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 Thursday, June 15, 2000 beginning at 10:00 a.m., local time, for the
following purposes:
1. To elect six (6) 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, 2000 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 10, 2000
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 15, 2000
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 10, 2000 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 Thursday June 15, 2000
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 10, 2000 to all stockholders of record on May 10, 2000. 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 63% 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.
1
<PAGE>
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, 2000 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, 2000. 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.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of May 10, 2000 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.
(1) (2) (3)
Name and Address Number of Shares Beneficially Owned Percent
Vichai Raksriaksorn (1) 5,748,000 (1) 28.38%
Viratana Suntaranond (2) 3,000,000 (2) 14.81%
Aimon Raksriaksorn (3) 3,000,000 (3) 14.81%
Suwan Panyapas -0- *
Dharmnoon Prachuabmoh -0- *
Niphon Raksriaksorn (4) 1,037,883 (4) 5.12%
Pong Chewanant -0- *
TOTAL 7 persons 12,885,883 (1)(2)(3)(4) 63.36%
* less than 1 %
(1) This excludes 3,000,000 shares owned by his wife, Aimon Raksriaksorn, as her
separate property, as well as 446,000 shares owned by his daughter, Voramas
Raksriaksorn. 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 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 5,748,000 shares owned by her husband, Vichai Raksriaksorn, as
his separate property, as well as 5,000 shares owned by her mother, Auemporn
Boonkhant. Ms. Raksriaksorn disclaims all beneficial interest in those shares,
as well as any right to vote or control the disposition of those shares.
(4) This excludes 5,748,000 shares owned by his uncle, Vichai Raksriaksorn, as
his separate property. Mr. Niphon Raksriaksorn disclaims all beneficial interest
in those shares, as well as any right to vote or control the disposition of
those shares.
3
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated six (6) persons: Vichai
Raksriaksorn, Viratana Suntaranond, Aimon Raksriaksorn, Suwan Panyapas,
Dharmnoon Prachuabmoh and Pong Chewananth, 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 is currently serving as a director except for Pong Chewananth 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
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 Pong
Chewananth has served since June 1997) and the Company's executive officers:
Name Age Position
---- --- --------
Vichai Raksriaksorn 42 Group Chairman, Chief Executive
Officer and Director
Viratana Suntaranond 58 Group Chief Financial Officer,
Secretary, Treasurer and Director
Aimon Raksriaksorn 42 Group Deputy Managing Director
and Director
Dharmnoon Prachuabmoh 66 Director
Suwan Panyapas 55 Director
Pong Chewananth 53 Nominee for Director
(Each of whom, except Pong Chewananth, have served since June 1997).
4
<PAGE>
<TABLE>
<CAPTION>
Vichai Raksriaksorn
<S> <C> <C> <C>
1999-Present Acting Group Managing Director of King Power International Group Co., Ltd.
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 On Board Sale & Services Co., Ltd.
1994-Present Chairman of King Power International Co., Ltd.
Chairman of V&A Holdings Co., Ltd.
1993-Present Chairman of King Power Tax Free Co., Ltd.
Chairman of Capitalux Co., Ltd.
1991-Present Chairman of TAT (Phnompenh) Duty Free Co., Ltd.
1989-1999 Managing Director of Downtown D.F.S. (Thailand) Co., Ltd.
Viratana Suntaranond
1997-Present Group 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.
1994-1997 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.
1985-Present President of Niji (Thailand) Co., Ltd.
1984-Present Managing Director of Thai-Tai International Trading Co., Ltd.
Aimon Raksriaksorn
1997-Present Group Deputy Managing Director and Director of King Power International Group Co., Ltd.
Executive Director of King Power On Board Sale & Services Co., Ltd.
1996-Present Executive Director of King Power Duty Free Co., Ltd.
1994-Present Executive Director of King Power International Co., Ltd.
Executive Director of TOP Tourist Service Co., Ltd.
1993-Present Executive Director of King Power Tax Free Co., Ltd.
Executive Director of TAT Phnom Penh Co., Ltd.
1989-Present Managing Director of Thai Nishikawa International Co., Ltd.
5
<PAGE>
Suwan Panyapas
1997-Present Director and Group Senior Advisor 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 DFS (Thailand) Co., Ltd.
1989-1991 Managing Director of TAT Duty Free Co., Ltd.
Some Special Positions Held:
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
o Senior Judge of Thonburi Court
o Chief Judge of Udon Thanee District Court
o 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)
1995-1996 Member of the 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 Tourism Authority of Thailand (TAT)
Pong Chewananth
1998-Present President, Infotel Communications (Thailand) Co., Ltd.
1997-1998 Adviser to the Minister of Industry
1997 Deputy Secretary-General to the Prime Minister for Political Affairs
1996-1997 Board of Agriculture and Co-operative Policy and Planning Committee;
Board of Director, Transport Co., ltd., Ministry of Transport and Communications
1995-1997 Director, Marketing Organization for Farmer, Ministry of Agriculture and Co-operative
1994-1995 Adviser to the Ministry of Public Health
1994 Adviser to the Deputy Prime Minister
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
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 Raksriaksorn 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 were not paid an annual retainer but they were each paid approximately
$2,000 - $5,000 per annum to attend meetings of the Board of Directors, Board of
Executive Officers, or of its committees held in 1999. All directors attended
100% of the Board Meetings held in 1999.
Committees of the Board of Directors
The Board of Directors has two committees: the Audit Committee and Compensation
Committee. The Audit Committee is composed of Vichai Raksriaksorn, Suwan
Panyapas, and Dharmnoon Prachuabmoh with Mr. Raksriaksorn being the Chairman.
The Audit Committee is responsible for recommending the annual appointment of
the Company's auditors, with whom the Audit Committee will review the scope of
audit and non-audit assignments and related fees, accounting principles 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, Suwan Panyapas, and Dharmnoon
Prachuabmoh with Mr. Raksriaksorn being the Chairman. 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.
There were 4 meetings of Board of Directors during 1999.
There was 1 meeting of the Audit Committee and 0 meetings of the Compensation
Committee.
7
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth certain information
about the cash and non-cash compensation paid by the Company to its Executive
Officers for the fiscal year ended December 31, 1996, 1997, 1998 and 1999. None
of the Company's executive officers or directors received cash and/or non-cash
compensation in excess of $100,000 for any of those fiscal years.
Summary Compensation Table
- --------------------------------------------------------------------------------------------------------------
(a) Annual Compensation Long Term
Name and Compensation
Principal Awards
Position Payouts
- --------------------------------------------------------------------------------------------------------------
(b) (c) (d) (e) (f) (g) (h) (i)
- --------------------------------------------------------------------------------------------------------------
Year Salary Bonus Other Annual Restricted Option/ LTIP All Other
Compensation Stock n/ Payout Compensation
Awards SARs $
(#)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vichai 1999 79,317 - 5,000* - - - -
Raksriaksorn 1998 - - 5,000 - - - -
Group Chairman 1997 - - 6,800 - - - -
& CEO 1996 - - - - - - -
- --------------------------------------------------------------------------------------------------------------
Viratana 1999 63,454 - 5,000* - - - -
Suntaranond 1998 - - 5,000 - - - -
Group Executive 1997 - - 6,800 - - - -
Director & CFO 1996 - - - - - - -
- --------------------------------------------------------------------------------------------------------------
Antares 1999 - - 2,000** - - - -
Cheng 1998 - - 2,000 - - - -
Group Managing 1997 - - 6,800 - - - -
Director 1996 - - - - - - -
- --------------------------------------------------------------------------------------------------------------
Aimon 1999 63,454 - 2,000** - - - -
Raksriaksorn 1998 53,000 - 2,000 - - - -
Group 1997 - - 6,800 - - - -
Deputy 1996 - - - - - - -
Managing Director
- --------------------------------------------------------------------------------------------------------------
</TABLE>
* Both Vichai Raksriaksorn and Viratana Suntaranond received meeting
compensation from the Board of Directors's Meeting and the Board of
Executive Officers' s Meeting.
** Both Antares Cheng and Aimon Raksriaksorn received meeting compensation
from the Board of Directors's Meeting.
The Company has no employment agreements with any of its executive officers or
directors.
8
<PAGE>
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 June 18, 1999 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 1999 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.
9
<PAGE>
ANNUAL REPORTS
The Annual Report to Stockholders for the fiscal year that ended December 31,
1999, including financial statements, is being furnished with this Proxy
Statement to stockholders of record as of May 10, 2000. 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, 2001. 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 10, 2000
10
<PAGE>
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
15, 2000, 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 six(6) 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 Raksriaksorn,
Suwan Panyapas, Dharmnoon Prachuabmoh and Pong Chewananth.
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:_________, 2000 -------------------------------------
(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.
