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 Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
PISMO COAST VILLAGE, INC.
Name of the Registrant as Specified in its Charter
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules
14a-6(i)(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: ___________
2. Form, Schedule or Registration Statement No.:
___________
3. Filing Party: ____________________
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 17, 1998, 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 1999 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 1998.
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
1, 1997, as the record date for determination of shareholders
entitled to notice of, and to vote at, the Meeting.
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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
______________/s/__________________
Edward D. Hinds, Jr., Vice President
- Secretary
Dated: December 12, 1997
165 South Dolliver Street
Pismo Beach, California 93449
(805) 773-1811
<PAGE>
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 17, 1998
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 17, 1998, 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 12, 1997.
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 1999 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 1998.
3. Other Business. To transact such other business as may
properly come before the Meeting and any adjournments thereof.
<PAGE>
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 1, 1997, 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.
<PAGE>
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.
<PAGE>
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 nominee 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
<PAGE>
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 1997 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 and Vice President - Administration
Howard Allard, age 72, 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. Mr. Allard has served on the Board for 17 years,
including three years as President, two years as Secretary, and is
currently serving as Vice President - Administration.
EMILY BARTON, Director
Emily Barton is 65 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 30 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 five
years.
DONALD BIANCHI, Director
Donald Bianchi is 74 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 22 years.
<PAGE>
KURT BRITTAIN, Director and Executive Vice President
Kurt Brittain is 67 years old and resides at 15890 La Porte Court,
Morgan Hill, California 95037. 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 eight
years; one year as Vice President - Administration, one year as
Vice President -Secretary, and is currently serving a fifth year as
Executive Vice President.
ALBERT BROWN, Director
Albert Brown is 74 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 12 years, including two years as Vice President -
Administration.
HARRY BUCHAKLIAN, Director
Harry Buchaklian is 65 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
13 accumulative years, including most recently from September 16,
1995, to present.
FRANK DRAKE, Director
Frank Drake is 56 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 two years.
<PAGE>
NORMAN GOULD, Director
Norman Gould is 78 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 19 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 70, 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 17 years, and
is currently serving a fifth year as Vice President - Secretary.
TERRIS HUGHES, Director
Terris (Terry) Hughes, is 48 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 was employed by
Cal Resources LLC for 23 years, from 1973 to 1997, holding the
position of senior training technician for the last 10 years, and
is currently employed as a process specialist for Aera Energy LLC,
an oil industry company formed in 1997 between the Shell Oil and
Mobil Oil Corporations. His duties include providing safety and
operational training to Aera Energy LLC employees. Mr. Hughes has
served on the Board for two years.
LARRY KELLER, Director
Larry Keller, age 44, 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 two years.
RONALD NUNLIST, Director
Ronald Nunlist, age 59, resides at 1105 Minter Avenue, Shafter,
California 93263. Mr. Nunlist has been employed in the oil
business for many years. From 1995 to June 1997 he was employed as
an operations foreman by Cal Resources LLC, an oil industry company
owned by Mobil Oil Corporation. Since June 1997, Mr. Nunlist has
been employed by Aera Energy, an oil industry company formed
between the Shell Oil and Mobil Oil Corporations, as a logistics
specialist. He has served on the Board for 12 years, including
five years as President.
<PAGE>
JERALD PETTIBONE, Director and President
Jerry Pettibone, age 71, 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 five
years, including three years as Chief Financial Officer, and is
currently serving as President.
RICHARD PROSCHOLD, Director
Richard Proschold, age 68, 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 has served on the Board for one year.
THOMAS ROURKE, Director
Thomas Rourke is 60 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 has served on the Board for two years.
HENRY VALENTIA, Director
Henry Valentia is 72 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 11 years, including two years as
Vice President - Administration.
<PAGE>
JACK WILLIAMS, Director, Vice President - Finance and Chief
Financial Officer
Jack Williams is 47 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. He is currently employed as a
Financial Analyst by Monterey Resources, a subsidiary of Texaco Oil
Corporation, in the Bakersfield area. He has served on the Board
of Directors for three years, and is currently serving as Chief
Financial Officer.
CHARLES ZAHKA, Director
Charles Zahka, age 71, 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 nine 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:
JAY JAMISON, Assistant Corporate Secretary and General Manager
Jay Jamison, 44 years old, has been employed by the Company since
June 1997 as General Manager and serves as Assistant Corporate
Secretary. He resides at 17105 Oak Road, Atascadero, California
93422. He has a B.S. degree in agricultural management from Cal
Poly San Luis Obispo, graduating in 1976. Mr. Jamison was raised
on his family's guest ranch, Rancho Oso, in Santa Barbara County,
which included a recreational vehicle park, resident summer camp,
equestrian facilities and numerous resort amenities. He worked on
the ranch throughout his childhood and after college. The family
business was sold in 1983 at which time Mr. Jamison was hired by
Thousand Trails, Inc., a private membership resort as a Resort
Operations Manager. His last ten years at Thousand Trails were
spent managing a 200-acre, 518 sites, full-service resort located
near Hollister, California. He also managed resorts in Acton and
Idyllwild in Southern California. Prior to his employment with the
Company, Mr. Jamison managed Sugarloaf Marina and Resort on Lake
Shasta in Northern California from 1995 to 1997. He is active in
the Resort and Commercial Recreation Association and is also a
member of the American Quarter Horse Association.
ROGER C. LYON, JR., Assistant Corporate Secretary and General
Counsel
Roger C. Lyon, Jr., is a practicing attorney in the State of
California and owns his law firm, Roger C. Lyon, Jr., A Law
Corporation. His business address is 1104 Palm Street, Post Office
Box 922, San Luis Obispo, California 93406. Mr. Lyon has acted as
outside general counsel to the Corporation since 1984.
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The only standing committees of the Company during 1997 were the
Nominating Committee, Audit Committee, Personnel and Compensation
Committee, Finance Committee, Policy Committee, Environmental
Advisory 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 Ronald Nunlist, Chairperson, Norman Gould, and Henry
Valentia. Pursuant to the policies and procedures adopted by the
Board of Directors, the Nominating Committee considers nominees
recommended by shareholders. On January 19, 1997, at a meeting of
the Board of Directors, the Board of Directors elected the
Nominating Committee members listed above. The Nominating
Committee met four times during Fiscal Year 1997 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 1999, 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 14, 1998, in order
to be considered by the Committee.
The Audit Committee of the Board of Directors consists of Kurt
Brittain, Chairman, Emily Barton, Harry Buchaklian, and Larry
Keller. 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 1997.
The Personnel and Compensation Committee consists of Jerald
Pettibone, Chairman, Edward Hinds, Jr., Thomas Rourke, Jack
Williams 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 five times during Fiscal Year 1997.
The Finance Committee consists of Jack Williams, Chairman, Donald
Bianchi, Albert Brown, Thomas Rourke and Charles Zahka. The
functions of the Finance Committee include reviewing the Company's
financial statements, drafting a five-year forecast of finances,
drafting a one year budget, prioritizing capital expenditures,
monitoring the completion of capitalized projects, recommending
changes in rate schedules, and submitting an annual report to the
shareholders of the financial condition of the Corporation. The
Finance Committee met six times during Fiscal Year 1997.
<PAGE>
The Policy Committee consists of Howard Allard, Chairman, Emily
Barton, Frank Drake, Terris Hughes, and Richard Proschold. The
functions of the Policy Committee include reviewing and
recommending changes in the Shareholders' Calendar, reviewing and
recommending changes in the Resort's occupancy rules and
regulations, updating and recommending changes in the Employee
Handbook, and implementing Board policy and procedures. The Policy
Committee met six times during Fiscal Year 1997.
The Environmental Advisory Committee consists of Ronald Nunlist,
Chairman, Frank Drake and Larry Keller. The functions of the
Environmental Advisory Committee include performing environmental-
related duties and giving recommendations to the President and
General Manager on matters relative to environmental concerns. The
Environmental Advisory Committee met one time during Fiscal Year
1997.
The Executive Committee consists of Jerald Pettibone, Chairman,
Howard Allard, Kurt Brittain, Edward Hinds, Jr., Jack Williams, and
Ronald Nunlist. 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 five
times during Fiscal Year 1997.
The full Board of Directors met six times during 1997. One
director, Kurt Brittain, attended fewer than 75% of the total
number of meetings of the Board and of the committees of which he
or 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 1, 1997, 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 15890 La Porte Ct 2 Shares 0.111%
Morgan Hill, CA 95037
Albert Brown 22718 Lone Eagle Rd 2 Shares 0.111%
Apple Valley, CA 92308
<PAGE>
NUMBER OF PERCENT
BOARD MEMBER ADDRESS SHARES OF CLASS
Harry Buchaklian
1361 E Ticonderoga Dr 1 Share 0.056%
Fresno, CA 93720
Frank Drake 9511 Birch Creek Ct 1 Share 0.056%
Bakersfield, CA 93312
Norman Gould 10597 Road 30 1 Share 0.056%
Madera, CA 93637
Edward Hinds, Jr.
3416 W. Magill Ave l Share 0.056%
Fresno, CA 93711
Terris Hughes 2426 Sunset 1 Share 0.056%
Wasco, CA 93280
Larry Keller 3807 Mesa Grande 2 Shares 0.111%
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 30 Shares 1.666%
<PAGE>
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.
Specifically, the Chief Executive Officer (President) is not a
compensated employee. No employee received compensation exceeding
$100,000 during the last fiscal year of the Company.
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, 1997, and this firm has been
selected to serve as the Company's accountants for Fiscal Year 1998.
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, 1997, 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 the selection of Glenn, Burdette, Phillips and Bryson to
serve as certified independent public accountants for the Company
for Fiscal Year 1998. 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 1999 Annual Shareholders Meeting is August 14, 1998.
<PAGE>
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.
NOTICE OF AVAILABILITY OF MATERIAL
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO THE SHAREHOLDERS OF
RECORD ON DECEMBER 1, 1997, 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, 1997, 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. Jay Jamison
General Manager
Pismo Coast Village, Inc.
165 South Dolliver Street
Pismo Beach, California 93449
<PAGE>
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 12, 1997 By ________/s/_____________
Jerald Pettibone, President
<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 17, 1998. The undersigned,
having received the Notice of Annual Meeting and Proxy Statement and Annual
Report dated December 12, 1997, hereby appoints Jerald Pettibone, Kurt
Brittain, Edward Hinds, Jr., Jack Williams, Howard Allard, 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, 1997, 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
1998.
____ FOR ____ AGAINST ____ ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NUMBER 2
<PAGE>
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 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, 1997.
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.
