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 18, 1997, 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 1998 Annual Meeting or
until their successors are elected and have qualified. The
persons nominated by the Board to serve as Directors are:
Allard, Howard
Barton, Emily
Bianchi, Donald
Brittain, Kurt
Brown, Albert
Buchaklian, Harry
Drake, Frank
Gould, Norman
Hinds, Jr., Edward
Hughes, Terris
Keller, Larry
Nunlist, Ronald
Pettibone, Jerald
Proschold, Richard
Rourke, Thomas
Valentia, Henry
Williams, Jack
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 Fiscal Year
1997.
3. Other Business. To transact such other business as may
properly come before the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
December 2, 1996, 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 Vice-President - 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
_______________________________________
Edward D. Hinds, Jr., Vice-President - Secretary
Dated: December 13th, 1996
165 South Dolliver
Pismo Beach, California 93449
(805) 773-1811
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 18, 1997
INTRODUCTION
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 18, 1997, 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 13, 1996.
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 1998 Annual Meeting
or until their successors are elected and have qualified. The
persons nominated by the Board to serve as Directors are:
Allard, Howard
Barton, Emily
Bianchi, Donald
Brittain, Kurt
Brown, Albert
Buchaklian, Harry
Drake, Frank
Gould, Norman
Hinds, Jr., Edward
Hughes, Terris
Keller, Larry
Nunlist, Ronald
Pettibone, Jerald
Proschold, Richard
Rourke, Thomas
Valentia, Henry
Williams, Jack
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 Fiscal Year
1997.
3. Other Business. To transact such other business as may
properly come before the meeting and any adjournments thereof.
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 Vice
President - 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 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 2, 1996, 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 discretion of the proxy
holders and in accordance with the recommendations of management.
As to any matters properly brought before the shareholders at the
Meeting which are not specifically described on the proxy, all
duly signed, dated and returned proxies will be voted in
accordance with the recommendations of management in such
matters.
ELECTION OF DIRECTORS OF COMPANY (Proposal 1)
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 the shareholder's 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.
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 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 1996 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 ALLARD, Director
Howard Allard, age 71, 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 16
years, including three years as President, and two years as
Secretary.
EMILY BARTON, Director
Emily Barton is 64 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 29
years and is currently active in the rental business. Her
specialty is buying foreclosures. She holds an inactive 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 four years.
DONALD BIANCHI, Director
Donald Bianchi is 73 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 served as
president of The Retired Officers Association in 1994. He was a
traffic officer, pilot and accident follow-up officer for the
California Highway Patrol for 31 years until his retirement in
1978. He served as vice president of the Kern Kiwanis and is an
active member of the Masonic Lodge. He is now a licensed state
investigator in private practice and monitor for California
traffic schools. He has served on the Board for 21 years.
KURT BRITTAIN, Director and Executive Vice President
Kurt Brittain is 66 years old and resides at 518 El Modena
Avenue, Newport Beach, California 92663. 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 seven years; one year as Vice
President of Administration, one year as Vice President-Secretary,
and is currently serving a fourth year as Executive Vice President.
ALBERT BROWN, Director
Albert Brown is 73 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 a senior industrial engineer,
reporting directly to the manager of industrial engineering. He
has completed extensive continued education in the field of
industrial engineering at U.S.C. He is an instructor with the
A.A.R.P. 55-Alive Senior Driving Course. He has served on the
Board of Directors for 11 years, including two years as Vice
President - Administration.
HARRY BUCHAKLIAN, Director
Harry Buchaklian is 64 years old. He resides at 1361 E.
Ticonderoga Drive, Fresno California 93720. He has a B.A. degree
from C.S.U.F. in industrial arts, and a secondary level teaching
credential in laboratory electronics and small engine repair.
His career has included employment as an 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 has served on the Board for 12
accumulative years, including most recently from September 16,
1995, to present.
FRANK DRAKE, Director
Frank Drake is 55 years old. He resides at 9511 Birch Creek
Court, Bakersfield, California 93312. Mr. Drake has an A.A.
degree from Bakersfield College, and holds an administration of
justice lifetime vocational teaching credential from U.C.L.A.
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 has served on the Board for
one year.
NORMAN GOULD, Director
Norman Gould is 77 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 and held the positions of vice chairman and chairman of the
board. 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 18 accumulative years, including
most recently from March 20, 1993 to present, serving nine years
as President, one year as Treasurer and two years as Secretary.
EDWARD HINDS, JR., Director and Vice President-Secretary
Edward (Dee) Hinds, Jr., age 69, resides at 3416 West Magill
Avenue, Fresno, California 93711. He was employed by Bank of
America serving as a branch officer, vice president, manager and
regional credit administrator for more than 38 years prior to his
retirement in 1988. He has served on the Board for 16 years, and
is currently serving a fourth year as Vice President - Secretary.
TERRIS HUGHES, Director
Terris (Terry) Hughes, is 47 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, an oil industry company recently
acquired by Mobil Oil Corporation, for 23 years, and has held the
position of senior training technician for the last 10 years.
His duties include providing safety and operational training to
Cal Resources LLC employees. Mr. Hughes has served on the Board
for one year.
LARRY KELLER, Director
Larry Keller, age 43, 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.
Forest 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 has
served on the Board for one year.
RONALD NUNLIST, Director and President
Ronald Nunlist, age 59, resides at 1105 Minter Avenue,
Shafter, California 93263. He has been employed in the oil
business for many years and since 1995 has been employed by Cal-
Resources LLC, an oil industry company recently acquired by Mobil
Oil Corporation, as an operations foreman. He has served on the
Board for 11 years, and is currently serving his fifth year as
President.
JERALD PETTIBONE, Director, Vice President - Finance and Chief
Financial Officer
Jerry Pettibone, age 70, 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 stockholder since 1979. He has served
on the Board for four years and is currently serving a third term
as Chief Financial Officer.
RICHARD PROSCHOLD, Nominee
Richard Proschold, age 67, resides at 5717 Maywood Drive,
Foresthill, California 95631. Mr. Proschold worked his entire
career in and for the printing and communications industry. In
1969, he became President/CEO of Graphic Arts Credit Union in
Sacramento, California, which served the families of the industry
with their financial needs. At the time he took the helm, the
credit union had 400 members. In 1989, he completed a merger of
Graphic Arts Credit Union and its 5,000 active members into
S.A.F.E. Federal Credit Union, also in Sacramento, to benefit the
membership with more expanded services. Mr. Proschold remained
with S.A.F.E. until 1992 when he retired, and has since enjoyed
traveling. Mr. Proschold is a new nominee for the Board and does
not currently serve on the Board of Directors.
THOMAS ROURKE, Director
Thomas Rourke is 59 years old. He resides at 899 Stagi
Lane, Los Altos, California 94024. Mr. Rourke graduated from the
University of Massachusetts in 1965 with a B.B.A. degree. He was
vice president of operations at Lynch Communications, Inc., in
Reno, Nevada from 1980-1982, and president of Lynch Circuits,
Inc., in Sunnyvale, California from 1982-1987. He is currently
president and chairman of the board of Startech Electronics,
Inc., a company that produces printed circuit boards and other
electronic products, in Mountain View, California, a position he
has held since 1988. Mr. Rourke was appointed by the Board on
July 20, 1996, to fill a vacancy created by the resignation of
Danny Shaffer.
HENRY VALENTIA, Director and Vice President-Administration
Henry Valentia is 71 years old. He resides at 2007 Cardinal
Way, Fairfield, California 94533. He 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. From June 1979 to June 1984 he served on the
board of directors at Travis Air Force Base Credit Union on its
finance committee. Mr. Valentia has also served two years as
treasurer on the board of directors for Lawrence Welk Desert
Oasis, Palm Springs, California. He has served on the Board for
10 years, and is currently serving a second year as Vice
President - Administration.
JACK WILLIAMS, Director
Jack Williams is 46 years old. He resides at 7801
Revelstoke Way, Bakersfield, California 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 two years.
CHARLES ZAHKA, Director
Charles Zahka, age 70, resides at 6300 Alonzo Avenue,
Encino, California 91316. He retired as vice president of the
Broadway Department Stores in 1990 after 20 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 eight 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, 59 years old, is employed by the Company as
General Manager and serves as Assistant Corporate Secretary. He
resides at 120 4th Street, Templeton, California 93465. 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 nine years, from 1987 to 1996,
(serving two years as president), a director on the Pismo Beach
Chamber of Commerce since 1991 and currently serving a second
term as president, served as a commissioner on the Pismo Beach
Conference and Visitors Bureau from 1990 to 1996 (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 ten years.
COMMITTEES OF THE BOARD OF DIRECTORS
The only standing committees of the Company during 1996 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 Howard Allard, Chairperson, Emily Barton, and Norman
Gould. Pursuant to the policies and procedures adopted by the
Board of Directors, the Nominating Committee considers nominees
recommended by shareholders. On January 20, 1996, at a meeting
of the Board of Directors, the Board of Directors elected the
Nominating Committee members listed above. The Nominating
Committee met six times during Fiscal Year 1996 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 Fiscal Year 1998, 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 August 15th, 1997, in order to be
considered by the Committee.
The Audit Committee of the Board of Directors consists of
Kurt Brittain, Chairman, Donald Bianchi, and Maurice Greenberg.
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 Fiscal Year 1996.
The Personnel and Compensation Committee consists of Ronald
Nunlist, Chairman, Norman Gould, Edward Hinds, Jr., Jerald
Pettibone and Charles Zahka. The functions of the Personnel and
Compensation Committee include negotiating an employment contract
with the General Manager, review of his goals and objectives and
setting compensation for the major staff. The Personnel and
Compensation Committee met three times during Fiscal Year 1996.
The Executive Committee consists of Ronald Nunlist,
Chairman, Kurt Brittain, Jerald Pettibone, Henry Valentia and
Edward Hinds, Jr. The functions of the Executive Committee
include reviewing the monthly business with the General Manager,
as well as the current financial statement. The Executive
Committee met four times during Fiscal Year 1996.
The full Board of Directors met six times during 1996. No
director attended fewer than 75% of the total number of meetings
of the Board and of the committees of which he/she is a member.
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 2, 1996,
by each director and by all directors and executive officers as a
group.
NUMBER OF PERCENT
BOARD MEMBER ADDRESS SHARES OF CLASS
- ------------ ------- --------- --------
Howard Allard 5161 Diablo Ave 1 Share 0.056%
Sacramento, CA 95842
Emily Barton 4008 Glenbrook Ave 2 Shares 0.111%
Bakersfield, CA 93306
Donald Bianchi 3605 Belle Terrace 2 Shares 0.111%
Bakersfield, CA 93309
Kurt Brittain 518 El Modena Ave 2 Shares 0.111%
Newport Beach, CA 92663
Albert Brown 22718 Lone Eagle Rd 2 Shares 0.111%
Apple Valley, CA 92308
Harry Buchaklian
1361 E Ticonderoga Dr 1 Share 0.056%
Fresno, CA 93720
Frank Drake 1242 Castaic Ave 1 Share 0.056%
Bakersfield, CA 93308
Norman Gould 10597 Road 30 1 Share 0.056%
Madera, CA 93637
Edward Hinds, Jr.
3416 W. Magill Ave 1 Share 0.056%
Fresno, CA 93711
Terris Hughes 2426 Sunset 1 Share 0.056%
Wasco, CA 93280
Larry Keller 3807 Mesa Grande 1 Share 0.056%
Bakersfield, CA 93304
Ronald Nunlist 1105 Minter Ave 4 Shares 0.222%
Shafter, CA 93263
Jerald Pettibone
4179 Court Dr 1 Share 0.056%
Santa Cruz, CA 95062
Richard Proschold
5717 Maywood Dr 1 Share 0.056%
Foresthill, CA 95631
Thomas Rourke 899 Stagi Ln 2 Shares 0.111%
Los Altos, CA 94024
Henry Valentia 2007 Cardinal Way 3 Shares 0.166%
Fairfield, CA 94533
Jack Williams 7801 Revelstoke Way 1 Share 0.056%
Bakersfield, CA 93309
Charles Zahka 6300 Alonzo Ave 2 Shares 0.111%
Encino, CA 91316
All Officers and
Directors as a Group 29 Shares 1.611%
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 Operations Manager.
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.
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, 1996, and this firm has been
selected to serve as the Company's accountants for Fiscal Year
1997. 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, 1996, 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 Fiscal Year 1997. The affirmative vote of a
majority of shares voted will be required to approve this action.
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 1998 Annual Shareholders Meeting is August 15, 1997.
LEGAL PROCEEDINGS
The Company or its property is not the subject of any pending
legal proceeding.
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 2, 1996, THE RECORD DATE FOR ELIGIBILITY TO
VOTE AT THE ANNUAL MEETING, A COPY OF THE COMPANY'S FORM 10-KSB
REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996, 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.
All written requests for the Company's Form 10-KSB report
should be addressed to:
Mr. Blaine Forrest
General Manager
Pismo Coast Village, Inc.
165 South Dolliver Street
Pismo Beach, California 93449
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 VICE PRESIDENT - SECRETARY OF THE
COMPANY OR BY FILING WRITTEN NOTICE OF REVOCATION WITH
THE VICE PRESIDENT - 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.
Date: December 13, 1996 By______________/s/____________
Ronald Nunlist, President
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 18, 1997. The undersigned
having received the Notice of Annual Meeting and Proxy Statement and Annual
Report dated December 13, 1996, hereby appoints Ronald Nunlist, Kurt
Brittain, Edward Hinds, Jr., Jerald Pettibone, Henry Valentia, 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 2nd, 1996, the record date, or any adjournment
thereof as follows:
1. ELECTION OF DIRECTORS: ____ TO WITHHOLD AUTHORITY TO VOTE FOR ALL
NOMINEES LISTED BELOW
____ TO VOTE FOR ALL NOMINEES LISTED BELOW,
EXCEPT AS MARKED TO THE CONTRARY.
(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 KELLER, LARRY
BARTON, EMILY DRAKE, FRANK NUNLIST, RONALD VALENTIA, HENRY
BIANCHI, DONALD GOULD, NORMAN PETTIBONE, JERALD WILLIAMS, JACK
BRITTAIN, KURT HINDS, JR., EDWARD PROSCHOLD, RICHARD ZAHKA, CHARLES
BROWN, ALBERT HUGHES, TERRIS ROURKE, THOMAS
2. PROPOSAL TO RATIFY THE SELECTION OF GLENN, BURDETTE, PHILLIPS AND
BRYSON TO SERVE AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR FISCAL YEAR
1997.
____ 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 as 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 2, 1996.
Signature: ___________________________________________________________
Certificate No.: _______________________
Please Print Name:_____________________________________________________
Signature: _________________________________Dated:_____________________
Signature: ____________________________________________________________
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE
ENCLOSED ENVELOPE.
