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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Pismo Coast Village, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PISMO COAST VILLAGE
Recreation Vehicle Resort
IMPORTANT ... SEND IN YOUR PROXY
IT IS REQUESTED THAT YOU READ THE ENCLOSED MATERIALS, THEN
DATE, FILL IN AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
THIS WILL SAVE THE EXPENSE OF FOLLOW - UP LETTERS, TELEPHONE CALLS
AND FURTHER SOLICITATION.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS OF
PISMO COAST VILLAGE, INC.
NOTICE IS HEREBY GIVEN that, pursuant to the call of the Board of Directors, an
Annual Meeting of Shareholders (the "Meeting") of PISMO COAST VILLAGE, INC.,
(the "Company") will be held at the South County Regional Center, 800 West
Branch Street, Arroyo Grande, California 93420 on January 20, 1996, at 9:00 A.M.
for the purpose of considering and voting on the following matters:
1. ELECTION OF DIRECTORS. Electing eighteen (18) persons to the Board of
Directors to serve until the 1997 Annual Meeting or until their successors are
elected and have qualified. The persons nominated by the Board to serve as
Directors are:
Allard, Howard Hinds, Jr., Edward
Barton, Emily Hughes, Terris
Bianchi, Donald Keller, Larry
Brittain, Kurt Nunlist, Ronald
Brown, Albert Pettibone, Jerald
Buchaklian, Harry Shaffer, Danny
Drake, Frank Valentia, Henry
Gould, Norman Williams, Jack N.
Greenberg, Maurice Zahka, Charles
2. SELECTION OF AUDITORS. To vote upon a resolution of the Board of Directors
of the Company to approve the selection of Glenn, Burdette, Phillips and Bryson
to serve as independent certified public accountants for the Company for the
fiscal year 1996.
3. OTHER BUSINESS. To transact such other business as may properly come before
the meeting and any adjournments thereof.
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The Board of Directors has fixed the close of business on December 1, 1995,
as the record date for determination of shareholders entitled to notice of, and
to vote at, the Meeting.
NOMINEES TO BOARD OF DIRECTORS FOR ELECTION AS DIRECTORS
At the annual meeting a Board of Directors, consisting of 18 members, will
be elected for the ensuing year. Each director will serve until the next
meeting of shareholders and until his or her successor is elected and qualifies.
The Board of Directors has proposed 18 individuals for election as directors
of the Company.
If the conditions which would allow cumulative voting are satisfied, the
Board of Directors solicits discretionary authority to cumulate votes and unless
authority to vote for a director is withheld on the Proxy card, the proxy
holders will cast the votes represented by the Board of Directors' proxies for
the nominees proposed by the Board of Directors and will not vote for any other
nominees.
You are urged to vote in favor of each of the proposals by so indicating on
the enclosed Proxy and by signing and returning the enclosed Proxy as promptly
as possible, whether or not you plan to attend the Meeting in person. The
enclosed Proxy is solicited by the Company's Board of Directors. Any
shareholder giving a Proxy may revoke it prior to the time it is voted by
notifying the Secretary, in writing, to that effect, by filing with him a later
dated Proxy, or by voting in person at the Meeting.
By Order of the Board of Directors
/s/ Kurt Brittain
----------------------------------
Kurt Brittain, Vice-President - Secretary
Dated: December 21st, 1995
165 South Dolliver
Pismo Beach, California 93449
(805) 773-1811
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PROXY STATEMENT
FOR AN
ANNUAL MEETING OF SHAREHOLDERS
OF
PISMO COAST VILLAGE, INC.
165 South Dolliver Street
Pismo Beach, California 93449
To Be Held January 20, 1996
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INTRODUCTION
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This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the annual Meeting of Shareholders (the "Meeting") of Pismo
Coast Village, Inc., (the "Company") to be held at the South County Regional
Center, 800 West Branch Street, Arroyo Grande, California 93420, at 9:00 A.M.
on Saturday, January 20, 1996, and all adjournments thereof.
It is expected that this Proxy Statement and accompanying Notice and form of
Proxy will be mailed to shareholders on or about December 21, 1995.
The matters to be considered and voted upon at the Meeting will include:
1. ELECTION OF DIRECTORS. Electing eighteen (18) persons to the Board of
Directors to serve until the 1997 Annual Meeting or until their successors are
elected and have qualified. The persons nominated by the Board to serve as
Directors are:
Allard, Howard Hinds, Jr., Edward
Barton, Emily Hughes, Terris
Bianchi, Donald Keller, Larry
Brittain, Kurt Nunlist, Ronald
Brown, Albert Pettibone, Jerald
Buchaklian, Harry Shaffer, Danny
Drake, Frank Valentia, Henry
Gould, Norman Williams, Jack N.
Greenberg, Maurice Zahka, Charles
2. SELECTION OF AUDITORS. To vote upon a resolution of the Board of
Directors of the Company to approve the selection of Glenn, Burdette, Phillips
and Bryson to serve as independent certified public accountants for the Company
for the fiscal year 1996.
3. OTHER BUSINESS. To transact such other business as may properly come
before the meeting and any adjournments thereof.
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REVOCABILITY OF PROXIES
A Proxy for use at the Meeting is enclosed. Any shareholder who executes
and delivers such Proxy has the right to revoke it, at any time before it is
exercised, by filing with the Secretary of the Company an instrument revoking
it, or a duly executed Proxy bearing a later date. In addition, the powers of
the proxy holders will be revoked if the person executing the Proxy is present
at the Meeting and elects to vote in person. Subject to such revocation or
suspension, all shares represented by a properly executed Proxy received in time
for the Meeting will be voted by the proxy holders, in accordance with the
instructions on the Proxy. IF NO INSTRUCTION IS SPECIFIED WITH REGARD TO A
MATTER TO BE ACTED UPON, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE MANAGEMENT AND IN FAVOR OF SUCH
MATTER.
PERSONS MAKING THE SOLICITATION
This solicitation of Proxies is being made by the Board of Directors of the
Company. The expense of preparing, assembling, printing and mailing this Proxy
Statement and the material used in the solicitation of Proxies for the Meeting
will be borne by the Company. It is contemplated that proxies will be solicited
principally through the use of the mails, but officers, directors, and employees
of the Company may solicit Proxies personally or by telephone, without receiving
special compensation therefor.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
There were issued and outstanding 1,800 shares of the Company's common stock
on December 1, 1995, which has been fixed as the record date for the purpose of
determining the shareholders entitled to notice of, and to vote at, the Meeting
(the "Record Date"). Each holder of the Company's common stock will be entitled
to one vote, in person or by Proxy, for each share of common stock held of
record on the books of the Company as of the Record Date, on any matter
submitted to the vote of the shareholders, except in the election of Directors,
where cumulative voting is permitted. See "Cumulative Voting" on page 4 hereof.
The presence in person or by Proxy of the holders of 33.33% (one-third) of
the outstanding shares of stock entitled to vote at the Annual Meeting will
constitute a quorum for the purpose of transacting business at the meeting.
If the enclosed Proxy is completed in the appropriate spaces, signed, dated
and returned, the Proxy will be voted as specified in the Proxy. If no
specification is made, as to any individual matter to be acted upon, on a
signed, dated and returned Proxy, it will be voted at the
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discretion of the proxy holders and in accordance with the recommendations of
management. As to any matters properly brought before the shareholders not
specifically described on the proxy, duly signed, dated and returned proxy will
be voted in accordance with the recommendations of management.
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ELECTION OF DIRECTORS OF COMPANY (Proposal 1)
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The Bylaws of the Company provide that the number of directors shall be
eighteen (18) until changed by an amendment to the Articles of Incorporation or
by the Bylaws duly adopted by the Company's shareholders. Pursuant to Section
3.2.3 of the Bylaws, in order to be elected as a Director of the Company, an
individual must own at least one share of the Common Stock of the Company. At
the Annual Meeting, eighteen (18) directors (the entire Board of Directors) are
to be elected to serve until the next Annual Meeting of the Shareholders or
until their successors are elected and qualified.
A shareholder may withhold authority for the proxy holders to vote for any
one or more of the nominees identified below by so indicating on the enclosed
Proxy in the manner instructed on the proxy. Unless authority to vote for the
nominees is so withheld, the proxy holders will vote the proxies received by
them for the election of the nominees identified below as directors of the
Company. Should any shareholder vote for a nominee not identified below, the
proxy holders will vote such shareholder's shares in accordance with his or her
wishes. If any of the nominees should be unable or declines to serve, which is
not now anticipated, the proxy holders shall have discretionary authority to
vote for a substitute who shall be designated by the present Board of Directors
to fill the vacancy. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all of the proxies
received by them in such a manner, in accordance with cumulative voting, as will
assure the election of as many of the nominees identified below as possible. In
such event, the specific nominees to be voted for will be determined by the
proxy holders.
None of the directors or executive officers of the Company were selected
pursuant to any arrangement or understanding between themselves and any other
individual (other than arrangements or understandings with directors or officers
acting solely in their capacities as such). There is no familial relationship
among any of the directors, executive officers of the Company, or the nominees
for such offices, and except as noted below, none serves as directors of any
company which has a class of securities registered under, or which is subject to
the periodic reporting requirements of the Securities Exchange Act of 1934 or
any investment company registered under the Investment Company Act of 1940.
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VOTING RIGHTS -- CUMULATIVE VOTING
All voting rights are vested in the holders of the common stock of the
Company, each share being entitled to one vote, except with respect to the
election of directors, as to which cumulative voting applies as described below.
California law provides that a shareholder of a California corporation, or
his proxy, may cumulate votes in the election of Directors. That is, each
shareholder may cast that number of votes equal to the number of shares owned by
him, multiplied by the number of Directors to be elected, and he may cumulate
such votes for a single candidate or distribute such votes among as many
candidates as he deems appropriate.
Certain affirmative steps must be taken by the shareholders of the Company
in order to be entitled to vote their shares cumulatively in the election of
Directors. At the shareholders' meeting at which Directors are to be elected,
no shareholder shall be entitled to cumulate votes (I.E., cast for any one or
more candidates a number of votes greater than the number of the shareholder's
shares) unless the candidates' names have been placed in nomination prior to the
commencement of the voting and at least one shareholder has given notice prior
to commencement of the voting of the shareholder's intention to cumulate votes.
If any shareholder has given such notice, then every shareholder entitled to
vote may cumulate votes for candidates in nomination and give one candidate a
number of votes equal to the number of Directors to be elected multiplied by the
number of votes to which that shareholder's shares are entitled, or distribute
the shareholder's votes on the same principle among any or all of the
candidates, as the shareholder thinks fit. The candidates receiving the highest
number of votes, up to the number of Directors to be elected, shall be elected.
It is intended that shares represented by proxies in the accompanying form
will be voted for the election of persons nominated by management. Although the
Board of Directors does not know whether there will be any nominations for
directors other than those nominated by management, as set forth below, if any
such nomination is made, or if votes are cast for any candidates other than
those nominated by the Board of Directors, the persons authorized to vote shares
represented by executed proxies in the enclosed form (if authority to vote for
the election of Directors or for any particular nominees is not withheld) will
have full discretion and authority to vote cumulatively and allocate votes among
any or all of the nominees of the Board of Directors in such order as they may
determine, provided all the above-listed requirements are met.
DIRECTORS AND NOMINEES; EXECUTIVE OFFICERS
The following table sets forth as to each current Director (each of whom has
been nominated for reelection as a Director of the Company at the upcoming
meeting) and as to each new nominee for office, such person's age, such person's
principal occupations during the past five years, the period during which such
person has served as a Director of the Company, and
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other pertinent information. Pursuant to California law and the Bylaws of the
Company, Directors shall be elected at each annual meeting of the shareholders
and hold office until the next annual meeting. All of the nominees, except as
designated, were elected as Directors of the Company at the 1995 Annual Meeting
of the Company's Shareholders. The following table also sets forth such
information as to the executive officers of the Company (each of whom also
currently serve as Directors) and other key employees. Each of the executive
officers of the Company is appointed by and serves at the pleasure of the Board.
DIRECTORS AND EXECUTIVE OFFICERS:
HOWARD R. ALLARD, DIRECTOR
Howard R. Allard, age 70, resides at 5161 Diablo Drive, Sacramento,
California 95842. He has a Master's Degree in Education Administration from
California State University, Sacramento. He was an elementary school principal
in the Rio Linda Union School District for 29 years prior to retirement in 1985.
He has been a partner since 1978 in Allard Enterprises which maintains rental
properties, and he has also been a partner since 1982 in Allard Limousine and in
the Horse Shoeing Supplies Company since 1987. Mr. Allard has served on the
Board for fifteen years, served as President for three years and Secretary for
two years.
EMILY BARTON, DIRECTOR
Emily Barton is 63 years old. She resides at 4008 Glenbrook Avenue,
Bakersfield, California 93306. She holds an inactive B-1 California
Contractors License and a Supplemental Swimming Pool License C-53. She was
active in the building business for many years. She is still active in the
remodeling and rehabilitation of her properties. She has been in the rental
business for 28 years and is currently active in the rental business. Her
specialty is buying foreclosures. She holds an active Life and Disability
Insurance License and is associated with Cross Town Insurance Co. She is past
President of B'nai B'rith Women Bakersfield Chapter #69. Under her leadership
B'nai B'rith Women received many community service awards. She has served on
the Board for three years.
DONALD J. BIANCHI, DIRECTOR
Donald J. Bianchi is 72 years old. He resides at 3605 Belle Terrace,
Bakersfield, California 93309. He retired from the U.S. Air Force as a
Lieutenant Colonel in 1983 and is a Past President of The Retired Officers
Association (TROA). He was a traffic officer and accident follow-up
investigator for the California Highway Patrol for 31 years until his retirement
in 1978. He is now a licensed state investigator in private practice. He has
served on the Board for twenty years.
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KURT F. BRITTAIN, DIRECTOR AND VICE PRESIDENT - SECRETARY
Kurt F. Brittain is 65 years old and resides at 518 El Modena Avenue,
Newport Beach, California. After his Marine Corps service, he was employed for
more than 33 years by Orange County, California, before his retirement in 1986.
His background includes public works, flood control and manager of the County's
Harbors, Beaches and Parks System. He was in charge of three harbors, seven
beaches and more than 26 parks, three of which were camping parks. He has
completed extension courses in business administration, management, recreation
and real estate. He has served on the Board for six years; one year as Vice
President of Administration, three years as Executive Vice President, and is
currently serving as Vice President - Secretary.
ALBERT G. BROWN, DIRECTOR
Albert G. Brown is 72 years old. He resides at 22718 Lone Eagle Road,
Apple Valley, California 92308. He was employed at Hughes Aircraft for 20
years, from 1945 to 1965, TRW Systems for 3 1/2 years, from 1965 to 1968, and
Rohr Industry Inc., for 11 1/2 years, from 1968 until retirement in 1979. He
worked his way up from being an assembler to Senior Industrial Engineer,
reporting directly to the Manager of Industrial Engineering. He has
completed extensive continued education in the field of Industrial
Engineering at USC. He has also been an AARP volunteer for the 55-Alive
Senior Driving Course. He has served on the Board of Directors for ten
years, and has served as Vice President of Administration for two years.
HARRY BUCHAKLIAN, DIRECTOR
Harry Buchaklian is 63 years old. He resides at 1361 E. Ticonderoga Drive,
Fresno California 93720. He has a B.A. Degree from CSUF in Industrial Arts, and
a Secondary Level Teaching Credential in Laboratory Electronics and Small Engine
Repair. His career has included employment as Assistant Manager with Western
Auto Stores, Electronics Instructor at Fresno Technical College and Technical
Supervisor for Sears Roebuck. He retired from Sears Roebuck in 1994. He
previously served on the Board for eleven accumulative years. Mr. Buchaklian
was appointed by the Board on September 16, 1995, to fill a vacancy created by
the resignation of Lee Mc Nutt.
FRANK DRAKE, NOMINEE
Frank Drake is 54 years old. He resides at 1242 Castaic Avenue, Bakersfield
California 93308. Mr. Drake has an A.A. Degree from Bakersfield College, and
holds an Administration of Justice Lifetime Vocational Teaching Credential from
UCLA. Mr. Drake retired after 20 years with the Kern County Sheriffs Department
where he was Commander of Detective, Administration and Jail Facilities.
Following his retirement from the Sheriff's Department in 1988, he was employed
as a Safety Consultant with State Compensation Insurance Fund assisting clients
in complying with OSHA and other safety standards. He retired from this
position in December 1995. Mr. Drake is a new nominee for the Board and does
not currently serve on the Board.
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NORMAN M. GOULD, DIRECTOR
Norman M. Gould is 76 years old. He resides at 10597 Road 30, Madera,
California 93637. He has a B.A. in Education and an M.A. in Administration. His
occupation prior to retirement in 1986 was as the Superintendent of Schools for
Madera County. He was a member of the Board of Directors of Kingsview, Inc.,
from 1968 to 1980. He held the positions of Vice Chairman and Chairman of the
Board of the company. He is currently on the Board of Directors of Valley Teen
Ranch, Inc. Mr. Gould also serves as the president on the Board of Directors for
Camp Sugar Pine, Inc., a nonprofit corporation. He has served on the Board for
seventeen accumulative years, including most recently from March 20, 1993 to
present, nine years as president, one year as treasurer and two years as
secretary.
MAURICE SULLIVAN GREENBERG, DIRECTOR AND EXECUTIVE VICE PRESIDENT
Maurice Greenberg is 76 years old. He resides at 17225 Tennyson Place,
Granada Hills, California 91344. He is a Consulting Registered Civil Engineer
and Geotechnical Engineer in California, and Registered Professional Engineer in
nine other states. He worked nineteen years with the Ralph M. Parsons Company,
worldwide engineers and constructors, as vice president and manager of
Geotechnical Services worldwide. Prior to that he worked twenty years as soils
testing and construction inspection and geotechnical engineer for the City of
Detroit, Michigan and has been named a distinguished graduate and member of the
Hall of Fame at Wayne State University where he received his Bachelors Degree.
He retired in 1985 from the Ralph M. Parsons Company. He has a Masters Degree
in Engineering from the University of Michigan. He is a life fellow of the
American Society of Civil Engineers, life member of the Society of American
Military Engineers, and life member of National Rifle Association. He has
served on the Board for ten years and is currently serving as Executive Vice
President.
EDWARD D. HINDS, JR., DIRECTOR
Edward D. (Dee) Hinds, Jr., age 68, resides at 3416 West Magill Avenue,
Fresno, California 93711. He was employed by Bank of America serving as a Branch
Officer, Vice President, and Manager for more than 38 years prior to his
retirement in 1988. He has served on the Board for fifteen years, and served as
Vice President - Secretary for three years.
TERRIS C. HUGHES, NOMINEE
Terris C. (Terry) Hughes, is 46 years old and resides at 2426 Sunset, Wasco,
California 93280. Mr. Hughes holds an A.A. Degree from Bakersfield Junior
College in Police Science. He has been employed with Cal Resources LLC for 22
years, and has held the position of Senior Training Technician for the last nine
years. His duties include providing safety and operational training to Cal
Resources LLC employees. Mr. Hughes is a new nominee for the Board and does not
currently serve on the Board of Directors.
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LARRY KELLER, NOMINEE
Larry Keller, age 42, resides at 3807 Mesa Grande, Bakersfield California
93304. Mr. Keller founded and operated Nooner Food Service from 1979 until 1992,
providing on-site food service of up to 13,000 meals per day at fire camps for
the U. S. Forrest Service throughout 11 western states. He also served as
President, Vice-President and Secretary/Treasurer of the Western Forest Fire
Catering Association. Since 1992 Mr. Keller has been self-employed at Presidio
Business Center, a commercial real estate management company he owns and
manages. Mr. Keller is a new nominee for the Board and does not currently serve
on the Board of Directors.
RONALD NUNLIST, DIRECTOR AND PRESIDENT
Ronald Nunlist, age 58, resides at 1105 Minter Avenue, Shafter, California
93263. He has been employed in the oil business for many years and since 1979
has been employed by Cal Resources LLC as an Operations Foreman. He has served
on the Board for ten years, and is currently serving his fourth year as
President.
JERALD PETTIBONE, DIRECTOR AND CHIEF FINANCIAL OFFICER
Jerry Pettibone, age 69, resides at 4179 Court Drive, Santa Cruz, California
95062. He sold and retired from his company, Pettibone Signs in Santa Cruz, in
October 1988. He started the Company in 1960, which operated statewide. Active
in trade associations, he served on the Board of Directors of the National
Electric Sign Association, and on the Board of Directors of the World Sign
Association, serving as National President in 1985-1986. He served on the Board
of Directors of the California Electric Sign Association for 22 years and was
recently elected a Director Emeritus. Also active in Rotary Club, he is a
charter member and Past President of the Capitola/Aptos Club. He has served
Rotary as District Governor of District 5170 in 1983-1984. Mr. Pettibone has
been a shareholder since 1979. He has served on the Board for three years and is
currently serving a second term as Chief Financial Officer.
DANNY R. SHAFFER, DIRECTOR
Danny R. Shaffer is 46 years old and resides at 16620 Johnson Road,
Bakersfield California 93312. Mr. Shaffer been employed for seventeen years as
owner and President of Kern Backhoe Service, Inc., Kern Environmental Service,
and KVS Transportation, oil construction, environmental, and transportation
businesses. He also owns commercial rental properties. Mr. Shaffer was appointed
by the Board on May 20, 1995, to fill a vacancy created by the death of Reva
Ramey.
HENRY VALENTIA, DIRECTOR
Henry Valentia is 71 years old. He resides at 2007 Cardinal Way, Fairfield,
California 94533. He is retired from the U.S. Air Force as a Lieutenant Colonel
in 1969. He has a degree in Industrial Management and an A.A. in Business
Administration. Mr. Valentia also retired from Chevron Corporation as a Safety
Engineer in 1984. He served on the Board of Directors at Travis Air Force Base
Credit Union on its finance committee from June 1979 to June 1984. He has served
on the Board for nine years.
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JACK N. WILLIAMS, DIRECTOR
Jack N. Williams is 45 years old. He resides at 7801 Revelstoke Way,
Bakersfield CA 93309. Mr. Williams graduated from San Diego State University in
1974 with a B.S. in Accounting. Following that, he has been employed in the
field of accounting in a variety of industries, including agriculture,
construction, heavy equipment sales, and manufacturing. Mr. Williams established
his own C.P.A. practice in 1983, and has been in practice since that time. He
has served on the Board of Directors for one year.
CHARLES A. ZAHKA, DIRECTOR
Charles A. Zahka, age 69, resides at 6300 Alonzo Avenue, Encino, California
91316. He retired as Vice President of the Broadway Department Stores in 1990
after twenty years. He presently serves as a private management consultant. Mr.
Zahka is President of the Stroke Association of Southern California and
Vice-Chairman of the Better Business Bureau of the Southland. He has served on
the Board for seven years, as Secretary for one year and as President for one
year.
The Board of Directors has no reason to believe that any of the nominees
listed above will not be available to serve. However, if any nominee should
become unable or unwilling to serve, the shares represented by proxies given to
management pursuant hereto will be voted as management may recommend.
Other Officers and Key Employees:
BLAINE FORREST
ASSISTANT CORPORATE SECRETARY AND GENERAL MANAGER
Blaine Forrest, 58 years old, is employed by the Company as General Manager
and serves as Assistant Corporate Secretary. He resides at 906 Delano Street,
Pismo Beach, California 93449. He has a B.S. Degree in Business Management from
Pacific Christian College and an M.P.A. from the University of San Francisco. He
served in the Military for 31 years from 1955 to 1986 with assignments as
Administrative Officer, Facilities Manager and Comptroller. He served from 1983
to 1986 as a Deputy Director of the California Conservation Corps, a position to
which he was appointed by the then Governor of California. His business
affiliations include: Member of Board of Directors of California Travel Parks
Association for eight years, from 1987 to 1995, (serving two years as
President), a Director on the Pismo Beach Chamber of Commerce since 1991 and
currently serving as President, serves as a Commissioner on the Pismo Beach
Conference and Visitors Bureau (a position appointed by the Mayor of the City),
and President of the Hospitality Association of Pismo Beach for three years,
1991, 1992 and 1993. Mr. Forrest has served in his position with the Company for
nine years.
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COMMITTEES OF THE BOARD OF DIRECTORS
The only standing committees of the Company during 1995 were the Nominating
Committee, Audit Committee, Personnel and Compensation Committee and the
Executive Committee.
The Nominating Committee, which considers the qualifications and the
composition of the Board of Directors of the Company, is composed of Henry
Valentia, Chairperson, Emily Barton, and Earl Lowery. Pursuant to the policies
and procedures adopted by the Board of Directors, the Nominating Committee
considers nominees recommended by shareholders. On January 21, 1995, at a
meeting of the Board of Directors, the Board of Directors elected the Nominating
Committee members listed above. On June 17, 1995, the Nominating Committee was
dissolved and a new committee was elected with the following members: Henry
Valentia, Chairperson, Emily Barton and Donald Bianchi. The Nominating Committee
met nine times during the fiscal year 1995 and submitted its recommendations for
nominations at the upcoming Annual Meeting.
Individuals wishing to be considered as nominees for membership on the Board
of Directors for the fiscal year 1997, or wishing to nominate an individual for
membership on the Board, are requested to notify the committee in writing,
delivered to the principal office of the Company. The Nominating Committee will
deliver or will cause to be delivered to a potential nominee a packet of
material for use by the potential nominee in submitting specific data, including
personal history and professional skills. The resume, a questionnaire, and a
statement by or on behalf of a potential nominee should be submitted on or
before September 21st, 1996, in order to be considered by the Committee.
The Audit Committee of the Board of Directors consists of Maurice Greenberg,
Chairman, who succeeded Lee Mc Nutt who resigned in July 1995, Howard Allard,
and Albert Brown. The functions of the Audit Committee include (a.) coordinating
with the Company's independent accountants in the preparation of annual
financial reports and audits; (b.) reviewing actions to be taken to comply with
the auditor's recommendations to management; and (c.) performing random reviews
of selected accounting procedures of the Company. The Audit Committee met six
times during the fiscal year 1995.
The Personnel and Compensation Committee consists of Ronald Nunlist,
Chairman, Norman Gould, Kurt Brittain, Jerald Pettibone and Charles Zahka. The
functions of the Personnel and Compensation Committee include negotiating an
employment contract with the General Manager, review his goals and objectives
and setting compensation for the major staff. The Personnel and Compensation
Committee met two times during fiscal year 1995.
The full Board of Directors met seven times during 1995. One director,
Norman Gould, attended fewer than 75% of the total number of meetings of the
board and of the committees of which he/she is a member.
10
<PAGE>
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the ownership of the
Company's Common Stock as of December 1, 1995, by each director and by all
directors and executive officers as a group.
Number of Percent
Board Member Shares of Class
------------ --------- --------
Howard Allard 1 Share 0.056%
Emily Barton 1 Share 0.056%
Donald J. Bianchi 2 Shares 0.111%
Kurt F. Brittain 2 Shares 0.111%
Albert Brown 2 Shares 0.111%
Harry Buchaklian 1 Share 0.056%
Frank Drake 1 Share 0.056%
Norman Gould 1 Share 0.056%
Maurice Greenberg 1 Share 0.056%
Edward Hinds Jr. l Share 0.056%
Terris Hughes 1 Share 0.056%
Larry Keller 1 Share 0.056%
Ronald Nunlist 4 Shares 0.222%
Jerald Pettibone 1 Share 0.056%
Danny Shaffer 4 Shares 0.222%
Henry Valentia 3 Shares 0.166%
Jack N. Williams 1 Share 0.056%
Charles Zahka 2 Shares 0.111%
All Officers and
Directors as a Group 30 Shares 1.666%
EXECUTIVE COMPENSATION
Directors receive no compensation for serving on the Board. Directors are
permitted the use of a recreational site at the Resort for each day of board
meetings and/or committee meetings during their tenure as a member of the Board
of Directors. Directors also may be reimbursed for traveling expenses related to
such meetings at reasonable rates. Executive officers, other than officers who
are employees, received no additional compensation of any nature. No employee
received compensation exceeding $100,000 during the last fiscal year of the
Company. The only salaried employees of the corporation are the General Manager,
Facilities Manager, Comptroller, and the Guest Services Manager.
11
<PAGE>
The Company has no outstanding options, warrants or rights to purchase any
of its securities, whether held by Directors, officers or any other persons. Nor
does the Company have any outstanding loans or other indebtedness to any
Director or officer. Since the beginning of the fiscal year, the Company has not
entered into nor does it propose to enter into any transactions of a material
nature with any officer or director or any corporation or other business entity
in which any officer or director may have an economic interest.
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SELECTION OF INDEPENDENT ACCOUNTANTS (Proposal 2)
- --------------------------------------------------------------------------------
The firm of Glenn, Burdette, Phillips and Bryson served as independent
certified public accountants for the Company for its fiscal year ended September
30, 1995, and this firm has been selected to serve as the Company's accountants
for fiscal year 1996. It is expected that one or more representatives of Glenn,
Burdette, Phillips and Bryson will be present at the meeting, will be given the
opportunity to make a statement, if desired, and will be available to respond to
all appropriate questions.
Audit services performed by Glenn, Burdette, Phillips and Bryson for the
year ended September 30, 1995, consisted of examination of the financial
statements of the Company, certain services related to filings with the
Securities and Exchange Commission, and consultation on matters related to
accounting and financial reporting. In addition to these services, Glenn,
Burdette, Phillips and Bryson performed certain non-audit services consisting
primarily of consultation on matters relating to the preparation of tax returns.
All such services were approved by the Board of Directors, which has determined
the firm of Glenn, Burdette, Phillips and Bryson to be fully independent of the
operations of the Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Company Board of Directors recommends that the shareholders approve
selection of Glenn, Burdette, Phillips and Bryson to serve as certified
independent public accountants for the Company for the fiscal year 1996. The
affirmative vote of a majority of shares voted will be required to approve this
action.
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SHAREHOLDER PROPOSALS
- --------------------------------------------------------------------------------
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Company at the Company's 1997 Annual
Shareholders Meeting is September 21, 1996.
12
<PAGE>
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LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
The following is a brief description of material pending legal proceedings
to which the Company is a party or of which its property is the subject (other
than ordinary routine litigation incidental to the business of the Company):
A case was filed in the Municipal Court of San Luis Obispo County, Grover
Beach Branch, case no. 50017, dated August 22, 1994, against the following
defendants: Pismo Coast Village, Inc.; and DOES l to 100.
The Plaintiff, Johnny Fabela, claims damages for alleged personal injuries,
a severe fracture, purportedly incurred when the plaintiff was exiting the
premises on his bicycle. The complaint alleges that as a direct result of the
negligence of Pismo Coast Village, pools of water remaining on an area
designated for use by bicyclists, caused a dangerous condition to exist. Relief
is sought for unknown general and special damages, costs of suit, and any other
relief deemed appropriate by the Court.
The matter was settled on June 12, 1995, by the Company's insurers for in
consideration of Five Thousand Dollars ($5,000).
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OTHER BUSINESS
- --------------------------------------------------------------------------------
Management does not know of any matters to be presented at the Meeting,
other than those set forth above. However, if other matters come before the
Meeting, it is the intention of the persons named in the accompanying Proxy to
vote the Proxy in accordance with the recommendations of Management on such
matters, and discretionary authority to do so is included in the Proxy.
THERE ARE INCORPORATED HEREIN BY REFERENCE THE FINANCIAL INFORMATION AND
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTAINED IN THE ANNUAL REPORT TO
SHAREHOLDERS WHICH ACCOMPANIES THIS PROXY STATEMENT.
NOTICE OF AVAILABILITY OF MATERIAL
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO THE SHAREHOLDERS OF RECORD ON
DECEMBER 1, 1995, THE RECORD DATE FOR ELIGIBILITY TO VOTE AT THE ANNUAL MEETING,
A COPY OF THE COMPANY'S FORM 10-K REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
1995, WHICH HAS BEEN FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934. THE
COMPANY'S ANNUAL REPORT TO SHAREHOLDERS IS BEING DELIVERED TO SHAREHOLDERS
HEREWITH.
13
<PAGE>
All written requests for the Company's Form 10-K report should be addressed
to:
Mr. Blaine Forrest
General Manager
Pismo Coast Village, Inc.
165 South Dolliver Street
Pismo Beach, California 93449
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PLEASE RETURN YOUR PROXIES
STOCKHOLDERS ARE REQUESTED TO VOTE, DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED
PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. A RETURN, SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL
BE APPRECIATED. YOU MAY, WITHOUT AFFECTING ANY VOTE PREVIOUSLY TAKEN, REVOKE
YOUR PROXY BY A LATER PROXY FILED WITH THE SECRETARY OF THE COMPANY OR BY FILING
WRITTEN NOTICE OF REVOCATION WITH THE SECRETARY OF THE COMPANY. ATTENDANCE AT
THE MEETING WILL NOT IN AND OF ITSELF REVOKE A PROXY. IF YOU ATTEND THE MEETING,
YOU MAY REVOKE THE PROXY BY ADVISING THE INSPECTOR OF ELECTIONS THAT YOU ELECT
TO VOTE IN PERSON.
- --------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
December 21, 1995 By /s/ Ronald Nunlist
- ------------------------ ----------------------------
Date Ronald Nunlist, President
14
<PAGE>
OFFICIAL PROXY
PISMO COAST VILLAGE, INC., A CALIFORNIA CORPORATION
165 S. DOLLIVER STREET, PISMO BEACH, CA 93449
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD JANUARY 20, 1996. The undersigned having
received the Notice of Annual Meeting and Proxy Statement and Annual Report
dated December 21, 1995, hereby appoints Ronald Nunlist, Maurice Greenberg, Kurt
Brittain, Jerald Pettibone, Lucian Amon, and each of them as proxies, each with
the power to appoint his substitute and hereby authorizes them to represent and
to vote as designated below, all the shares of Common Stock of Pismo Coast
Village, Inc., held of record by the undersigned on December 1st, 1995, the
record date, or any adjournment thereof as follows:
1. ELECTION OF DIRECTORS: _____ FOR all nominees listed below (except as
marked to the contrary below).
_____ WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
LISTED BELOW
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
ALLARD, HOWARD BUCHAKLIAN, HARRY HUGHES, TERRIS VALENTIA, HENRY
BARTON, EMILY DRAKE, FRANK KELLER, LARRY WILLIAMS, JACK N.
BIANCHI, DONALD GOULD, NORMAN NUNLIST, RONALD ZAHKA, CHARLES
BRITTAIN, KURT GREENBERG, MAURICE PETTIBONE, JERALD
BROWN, ALBERT HINDS, JR., EDWARD SHAFFER, DANNY
2. PROPOSAL TO RATIFY THE SELECTION OF GLENN, BURDETTE, PHILLIPS AND BRYSON TO
SERVE AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1996.
____ FOR ____ AGAINST ____ ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NUMBER 2
3. In their discretion, the proxies are authorized to vote upon any other item
of business a may properly come before the meeting, as to which the Board of
Directors did not know, a reasonable time before this solicitation, was to be
presented at the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDERS. IF NO DIRECTION IS MADE, THE PROXY WILL BE
VOTED FOR THE ELECTION OF THE BOARD'S NOMINEES AS DIRECTORS AND FOR PROPOSAL
NUMBER 2.
THE PROXIES APPOINTED HEREIN MAY ACT BY A MAJORITY OF SAID PROXIES PRESENT AT
THE MEETING OR, IF ONLY ONE IS PRESENT, BY THAT ONE.
I own ____ (number of shares) as of the date of record, December 1, 1995.
Signature: _________________________ Certificate No: ___________________
Please Print Name: _____________________________________________________
Signature: _________________________ Dated: ____________________________
Signature: _____________________________________________________________
- --------------------------------------------------------------------------------
IMPORTANT: PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME(S) APPEAR
THEREON. IF STOCK IS HELD JOINTLY, SIGNATURE SHOULD INCLUDE ALL NAMES.
EXECUTORS, ADMINISTRATOR, TRUSTEES, GUARDIANS AND OTHERS SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE GIVE THEIR FULL NAMES.
- --------------------------------------------------------------------------------
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.
