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 Friday, June 18, 1999 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; and
2. 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 May 10,1999 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.
You are invited 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,
Bangkok, Thailand
May 11, 1999
Viratana Suntaranond, Secretary
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 June 18, 1999
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 May 11, 1999 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 Friday June 18, 1999
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 May 11, 1999 to all stockholders of record on May 10, 1999. 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 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 64 % 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.
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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 the directors nominated herein; and (ii) to give discretionary
authority to the proxyholders to vote on any business that may properly come
before the meeting or any adjournment thereof.
RETURNING 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 May 10, 1999 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 May 10, 1999. The
Company's Articles of Incorporation prohibit cumulative voting with respect to
directors.
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.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of May 10, 1999 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 nominees for director of the
Company individually and (iii) by the officers and directors as a group.
Name (1) Number of Shares Beneficially Owned Percent
- --------------------------------------------------------------------------------
Vichai Raksriaksorn 5,748,000 (2) 28.38%
Viratana Suntaranond 3,000,000 (3) 14.81%
Aimon Boonkhundha 3,000,000 (4) 14.81%
Antares Cheng 100,000 *
Suwan Panyapas -0- *
Dharmnoon Prachuabmoh -0- *
Dr. Panya Tantiyavarong -0- *
Benjamin B. Fattedad 90,000 (5) *
Niphon Raksriaksorn 1,037,883(6) 5.12%
TOTAL: 9 persons 12,975,883 64.07%
- --------------------------
* less than 1%
(1) The mailing address for each of the current directors is in care of King
Power International Group Co., Ltd., 27th Floor of Siam Tower, 989 Rama I
Road, Patumwan, Bangkok 10330 Thailand.
(2) 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.
(3) This excludes 1,000,000 shares owned by his wife, Umaratana Suntaranond, as
her separate property, as well as 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.
(4) 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.
(5) Mr. Fattedad declined to stand for re-election due to the demands of his
personal schedule.
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(6) This excludes 5,748,000 shares owned by his uncle, Vichai Raksriaksorn. Mr.
Niphon 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,
Suwan Panyapas, Dharmnoon Prachuabmoh and Dr. Panya Tantiyavarong for election
to the Board of Directors, each to serve a term of one year until the next
Annual Meeting of Stockholders or until his successor is elected and qualified.
Each of the nominees (except Dr. Panya Tantiyavarong) 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. Mr. Benjamin B. Fattedad declined to
stand for re-election due to the demands of his personal schedule. For
information regarding the background and business experience of each nominee,
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 in writing, 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 (limited to positions held during the last five years) of
the Company's Directors and nominees for Director (each of whom, except Dr.
Panya Tantiyavarong, has served since June 1997) and the Company's executive
officers:
Name Age Position
---- --- --------
Vichai Raksriaksorn 41 Group Chairman, Chief Executive
Officer & Director
Viratana Suntaranond 58 Group Executive Director, Chief
Financial Officer, Secretary & Director
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Antares Cheng 42 Group Managing Director & Director
Aimon Boonkhundha 42 Deputy Group Managing Director & Director
Suwan Panyapas 55 Director
Dharmnoon Prachuabmoh 65 Director
Dr. Panya Tantiyavarong 59 Nominee for Director
<TABLE>
<S> <C>
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
1995-1998 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.
1994-1998 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.
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.,
1985-Present President of Niji (Thailand) Co., Ltd.
1984-Present Managing Director of Thai-Tai International Trading Co., Ltd.
5
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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 D.F.S. (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
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 Top Tourist Service Co., Ltd.
1993-Present Director of King Power Tax Free Co., Ltd.
Executive Director of TAT Phnom Penh Co., Ltd.
1989-Present Managing Director of Thai Nishigawa International Co., Ltd.
Suwan Panyapas
1997-Present Director of King Power International Group Co., Ltd.
1996-Present Senator of Thai National Assembly
1991-Present Advisor to TAT Duty Free Co., Ltd.
1989-Present Advisor & Shareholder of Downtown D.F.S. (Thailand) Co., Ltd.
1989-1991 Managing Director of TAT Duty Free Co., Ltd.
Some Special Positions held in the past include:
Member of Committee Training Successful Candidates appointed to Juvenile Court.
Member of Sub-Committee on the Development of Judicial and Ministerial System.
Member of Committee/Secretary on Selection Test for Judicial Officers.
Senior Chief Judge of Thonburi Civil Court.
Chief Judge of Udon Thanee District Court.
Chief Judge attached to the Ministry of Justice.
Dharmnoon Prachuabmoh
1997-Present Director of King Power International Group Co., Ltd.
Life Member, Pacific Asia Travel Association (PATA)
6
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1995-1996 Member of Thai Parliament, House of Representatives
Advisor to Deputy Minister, Ministry of Communications and Transport
Vice Chairman, Tourism Committee (House of Representatives)
1988-1995 President of Thailand Incentive and Convention Association (TICA)
1988-1989 President of Pacific Asia Travel Association
1986-1994 Governor of the Tourism Authority of Thailand (TAT)
Dr. Panya Tantiyavarong
Currently Retired
Currently Chairman of the Board of Directors of Dynasty Ceramic Public Co., Ltd.
Currently Director of Petroleum Authority of Thailand
1998 Director and Advisor to the Executive Director Board of
Bangkok Metropolitan Bank Ltd.
1997-1998 Director and Executive Director of Metropolitan Life Assurance Co., Ltd.
Director of National Housing Authority
1995-1998 Chairman of State Railway of Thailand
1992-1997 Managing Director of Bangkok Metropolitan Bank Ltd.
1989-1991 Senior Executive Vice President of Krung Thai Bank Ltd.
</TABLE>
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 but they were paid $2,000-$5,000 to
attend the meetings held in 1998 of the Board of Directors, Board of Executive
Officers, and of its committees. All Directors attended the two meetings of the
Board of Directors held in 1998.
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 Prachuabmoh. The Audit Committee is
responsible for recommending the appointment of the Company's independent
auditors, with whom the Audit Committee reviews the scope of audit and non-audit
assignments and related fees, accounting principals used by the Company 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, Suwan Panyapas and Dharmnoon Prachuabmoh. The
Compensation Committee is responsible for reviewing and making recommendations
to the Board of Directors concerning all forms of compensation paid to the
Company's executive officers. During the 1998 fiscal year there were was one
meeting of the Audit Committee and one meeting of the Compensation Committee,
both of which were attended by all members.
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EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid by the
Company and/or its principal subsidiaries to the four executive officers who
were most highly compensated in the fiscal years ended December 31, 1998, 1997
and 1996. None of the Company's other officers or directors received cash and/or
non-cash compensation in excess of $100,000 for any of these fiscal years. All
amounts are US dollars.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
LONG-TERM
COMPENSATION
(***)
Name & Principal Position Year Salary Bonus Other Annual
Compensation
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Vichai Raksriaksorn 1998 - - 5,000* None
Group Chairman & 1997 - - 6,800 None
Chief Exec. Officer 1996 - - - None
Viratana Suntaranond 1998 - - 5,000* None
Group Exec. Director & 1997 - - 6,800 None
Chief Financial Officer 1996 - - - None
Antares Cheng 1998 - - 2,000** None
Group Managing Director 1997 - - 6,800 None
1996 - - - None
Aimon Boonkhundha 1998 53,000 - 2,000** None
Deputy Group Managing Director 1997 - - 6,800 None
1996 - - - None
</TABLE>
* Both Vichai Raksriaksorn and Viratana Suntaranond received meeting
compensation for the Board of Directors' meetings and the Board of Executive
Officers' meetings at $3,000 and $2,000, respectively.
** Both Antares Cheng and Aimon Boonkhundha received meeting compensation for
the Board of Executive Officers' meetings in the amount of $2,000.
*** In addition to the table above, the applicable SEC rules provide for an
Options Granted Table, an Options Exercised and Fiscal Year-End Option Values
Table, a 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 1998 maintain any such plans.
The Company has no employment agreements with any of its executive officers or
directors.
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PROPOSAL TWO: OTHER BUSINESS
In addition to the business discussed above and which the stockholders have been
requested to vote upon, the management of the Company intends to present at this
Annual Meeting two matters in the nature of reports. First, copies of the
minutes of the Annual Meeting of Stockholders held on May 29, 1998 will be
distributed for review and comment by the stockholders. Second, management will
present the Company's financial statements in the same form as they are set
forth in the Annual Report to Stockholders that accompanies this proxy
statement. Attendance at this Annual Meeting, whether in person or by proxy,
will constitute approval of both the minutes and financial statements described
above. The management of the Company knows of no matters other than those stated
above that 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.
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 during the 1998 fiscal year all Section 16(a) filing requirements
applicable to its greater than 10% beneficial owners, directors and officers
were complied with in a timely fashion.
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ANNUAL REPORTS
The Annual Report to Stockholders for the fiscal year that ended December 31,
1998, including financial statements, is being furnished with this Proxy
Statement to stockholders of record as of May 10, 1999. The Company will provide
without charge, at the written request of any stockholder of record, a copy of
the Annual Report on Form 10-K as filed with the Securities and Exchange
Commission, except exhibits thereto. Neither of these Annual Reports forms any
part of the material for solicitation of proxies.
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, 2000. All
such proposals must be in compliance with the applicable regulations of the
Securities and Exchange Commission.
By Order of the Board of Directors,
Viratana Suntaranond, Secretary
May 11, 1999
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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 the Annual Meeting of Stockholders on June
18, 1999, 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 may 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 are Vichai Raksriaksorn, Viratana Suntaranond, Aimon Boonkhundha,
Antares Cheng, Suwan Panyapas, Dharmnoon Prachuabmoh and Dr. Panya
Tantiyavarong.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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:_________, 1999 -------------------------------------
(signature)
-------------------------------------
Please print your name(s)
(Please sign your name(s) as fully and exactly as listed. When signing in a
fiduciary or representative capacity, please give full title as such. When there
is more than one owner, each owner should sign. Proxies executed by a
corporation should be signed in full corporate name by a duly authorized
officer.)
PLEASE MARK, SIGN, DATE AND MAIL IN THE ENVELOPE PROVIDED.
