HOSOI GARDEN MORTUARY, INC.
To Our Shareholders and Friends:
Best wishes for this New Year.
It is time again for the annual meeting of the shareholders of
Hosoi Garden Mortuary, Inc. which will be held on Sunday, January
21, 2001, at 30 North Kukui Street (corner of Nuuanu Avenue and
Kukui Street), Honolulu, Hawaii, at 11:00 a.m. Lunch will be
served after the business meeting.
Your faith and trust in us in the years past have been most
helpful. We look to your continued support and encouragement in
our effort to reach the objectives of the Company.
Enclosed please find the following:
1. Letter to the Shareholders from Mrs. Sadako Hosoi
2. Notice of Annual Meeting of Shareholders
3. Proxy card and return envelope
4. Proxy statement
5. Annual Report
Please note that your dividend check for the fiscal year ended
May 31, 2000 is being sent to you in a mailing separate from these
proxy materials.
Sincerely,
Clifford Hosoi
President and Chief Executive Officer
Honolulu, Hawaii
December 22, 2000
<PAGE>
HOSOI GARDEN MORTUARY, INC.
Dear Shareholders:
Thought I'd write a short note to kindly remind you that it is
time again for our annual meeting. I hope that this will find you
all in the best of health.
Most importantly is that I wish to thank you all very much for
the support and confidence you've given us through all the years.
I'm certainly thankful and would like to express my appreciation to
you all.
Briefly, we look forward to serving the community with
continued care and quality and to continually commit our efforts
toward maintaining and improving the excellence of our operations
as well as to achieve our future objectives.
Again, thank you for your continued support.
Sincerely,
Sadako Hosoi
Director and
Chairperson of the Board Emeritus
Honolulu, Hawaii
December 22, 2000
<PAGE>
HOSOI GARDEN MORTUARY, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Shareholders of HOSOI GARDEN MORTUARY, INC.:
Notice is hereby given that the Annual Meeting of Shareholders
of Hosoi Garden Mortuary, Inc. (the "Company") will be held on
Sunday, January 21, 2001, at 11:00 A.M. at 30 North Kukui Street,
corner of Nuuanu Avenue and Kukui Street, Honolulu, Hawaii, for the
following purposes:
(1) To elect three (3) directors to serve until the 2004
annual meeting of shareholders and until their successors
are elected;
(2) To elect an auditor; and
(3) To vote upon other business properly before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on
November 13, 2000 will be entitled to notice of and to vote at the
Annual Meeting. All shareholders are cordially invited to attend
the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Elaine Nakamura
Secretary
Honolulu, Hawaii
December 22, 2000
<PAGE>
HOSOI GARDEN MORTUARY, INC.
30 North Kukui Street
(Corner of Nuuanu Avenue and Kukui Street)
Honolulu, Hawaii 96817
December 22, 2000
PROXY STATEMENT
GENERAL INFORMATION
The accompanying proxy is solicited on behalf of the
Board of Directors of Hosoi Garden Mortuary, Inc. (the "Company")
to be used at the Annual Meeting of Shareholders of the Company to
be held at 11:00 A. M. on Sunday, January 21, 2001, at 30 North
Kukui Street (corner of Nuuanu Avenue and Kukui Street), Honolulu,
Hawaii 96817, and any adjournments thereof.
Attached to this proxy statement is your proxy. The
Board of Directors will vote all proxies it receives which are
properly signed and received in time. If you send the Board of
Directors your proxy, it will be voted according to how you fill
out the proxy. However, if you send your proxy to the Board, but
do not tell the Board how to vote by filling out the proxy, the
Board will vote your proxy according to its recommendations
explained in this proxy statement.
The Board is seeking to have the proxy, proxy statement,
annual report and other materials sent to the shareholders
between December 22 and 23, 2000.
REVOCABILITY OF PROXY
You may revoke your proxy any time before the proxy is
voted. You can revoke your proxy only if you inform the secretary
of the Company in writing, as provided in the Company's by-laws.
You can also change your proxy by sending another proxy of later
date to the Board.
Your attendance at the Annual Meeting in person will not
revoke the proxy you give to the Board. But if you attend the
Annual Meeting in person, you still may revoke any proxy you have
given and you may vote your shares in person.
SHAREHOLDERS WHO MAY VOTE
Only shareholders of record at the close of business on
November 13, 2000, may vote at the Annual Meeting. On November 13,
2000, there were 1,662,731
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<PAGE>
shares outstanding, with each share entitled to one vote. A quorum
consists of the holders of a majority of the outstanding shares,
present either in person or by proxy. There are 527,854 shares in
the treasury which are not included in calculating such number and
shall not be voted.
CUMULATIVE VOTING
Cumulative voting is governed by Hawaii Revised Statutes
Section 415-33. If a request for cumulative voting is delivered
in writing to an officer of the Company not less than forty-eight
(48) hours prior to the time set for the Annual Meeting of
Shareholders, cumulative voting will be used for the election of
directors. If cumulative voting is used, each shareholder shall be
entitled to as many votes as shall equal the number of his shares
multiplied by the number of directors to be elected. He may cast
all of such votes for a single director or may distribute them
among any two or more of the number to be elected as he may see
fit. If no request for cumulative voting is received, each
shareholder will be entitled to one vote per share for each
position on the Board of Directors.
PERSONS MAKING THE SOLICITATION AND COST
The accompanying proxy is solicited by mail on behalf of
the Board of Directors of the Company. The Company will pay the
cost of solicitation of proxies. Following the mailing of proxy
soliciting material, officers, employees and directors of the
Company may, without additional expense, solicit proxies by
appropriate means, including by mail, telephone, fax or personal
interview.
SECURITIES MARKET AND DIVIDENDS
The common shares of the Company are neither traded nor
listed on an exchange and has no established public trading market.
The records of the Company indicate that very few shares are
transferred. During the fiscal year ended May 31, 2000, the
Company redeemed 15,255 shares at $4.25 per share, some of which
were acquired as payment for funeral expenses incurred by the
shareholders.
Effective November 1, 2000, the Board of Directors
authorized the redemption of shares (for either cash or services)
at $4.00 per share.
There were 1,568 record holders of common shares as of
November 13, 2000.
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<PAGE>
A cash dividend has been declared and paid once a year
since 1969. The dividend declared in October, 2000 was $.045 per
share and in October, 1999 was $.06 per share.
UPON REQUEST THE COMPANY WILL SEND TO YOU AT NO CHARGE A
COPY OF FORM 10-KSB, THE ANNUAL REPORT INCLUDING THE FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENTS SCHEDULES FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE MOST RECENT FISCAL
YEAR.
TO REQUEST A COPY, YOU MUST WRITE TO:
MRS. ELAINE NAKAMURA, SECRETARY
HOSOI GARDEN MORTUARY, INC.
30 NORTH KUKUI STREET
HONOLULU, HAWAII 96817
SOLICITED PROXIES WILL BE VOTED ON THE FOLLOWING MATTERS
The Board of Directors intends to vote solicited proxies
on the following matters:
I. To elect three (3) directors to serve until
the 2004 annual meeting of shareholders and
until their successors are elected;
II. To elect an auditor; and
III. To vote upon other business properly before
the meeting or any adjournment thereof.
I. TO ELECT THREE (3) DIRECTORS TO SERVE UNTIL THE 2004
ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR SUCCESSORS
ARE ELECTED
The Company has a total of nine (9) directors
constituting the entire Board of Directors, divided into three (3)
classes of three (3) directors each. The Company's Articles of
Association provide for each class of directors to be elected for
three-year terms on a staggered basis. At the 2001 annual meeting
of the shareholders, three directors will be elected to serve until
the 2004 annual meeting of the shareholders and until their
respective successors are elected.
The Board of Directors' three nominees for directors are
Clifford Hosoi, Rene Mansho and Ricky Manayan. All three of these
nominees are currently directors of the Company. Each nominee has
consented to serve as a director, if elected.
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<PAGE>
Proxies in the accompanying form will (unless a contrary
direction is indicated therein) be voted to elect the foregoing
nominees (who have been nominated by the present Board of
Directors) as directors to serve, subject to the Articles of
Association and By-Laws of the Company. If any of the nominees
listed is not available for election at the Annual Meeting (a
contingency which the management of the Company does not now
foresee), it is the intention of the Board of Directors to
recommend the election of such other persons as may be necessary to
fill such vacancies. Proxies in the accompanying form will be
voted for the election of such other persons unless authority to
vote such proxies in the election of directors has been withheld.
II. TO ELECT AN AUDITOR.
The Board of Directors recommends the election of Endo &
Company, a firm of certified public accountants, as auditor for
the year commencing June 1, 2001. Endo & Company was elected as
auditor for the year commencing June 1, 2000 at the Annual Meeting
held on January 23, 2000. A representative of Endo & Company will
be present at the Annual Meeting, will make a statement if the
shareholders desire and will respond to any appropriate questions
raised at the meeting.
With respect to the election of the Auditor, each
shareholder is entitled to one vote for each share.
III. TO VOTE UPON OTHER BUSINESS PROPERLY BEFORE THE MEETING.
Management does not intend to bring any matters before
the meeting other than the election of directors, election of
auditor, and presentation of President's Report with the financial
statements for the fiscal year ended May 31, 2000. Management
does not have any information that other matters will be brought
before the meeting, or any adjournment or adjournments thereof. If
other matters are introduced, it is the intention of the persons
named in the enclosed form of proxy to vote said proxy in
accordance with their judgment.
INFORMATION ON STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS,
DIRECTORS, AND EXECUTIVE OFFICERS
A. PRINCIPAL SHAREHOLDERS
The Herman S. Hosoi Trust, whose trustees are Sadako
Hosoi and Julie S. Shimonishi, and the Hosoi Family Limited
Partnership, whose general partner is the Hosoi Family Voting
Trust, by its trustee Julie S. Shimonishi, are the only persons
who own of record or are known to the Company to own beneficially
more than five percent of the common shares of the Company as of
May 31, 2000. Certain information about the holders is set forth
in the table below.
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<PAGE>
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF NATURE OF BENEFICIAL NO. OF
PERCENT OF
CLASS BENEFICIAL OWNER OWNERSHIP SHARES CLASS
<S> <C> <C> <C> <C>
Common Julie S. Shimonishi Shared as co-trustee 158,250 9.53%
30 N. Kukui Street of the Herman S.
Honolulu, HI 96817 Hosoi Trust
General Partner of 160,250 9.66%
the Hosoi Family
Limited Partnership,
as Trustee of the
Hosoi Family
Voting Trust
Custodian for Chad 8,000 0.48%
Shimonishi and Lane
Shimonishi under
HUGMA
Direct 52,534 3.17%
Total 379,034 22.84%
Common Sadako Hosoi Shared as co-trustee 158,250 9.53%
30 N. Kukui Street of the Herman S.
Honolulu, HI 96817 Hosoi Trust
Settlor of the Hosoi 160,250 9.66%
Family Voting Trust
and limited partner
of the Hosoi Family
Limited Partnership
Total 318,500 19.19%
Common Herman S. Hosoi Trust Direct 158,250 9.53%
Sadako Hosoi and
Julie S. Shimonishi,
Trustees
30 N. Kukui Street
Honolulu, HI 96817
Common Hosoi Family Limited Direct 160,250 9.66%
Partnership (1)
30 N. Kukui Street
Honolulu, HI 96817
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<PAGE>
<FN>
(1) The Sadako Hosoi Trust, by its trustees Sadako Hosoi and Julie
S. Shimonishi, transferred 160,250 shares of the Company to
the Hosoi Family Limited Partnership, whose general partner is
the Hosoi Family Voting Trust, by its trustee Julie S.
Shimonishi, and whose limited partner is Sadako Hosoi. Julie
S. Shimonishi, as trustee, exercises voting and investment
powers over those shares pursuant to the Hosoi Family Voting
Trust Agreement dated December 30, 1994, between Sadako Hosoi,
as settlor, and Julie S. Shimonishi, as trustee.
</FN>
</TABLE>
B. DIRECTORS AND EXECUTIVE OFFICERS
Certain information with respect to the holdings of
common shares of the directors and executive officers of the
Company as of May 31, 2000, is set forth in the table below.
<TABLE>
<CAPTION>
TITLE OF NAME OF AMOUNT AND NATURE OF PERCENT OF
CLASS BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP CLASS
<S> <C> <C> <C>
Common Julie S. Shimonishi 379,034 (2) 22.84%
Common Sadako Hosoi 318,500 (3) 19.19%
Common Clifford Hosoi 52,532 (4) 3.17%
Common Anne T. Tamori 56,534 (5) 3.41%
All directors and officers 489,100 29.42%
as a group (12 persons) (6)
<FN>
(1) The address of each person is 30 N. Kukui Street, Honolulu,
Hawaii 96817.
(2) Includes:
52,534 shares (3.17%) as to which Ms. Shimonishi exercises
sole voting and investment powers;
8,000 shares (0.47%) as to which Ms. Shimonishi exercises
sole voting and investment powers as
Custodian for Chad Shimonishi and Lane
Shimonishi under HUGMA;
158,250 shares (9.53%) as to which Ms. Shimonishi and Sadako
Hosoi share voting and investment
powers as trustees of the Herman S.
Hosoi Trust; and
160,250 shares (9.66%) as to which Ms. Shimonishi, as trustee
of the Hosoi Family Voting Trust, has
voting and investment powers over the
shares owned by the Hosoi Family
Limited Partnership.
-6-
<PAGE>
(3) Voting and investment powers over 158,250 shares of the
Company are shared by Sadako Hosoi and Julie S. Shimonishi,
as Trustees of the Herman S. Hosoi Trust, which owns 158,250
shares of the Company.
Voting and investment power over 160,250 shares of the
Company are exercised by Julie S. Shimonishi, as trustee under
the Hosoi Family Voting Trust. See the preceding table for
more information about the Hosoi Family Limited Partnership
and the Hosoi Family Voting Trust.
(4) Voting and investment powers exercised solely.
(5) Includes:
52,534 shares (3.17%) as to which Mrs. Tamori exercises sole
voting and investment powers; and
4,000 shares (0.24%) as to which Mrs. Tamori exercises sole
voting and investment powers for Ryan
Tamori under HUGMA.
(6) Rene Mansho, Ricky C. Manayan, Berton T. Kato, Robert Kuwahara
and Glenn Suetsugu, who are currently serving as directors,
and Elaine Nakamura, David Fujishige and Keith Numazu, who are
currently serving as officers, do not own any shares of the
Company.
</FN>
</TABLE>
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The Board of Directors is comprised of nine members who
serve staggered three-year terms. One-third of the directors will
be elected each year for a three-year term. Directors hold office
for the duration of their terms and thereafter until their
successors are elected. The executive officers serve at the
pleasure of the Board of Directors.
The Board of Directors of the Company has no audit or
compensation committees or committees performing similar functions.
A. The following table sets forth the directors' and
executive officers' names, ages, position and year of appointment
or election, relationship, and business experience.
-7-
<PAGE>
<TABLE>
<CAPTION>
NAME AGE OFFICE BUSINESS EXPERIENCE AND FAMILY
RELATIONSHIP
NOMINEES FOR ELECTION AS DIRECTORS - TERMS TO EXPIRE IN 2002
<S> <C> <C> <C>
Sadako Hosoi 83 Director Widow of Herman Hosoi, founder of the
(since 1957) Company; in the past, served as
Treasurer and Chairperson of the
Board of the Company; Director of
Garden Life Plan, Ltd.; mother of
Julie Shimonishi, Director, Clifford
Hosoi, Director and President, and
Anne Tamori, Director and Vice
President
Berton T. 52 Director Attorney (admitted to the Bar of the
Kato (since 1996) State of Hawaii in 1973); Director
Garden Life Plan, Ltd.
Anne T. Tamori 53 Director Employed by the Company since 1978;
(since 1994) Vice President since 1994; daughter
Vice President of Sadako Hosoi, Director; sister of
(since 1994) Clifford Hosoi, Director and
President, and Julie S. Shimonishi,
Director
<CAPTION>
DIRECTORS WHOSE TERMS EXPIRE IN 2001
<S> <C> <C> <C>
Rene Mansho 51 Director City Council member, City and County
(since 1993); of Honolulu, Hawaii (since 1988);
Chairperson of School teacher, Vice-Principal and
the Board Administrator, Department of
(since 1994) Education, State of Hawaii (1971-
1988); other organizations include
Hawaii State Association of Counties,
Mililani Hongwanji, Mililani YMCA,
Honolulu Japanese Chamber of
Commerce, Goodwill Industries, Great
Aloha Run, Salvation Army, Wahiawa
Lions, Muscular Dystrophy Association
of Hawaii
Clifford Hosoi 51 Director Licensed embalmer since 1979; Funeral
(since 1989); Director since 1985; Vice President
President and of the Company from 1989 - 1994;
Chief Executive Director Garden Life Plan, Ltd.; son
Officer (since of Sadako Hosoi, Director, brother of
1994) Julie S. Shimonishi, Director, and
Anne Tamori, Director and Vice
President
Ricky C. 41 Director Manager - Prepaid Card Programs, GTE
Manayan (since 1995) Hawaiian Tel; President of Rick
Manayan Associates; President of
East-West Real Estate Co., Inc.;
President of Transpacific Empire,
Inc.
<PAGE>
NAME AGE OFFICE BUSINESS EXPERIENCE AND FAMILY
RELATIONSHIP
DIRECTORS WHOSE TERMS EXPIRE IN 2000
<S> <C> <C> <C>
Julie S. 54 Director School teacher, Department of
Shimonishi (since 1979) Education, State of Hawaii since
1970; daughter of Sadako Hosoi,
Director; sister of Clifford Hosoi,
Director and President, and sister
of Anne Tamori, Director and Vice
President
Robert K. 53 Director Certified Public Accountant since
Kuwahara (since 1995) 1975; actively involved in human
services organizations such as the
YMCA
Glenn Suetsugu 51 Director Real estate appraiser; real property
(since 1999) sales and management; volunteer work
for the Boy Scouts of America
<CAPTION>
OTHER EXECUTIVE OFFICERS
<S> <C> <C> <C>
David Fujishige 52 Vice President Employed by the Company since 1989;
(since 1994) Funeral Director since 1991; Food
Production Supervisor, Rehabilitation
Hospital of the Pacific (1980-1991)
Keith Numazu 38 Treasurer Employed by the Company as assistant
(since 1994) bookkeeper and programmer since 1992;
Systems Operator/Analyst,
Consolidated Amusement, Inc. (1991-
1992); Senior Systems
Analyst/Programmer, Holmes and
Narver, Inc., and Raytheon
Services Nevada (1987-1991)
Elaine Nakamura 62 Secretary Employed by the Company since 1963
(since 1972)
<FN>
(1) None of the current directors of the Company is a director of
an investment company registered under the Securities Exchange
Act of 1934. All officers serve at the pleasure of the Board
of Directors.
</FN>
</TABLE>
<PAGE>
B. Shareholders, Board, Committees - fiscal year ended May
31, 2000.
The shareholders of the Company last met on January 23,
2000. 1,037,025 shares representing 61.59% of shares issued and
outstanding were present in person or by proxy. All members of the
Board of Directors were elected by holders of at least 63.93% of
the shares outstanding.
A nominating committee was formed with Sadako Hosoi, Julie
Shimonishi, Berton Kato and Anne Tamori as members at the October
19, 2000 Board meeting to designate nominees for election at the
annual meeting. Shareholders may suggest nominees by contacting
Sadako Hosoi, Julie Shimonishi, Berton Kato and Anne Tamori at the
Company's address. No specific format or information is required
to nominate a person as a director. Nominations must be received
by the close of nominations during the course of the Annual Meeting
on January 21, 2001, to be acted upon at that Annual Meeting.
The Company's Board of Directors established a Finance
Committee which was tasked with the responsibility to oversee and
monitor management's and the independent auditor's participation in
the financial reporting process. The members of the Finance
Committee are Robert Kuwahara (Chairperson), Ricky Manayan and
Glenn Suetsugu. The Finance Committee reviewed the preliminary
financial statements of the Company for the fiscal year ended May
31, 2000, and discussed with management and the independent auditor
the status of the financial audit of Garden Life Plan, Ltd. (a
significant subsidiary of the Company) for fiscal years ending
May 31, 1999 and 2000, and its impact on the financial statements
of the Company. See page 6 of the attached Annual Report for
further discussion on the financial audit of Garden Life Plan, Ltd.
Upon the completion of the audit of Garden Life Plan, Ltd.'s
financial statements, the Finance Committee will review the
Company's restated financial statements and complete its report to
the Board of Directors. The Finance Committee's report will be
attached to and filed with the amended Annual Report (Form
10-KSB\A).
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth the information, on an accrual
basis, with respect to the compensation of the chief executive
officer of the Company for the three fiscal years ended May 31,
2000.
<TABLE>
<CAPTION>
NAME AND YEAR ENDED ANNUAL OTHER
POSITION MAY 31 COMPENSATION COMPENSATION
<S> <C> <C> <C>
Clifford Hosoi 1998 $46,731 $ 7,420 (1)
President/Chief 1999 $52,961 $ 8,098 (2)
Executive Officer 2000 $64,788 (3) $ 8,987 (4)
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<PAGE>
<FN>
(1) Amount shown includes $2,337 contributed to the Company's
Money Purchase Pension Plan, $3,583 contributed to the
Company's Profit Sharing Plan and $1,500 fees paid as a
director.
(2) Amount shown includes $2,355 contributed to the Company's
Money Purchase Pension Plan, $3,668 contributed to the
Company's Profit Sharing Plan and $2,075 fees paid as a
director.
(3) Amount shown includes retroactive pay of $7,292.
(4) Amount shown includes $3,239 contributed to the Company's
Money Purchase Pension Plan, $4,248 contributed to the
Company's Profit Sharing Plan and $1,500 fees paid as a
director.
The total annual salary and bonus for any other executive
officer does not exceed $100,000.
The standard fees paid to directors are $100 for each
Board of Directors meeting attended and $25 for each committee
meeting attended.
COMPENSATION PURSUANT TO PLANS
(a) PROFIT-SHARING PLAN. The Company has established a
profit-sharing plan for the Company's employees. Every employee,
who has completed one year of service with the Company, becomes
eligible to participate in the profit-sharing plan. An employee
who has completed 1,000 hours of service commencing from the date
of employment or an anniversary date is considered to have one year
of service.
The Company's contribution to the profit-sharing plan is
discretionary and may be up to 15% of the participant's eligible
compensation. The Company's total contributions shall not exceed
the amount allowable by income tax regulations. The amounts
charged against income for the profit-sharing plan in 2000 and 1999
was $40,000 in each year. The Company's allocation of
contributions among eligible members is based on their respective
compensation and is allocated proportionately.
The investment decision for the profit-sharing plan is formulated
by a registered investment advisor through Pacific Century Trust.
(b) MONEY PURCHASE PENSION PLAN. The Company has established a
money purchase pension plan, which became effective as of June 1,
1990, for the Company's employees. Every employee, who has
completed one year of service with the Company, becomes eligible to
participate in the money purchase plan. An employee who has
completed 1,000 hours of service commencing from the date of
employment or an anniversary date is considered to have one year of
service.
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<PAGE>
The Company is required to contribute 5% of each participant's
eligible compensation to the money purchase plan. The Company's
total contributions cannot exceed the amount allowable by income
tax regulations. The amounts charged against income for the money
purchase pension plan in 2000 and 1999 were $33,845 and $26,820,
respectively.
The investment decision for the money purchase plan is formulated
by a registered investment advisor through Smith Barney, Inc.
TRANSACTION WITH DIRECTORS AND OFFICERS
The Company operates its business at 30 North Kukui
Street, Honolulu, Hawaii, 96817, on the northwest corner of
Nuuanu Avenue and Kukui Street in Honolulu Hawaii. The business
site consists of 92,773 square feet, of which the Company owns a
78/104th interest. The Herman S. Hosoi Trust owns a 13.65/104th
interest and the Hosoi-Tamori-Shimonishi Trust owns the remaining
12.35/104th interest. The trustees and beneficiaries of both
trusts include directors, officers and shareholders of the Company.
The portion owned by the Company is owned in fee simple.
The Company leases the portion owned by the Herman S. Hosoi Trust
and Hosoi-Tamori-Shimonishi Trust ("Trusts") under a fifteen-year
lease that expires on October 31, 2014. The lease provides for an
annual base rent of $112,200 for the period from November 1, 1999
to October 31, 2004, and annual base rent of $132,000 for the
period from November 1, 2004 to October 31, 2009. Additionally,
the lease provides for the payment of percentage rent on the
Company's annual gross revenues. The Company is also responsible
for the payment of real property taxes on the portion of the land
owned by the Trusts. Total rental expense was $216,776 and
$345,636 in fiscal years 2000 and 1999, respectively.
SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and officers, and persons who own
more than 10% of a registered class of the Company's equity
securities, to file, on forms 3, 4 and 5, reports of ownership and
changes in ownership of such securities with the Securities and
Exchange Commission. No such reports were required to be filed for
2000 and 1999.
ACTION WITH RESPECT TO REPORTS
Minutes of the last annual meeting of the shareholders
held on January 21, 2000, will be read and the shareholders will
be requested to approve or disapprove
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<PAGE>
the minutes. Approval or disapproval of the minutes will not
constitute approval or disapproval of the matters referred to in
such reports or minutes.
The President will give a report at the meeting. All
records of the Company, including the minutes of the meetings of
the Board of Directors and the shareholders held during the
preceding year are available for review by the shareholders at the
office of the Company.
VOTE REQUIRED FOR APPROVAL
A majority vote of shareholders present, in person or by
proxy, shall be required in matters other than the election of
directors.
ANNUAL REPORT TO SHAREHOLDERS
The annual report to shareholders, consisting of the
President's and Chief Executive Officer's letter and the
comparative financial statements for the years ended May 31, 2000
and May 31, 1999, is included with this Proxy Statement.
RETURN OF PROXY
If you do not plan to attend the Annual Meeting in person,
we urge you to execute the proxy and return it promptly in the
enclosed business reply envelope.
SHAREHOLDER PROPOSALS FOR 2001
Proposals of shareholders intended to be presented at the
annual meeting of the Company in January or February 2002 must be
received by the Company on or before September 15, 2001.
BY ORDER OF THE BOARD OF DIRECTORS
By Elaine Nakamura, Secretary
December 22, 2000
WHETHER YOU PLAN TO ATTEND OR NOT, YOU ARE URGED TO MARK, DATE,
SIGN AND RETURN THE ENCLOSED PROXY. A PROMPT RESPONSE IS HELPFUL,
AND YOUR COOPERATION WILL BE APPRECIATED.
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<PAGE>
</TABLE>
