the March Amendments. The Company is proposing an
additional amendment to the Stock Option Plan (which amendment will be subject
to the approval of the "Exchanges" (as hereinafter defined)) to further increase
the maximum number of shares issuable under the Stock Option Plan (which
amendment, together with the March Amendments, are herein collectively referred
to as the "Stock Option Plan Amendments").
The March Amendments are reflected in an Amended and Restated Stock Option
Plan (the "Amended Stock Option Plan") which provides that no shares will be
issued pursuant to any option (an "Amended Plan Option") granted pursuant to the
Amended Stock Option Plan after the effective date of the March Amendments
unless the requisite approvals of all applicable regulatory authorities,
including The Toronto Stock Exchange, The Montreal Exchange and the New York
Stock Exchange (collectively, the "Exchanges") and, to the extent required by
the Exchanges, of the members of the Company, have been obtained. A copy of the
Amended Stock Option Plan is available for inspection at the registered office
of the Company, Suite 1300 - 777 Dunsmuir Street, British Columbia, during
normal business hours prior to the Meeting and will be tabled at the Meeting.
The principal effects of the Stock Option Plan Amendments are as follows:
(a) to specify that the maximum aggregate number of Common Shares which
may be issued under the Stock Option Plan from and after November 16,
1998 is 3,900,000;
(b) to delete the provision which specified certain mandatory requirements
as to when options could be exercised (described under "Statement of
Executive Compensation -- Stock Option Plan") and, in place thereof,
to provide that options granted may not be exercised except in
accordance with such limitations, based on the passage of time after
the option is granted, the satisfaction of specified performance
criteria relating generally to the Company or particularly to the
optionee or the satisfaction or fulfilment of any other conditions (or
any combination of the foregoing), and subject to such provisos, as
the Human Resources Committee may in its discretion determine to be
appropriate; and
(c) to include in the Amended Stock Option Plan express additional
restrictions prescribed by The Toronto Stock Exchange and The Montreal
Exchange relating to limitations on the maximum number of shares that
may be reserved for issuance or issued to "insiders" without the share
compensation arrangement being approved by a majority of the votes
cast at a shareholders' meeting other than votes attaching to
securities beneficially owned by insiders to whom shares may be issued
pursuant to the share compensation arrangement and their associates.
3
<PAGE> 6
As of the date hereof, options to purchase an aggregate of 1,871,850 Common
Shares (without reflecting the options to purchase an additional 971,000 Common
Shares described below), representing approximately 4.7% of the issued and
outstanding Common Shares on a non-diluted basis, remain outstanding and
unexercised under the Stock Option Plan. The maximum 3,900,000 Common Shares
specified pursuant to the Stock Option Plan Amendments would represent
approximately 9.9% of the issued and outstanding Common Shares on a non-diluted
basis and 9% on a fully-diluted basis. The Board of Directors believes that this
increased maximum number is desirable in order to permit the Company to continue
to accomplish the purposes of the Stock Option Plan and to provide for future
grants of options.
The purpose of the amendment described in paragraph (b) above is to provide
the Human Resources Committee with flexibility to include in options granted
under the Amended Stock Option Plan provisions to provide for vesting based upon
the passage of time after the option is granted or to include provisions which
link vesting of options to the satisfaction of specified performance criteria
such as financial or share price targets or the satisfaction or fulfilment of
any other conditions (or any combination of the foregoing).
At a meeting held on March 3, 1998, the Human Resources Committee approved
the grant of options to acquire up to a total of 950,000 Common Shares to four
senior officers of the Company (the "Senior Officers"). The option agreements in
respect of these Amended Plan Options provide that the options will only vest if
there is a "Change of Control" (as defined in the option agreements) or if
specified earnings per share and shareholder return targets are met or exceeded,
with options vesting within a period of up to five years, based upon cumulative
earnings per share (relative shareholder return performance and cumulative
shareholder return performance). Information regarding these options is set out
under "Statement of Executive Compensation". At a meeting held on June 23, 1998,
the Human Resources Committee approved the grant of options to acquire up to a
total of 21,000 Common Shares to four employees.
Under the rules and requirements of the Exchanges, the Stock Option Plan
Amendments must be approved by the members of the Company. Consequently, at the
Meeting the members will be asked to consider and, if thought fit, pass an
ordinary resolution ratifying and approving the Stock Option Plan Amendments.
The text of the proposed resolution is set out in Schedule A. This resolution
must be passed by a simple majority of the votes cast by the members entitled to
vote in person or by proxy at the Meeting. The Board of Directors recommends
approval of the resolution. Although a "disinterested shareholder vote", as
described in applicable policies of the Exchanges, is not required pursuant to
such policies, the Senior Officers and their associates have indicated that they
will abstain from voting in respect of this resolution. To the knowledge of the
Company, an aggregate of 916,241 Common Shares are held by such persons as at
the date hereof.
INCREASE IN AUTHORIZED SHARE CAPITAL
At the Meeting, the members will be asked to consider and, if thought fit,
pass two ordinary resolutions to alter the Memorandum of the Company to increase
the authorized capital of the Company by creating an additional 150,000,000
Common Shares and an additional 10,000,000 Preferred Shares without par value
("Preferred Shares"), with the result that, upon acceptance for filing of a
certified copy of such resolutions by the Registrar of Companies for British
Columbia, the authorized capital of the Company will include a total of
200,000,000 Common Shares and 20,000,000 Preferred Shares. The text of the
proposed resolutions is set out in Schedule A. Each resolution must be passed by
a simple majority of the votes cast by the members entitled to vote in person or
by proxy at the Meeting.
The Board of Directors recommends that these resolutions be adopted at the
Meeting for the purpose of providing a larger authorized capital base for the
issue of Common Shares and Preferred Shares for any future financings or
acquisitions involving the issue of Common Shares or Preferred Shares.
AMENDMENT OF ARTICLES
Article 14.1(4) of the Articles of the Company provides that the chairman
of the board, if any, or in his absence, or if there is no chairman of the
board, the President of the Company, shall be chairman of the meetings of
4
<PAGE> 7
the board of directors (provided that if at any meeting neither the chairman of
the board nor the President is present within fifteen minutes after the time
appointed for holding the meeting, the directors present may choose one of their
number to be chairman of the meeting). Mr. Joe S. Houssian is the Chairman of
the Board and President of the Company. At the Meeting, the members will be
asked to consider and, if thought fit, pass a special resolution to alter the
Articles of the Company to amend Article 14.1(4) to provide that the directors
present at any meeting may choose one of their number to be chairman of the
meeting. The text of the proposed resolution is set out in Schedule A. This
resolution must be passed by a majority of not less than 3/4 of the votes cast
by the members who, being entitled to do so, vote in person or by proxy at the
Meeting.
The Board of Directors recommends approval of this resolution. As described
under "Corporate Governance -- Independence from Management", as part of the
Company's approach to corporate governance, the Board of Directors has
determined that outside directors should chair all in-person meetings of the
Board of Directors. The amendment of the articles is in furtherance of this
determination.
OTHER MATTERS TO BE ACTED UPON
The management of the Company knows of no matters which may be brought
before the Meeting other than those referred to in the accompanying Notice of
Annual General Meeting. However, if other matters are properly brought before
the Meeting, the persons named in the enclosed form of proxy intend, in their
discretion, to vote on such matters in accordance with the judgment of the
person so voting.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the directors or senior officers of the Company, no management
nominee for election as a director of the Company, none of the persons who have
been directors or senior officers of the Company since the beginning of the
Company's last completed financial year and no associate or affiliate of any of
the foregoing has any material interest, direct or indirect, in any matter to be
acted upon at the Meeting other than the election of directors and the approval
of the Stock Option Plan Amendments. As described elsewhere in this Information
Circular, the Senior Officers have been granted options to acquire up to a total
of 950,000 Common Shares. No shares may be issued pursuant to these options
unless the Stock Option Plan Amendments are approved by the members.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Effective April 1, 1994, the Company sold to partnerships (the
"Partnerships") formed by investors substantially all of the direct and indirect
interests of the Company in its industrial and non-resort residential
development properties in British Columbia and Washington State (collectively
the "Development Real Estate Properties"). Mr. Houssian, Chairman, President and
Chief Executive Officer of the Company, is the majority shareholder of
corporations that invested in a 20% interest in the Partnerships. Such
corporations are also the managing general partners of the Partnerships and, as
such, are entitled to a portion of the profits realized by the Partnerships from
the Development Real Estate Properties. The Partnerships have retained the
managing general partners to provide management services to the Partnerships.
The Company has retained the Partnerships to manage for a fee some of the
non-resort real estate properties retained by the Company. In the year ended
June 30, 1998, the Company incurred net costs of $1,465,000 in respect of the
management services provided to the Company by the Partnerships. These costs do
not exceed amounts that would have been paid to unaffiliated third parties for
comparable services.
A portion of the purchase price paid by the Partnership was deferred and,
in connection with the transaction, the Company has agreed to provide certain
loans and lines of credit to the Partnerships. In 1997 the schedule for payment
of the deferred purchase price and certain of these credit facilities was
extended to September 30, 1999. The Company is also contingently liable in
respect of certain debts and other obligations of the Partnerships. The
Partnerships have agreed to indemnify the Company in respect of these debts and
other obligations and to pay fees to the Company in respect of certain of them.
As at June 30, 1998 and October 9, 1998, the aggregate amounts owing to the
Company by the Partnerships in respect of the deferred portion of the purchase
price and the loans and lines of credit were $25,272,000 and $21,485,000,
respectively.
In connection with the Company's acquisition of the outstanding shares of
Sandestin Resorts, Inc., owner and operator of the Sandestin Golf and Beach
Resort (the "Sandestin Resort") in northwestern Florida, the Company and
Intrawest U.S. Holdings Inc., a wholly owned subsidiary of the Company
("Holdings"), entered into certain agreements with a Missouri limited liability
company in which Mr. Paul A. Novelly, a director of the Company, has
5
<PAGE> 8
a material interest. Pursuant to these agreements, the Missouri limited
liability company acquired a 50% interest in certain real estate assets at the
Sandestin Resort and a 5% interest in certain related assets. The Company agreed
to guarantee repayment of US $12,400,000 loaned by the limited liability company
which was used to acquire the real estate assets and to guarantee certain
distributions to the limited liability company equal to US $2,000,000.
CORPORATE GOVERNANCE
GENERAL
The Toronto Stock Exchange guidelines ("TSE Guidelines") for effective
corporate governance require that each listed company disclose on an annual
basis its approach to corporate governance with reference to the TSE Guidelines.
The Company's approach to corporate governance is set forth below.
MANDATE OF THE BOARD
The mandate of the Board of Directors is to supervise the management of the
business and affairs of the Company. In fulfilling its mandate, the Board is
responsible for, among other things:
(i) adoption of a strategic planning process for the Company;
(ii) identification of the principal risks of the Company's business and
ensuring the implementation of the appropriate systems to manage
these risks;
(iii) succession planning for the Company including appointing, training
and monitoring senior management;
(iv) a communications policy for the Company; and
(v) the integrity of the Company's internal control and management
information systems.
There were 14 meetings of the Board during the year ended June 30, 1998.
The frequency of meetings, as well as the nature of items discussed, depend upon
the state of the Company's affairs and the opportunities or risks which the
Company faces.
COMPOSITION OF THE BOARD
The TSE Guidelines recommend that a board of directors be constituted with
a majority of individuals who qualify as "unrelated directors". The TSE
Guidelines define an unrelated director as a director who is independent of
management and is free from any interest and any business or other relationship
which could, or could reasonably be perceived to, materially interfere with the
director's ability to act with a view to the best interests of the corporation,
other than interests and relationships arising from shareholding. The TSE
Guidelines also recommend that in circumstances where a corporation has a
"significant shareholder" (that is, a shareholder with the ability to exercise
the majority of the votes for the election of the directors attached to the
outstanding shares of the corporation) the board of directors should include a
number of directors who do not have interests in or relationships with either
the corporation or the significant shareholder and should fairly reflect the
investment in the corporation by shareholders other than the significant
shareholder.
The directors have examined the relevant definitions in the TSE Guidelines
and have individually considered their respective interests and relationships in
and with the Company. As a consequence the Board has determined that of the 12
nominated directors, eight are unrelated directors and four are related
directors. Messrs. Houssian, Jarvis, Raymond and Smythe will each be "inside"
directors (i.e. directors who are officers and/or employees of the Company or
any of its affiliates) and will, by definition, be "related" directors. The
Company does not have a significant shareholder (as defined). The Board
considers its size of 12 directors to be appropriate at the current time.
The Company has an Audit Committee, a Corporate Governance Committee and a
Human Resources Committee. Set out below is a description of the committees of
the Board, their mandates and their activities.
AUDIT COMMITTEE
The Audit Committee reviews the annual and interim financial statements of
the Company and certain other public disclosure documents required by regulatory
authorities and makes recommendations to the Board with respect to such
statements and documents. The committee also makes recommendations to the Board
regarding the appointment of independent auditors, reviews the nature and scope
of the annual audit as proposed by the auditors and management, and reviews with
management the risks inherent in the Company's business and risk management
6
<PAGE> 9
programs relating thereto. The committee also reviews with the auditors and
management the adequacy of the internal accounting control procedures and
systems within the Company.
The Audit Committee is composed entirely of outside directors, all of whom
are also unrelated directors. The committee met four times during the year ended
June 30, 1998.
CORPORATE GOVERNANCE COMMITTEE
The Corporate Governance Committee is responsible for the Company's
response to the TSE Guidelines and for monitoring and assessing the Company's
corporate governance system, the effectiveness of the Board of Directors, its
size and composition, its committees and the individual performance of its
directors. The committee is also responsible for identifying and recommending
potential appointees to the Board of Directors. The committee ensures that an
annual strategic planning process and review is carried out and periodically
reviews the directors' and officers' third party liability insurance to ensure
adequacy of coverage. The Corporate Governance Committee also reviews on an
annual basis the compensation and benefits paid to the directors and has
approved an appropriate orientation and education program for new recruits to
the Board of Directors.
The Corporate Governance Committee is composed entirely of outside
directors, all of whom are also unrelated directors. The committee met twice
during the year ended June 30, 1998.
HUMAN RESOURCES COMMITTEE
The Human Resources Committee is responsible for reviewing the levels and
form of total compensation paid to the Company's employees and for administering
the Company's share compensation and long-term incentive plans. The committee
annually assesses the performance of the Chief Executive Officer and determines
his compensation and benefits. On an annual basis it reviews and makes
recommendations to the Board of Directors with respect to the written objectives
of the Chief Executive Officer and the Chief Financial Officer. It also reviews
and recommends a plan of succession for the Company's senior management. The
committee is responsible for reviewing the Company's organizational structure
and design to determine if such structure and design are appropriate to carry
out the business of the Company.
The Human Resources Committee is composed entirely of outside directors,
all of whom are also unrelated directors. The committee met seven times during
the year ended June 30, 1998.
INDEPENDENCE FROM MANAGEMENT
Mr. Joe S. Houssian, President and Chief Executive Officer of the Company,
also serves as Chairman of the Board. The TSE Guidelines state that the
independence of a board is most simply assured by appointing a chair who is not
a member of management. The Board of Directors has considered the issue of
having an independent chairman of the Board. As standard procedure the outside
directors meet independently at least three times a year, and the Board has
determined that outside directors should chair all in-person meetings of the
Board of Directors. In light of the above procedures and the number of unrelated
directors on the Board, the Board of Directors supports Mr. Houssian's continued
chairmanship.
DECISIONS REQUIRING PRIOR BOARD APPROVAL
In addition to those matters which must by law or by the articles of the
Company be approved by the Board of Directors, management is required to seek
Board approval for major transactions. The Board of Directors has delegated to
senior management the authority to enter into various types of transactions,
including financing transactions, subject to specified limitations.
OTHER
The Company considers its orientation and education program for new
directors to be an important element of ensuring responsible corporate
governance. In addition to having extensive discussions with the Chairman of the
Board with respect to the business and the operations of the Company, a new
director receives a record of historical public information on the Company
together with the mandates and prior minutes of meetings of applicable
committees of the Board. In addition, board meetings are regularly held at the
Company's resort locations in order to assist the directors in better
understanding the Company's operations.
7
<PAGE> 10
Through its investor relations department, the Company receives and
responds to shareholder enquiries. Shareholder enquiries and concerns are dealt
with promptly by senior management of the Company. To date, the Board of
Directors has not needed to take an active role in responding to shareholder
enquiries and concerns.
In certain circumstances it may be appropriate for individual directors to
engage an outside advisor at the expense of the Company. The engagement of the
outside advisor would be subject to the review and approval of the Corporate
Governance Committee.
STATEMENT OF EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table provides a summary of the compensation earned during
each of the last three financial years by the Chief Executive Officer and the
Company's four most highly compensated executive officers other than the Chief
Executive Officer (such five officers are hereafter collectively called "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------------
-------------------------------------------- SECURITIES
OTHER UNDER
ANNUAL OPTIONS ALL OTHER
SALARY BONUS COMPENSATION(1) GRANTED COMPENSATION(2)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.S. HOUSSIAN 1998 463,445 225,000 41,357 380,000(3) 10,054
Chairman, President and 1997 441,460 440,000 38,716 100,000(4) 62,998
Chief Executive Officer 1996 416,000 225,000 64,208 -- 7,052
- ---------------------------------------------------------------------------------------------------------------------------------
D.O. JARVIS 1998 293,500 146,000 17,492 190,000(3) 9,174
Executive Vice President 1997 282,000 175,000 14,330 45,000(4) 6,822
and Chief Financial 1996 270,000 120,000 21,305 20,000(4) 6,585
Officer
- ---------------------------------------------------------------------------------------------------------------------------------
H.R. SMYTHE 1998 205,000 58,000 9,323 190,000(3) 10,224
President, 1997 200,000 60,000 10,589 25,000(4) 4,476
Resort Operations Group 1996 195,000 60,000 15,535 50,000(4) 3,487
- ---------------------------------------------------------------------------------------------------------------------------------
G.L. RAYMOND 1998 205,000 61,500 5,466 190,000(3) 7,824
President, 1997 199,583 60,000 7,849 25,000(4) 5,174
Resort Development Group 1996 195,000 60,000 12,275 50,000(4) 5,039
- ---------------------------------------------------------------------------------------------------------------------------------
J.J. GIBBONS 1998 211,000 50,000 2,813 -- 7,524
President, 1997 203,000 37,500 2,697 -- 5,227
Resort Club Group 1996 203,000 -- 2,667 -- 5,200
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The value of perquisites and benefits earned by each Named Executive Officer
is less than the lesser of $50,000 and 10% of his total annual salary and
bonus. The amounts in this column include the imputed interest benefit
(computed in accordance with the Income Tax Act (Canada)) to the Named
Executive Officers of the interest-free loans made to the Named Executive
Officers pursuant to the Company's Funded Senior Employee Share Purchase
Plan (see "Indebtedness of Directors and Senior Officers -- Funded Senior
Employee Share Purchase Plan") and contributions made by the Company to the
Named Executive Officers' accounts pursuant to the Company's Employee Share
Purchase Plan.
(2) The amounts in this column include the Company's contributions to defined
contribution pension plans and premiums for group life insurance and in the
case of Mr. Houssian in 1997 includes the benefit which may be considered to
have been received in connection with a disposition of a lot at Blackcomb
Mountain.
(3) No shares will be issued pursuant to the options indicated unless the Stock
Option Plan Amendments are approved by the members. See "Matters to be Acted
Upon -- Amendment of Stock Option Plan".
(4) The options indicated were options to acquire common shares ("Old Common
Shares") of the Company prior to the March 14, 1997 share capital
reorganization (the "Share Capital Reorganization"). In connection with the
Share Capital Reorganization each holder of an outstanding option received,
in consideration for giving up rights under the old option, rights under a
new option to acquire one Common Share (as the same exists after the Share
Capital Reorganization) and one Non-Resort Preferred Share ("NRP Share") for
each Old Common Share which such holder had the right to purchase under the
old option, which rights are exercisable separately in respect of Common
Shares and NRP Shares. As a result, Mr. Houssian acquired options to acquire
a total of 825,000 Common Shares and 825,000 NRP Shares, Mr. Jarvis acquired
options to acquire a total of 300,000 Common Shares and 300,000 NRP Shares,
Messrs. Smythe and Raymond each acquired options to acquire a total of
150,000 Common Shares and 150,000 NRP Shares and Mr. Gibbons acquired
options to acquire a total of 25,000 Common Shares and 25,000 NRP Shares.
8
<PAGE> 11
EXECUTIVE LONG-TERM INCENTIVE PLAN
The Company has established the Intrawest Corporation Executive Long-Term
Incentive Plan (the "Plan") which provides for the payment of amounts to key
executive officers of the Company participating in the Plan (a "Participant")
following the termination of employment (including by reason of retirement,
death or permanent disability) based upon the market price of the Common Shares
at the termination of employment. The notional number of Common Shares in
respect of which the payment is calculated is determined under a formula based
upon the cumulative consolidated net income or loss of the Company for each of
four consecutive periods during the Participant's participation in the Plan. The
Plan is administered by the Human Resources Committee which is authorized to
designate executive officers of the Company as Participants in the Plan and to
make the other determinations required in respect of the Plan.
The following is a summary of the principal provisions of the Plan.
A notional number of Common Shares is to be determined for each of four
calculation periods for each Participant. The notional number of Common Shares
for a Participant for each of the four calculation periods will be determined by
dividing a percentage of the cumulative consolidated net income or loss of the
Company for each calculation period by, in the case of any calculation period
beginning October 1, 1994, $10.789, and in the case of any other calculation
period, the current market price of the Common Shares on the first day of such
calculation period. If, in any calculation period, there is a cumulative loss,
then this loss will be applied to reduce the notional number of Common Shares,
by up to 10%, for the prior calculation period. The amount to be paid to a
Participant will be determined by multiplying the total of the notional number
of Common Shares for the Participant for each of the calculation periods,
determined in the manner described herein, by the prevailing market price of the
Common Shares at the termination of the Participant's employment.
The Plan provides for a reduction in the amount of cumulative net income if
the employment of a Participant is terminated for cause. The amount of
cumulative net income is also reduced under the Plan if the Participant resigns
(other than in circumstances that would amount to a change in the
responsibilities of a Participant following a change in control of the Company)
in the first calculation period. If the Participant's employment is terminated
"without cause" (including the resignation of a Participant as a result of
circumstances that would amount to a change in the responsibilities of a
Participant following a change in control of the Company) then the amount to be
paid to the Participant is to include an amount that reflects consolidated net
income of the Company for the period of reasonable notice of termination of
employment to which such Participant would be entitled.
During the financial period ended June 30, 1995, all of the Named Executive
Officers were designated as Participants under the Plan. The four calculation
periods for each of them are from October 1, 1994 to June 30, 1998, and the five
year periods commencing July 1, 1998, July 1, 2003 and July 1, 2008 respectively
and the percentages of the consolidated net income or loss of the Company used
to determine the notional number of Common Shares for each of them are as
follows (i) for the fiscal years ended June 30, 1995, 1996, 1997 and 1998,
inclusive for J.S. Houssian, 2.67% of such net income up to $20 million and
1.33% of such net income in excess of $20 million, for D.O. Jarvis the
respective percentages of such net income are 0.4% and 0.2% and for H.R. Smythe,
G.L. Raymond and J.J. Gibbons the respective percentages of such net income are
0.2% and 0.1%, and (ii) for the fiscal years to end after June 30, 1998: for
J.S. Houssian, 2.0% of the consolidated net income up to $20 million and 1.0% of
such net income in excess of $20 million, for D.O. Jarvis the respective
percentages of such net income are 0.30% and 0.15% and for H.R. Smythe, G.L.
Raymond and J.J. Gibbons the respective percentages of such net income are 0.15%
and 0.075%. The current market price on the first day of the calculation period
commencing July 1, 1998 was $28.74.
In connection with the Share Capital Reorganization, the Human Resources
Committee adjusted, pursuant to the terms of the Plan, the notional number of
Common Shares for the first calculation period for each existing Participant to
reflect the effect of the Share Capital Reorganization. Following completion of
the Share Capital Reorganization the Plan has operated with reference to Common
Shares in place of Old Common Shares.
STOCK OPTION PLAN
As described under "Matters to be Acted Upon -- Amendment of Stock Option
Plan", the Company has a Stock Option Plan under which the Human Resources
Committee is authorized, in its discretion, to grant options to purchase Common
Shares to senior officers and employees of the Company, its subsidiaries and
limited partnerships
9
<PAGE> 12
of which the general partner is the Company or a subsidiary of the Company. The
Stock Option Plan provides for the issuance of options to acquire NRP Shares as
well as Common Shares. All options to acquire NRP Shares were issued in
connection with the Share Capital Reorganization.
Pursuant to the Stock Option Plan, prior to the amendments described under
"Matters to be Acted Upon -- Amendment of Stock Option Plan", options granted
thereunder could not be exercised until the expiry of approximately one year
from the date of grant. Thereafter, during each of the next five succeeding
years, up to 20% of the Common Shares subject to the options could be purchased
on a cumulative basis. Options to acquire NRP Shares include additional
provisions providing for termination of rights to acquire NRP Shares, as to 25%
of the NRP Shares subject thereto, on June 30 in each of the years 1998, 1999
and 2000 and on October 1, 2000 to the extent that such rights are not exercised
prior to such dates, and permit the exercise, prior to such dates, of the
options in respect of such rights that will so terminate. Options granted under
the Stock Option Plan are non-transferable and subject to early termination in
the event of death of the optionee or the optionee ceasing to be an officer or
employee. The Human Resources Committee may, in its discretion, permit early
exercise of options. The number of Common Shares which may be reserved for
issuance to any person pursuant to options granted by the Company is limited to
5% of the number of outstanding Common Shares. Members of the Human Resources
Committee are ineligible to receive options under the Stock Option Plan.
As described under "Matters to be Acted Upon -- Amendment of Stock Option
Plan", at the Meeting the members will be asked to consider and, if thought fit,
pass a resolution ratifying and approving amendments to the Stock Option Plan.
The following table provides information related to the grants of options
to the Named Executive Officers during the financial year ended June 30, 1998.
OPTIONS GRANTED DURING THE FINANCIAL YEAR ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MARKET VALUE
% OF TOTAL OF SECURITIES
SECURITIES OPTIONS UNDERLYING
UNDER GRANTED TO OPTIONS ON
OPTIONS EMPLOYEES IN EXERCISE OR THE DATE OF
GRANTED(1) FINANCIAL BASE PRICE GRANT EXPIRATION
NAME (#) YEAR ($/SECURITY) ($/SECURITY) DATE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J.S. Houssian 380,000 31.6 26.00 26.10 March 2, 2008
- -----------------------------------------------------------------------------------------------------------------------
D.O. Jarvis 190,000 15.8 26.00 26.10 March 2, 2008
- -----------------------------------------------------------------------------------------------------------------------
H.R. Smythe 190,000 15.8 26.00 26.10 March 2, 2008
- -----------------------------------------------------------------------------------------------------------------------
G.L. Raymond 190,000 15.8 26.00 26.10 March 2, 2008
- -----------------------------------------------------------------------------------------------------------------------
J.J. Gibbons -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) No shares will be issued pursuant to these options unless the Stock Option
Plan Amendments are approved by the members. See "Matters to be Acted Upon
-- Amendment of Stock Option Plan."
10
<PAGE> 13
The following tables provide information related to the options exercised
by the Named Executive Officers during the financial year ended June 30, 1998
and the value of any unexercised options on June 30, 1998 for both Common Shares
and NRP Shares.
AGGREGATED COMMON SHARE OPTION EXERCISES DURING THE FINANCIAL YEAR ENDED
JUNE 30, 1998 AND FINANCIAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SECURITIES AT JUNE 30, 1998(1) AT JUNE 30, 1998(1)
ACQUIRED ON AGGREGATE (#) ($)
EXERCISE VALUE REALIZED -------------------------------- -----------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.S. Houssian -- -- 682,500 522,500 11,400,575 3,434,425
- --------------------------------------------------------------------------------------------------------------------------------
D.O. Jarvis 36,950 550,456 212,800 220,250 3,561,446 1,162,073
- --------------------------------------------------------------------------------------------------------------------------------
H.R. Smythe -- -- 101,750 238,250 1,304,387 1,527,813
- --------------------------------------------------------------------------------------------------------------------------------
G.L. Raymond 45,000 608,560 69,750 225,250 772,827 1,321,023
- --------------------------------------------------------------------------------------------------------------------------------
J.J. Gibbons 15,000 143,200 -- 10,000 -- 147,800
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options for the purchase of Common Shares. These numbers include the options
referred to in note (3) to the Summary Compensation Table on page 8 of this
Information Circular.
AGGREGATED NRP SHARE OPTION EXERCISES DURING THE FINANCIAL YEAR ENDED
JUNE 30, 1998 AND FINANCIAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SECURITIES AT JUNE 30, 1998(1) AT JUNE 30, 1998(1)
ACQUIRED ON AGGREGATE (#) ($)
EXERCISE VALUE REALIZED -------------------------------- --------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.S. Houssian 206,250 298,045 433,750 185,000 753,988 206,950
- -----------------------------------------------------------------------------------------------------------------------------
D.O. Jarvis 150,000 252,738 95,000 55,000 176,223 53,240
- -----------------------------------------------------------------------------------------------------------------------------
H.R. Smythe 37,500 46,450 41,750 70,750 64,613 89,363
- -----------------------------------------------------------------------------------------------------------------------------
G.L. Raymond 47,250 66,373 -- 57,750 -- 69,953
- -----------------------------------------------------------------------------------------------------------------------------
J.J. Gibbons 15,000 22,700 -- 10,000 -- 13,700
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options for the purchase of NRP Shares.
EMPLOYMENT CONTRACT
The Company has entered into an employment contract with Mr. Houssian, the
Chairman, President and Chief Executive Officer of the Company. Under the
contract, the Company agreed to pay Mr. Houssian an annual salary of $400,000
from and after August 1, 1994. The annual salary is to increase on October 1 in
each year commencing October 1, 1994 by the greater of four percent and the
increase in the Consumer Price Index. Pursuant to his employment contract, Mr.
Houssian participates in all benefit plans, arrangements and other perquisites
which the Company implements from time to time for executive officers, and is
entitled to certain other perquisites.
In addition to the salary referred to above, Mr. Houssian is entitled to
participate in the Intrawest Corporation Executive Long-Term Incentive Plan
described under "Statement of Executive Compensation -- Executive Long-Term
Incentive Plan".
The Company may terminate Mr. Houssian's employment with the Company upon
two years' prior notice or, in lieu of notice, by paying to Mr. Houssian an
amount equal to two times his annual salary plus two times the amount of the
bonus paid to Mr. Houssian in the fiscal year of the Company most recently
preceding the date of termination. In addition, in such event, Mr. Houssian is
entitled to be paid amounts that would otherwise be paid or credited to benefit
plans and arrangements in effect for his benefit for the two years following
termination of his employment. The contract provides for the payment to Mr.
Houssian of the amounts referred to above in the event
11
<PAGE> 14
Mr. Houssian resigns in circumstances that would amount to a change in his
responsibilities following a change in control of the Company. The contract also
provides that the period of reasonable notice of termination for Mr. Houssian
under the Executive Long-Term Incentive Plan in such event will be two years.
See "Statement of Executive Compensation -- Executive Long-Term Incentive Plan".
The Company has no employment contract with any other Named Executive
Officer.
COMPENSATION FOR LOSS OF OFFICE
The contract between the Company and Mr. Houssian referred to under
"Statement of Executive Compensation -- Employment Contract" and the Executive
Long-Term Incentive Plan referred to under "Statement of Executive Compensation
- -- Executive Long-Term Incentive Plan" both contain arrangements for
compensation resulting from resignation, retirement or other termination of
employment or from a change in the responsibilities of a Named Executive Officer
following a change in control as summarized thereunder. The basis of
determination for such payments is described under the headings "Statement of
Executive Compensation -- Employment Contract" and "Statement of Executive
Compensation -- Executive Long-Term Incentive Plan". The amount of such payments
can only be determined at the time such payments would be made.
PENSION PLANS
The Company has established the Intrawest Corporation Designated
Executives' Pension Plan (the "Pension Plan") to provide retirement pensions for
four of its Named Executive Officers, J.S. Houssian, D.O. Jarvis, H.R. Smythe
and G.L. Raymond. These Named Executive Officers also belong to the Intrawest
Corporation Employee Pension Plan (the "Employee Pension Plan").
The Pension Plan is comprised of a registered portion and a non-registered
portion. Together with benefits from the Employee Pension Plan, the registered
portion provides the maximum benefits allowable under the Income Tax Act, with
any excess provided through the non-registered portion.
The following table sets out the total annual lifetime pension which would
be payable under the Pension Plan based upon retirement at age 60, at various
levels of remuneration and years of service.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
YEARS OF SERVICE
REMUNERATION ------------------------------------------------------------
($) 15 20 25 30 35
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
125,000 $ 37,500 $ 50,000 $ 62,500 $ 75,000 $ 87,500
150,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000 $105,000
175,000 $ 52,500 $ 70,000 $ 87,500 $105,000 $122,500
200,000 $ 60,000 $ 80,000 $100,000 $120,000 $140,000
225,000 $ 67,500 $ 90,000 $112,500 $135,000 $157,500
250,000 $ 75,000 $100,000 $125,000 $150,000 $175,000
300,000 $ 90,000 $120,000 $150,000 $180,000 $210,000
400,000 $120,000 $160,000 $200,000 $240,000 $280,000
500,000 $150,000 $200,000 $250,000 $300,000 $350,000
600,000 $180,000 $240,000 $300,000 $360,000 $420,000
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
</TABLE>
Pensions under the Pension Plan are based on the executive's years of
credited service and highest average remuneration in any 36 consecutive months
of service. Remuneration for purposes of the Pension Plan includes salary and
vacation pay but excludes other forms of compensation such as bonuses,
commissions and taxable benefits.
With the exception of J.S. Houssian, credited service under the Pension
Plan includes service after October 1, 1993, plus one-fifth of service prior to
October 1, 1993 for each completed year of service after such date. For J.S.
Houssian, credited service includes all service. At June 30, 1998, J.S.
Houssian, D.O. Jarvis, H.R. Smythe and G.L. Raymond had 28.0, 8.2, 11.9 and 10.6
years of credited service, respectively.
Benefits are paid in a joint and survivor form with 60% of the pension
continuing to the executive's spouse after death. If there is no spouse at
retirement, pensions are paid with a guarantee of 60 monthly payments. There are
no deductions for social security or other offset amounts.
12
<PAGE> 15
COMPENSATION OF DIRECTORS
For the year ended June 30, 1998, each director of the Company who was not
an executive officer of the Company was entitled to be paid an annual fee of
$12,000 and an additional fee of $750 for each meeting of the Board of Directors
or any committee thereof in which the director participated. For the year ended
June 30, 1998, the total of such fees paid or payable amounted to $206,250. In
addition, the directors are reimbursed for their reasonable expenses in
connection with such meetings.
COMPOSITION OF THE HUMAN RESOURCES COMMITTEE
The Human Resources Committee (the "Committee") is composed of four members
of the Board of Directors who are neither officers, nor employees, nor former
officers or employees, of the Company. The current members of the Committee are
Messrs. MacDougall, Manheim, Roy and Young.
REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION STRATEGY
The Company's executive compensation strategy combines salary, annual
incentives and long-term incentives with a program of benefits and perquisites
to form an integrated compensation strategy designed to achieve the following
objectives:
- to encourage and award entrepreneurial management by having a significant
proportion of compensation relate to performance;
- to attract and retain executives on a competitive basis across North
America recognizing that the Company's business is, to an increasing
extent, taking place in the United States; and
- to ensure commonality of interest between members and management, both
short-term and long-term.
From time to time the Committee undertakes a comprehensive review of the
compensation plans for the Company's senior executives with the objective of
ensuring that the plans meet the objectives cited above. Professional
consultants are engaged to assist the Committee. These consultants conduct
salary surveys to develop comparable salary groups and advise the Committee
about the structuring of compensation arrangements that would be responsive to
the Committee's objectives. The Committee incorporates the consultants'
recommendations in the compensation determinations. The Committee will continue
to employ this process and review the compensation plans on an annual basis to
ensure that they reflect properly the business strategy and compensation
objectives of the Company.
BASE SALARIES
Base salaries are established by reference to a comparable group of leisure
and resort companies in North America (the "Comparator Group").
ANNUAL INCENTIVES
The Company provides opportunities to earn annual incentive awards that are
based upon the achievement of personal performance goals and upon the financial
performance of the Company. For the senior executives, other than the Chief
Executive Officer, the annual incentives range from 0% to 70% of base salary
depending on performance. For the Chief Executive Officer the annual incentives
range from 0% to 100% of base salary depending on performance.
EXECUTIVE LONG-TERM INCENTIVE PLAN
The Executive Long-Term Incentive Plan is a long-term performance-based
compensation plan. This plan rewards senior executive officers on the basis of
(i) the consolidated net income or loss of the Company on a cumulative basis
over a number of years, and (ii) the price of the Common Shares at the time of
termination of the participating senior executive officer's employment. The
combination of cumulative long-term earnings with stock price performance
ensures long-term commonality of interest between members and senior executive
officers by linking compensation to senior executive officers with long-term
results achieved for members of the Company. See "Statement of Executive
Compensation -- Executive Long-Term Incentive Plan".
13
<PAGE> 16
FUNDED SENIOR EMPLOYEE SHARE PURCHASE PLAN
The Funded Senior Employee Share Purchase Plan provides interest-free loans
to senior executive officers to enable them to acquire Common Shares of the
Company from treasury. These loans are recourse to the individuals. The
guideline currently established by the Board of Directors is that these loans
should not exceed one times the executive's annual salary, except in the case of
the Chief Executive Officer, where a guideline of two times annual salary has
been established. See "Indebtedness of Directors and Senior Officers -- Funded
Senior Employee Share Purchase Plan".
STOCK OPTION PLAN
As described under "Matters to be Acted Upon -- Amendment of Stock Option
Plan" and "Statement of Executive Compensation -- Stock Option Plan", the
Company has a stock option program which is offered to the senior executive
officers and a broader group of managers in the Company. The Company believes
that stock options are an important method of ensuring that senior executive
officers and managers are focused on enhancing shareholder value. Accordingly
these stock options are granted to a broad number of management personnel. At
October 9, 1998, 12 senior executive officers and 80 management personnel
participated in the stock option program. As described under "Matters to be
Acted Upon -- Amendment of Stock Option Plan", at the Meeting members will be
asked to consider and, if thought fit, pass a resolution ratifying and approving
the Stock Option Plan Amendments, including an increase in the maximum aggregate
number of Common Shares which may be issued under the Stock Option Plan. The
Committee believes that this increased maximum number is desirable in order to
permit the Company to continue to accomplish the purposes of the Stock Option
Plan and to provide for future grants of options.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
The Chief Executive Officer participates in all of the short-term and
long-term incentive programs as summarized elsewhere in this Information
Circular. The base salary of the Chief Executive Officer was established by
reference to the Comparator Group and was determined by the Committee. The bonus
under the short-term incentive arrangement awarded to the Chief Executive
Officer in 1998 recognizes the financial performance of the Company and the
achievement of corporate initiatives during that fiscal period.
Report presented by:
G.H. MacDougall
P.M. Manheim
B.A. Roy
C.E. Young
14
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the cumulative total return to shareholders
for Old Common Shares (prior to March 14, 1997) and Common Shares (from and
after March 14, 1997) compared to the TSE 300 Stock Index and the TSE Real
Estate Index, assuming reinvestment of dividends at the market price on each of
the dividend payment dates and assuming the sale by holders of Old Common Shares
of NRP Shares received by such holders pursuant to the Share Capital
Reorganization and reinvestment of the proceeds thereof in Common Shares at the
market prices of the NRP Shares and Common Shares on the effective date of the
Share Capital Reorganization. The graph covers the period from September 30,
1993 to June 30, 1998. The Company changed its year end to June 30 in 1995.
Pursuant to the Share Capital Reorganization, effective March 14, 1997, the
authorized capital of the Company was reorganized and the Old Common Shares were
exchanged for Common Shares, which have the same attributes as the Old Common
Shares, and NRP Shares, which represent the net equity of the non-resort assets
held by the Company. The Common Shares have been publicly traded since March 14,
1997. In calculating the cumulative total return and the change in such return,
the price for the Common Shares as at June 30, 1998 and the price for the Old
Common Shares as at September 30, 1993 were utilized.
At June 30, 1998, the market price of the NRP Shares was $2.95 per share.
CUMULATIVE VALUE OF A $100 INVESTMENT IN COMMON
SHARES ASSUMING REINVESTMENT OF DIVIDENDS
<TABLE>
<CAPTION>
30-SEPT-93 30-SEPT-94 30-JUNE-95 30-JUNE-96 30-JUNE-97 30-JUNE-98
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Intrawest Corporation 100 107 95 119 211 270
TSE 300 Stock Index 100 112 118 135 175 204
TSE Real Estate Index 100 85 63 59 86 99
</TABLE>
15
<PAGE> 18
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
INDEBTEDNESS OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS
Other than as set out in the following table or under the heading
"Indebtedness of Directors and Senior Officers -- Funded Senior Employee Share
Purchase Plan", no director, executive officer or senior officer of the Company,
no proposed nominee for election as a director of the Company and no associate
of any such director, officer or proposed nominee, is, or at any time during the
most recently completed financial year has been, indebted to the Company, other
than in respect of routine indebtedness.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
LARGEST AMOUNT
OUTSTANDING DURING AMOUNT OUTSTANDING
YEAR ENDED AS AT
INVOLVEMENT OF COMPANY JUNE 30, 1998 OCTOBER 9, 1998
NAME OR SUBSIDIARY ($) ($)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
236130 British Columbia Ltd.(1) Loan by Intrawest 1,330,271 --
Corporation(2)
- ------------------------------------------------------------------------------------------------------------
291549 British Columbia Ltd.(1) Loan by Intrawest 159,973 --
Corporation(2)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each of these corporations is controlled by Mr. Houssian.
(2) Pursuant to arrangements entered into as a part of the Company's public
offering of Old Common Shares in March 1990 and the reorganization which
took place in connection therewith, the Company loaned $1,330,271 and
$159,973, respectively, on December 14, 1990 to 236130 British Columbia Ltd.
and 291549 British Columbia Ltd. The loans were non-interest-bearing and
were repaid fully in December 1997.
FUNDED SENIOR EMPLOYEE SHARE PURCHASE PLAN
Pursuant to the Funded Senior Employee Share Purchase Plan the Company may
make loans to designated eligible employees to be used for the subscription for
Common Shares by Montreal Trust Company of Canada as trustee to be held in trust
for the benefit of such employees and as security for such loans. The Funded
Senior Employee Share Purchase Plan is administered by the Human Resources
Committee which is authorized to designate as eligible employees any bona fide
full-time employees of the Company and of designated subsidiaries of the
Company. The loans are interest-free and are for terms of up to ten years as
determined by the Human Resources Committee. The members of the Human Resources
Committee are ineligible to receive loans under the Funded Senior Employee Share
Purchase Plan. Common Shares subscribed for under the Funded Senior Employee
Share Purchase Plan are issued at their market value as determined pursuant to a
formula based on trading prices of the Common Shares on The Toronto Stock
Exchange. The Company pays all administrative expenses of the Funded Senior
Employee Share Purchase Plan, including fees of the trustee.
16
<PAGE> 19
The following table sets forth indebtedness of directors, executive
officers and senior officers in connection with the purchase of Common Shares in
1993, 1996 and 1998 under the Funded Senior Employee Share Purchase Plan. The
aggregate amount of such indebtedness to all officers, directors and employees
of the Company on October 9, 1998 was $1,106,358.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND
SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
LARGEST AMOUNT FINANCIALLY ASSISTED
OUTSTANDING DURING AMOUNT SECURITIES PURCHASED
YEAR ENDED OUTSTANDING AS AT DURING YEAR ENDED
NAME AND PRINCIPAL POSITION INVOLVEMENT JUNE 30, 1998 OCTOBER 9, 1998 JUNE 30, 1998 SECURITY FOR
IN THE COMPANY OF ISSUER ($) ($) (#) INDEBTEDNESS
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
M.F. COYLE Lender 50,737 -- -- Shares
Senior Vice President,
Marketing
- ---------------------------------------------------------------------------------------------------------------------------------
D.S. GREENFIELD Lender 88,494 86,550 -- Shares
Senior Vice President,
Resort Development Group
- ---------------------------------------------------------------------------------------------------------------------------------
J.S. HOUSSIAN Lender 715,028 596,390 -- Shares
Chairman, President and
Chief Executive Officer
- ---------------------------------------------------------------------------------------------------------------------------------
D.O. JARVIS Lender 238,343 198,795 -- Shares
Executive Vice President and
Chief Financial Officer
- ---------------------------------------------------------------------------------------------------------------------------------
R. PAYETTE(1) Lender 89,460 -- 3,600 Shares
- ---------------------------------------------------------------------------------------------------------------------------------
H.R. SMYTHE Lender 143,006 119,278 -- Shares
President, Resort Operations
Group
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Payette ceased to be an employee of the Company on September 11, 1998.
GENERAL
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy are directors of the
Company.
A MEMBER OF THE COMPANY HAS THE RIGHT TO APPOINT A PERSON TO ATTEND AND ACT
AS PROXYHOLDER ON THE MEMBER'S BEHALF AT THE MEETING OTHER THAN THE PERSONS
NAMED IN THE ENCLOSED FORM OF PROXY. IF A MEMBER DOES NOT WANT TO APPOINT EITHER
PERSON SO NAMED, THE MEMBER SHOULD INSERT IN THE BLANK SPACE PROVIDED THE NAME
AND ADDRESS OF THE PERSON WHOM THE MEMBER WISHES TO APPOINT AS PROXYHOLDER. THAT
PERSON NEED NOT BE A MEMBER OF THE COMPANY.
A member who has given a proxy may revoke it by (a) signing a proxy bearing
a later date and depositing it as provided under "Deposit of Proxy", below; (b)
signing and dating a written notice of revocation (in the same manner as the
enclosed form of proxy is required to be executed, as set out under "Validity of
Proxy", below) and delivering such notice either to the registered office of the
Company, P.O. Box 10424, Pacific Centre, Suite 1300 - 777 Dunsmuir Street,
Vancouver, British Columbia, Canada V7Y 1K2, Attention: Sally Dennis at any time
up to and including the last business day preceding the day of the Meeting or to
the chairman of the Meeting on the day of the Meeting or (c) attending the
Meeting in person and registering with the scrutineer thereat as a member
present in person and signing and dating a written notice of revocation. Such
revocation will have effect only in respect of those matters upon which a vote
has not already been cast pursuant to the authority conferred by the proxy.
VOTING OF SHARES REPRESENTED BY PROXY
A proxy in the form of the enclosed form of proxy will confer discretionary
authority upon a proxyholder named therein with respect to the matters
identified in the enclosed notice of the Meeting and in the form of proxy for
which no choice is specified (and with respect to amendments and variations
thereto and any other matter that may properly be brought before the Meeting).
17
<PAGE> 20
The shares of a member represented by proxy will be voted or withheld from
voting in accordance with the instructions of the member on any ballot that may
be called for and, if the member specifies with certainty a choice with respect
to any matter to be acted upon, the shares of the member will be voted
accordingly.
In accordance with the rules of the New York Stock Exchange, brokers and
nominees may be precluded from exercising their voting discretion with respect
to certain matters to be acted upon (e.g., any proposal which would
substantially affect the rights or privileges of the Common Shares) and thus, in
the absence of specific instructions from the beneficial owner of shares, will
not be empowered to vote the shares on such matters. A broker non-vote will not
be counted in determining the number of shares necessary for approval of the
proposals. Shares represented by such broker non-votes will, however, be counted
for purposes of determining whether there is a quorum.
IF NO CHOICE IS SPECIFIED BY A MEMBER IN A PROXY WITH RESPECT TO A MATTER
IDENTIFIED THEREIN AND ONE OF THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY IS
APPOINTED AS PROXYHOLDER, THE SHARES OF THE MEMBER REPRESENTED BY THE PROXY WILL
BE VOTED IN FAVOUR OF SUCH MATTER.
VALIDITY OF PROXY
A PROXY WILL NOT BE VALID UNLESS IT IS DATED AND SIGNED BY THE MEMBER OR BY
THE MEMBER'S ATTORNEY DULY AUTHORIZED IN WRITING. IN THE CASE OF A MEMBER THAT
IS A CORPORATION, A PROXY WILL NOT BE VALID UNLESS IT IS EXECUTED UNDER ITS SEAL
OR BY A DULY AUTHORIZED OFFICER OR AGENT OF, OR ATTORNEY FOR, SUCH CORPORATE
MEMBER. IF A PROXY IS EXECUTED BY AN ATTORNEY OR AGENT FOR AN INDIVIDUAL MEMBER
OR JOINT MEMBERS, OR BY AN OFFICER, ATTORNEY, AGENT OR OTHER AUTHORITY FOR A
CORPORATE MEMBER, THE INSTRUMENT EMPOWERING THE ATTORNEY, OFFICER OR AGENT, AS
THE CASE MAY BE, OR A NOTARIAL COPY THEREOF, SHOULD ACCOMPANY THE PROXY.
A vote cast in accordance with the terms of a proxy will be valid
notwithstanding the previous death, incapacity or bankruptcy of the member or
intermediary on whose behalf the proxy was given or the revocation of the
appointment, unless written notice of such death, incapacity, bankruptcy or
revocation is received by the chairman of the Meeting at any time before the
vote is cast.
DEPOSIT OF PROXY
IN ORDER TO BE VALID AND EFFECTIVE, PROXIES MUST BE DEPOSITED WITH CIBC
MELLON TRUST COMPANY, MALL LEVEL, 1177 WEST HASTINGS STREET, VANCOUVER, BRITISH
COLUMBIA, CANADA V6E 2K3 BY NO LATER THAN 11:00 A.M. (VANCOUVER TIME) ON
NOVEMBER 13, 1998 OR DELIVERED TO THE CHAIRMAN OF THE MEETING PRIOR TO THE
COMMENCEMENT OF THE MEETING.
ALL NON-REGISTERED MEMBERS WHO RECEIVE THESE MATERIALS THROUGH A BROKER OR
OTHER INTERMEDIARY SHOULD COMPLETE AND RETURN THE MATERIALS IN ACCORDANCE WITH
THE INSTRUCTIONS PROVIDED TO THEM BY SUCH BROKER OR OTHER INTERMEDIARY.
AMENDMENTS OR VARIATIONS AND OTHER MATTERS
The management of the Company is not now aware of any amendments to or
variations of any of the matters identified in the enclosed notice of the
Meeting nor of any other matter which may be brought before the Meeting.
However, a proxy in the form of the enclosed form will confer discretionary
authority upon a proxyholder named therein to vote on any amendments to or
variations of any of the matters identified in the enclosed notice and on any
other matter which may properly be brought before the Meeting.
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES
The Company has issued and there are outstanding 39,523,286 Common Shares
and 16,465,086 NRP Shares. Holders of Common Shares are entitled to one vote for
each Common Share held. Holders of Common Shares of record at the close of
business on October 9, 1998 are entitled to receive notice of and to vote at the
Meeting.
To the knowledge of the directors and senior officers of the Company, there
are no persons who beneficially own, directly or indirectly, or exercise control
or direction over, Common Shares carrying more than 10% of the voting rights
attached to all voting shares of the Company.
18
<PAGE> 21
AVAILABILITY OF INFORMATION
The Company will provide to any person or company, upon request to the
Corporate Secretary of the Company, copies of the Company's Annual Information
Form together with a copy of any document, or the pertinent pages of any
document, incorporated therein by reference, the Company's comparative
consolidated financial statements for its most recently completed financial year
together with the accompanying report of the auditor, one copy of any interim
financial statements of the Company subsequent to the financial statements for
the Company's most recently completed financial year and the Company's
information circular in respect of its most recent annual meeting of
shareholders.
APPROVAL OF CIRCULAR
The contents of this information circular have been approved and its
mailing has been authorized by the Board of Directors of the Company.
DATED: October 9, 1998 BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joe S. Houssian
----------------------------------
Joe S. Houssian
Chairman of the Board
19
<PAGE> 22
SCHEDULE A
TO THE
INFORMATION CIRCULAR OF INTRAWEST CORPORATION
DATED OCTOBER 9, 1998
RESOLUTION NO. 1
TEXT OF AN ORDINARY RESOLUTION OF THE MEMBERS OF INTRAWEST CORPORATION
DETERMINING THE NUMBER OF DIRECTORS.
BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:
The number of directors of the Company be determined to be 12.
RESOLUTION NO. 2
TEXT OF AN ORDINARY RESOLUTION OF THE MEMBERS OF INTRAWEST CORPORATION RATIFYING
AND APPROVING CERTAIN AMENDMENTS TO THE STOCK OPTION PLAN.
BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:
The Stock Option Plan Amendments set forth in the amended Stock Option Plan
tabled at the Meeting and otherwise described in the Information Circular of the
Company dated October 9, 1998 be and are hereby ratified, confirmed and
approved.
RESOLUTION NO. 3
TEXT OF AN ORDINARY RESOLUTION OF THE MEMBERS OF INTRAWEST CORPORATION
INCREASING THE NUMBER OF COMMON SHARES.
BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT the authorized capital of the
Company be increased by increasing the number of common shares without par value
to 200,000,000 and the Memorandum of the Company be altered by deleting
paragraph 2 thereof and substituting the following:
"2. The authorized capital of the Company consists of 260,000,000 shares
divided into:
(a) 200,000,000 common shares without par value;
(b) 50,000,000 Non-Resort Preferred Shares without par value; and
(c) 10,000,000 Preferred Shares without par value.
The Non-Resort Preferred Shares without par value and the Preferred Shares
without par value shall have attached thereto the special rights and
restrictions specified in the Articles.".
RESOLUTION NO. 4
TEXT OF AN ORDINARY RESOLUTION OF THE MEMBERS OF INTRAWEST CORPORATION
INCREASING THE NUMBER OF PREFERRED SHARES.
BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT the authorized capital of the
Company be increased by increasing the number of Preferred Shares without par
value to 20,000,000 and the Memorandum of the Company be altered by deleting
paragraph 2 thereof and substituting the following:
"2. The authorized capital of the Company consists of 270,000,000 shares
divided into:
(a) 200,000,000 common shares without par value;
(b) 50,000,000 Non-Resort Preferred Shares without par value; and
(c) 20,000,000 Preferred Shares without par value.
The Non-Resort Preferred Shares without par value and the Preferred Shares
without par value shall have attached thereto the special rights and
restrictions specified in the Articles.".
20
<PAGE> 23
RESOLUTION NO. 5
TEXT OF A SPECIAL RESOLUTION OF THE MEMBERS OF INTRAWEST CORPORATION AMENDING
THE ARTICLES OF THE COMPANY.
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT the Articles of the Company be
altered by deleting Article 14.1(4) and substituting the following therefor:
"(4) The directors present at any meeting of the board may choose one of
their number to be chairman of the meeting.".
21
<PAGE> 24
INTRAWEST CORPORATION
ANNUAL GENERAL MEETING
November 16, 1998
PROXY
The undersigned member of Intrawest Corporation (the "Company") hereby
appoints Joe S. Houssian or, failing him, Daniel O. Jarvis or, instead of either
of them,
- --------------------------------------------------------------------------------
as proxyholder and nominee of the undersigned to attend and act at the Annual
General Meeting of the Company to be held on November 16, 1998 and any
adjournment thereof (the "Meeting") with authority to vote thereat for and on
behalf of the undersigned and directs the proxyholder to vote the shares of the
Company held by the undersigned in respect of the matters indicated below as
follows:
1. To approve an ordinary resolution to determine the number of directors of
the Company to be 12, the full text of which resolution is set out in
Schedule A to the accompanying Information Circular.
[ ] FOR [ ] AGAINST
2. The election as a director of the Company of:
<TABLE>
<CAPTION>
FOR WITHHOLD VOTE
--- -------------
<S> <C> <C>
R. Thomas M. Allan [ ] [ ]
Joe S. Houssian [ ] [ ]
Daniel O. Jarvis [ ] [ ]
David A. King [ ] [ ]
Gordon H. MacDougall [ ] [ ]
Paul M. Manheim [ ] [ ]
Paul A. Novelly [ ] [ ]
Gary L. Raymond [ ] [ ]
Bernard A. Roy [ ] [ ]
Khaled C. Sifri [ ] [ ]
Hugh R. Smythe [ ] [ ]
Nicholas C.H. Villiers [ ] [ ]
</TABLE>
3. The appointment of KPMG, Chartered Accountants as auditors of the Company:
[ ] FOR [ ] WITHHOLD VOTE
4. The authority of the directors to fix the remuneration of the auditors:
[ ] FOR [ ] AGAINST
5. To approve an ordinary resolution to ratify and approve certain amendments
to the Company's Stock Option Plan, the full text of which resolution is
set out in Schedule A to the accompanying Information Circular.
[ ] FOR [ ] AGAINST
6. To approve an ordinary resolution to alter the Memorandum of the Company to
increase the number of authorized Common Shares of the Company, the full
text of which resolution is set out in Schedule A to the accompanying
Information Circular.
[ ] FOR [ ] AGAINST
7. To approve an ordinary resolution to alter the Memorandum of the Company to
increase the number of authorized Preferred Shares of the Company, the full
text of which resolution is set out in Schedule A to the accompanying
Information Circular.
[ ] FOR [ ] AGAINST
8. To approve a special resolution to alter the Articles of the Company, the
full text of which resolution is set out in Schedule A to the accompanying
Information Circular.
[ ] FOR [ ] AGAINST
Date:
-------------------------------------------------- , 1998.
----------------------------------------------------------
Signature of Member
Name of Member:
----------------------------------------------------------
(Please print clearly)
(PLEASE SEE OVER FOR INSTRUCTIONS)
<PAGE> 25
INSTRUCTIONS
If you are a registered member of the Company and are unable to attend the
Meeting in person, please complete, sign and date the enclosed form of proxy and
return it to CIBC Mellon Trust Company, Mall Level, 1177 West Hastings Street,
Vancouver, British Columbia, Canada V6E 2K3 by no later than 11:00 a.m.
(Vancouver time) on November 13, 1998.
If you are a non-registered member of the Company and receive these
materials through your broker or through another intermediary, please complete
and return the materials in accordance with the instructions provided to you by
your broker or by such other intermediary.
NOTE:
1. THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY. Please refer to
the Information Circular accompanying the enclosed Notice of Meeting.
2. The shares represented by this proxy will be voted or withheld from voting
in accordance with the instructions of the member on any ballot that may be
called for and, if the member specifies with certainty a choice with
respect to any matter to be acted upon, such shares will be voted
accordingly.
3. THE AUTHORITY CONFERRED HEREUNDER MAY BE EXERCISED AT THE SOLE DISCRETION
OF THE PROXYHOLDER IN RESPECT OF: (i) EACH MATTER SET OUT IN THE PROXY FOR
WHICH NO CHOICE IS SPECIFIED; (ii) ANY AMENDMENTS TO OR VARIATIONS OF ANY
OF THE MATTERS IDENTIFIED IN THE ENCLOSED NOTICE OF MEETING; AND (iii)
OTHER BUSINESS WHICH MAY PROPERLY BE BROUGHT BEFORE THE MEETING.
4. IF NO CHOICE IS SPECIFIED IN THIS PROXY AND ONE OF THE PERSONS NAMED IN
THIS FORM OF PROXY IS APPOINTED AS PROXYHOLDER, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED IN FAVOUR OF SUCH MATTER.
5. A MEMBER HAS THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A MEMBER, AS
PROXYHOLDER AT THE MEETING OTHER THAN THE PERSONS NAMED IN THIS FORM OF
PROXY AND MAY DO SO BY INSERTING IN THE BLANK SPACE PROVIDED THE NAME AND
ADDRESS OF THE PERSON WHOM THE MEMBER WISHES TO APPOINT.
6. IN ORDER TO BE VALID THIS FORM OF PROXY MUST BE DATED AND SIGNED BY THE
MEMBER OR HIS ATTORNEY DULY AUTHORIZED IN WRITING OR, IF THE MEMBER IS A
CORPORATION, UNDER ITS SEAL OR BY A DULY AUTHORIZED OFFICER OR AGENT
THEREOF OR ATTORNEY THEREFOR.
(SEE "VALIDITY OF PROXY" ON PAGE 18 OF THE INFORMATION CIRCULAR)
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the
undersigned, thereunto duly authorized.
INTRAWEST CORPORATION
Date: April 8, 1999 By /s/ ROSS MEACHER
------------------------------------
Name: Ross Meacher
Title: Corporate Secretary
