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COSTA RICA INTERNATIONAL , INC.
2525 S.W. 3RD AVENUE, SUITE 301
MIAMI, FLORIDA 33129
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FRIDAY, MARCH 21, 1997, AT 10:00 A.M.
AT
HYATT CORAL GABLES HOTEL
50 ALHAMBRA PLAZA
CORAL GABLES, FLORIDA 33134
The Annual Meeting of Stockholders ("the Meeting") of Costa Rica
International, Inc., a Nevada corporation, will be held on March 21, 1997, at
10:00 a.m., local prevailing time, at the Hyatt Coral Gables Hotel, 50 Alhambra
Plaza, Venecia Meeting Room, Coral Gables, Florida 33134, to consider and vote
upon:
1. The election of directors to serve until the Annual Meeting of Stockholders
to be held in 1998, and until their successors are duly elected and qualified.
2. A proposal to ratify the selection of KPMG Peat Marwick, as the Company's
independent auditors for the fiscal year ending September 30, 1997.
3. Any other matters that may properly come before the Meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on January 31, 1997,
as the date for determining stockholders of record entitled to notice of and to
vote at the Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT, PLEASE
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT AS SOON AS POSSIBLE IN THE
ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. The
affirmative vote of at least a majority of all the shares voting at the Meeting
in person or by proxy is sufficient for the approval of Proposals One and Two.
You are cordially invited to attend the Meeting in person. If you attend the
Meeting and wish to vote in person, your proxy can be revoked at any time before
it is voted.
By Order of the Board of Directors,
Monica Chaves Zamora
Secretary
March 3, 1997
<PAGE>
COSTA RICA INTERNATIONAL , INC.
2525 S.W. 3rd Avenue, Suite 301
Miami, Florida 33129
PROXY STATEMENT
Annual Meeting of Stockholders to be held on
Friday, March 21, 1997 at 10:00 A.M.
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of Costa Rica
International, Inc. (the "Company") for use at the Annual Meeting of
Stockholders (the "Meeting") to be held on March 21, 1997, and is revocable at
any time prior to its exercise. In addition to solicitation by mail, proxies may
be solicited by officers, directors, and regular employees of the Company
personally or by telephone or telegraph. The cost of soliciting proxies will be
borne by the Company and may include reasonable out-of-pocket expenses in
forwarding proxy materials to beneficial owners. This proxy material is being
sent to stockholders on or about March 3, 1997.
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on January 31, 1997, are
entitled to notice of and to vote at the Meeting. As of the close of business on
that date, there were outstanding and entitled to vote 19,809,396 shares of
Common Stock, $.001 par value ("Common Stock"), each of which is entitled to one
vote.
The presence, in person or by proxy, of stockholders entitled to cast a
majority of all votes entitled to be cast at the meeting shall constitute a
quorum. The affirmative vote of at least a majority of all the shares voted at
the Meeting is sufficient for the approval of Proposals One and Two described on
the preceding page. An abstention or broker non-vote is not included in
calculating votes cast for purposes of the Proposals. The Company designates an
individual to serve as the Inspector of Elections for purposes of tallying
shares voted. The Inspector of Elections will be present at the Meeting.
ITEM ONE
ELECTION OF DIRECTORS
The Board proposes the election of the seven directors named below, each
director to hold office until the next Annual Meeting of Stockholders and until
the election and qualification of a successor. The persons named in the enclosed
proxy will vote all properly executed proxies for the election of the nominees
named below unless authority to vote is withheld. In the event any of the
nominees is unable to serve, the persons named in the proxy may vote for such
substitute nominee or nominees as they, in their discretion, shall determine.
The Board of Directors has no reason to believe that any nominee named herein
will be unable to serve as a director.
2
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The following table sets forth certain information concerning the nominees
for election.
NOMINEES FOR ELECTION
Nominees for Election as Directors
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________
Name and Age Director Occupation
Since
____________________________________________________________________________________________________________
<S> <C> <C>
Oscar Barahona Streber, 82 1996 Attorney; Comptroller of Subsidiary
_____________________________________________________________________________________________________________
Calixto Chaves Zamora, 51 1996 President and Chief Executive Officer of the
Company and President of the Subsidiary;
President of Aero Costa Rica, S.A.
_____________________________________________________________________________________________________________
Luis Guinot, Jr., 61 -- Member, Shapiro and Olander
_____________________________________________________________________________________________________________
Luis J. Lauredo, 47 1996 Director of International Consulting Group for
Greenberg Traurig; Owner of Occidental
Aviation
_____________________________________________________________________________________________________________
Jorge M. Quesada Chaves, 47 1996 Chief Financial Officer and Treasurer of the
Company; Chief Executive Officer of the
Subsidiary
_____________________________________________________________________________________________________________
Federico Vargas Peralta, 63 1996 Professor of Economics and Social Sciences at
the University of Costa Rica; Director of the
Subsidiary
_____________________________________________________________________________________________________________
Alfred E. Smith, IV, 44 1994 Partner at CMJ Partners
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
</TABLE>
Vote Required
The affirmative vote of at least a majority of the shares represented at
the meeting in person or by proxy is required for the election of the directors.
The Board of Directors recommends a vote FOR each of the nominees.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors has an Audit Committee and a Compensation Committee.
The Board of Directors does not have a Nominating Committee.
The functions of the Audit Committee include: review of the scope of audits
and the results of such audits; review of accounting policies and adequacy of
internal controls; review of the fees paid to, and the scope of services
provided by, the independent auditors; and recommending selection of the
independent auditors.
The Compensation Committee considers and makes recommendations to the Board
of Directors with respect to matters relating to executive compensation, and
considers and recommends stock issuances pursuant to the Company's stock
compensation plans.
3
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During the fiscal year ended September 30, 1996, the Board of Directors met
four (4) times, the Audit Committee did not meet, and the Compensation Committee
met two (2) times. Each director attended all meetings of the Board of Directors
and committees of the Board on which he served, except Alfred E. Smith, IV who
did not attend any Board meetings.
Employee Directors receive no additional compensation for service on the
Board of Directors of the Company but receive $325 per month for service on the
Board of Directors of Corporaci n Pipasa, S.A., the Company's subsidiary
("Pipasa"). Outside Directors receive no compensation from the Company as such
during this period except as indicated below. However, outside Directors of
Pipasa receive $625 per month for service on the Board of Directors of Pipasa.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth the number of shares of the Company's $.001 par
value common stock beneficially owned by (i) each person who, as of September
30, 1996, was known by the Company to own beneficially more than five percent
(5%) of its common stock, (ii) the individual Directors of the Company, and
(iii) the Officers and Directors of the Company as a group. As of September 30,
1996, there were 19,559,396 common shares issued and outstanding.
Beneficial Ownership
---------------------------------------------
Name & Address Amount & Nature Percent of
of Beneficial Owner of Beneficial Ownership Class
- ------------------- ----------------------- -----
Calixto Chaves Zamora 5,979,945(3) 30.6%
Suite 301, 2525 S.W. 3rd Avenue
Miami, Florida 33129
Oscar Barahona Streber -0- -0-
APDO. 22-4005
Belen, Heredia
Costa Rica
Federico Vargas Peralta -0- -0-
APDO. 22-4005
Belen, Heredia
Costa Rica
Jorge M. Quesada Chaves 156,885(4) 0.8%
APDO. 22-4005
Belen, Heredia
Costa Rica
Luis J. Lauredo -0- -0-
APDO. 22-4005
Belen, Heredia
Costa Rica
James K. Isenhour 625,000(5) 3.2%
1111 S.W. 17th Street
Ocala, Florida 34474
Alfred E. Smith, IV(6) -0- -0-
20 Broad Street, 16th Floor
New York, New York 10005
Teresa Chaves Zamora(7) 156,885 0.8%
APDO. 22-4005
Belen, Heredia
Costa Rica
Jose Zamora Viquez (8) 156,885 0.8%
APDO. 22-4005
Belen, Heredia
Costa Rica
Monica Chaves Zamora (9) 400,000 2.0%
Suite 301, 2525 S.W. 3rd Avenue
Miami, Florida 33129
All directors and officers
as a group (10 persons) 7,475,600 38.2%
4
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(1) All ownership is beneficial and of record except as specifically indicated
otherwise.
(2) Beneficial owners listed above have sole voting and investment power with
respect to the shares shown unless otherwise indicated.
(3) Includes 2,044,145 shares owned of record by Mr. Chaves, 2,500,000 shares
owned of record by Inversiones Leytor, a company owned by Mr. Chaves, a
total of 539,800 shares owned of record by Mr. Chaves' wife, and 896,000
shares owned of record by OCC, S.A., which is owned by Mr. Chaves and his
wife. The son of Mr. and Mrs. Chaves owns 837,971 shares, and the daughter
of Mr. and Mrs. Chaves owns 400,000 shares, each for which Mr. Chaves and
his wife disclaim any beneficial ownership.
(4) The wife and son of Mr. Quesada control Jorgue, S.A., which owns 156,885
shares and for which Mr. Quesada may be deemed to have beneficial
ownership.
(5) Mr. Isenhour owns no shares of record but controls Seacoast Electric, which
is a shareholder of the Company. His daughter, Taylar Isenhour, owns
66,667 shares, for which he disclaims any beneficial ownership.
(6) In May, 1994, Alfred E. Smith, IV received warrants to purchase 50,000
common shares of the Company at $.50 per share for a period of five years.
In August, 1995, the original warrants were cancelled and Mr. Smith
received warrants to purchase a total of 100,000 common shares of the
Company at $.10 per share for a period of five years. Subsequent to
September 30, 1996, all of these warrants have been exercised.
(7) Inversiones Wytaicha, S.A. owns 156,885 common shares of record. This is a
company owned equally by Ms. Chaves, an officer of Corporaci n Pipasa,
S.A., and her husband. She is a sister of Mr. Chaves, who disclaims any
beneficial ownership to these shares.
(8) Inversiones Zamora & Aguilar, a company owned by Mr. Zamora and his wife.
He is an officer of Corporaci n Pipasa, S.A., and a brother-in-law of Mr.
Chaves and owns 156,885 common shares of record. Mr. Chaves disclaims any
beneficial ownership to these shares.
(9) Owned of record by Ms. Chaves, who is the daughter of Mr. Chaves. Mr.
Chaves disclaims any beneficial ownership to these shares.
EXECUTIVE OFFICERS
Information concerning executive officers and other significant employees
can be found in Part I of the Company's Transition Report on Form 10-KSB filed
for the transition period from July 1, 1996 to September 30, 1996.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on the Company's review of copies of reporting forms received by it,
the Company believes that during the preceding twelve months, all applicable
filing requirements were complied with.
5
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EXECUTIVE COMPENSATION
The following table sets forth for the Company's last three fiscal years,
the cash compensation paid or accrued by the Company's subsidiary, as well as
certain other compensation paid or accrued for those years, to its Chief
Executive Officer and other executive officers whose remuneration exceeded
$100,000 for the fiscal year ended September 30, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------- ------------------------------------------------
Awards Payouts
-------------- ------------------------------
Salary Other Annual Restricted All LTIP
Name and Compensation ($)(2) Bonus($) Comp.($)(3) Stock Award Other/Options
Principal Position Year ------------------- -------- ----------- SARS(#) Payouts
- ------------------ ---- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Calixto 1996 97,859(1) 3,900 1,344,111
Chaves 1995 94,976 3,900 247,822
Zamora 1994 78,466 3,900 256,423
Chairman
Jorge Quesada 1996 66,631 3,900 64,625
Chaves 1995 64,667 3,900 20,119
Treasurer 1994 59,030 3,900 9,891
</TABLE>
(1) All compensation was paid in Costa Rican colones, rather than U.S. dollars.
For the purposes of this presentation, all compensation has been converted
to U.S. dollars at the then current exchange rate for Costa Rican colones.
(2) Represents Directors' fees payable for acting as a Director of Pipasa.
(3) Represents dividends paid on common and preferred stock of Pipasa
throughout the year.
ITEM TWO
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors desires to obtain from the stockholders their
approval of the Board of Directors' actions in appointing KPMG Peat Marwick,
Certified Public Accountants, as independent auditors of the Company for the
fiscal year ending September 30, 1997.
KPMG Peat Marwick has served the Company in such capacity since February 3,
1997 when the Company formally dismissed T. Alan Walls, CPA as its principal
accountant to audit its financial statements during the preceding fiscal year.
In the past two years, the accountant's report did not contain an adverse
opinion or disclaimer of opinion, and was not modified as to uncertainty, audit
scope or accounting principles. The Company had no disagreements with its former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the former accountant's satisfaction, would have caused him to make reference to
such subject in connection with his report. The decision to change accountants
was approved by the Board of Directors of the Company on January 16, 1997.
Mr. Walls furnished a letter to the Commission stating that he agrees with
the statements made in the foregoing paragraph.
6
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The Company has been informed that neither KPMG Peat Marwick nor any of its
partners has any direct financial interest or any material indirect financial
interest in the Company and during the past three years has had no connection
therewith in the capacity of promoter, underwriter, voting trustee, director,
officer or employee.
A representative of KPMG Peat Marwick is expected to be present at the
Meeting with the opportunity to make a statement, if such representative so
desires, and to be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy material for
the Annual Meeting of Stockholders to be held in 1998 must be received in
writing by the Company on or before October 5, 1997. The inclusion of any
proposal will be subject to applicable rules of the Securities and Exchange
Commission.
REPORT ON FORM 10-K
The Company's Report on Form 10-KSB for the transaction period ended
September 30, 1996, as filed with the Securities and Exchange Commission, is
enclosed herewith. Additional copies are available to shareholders without
charge on written request directed to Monica Chaves Zamora, Secretary, Costa
Rica International, Inc., 2525 S.W. 3rd Avenue, Suite 301, Miami, Florida 33129.
OTHER MATTERS
Management knows of no other business to be presented for action at the
Meeting, but if any other business should properly come before the Meeting, it
is intended that the proxies will be voted in accordance with the best judgment
of the persons acting thereunder in their discretion.
By Order of the Board of Directors,
Monica Chaves Zamora
Secretary
March 3, 1997
7
<PAGE>
SOLICITED BY THE BOARD OF DIRECTORS
COSTA RICA INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
MARCH 21, 1997
P
R
O
X
Y
The undersigned stockholder of Costa Rica International, Inc. (the
"Company") hereby appoints Jorge Quesada Chaves and Calixto Chaves Zamora
and each of them acting singly, with power of substitution, the attorneys
and proxies of the undersigned and authorizes them to represent and vote on
behalf of the undersigned as designated all of the shares of capital stock
of the Company that the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held on March 21, 1997, and at
any adjournment or postponement of such meeting for the purposes identified
on the reverse side of this proxy and with discretionary authority as to
any other matters that may properly come before the Annual Meeting,
including substitute nominees, if any of the named nominees for Director
should be unavailable to serve for election in accordance with and as
described in the Notice of Annual Meeting of Stockholders and Proxy
Statement. This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If this proxy is returned
without direction being given, this proxy will be voted For proposals 1 and
2.
(IMPORTANT-TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE>
/X/ Please mark
votes as in
this example.
The Board of Directors recommends a vote FOR proposals 1 and 2.
1. Election of Directors MARK HERE FOR MARK
ADDRESS CHANGE HERE FOR
AND NOTE BELOW / / COMMENTS / /
Nominees: Oscar Barahona Streber, Calixto Chaves Zamora, Luis Guinot, Jr.,
Luis J. Lauredo, Jorge M. Quesada Chaves, Federico Vargas
Peralta, Alfred E. Smith, IV
FOR ALL NOMINEES WITHHOLD
LISTED ABOVE / / AUTHORITY TO VOTE
FOR ALL NOMINEES
LISTED ABOVE / /
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S): / /
2. Ratification of Appointment of K.PMG Peat Marwick, Certified Public
Accountants, as independent auditors of the Company for the fiscal year
ending September, 30, 1997.
FOR RATIFICATION / / WITHHOLD AUTHORITY TO
VOTE FOR RATIFICATION / /
Please sign exactly as your name appears on stock certificate. If acting
as attorney executor, trustee, guardian, or in other representative capacity,
sign name and title. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person. If held jointly, both parties must sign
and date.
PLEASE MARK, SIGN,
DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature:___________________ Date:______
Signature:___________________ Date:_______
