KING POWER INTERNATIONAL GROUP CO., LTD.
27TH FLOOR, SIAM TOWER, 989 RAMA I ROAD, PATUMWAN, BANGKOK 10330 THAILAND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Vichai Raksriaksorn and Viratana
Suntaranond, and each of them as proxies with power of substitution to vote all
shares of King Power International Group Co., Ltd. (the "Company") which the
undersigned is entitled to vote at an Annual Meeting of Stockholders on May 29,
1998, to be held in the conference room on the 27th floor at the Company's
offices in Siam Tower, at 989 Rama I Road, Patumwan, Bangkok, Thailand beginning
at 10:00 a.m., or at any adjournment thereof, with all the powers the
undersigned would have if personally present as specified, respecting the
following matters described in the accompanying Proxy Statement and, in their
discretion, on other matters which come before the meeting.
1. To elect seven (7) directors to hold office until the next annual
election of directors by stockholders or until their respective successors have
been duly elected and qualified.
A. [ ] FOR the nominees listed below
B. [ ] WITHHOLD AUTHORITY to vote for all nominees listed below
C. [ ] FOR ALL NOMINEES EXCEPT:
Instructions: To withhold authority to vote for any individual(s), choose C
and write in the name of the nominee(s) on this line
---------------------------.
Nominees: Vichai Raksriaksorn, Viratana Suntaranond, Aimon Boonkhundha, Antares
Cheng, Benjamin B. Fattedad, Suwan Panyapas, Dharmnoon Prachuabmoh.
2. To ratify the appointment of BDO Binder (Thailand) Ltd. as independent
auditors to examine the accounts of the Company for the fiscal year ending
December 31, 1998.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
This proxy will be voted in accordance with the stockholder's
specifications. Unless directed to the contrary, this proxy will be voted FOR
Items 1 and 2. A majority (or if only one, then that one) of the proxies or
substitutes acting at the meeting may exercise the powers conferred herein.
Receipt of accompanying Notice of Meeting and Proxy Statement is hereby
acknowledged.
-----------------------------
(Signature)
Date: April ____, 1998 -----------------------------
-----------------------------
(Please print your name)
(Please sign name as fully and exactly as it appears. When signing in a
fiduciary or representative capacity, please give full title as such. When more
than one owner, each owner should sign. Proxies executed by a corporation should
be signed in full corporate name by duly authorized officer.)
PLEASE MARK, SIGN, DATE AND MAIL TO THE COMPANY IN THE ENVELOPE PROVIDED.
<PAGE>
King Power International Group Co., Ltd.
27th Floor, Siam Tower
989 Rama I Road, Patumwan
Bangkok 10330 Thailand
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
The Annual Meeting of Stockholders of King Power International Group Co.,
Ltd. (the "Company") will be held in the conference room on the 27th Floor at
the Company's offices in Siam Tower, at 989 Rama I Road, Patumwan, Bangkok,
Thailand on May 29, 1998 beginning at 10:00 a.m., local time, for the following
purposes:
1. To elect seven (7) directors to hold office until the next annual
election of directors by stockholders or until their respective successors have
been duly elected and qualified;
2. To ratify the appointment of independent auditors to examine the
accounts of the Company for the fiscal year ending December 31, 1998; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on April 2 ,1998 are
entitled to notice of and to vote at this Annual Meeting of Stockholders or any
adjournment thereof. The stock transfer books of the Company will remain open.
We hope that you may be able to attend the Annual Meeting in person, but in
any event you are urged to mark, date, sign and return your proxy in the
enclosed self-addressed envelope as soon as possible so that your shares may be
voted in accordance with your wishes. Any proxy given by a stockholder may be
revoked by that stockholder at any time prior to the voting of the proxy.
By Order of the Board of Directors,
Viratana Suntaranond, Secretary
Bangkok, Thailand
April___, 1998
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF THE
PROPOSALS DESCRIBED HEREIN. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY.
<PAGE>
King Power International Group Co., Ltd.
27th Floor, Siam Tower
989 Rama I Road, Patumwan
Bangkok 10330 Thailand
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 29, 1998
This proxy statement and the accompanying form of proxy are being furnished
to the stockholders of King Power International Group Co., Ltd. (herein the
"Company") on or about April __, 1998 in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders (the "Annual Meeting") to be held on May 29, 1998 beginning at
10:00 a.m., local time, in the conference room on the 27th Floor at the
Company's offices in Siam Tower, at 989 Rama I Road, Patumwan, Bangkok,
Thailand, and at any adjournment thereof.
The matters to be considered and acted upon at the Annual Meeting are
described in the foregoing notice of the Annual Meeting and in this Proxy
Statement. This Proxy Statement and the related form of proxy are being mailed
on or about April _____, 1998 to all stockholders of record on April 2, 1998.
Shares of the Company's common stock, par value $.001 (the "Common Stock"),
represented by proxies will be voted as described in this Proxy Statement or as
otherwise specified by a stockholder. As to the election of directors, a
stockholder may, by checking the appropriate box on the proxy: (i) vote for all
director nominees as a group; (ii) withhold authority to vote for all director
nominees as a group; or (iii) vote for all director nominees as a group except
those nominees identified by the stockholder in the appropriate area. See
"Proposal One: Election of Directors" below. With respect to the other
proposals, a stockholder may, by checking the appropriate box on the proxy: (i)
vote "FOR" the proposal; (ii) vote "AGAINST" the proposal; or (iii) "ABSTAIN"
from voting on the proposal.
THE PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS OF THE COMPANY
BENEFICIALLY OWN APPROXIMATELY 61 % OF THE ISSUED AND OUTSTANDING COMMON STOCK
AND HAVE ADVISED THE COMPANY OF THEIR INTENTION TO VOTE SUCH SHARES IN FAVOR OF
PROPOSALS ONE AND TWO.
Any stockholder who executes and delivers a proxy may revoke it at any time
prior to its use by (i) giving written notice of revocation to the Secretary of
the Company; (ii) executing and delivering a proxy bearing a later date; or
(iii) appearing at the Annual Meeting and voting in person.
The Company will bear the expense of preparing, printing, and mailing the
proxy solicitation material and the form of proxy. Brokerage houses, nominees,
custodians and fiduciaries will be requested to forward material to beneficial
owners of stock held of record by them and the Company will reimburse such
persons for their reasonable expenses in doing so. In addition, directors,
officers and employees of the Company and its subsidiaries may solicit proxies
by telephone, telefax, telegram or in person.
If the proxy in the accompanying form is properly executed and not revoked,
the shares represented by the proxy will be voted in accordance with the
instructions thereon. If no instructions are given regarding the matters to be
acted upon, the shares represented by the proxy will be voted: (i) for the
election of directors nominated herein; (ii) for the ratification of the
appointment of the independent auditors named herein; and (iii) in the
discretion of the proxyholders on any business as may properly come before the
meeting or any adjournment thereof.
<PAGE>
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF THE
PROPOSALS DESCRIBED HEREIN.
VOTING RIGHTS
Only holders of record of outstanding shares of Common Stock of the Company
at the close of business on April 2, 1998 are entitled to one vote for each
share held on all matters coming before the Annual Meeting. There were
20,250,000 shares of Common Stock outstanding and entitled to vote on April 2,
1998.
METHOD OF VOTING
To be elected, each director must receive the affirmative vote of the
holders of a plurality of the issued and outstanding shares of Common Stock
represented in person or by proxy at the Annual Meeting. Approval of Proposal
Two will require the affirmative vote of the holders of a majority of the shares
of Common Stock entitled to vote and represented at the Annual Meeting in person
or by proxy. Abstentions will have the effect of a vote against a proposal.
Non-votes (as defined below) will have no effect on the voting regarding any of
the proposals. A "non-vote" occurs when a nominee holding shares for a
beneficial owner has voted on certain matters at the Annual Meeting pursuant to
discretionary authority or instructions from the beneficial owner but may not
have received instructions or exercised discretionary voting power with respect
to other matters.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of March 15, 1998
with regard to the beneficial ownership of the Common Stock by (i) each person
known to the Company to be the beneficial owner of 5% or more of its outstanding
Common Stock, (ii) by the officers, directors and key employees of the Company
individually and (iii) by the officers and directors as a group.
Name Number of Shares Beneficially Owned Percent
Vichai Raksriaksorn 5,248,000 (1) 25.92%
Viratana Suntaranond 3,000,000 (2) 14.81%
Aimon Boonkhundha 3,000,000 (3) 14.81%
Antares Cheng 100,000 *
Benjamin B. Fattedad 90,000 *
Suwan Panyapas -0- *
Dharmnoon Prachuabmoh -0- *
Niphon Raksriaksorn 1,037,883 (4) 5.13%
TOTAL: 8 persons 12,475,883 (1)(2)(3)(4) 61.61%
* less than 1 %
(1) This excludes 3,000,000 shares owned by his wife, Aimon Boonkhundha, as her
separate property. Mr. Raksriaksorn disclaims all beneficial interest in those
shares, as well as any right to vote or control the disposition of those shares.
(2) This excludes 1,000,000 shares owned by his wife, Umaratana Suntaranond, as
her separate property, as well as
2
<PAGE>
150,000 shares in the aggregate owned by his three children. Mr. Suntaranond
disclaims all beneficial interest in those shares, as well as any right to vote
or control the disposition of those shares. (3) This excludes 5,248,000 shares
owned by her husband, Vichai Raksriaksorn, as his separate property, as well as
5,000 shares owned by her mother, Auemporn Boonkhant. Ms. Boonkhundha disclaims
all beneficial interest in those shares, as well as the right to vote or control
the disposition of those shares. (4) This excludes 5,248,000 shares owned by his
uncle, Vichai Raksriaksorn. Mr. Raksriaksorn disclaims all beneficial interest
in those shares, as well as the right to vote or control the disposition of
those shares.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated seven (7) persons:
Vichai Raksriaksorn, Viratana Suntaranond, Aimon Boonkhundha, Antares Cheng,
Benjamin B. Fattedad, Suwan Panyapas, and Dharmnoon Prachuabmoh for election to
the Board of Directors, each to serve for a term of one year until the next
Annual Meeting of Stockholders or until his successor is elected and qualified.
Each of the nominees is currently serving as a director and has consented to his
nomination and, so far as the Company is aware, will serve as a director if
elected. For information regarding the background and business experience of
each, see "DIRECTORS AND EXECUTIVE OFFICERS" below. The shares represented by
proxies will be voted as specified by each stockholder. If a stockholder does
not specify his or her choice, the shares will be voted in favor of the election
of the nominees listed except that, in the event any nominee should not continue
to be available for election, such proxies will be voted for the election of
such other person as the Board of Directors may recommend.
The Board of Directors unanimously recommends that the stockholders of the
Company vote FOR all of the nominees for director.
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth certain information regarding the background and
business experience of the Company's Board of Directors and the Company's
executive officers:
Name Age Position
---- --- --------
Vichai Raksriaksorn 40 Group Chairman, Chief Executive Officer
and Director
Viratana Suntaranond 57 Group Executive Director, Chief Financial
Officer, Secretary and Director
Antares Cheng 41 Group Managing Director and Director
Aimon Boonkhundha 41 Deputy Group Managing Director & Director
Benjamin B. Fattedad 55 Group Director of Development & Director
Suwan Panyapas 54 Director
Dharmnoon Prachuabmoh 64 Director
3
<PAGE>
Vichai Raksriaksorn
- -------------------
1997-Present Group Chairman, Chief Executive Officer and Director of King
Power International Group Co., Ltd.
Managing Director of King Power Duty Free Co., Ltd.
Chairman of King Power Development Co., Ltd.
Thai National Dressage Team Manager
Privilege Committee of Thailand Equestrian Federation
1995-Present Chairman of King Power Duty Free (Macau) Co., Ltd.
Chairman of King Power Duty Free (C.B.O.) Limited, Hong Kong
1994-Present Managing Director of Top (China) Group Co., Ltd.
Chairman of King Power International Co., Ltd.
Managing Director of Forty Seven Co., Ltd.
Chairman of Beijing Great Wall (Top) Tourist Services Co.,
Ltd. Chairman of V&A Holdings Co., Ltd.
Chairman of Hong Kong Kai Tak International Airport Duty
Free Shop Co., Ltd.
1993-Present Chairman of King Power Tax Free Co., Ltd.
Chairman of Capitalux Co., Ltd.
1992-Present Chairman of Lengle (Thailand) Co., Ltd.
1991-Present Chairman of TAT (Phnompenh) Duty Free Co., Ltd.
1989-Present Managing Director of Downtown D.F.S. (Thailand) Co., Ltd.
1989-1991 Managing Director of Europa Prince Downtown Shop, Hong Kong
1989-1990 General Manager/ Duty Free Division of Tourism Authority of
Thailand
1984-Present Managing Director of Thai Nishigawa International Co., Ltd.
1980-Present Managing Director of Sriaksorn (1980) Co., Ltd.
Viratana Suntaranond
- --------------------
1997-Present Group Executive Director, Chief Financial Officer, Secretary
and Director of King Power International Group Co., Ltd.
Executive Director and Managing Director of King Power Duty
Free Co., Ltd.
1994-Present Director of Big Hand Co., Ltd.
1993-Present Managing Director of King Power Tax Free Co., Ltd.
1992-Present President of U.M.P. Commercial Co., Ltd.
1989-1990 Managing Director of Airport Duty Free Co., Ltd., Bangkok,
Chieng Mai, Phuket, Hat Yai International Airport
1987-1990 Managing Director of D&TFS Co., Ltd. (Bangkok International
Airport General Merchandise & Gifts)
Managing Director of Ratana Phan Co., Ltd. (Bangkok
International & Domestic Airport Car Park Business)
1985-Present President of Niji (Thailand) Co., Ltd. (manufacturer of
writing instruments)
1984-Present Managing Director of Thai-Tai International Trading Co., Ltd
1984-1986 Owner & Director of Ratana Pat Company (Bangkok
International Airport Merchandise & Gifts)
4
<PAGE>
1973-1983 Owner & Director of P.C. Thai Silk Shop and V.R. Shop
(Bangkok International & Domestic Airport General Merchandise
& Gifts)
1972-1968 Brand Manager (Marketing) of Kimberly-Clark and A. Wander
Product, Diethelm Co., Ltd.
Antares Cheng
- -------------
1997-Present Group Managing Director and Director of King Power
International Group Co., Ltd.
1995-Present Managing Director of Hong Kong Kai Tak International Airport
Duty Free Shop Co., Ltd.
General Manager of King Power Duty Free (Macau) Co., Ltd.
1994-Present Director of China Ferry Terminal GM Shop
1993-Present Managing Director of Top Group (Thailand) Co., Ltd.
1992-Present Managing Director of King Power Group
Deputy Managing Director of Downtown DFS (Thailand) Co., Ltd
1990-Present Director of TAT Phnom Penh Duty Free Co., Ltd., Cambodia
Shareholder, Director and General Manager of Europa Prince
Department Store
1989-Present Managing Director of Railway Duty Free, Hong Kong
1989-1990 Director of Europa Prince Department Store, Hong Kong
1987-1988 Deputy General Manager in the Hong Kong Airport Duty Free
Shop.
1986-Present Managing Director of Group Central Buying Office.
1979-1989 Overall in charge of China Duty Free Shops.
1978-1982 Manager in charge of a Tourist Department Store in
Merchandising Department.
1976-1978 Manager of an International Professional Firm of Accountants
Aimon Boonkhundha
- -----------------
1997-Present Deputy Group Managing Director and Director of King Power
International Group Co., Ltd.
1996-Present Executive Director of King Power Duty Free Co., Ltd.
1994-Present Executive Director of Beijing Great Wall (Top Tourist
Service Co., Ltd.)
1993-Present Director of King Power Tax Free Co., Ltd.
Executive Director of TAT Phnom Penh Co., Ltd.
1989-1990 Managing Director of Tourism Authority of Thailand (TAT)
Duty Free Co., Ltd.
1989-Present Managing Director of Thai Nishigawa International Co., Ltd.
1983-1989 Director of Thai Nishikawa International Co., Ltd.
5
<PAGE>
Suwan Panyapas
- --------------
1997-Present Director of King Power International Group Co., Ltd.
1991-Present Advisor to TAT Duty Free Co., Ltd.
1989-Present Advisor & Shareholder of Downtown DFS (Thailand) Co., Ltd.
1989-1991 Managing Director of TAT Duty Free Co., Ltd.
1988-1989 General Manager of TAT Duty Free Co., Ltd.
1986 Senior Chief Judge of Thonburi Civil Court.
Acting in the position of Court of Appeal Judge.
Assistant to Court of Appeal Judge.
1983 Secretary to Court of Appeal.
1981 Chief Judge of Udon Thanee District Court.
1980 Acting in the position of Civil Court Judge.
1978 Chief Judge attached to the Ministry of Justice.
Acting in the position of Chief Judge of Pathumthanee Court.
Acting in the position of Secretary to Supreme Court Judge.
Acting in the position of Juvenile Court Judge.
1976 Provincial Judge of Pathumthanee Court.
1972 Provincial Judge of Ubon Rachathanee Court.
Special Positions held include:
o Member of Committee Training Successful Candidates appointed
to Juvenile Court.
o Member of Sub-Committee on the Development of Judicial and
Ministerial System.
o Member of Committee/Secretary on Selection Test for Judicial
Officer for a position of Judge Trainee in 1983-1984.
o Committee Member for organizing events on legal matters,
Public Relations Division and Ministry of Justice.
Dharmnoon Prachuabmoh
- ---------------------
1997-Present Director of King Power International Group Co., Ltd.
Life Member, Pacific Asia Travel Association (PATA)
1995-1996 Member of Thai Parliament, House of Representatives
Advisor to Deputy Minister, Ministry of Communications an
Transport Vice Chairman, Tourism Committee
1988-1995 President of Thailand Incentive and Convention Association
(TICA)
1988-1989 President of Pacific Asia Travel Association
1987-1988 Member of National Legislative Council
President of East Asia Travel Association
Vice President of Pacific Asia Travel Association
Secretary of Ad hoc Committee on Tourism and Sports
1986-1994 Governor of the Tourism Authority of Thailand (TAT)
1986-1991 Senator of Thai National Assembly
Secretary of Ad hoc Committee on Tourism Promotion of the
Senate Member of the Committee on Education and Culture
6
<PAGE>
1986-1988 Board of Directors of Pacific Asia Travel Association
1985-1986 Chairman of International Congress and Convention
Association (ICCA-Thailand National Committee)
1983-1985 Chairman of International Congress and Convention
Association (ICCA- Asia Pacific Chapter)
1979-1986 Deputy Governor, Tourism Authority of Thailand (TAT)
1974-1976 Deputy Director General, Tourism Organization of Thailand
(TOT)
Benjamin B. Fattedad
- ---------------------
1997-Present Group Director of Development and Director of King Power
International Group Co., Ltd.
Director of Hong Kong Kai Tak International Airport Duty
Free Shop Co., Ltd. Director of King Power Alpha Limited
1995-1997 Advisor ofHong Kong Kai Tak International Airport Duty Free
Shop Co., Ltd.
1993-Present Advisor of Top (China) Group Co., Ltd.
1990-Present Director of Grosse Hong Kong Ltd.
1989-1990 Shareholder of Europa Prince Department Store, Hong Kong
1989-1995 Consultant of TAT Duty Free Co., Ltd., Thailand
Managing Director of Deveg Ltd.
1980-1994 Consultant of Singapore Crocodilarium & Tourist oriented
department Store, Singapore
1972-1994 Consultant of Kaiyo Reptile Pte, Ltd., Singapore
1967-1989 Director of Deveg Ltd.
1962-Present Director, Reliance Trading Co., Ltd.
All directors of the Company hold office until the next annual meeting of
stockholders or until their successors have been elected and qualified. Vichai
Raksriaksorn and Aimon Boonkhundha are husband and wife. None of the other
directors or executive officers are related. Executive officers are elected by
the Company's Board of Directors to hold office until their respective
successors are elected and qualified.
The Company's bylaws provide that directors may be paid their expenses, if any.
Directors are not paid an annual retainer and are not paid to attend meetings of
the Board of Directors or of its committees. The Board of Directors held six
meetings during 1997. All directors attended 100% of the Board meetings held in
1997.
Committees of the Board of Directors
The Board of Directors has two committees: the Audit Committee and the
Compensation Committee. The Audit Committee is composed of Vichai Raksriaksorn,
Chairman, Suwan Panyapas and Dharmnoon Prachuabmob. The Audit Committee is
7
<PAGE>
responsible for recommending the appointment of the Company's independent
auditors, with whom the Audit Committee reviews the scope of ausit and non-audit
assignments and related fees, azccounting principals used by the Compnay in
financial reporting, internal auditing procedures and the adequacy of the
Company's internal control procedures. The Compensation Committee is composed of
Vichai Raksriaksorn, Chairman, Viratana Suntaranond and Antares Cheng. The
Compensation Committee is responsible for reviewing and making recommendations
to the Board of Directors concernign all forms of compensation paid to the
Company's executive officers. During the 1997 fiscal year there was one meeting
of the Audit Commitee, which was attended by all of its members, but no meetings
of the Compensation Committee.
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid by
the Company and/or its principal subsidiaries (or predecessor companies) to the
four officers who were most highly compensated in the fiscal years ended
December 31, 1997, 1996 and 1995. None of the Company's other executive officers
and directors received cash and/or non-cash compensation in excess of $100,000
for these fiscal years. All amounts are US dollars.
<TABLE>
<CAPTION>
Summary Compensation Table
<S> <C> <C> <C> <C>
(a) Annual Compensation Long Term Compensation
Name and
Principal Awards Payouts (i)
Position
(b) (c) (d) (e) (f) (g) (h)
Year Salary Bonus Other Annual Restricted Option/ LTIP All Other
Compensation Stock SARs(#) Payouts Compensation
Awards
Vichai 1997 480,000 - 6,800 - - - -
Raksriaksorn 1996 220,000 - - - - - -
Group 1995 220,000 - - - - - -
Chairman &
CEO
Viratana 1997 250,000 - 6,800 - - - -
Suntaranond 1996 120,000 - - - - - -
Executive 1995 120,000 - - - - - -
Director &
CFO
Antares Cheng 1997 200,000 - 6,800 - - - -
Group 1996 100,000 - - - - - -
Managing 1995 100,000 - - - - - -
Director
Aimon 1997 140,000 - 6,800 - - - -
Boonkhundha 1996 - - - - - - -
Deputy Group 1995 - - - - - - -
Managing
Director
</TABLE>
8
<PAGE>
The Company has no employment agreements with any of its excecutive officers or
directors.
In addition to the table above, the applicable SEC rules provide for an Options
Granted Table, Options Exercised and Fiscal Year-End Option Values Table,
Long-Term Incentive Plan Awards Table and a Pension Plan Table. These tables do
not appear in this proxy statement because the Company did not during fiscal
year 1997 maintain any option plan, any long-term incentive plan, nor any
defined benefit or actuarial pension plan.
OTHER FEES AND COMPENSATION
Each director was paid the sum of $6,800 in 1997 for attending meetings of the
Board of Directors.
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the accounting firm of BDO
Binder (Thailand) Ltd. as independent auditors of the Company for its fiscal
year ending December 31, 1998, and is submitting such selection to the Company's
stockholders for their ratification. The Board of Directors recommends that such
appointment be ratified by the stockholders. If the foregoing proposal is not
approved, or if BDO Binder (Thailand) Ltd. declines to act or otherwise becomes
incapable of performing, or if its appointment is otherwise discontinued, the
Board of Directors will appoint another firm of independent accountants whose
appointment for any period subsequent to fiscal year 1998 will be subject to
approval by the stockholders at the 1999 Annual Meeting of Stockholders.
Representatives of BDO Binder (Thailand) Ltd. are expected to be present at the
annual meeting and such representatives will have an opportunity to make a
statement if they so desire. The representatives will also be expected to be
available to answer appropriate questions.
The Board of Directors unanimously recommends a vote FOR this proposal.
OTHER BUSINESS
The management of the Company knows of no matters other than those stated above
which are to be brought before the meeting. However, if any such other matters
should be presented for consideration and voting, it is the intention of the
persons named in the proxy to vote thereon in accordance with their judgment.
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<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and the disclosure
requirements of Item 405 of Regulation S-K require the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% stockholders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on the review of the copies of such forms furnished to the
Company, or written representations that no Form 5s were required, the Company
believes that durng fiscal year 1997 all Section 16(a) filing requirements
applicable to its greater than 10% beneficial owners, directors and officers
were complied with except that Form 3s with regard to the initial reports of
ownership by the following persons: Vichai Raksriaksorn, Viratana Suntaranond,
Aimon Boonkhundha, Antares Cheng, Benjamin B. Fattedad, Suwan Panyapas, and
Dharmnoon Prachuabmoh were not filed until March 19, 1998.
ANNUAL REPORT
The Annual Report for the Company's fiscal year ended December 31, 1997,
including financial statements, is being furnished with this Proxy Statement to
stockholders of record as of April 2, 1998 and is incorporated herein by
reference.
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal for consideration at the
Company's next Annual Meeting of Stockholders and wishes to have the proposal
included in the Company's Proxy Statement for that meeting must submit the
proposal to the Secretary of the Company no later than February 1, 1999. All
such proposals should be in compliance with applicable Securities and Exchange
Commission regulations.
10
<PAGE>
By Order of the Board of Directors,
Viratana Suntaranond, Secretary
April __, 1998
11
