WINTER SPORTS, INC.
P.O. BOX 1400
WHITEFISH MONTANA 59937
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 13, 1998
The annual meeting of the shareholders of Winter Sports, Inc. will be held
at The Big Mountain in the Alpine Lodge Building, approximately 8 miles North of
Whitefish, Montana, on Tuesday, October 13, 1998 at 5:45 p.m. for the following
purposes:
1. To elect a board of nine directors to serve until the next annual
meeting of shareholders and until their successors are duly elected and
qualified.
2. To consider and vote upon a proposal to amend the Articles of
Incorporation to limit the liability of directors and officers and to require
the Company to indemnify directors, officers and employees to the fullest extent
permitted by applicable law.
3. To ratify the selection of independent public accountants.
4. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The board of directors has fixed the close of business on September 1, 1998
as the record date for determining those shareholders who shall be entitled to
notice of, and to vote at, the annual meeting and any adjournments thereof.
Nominees for directors are set forth in the enclosed Proxy Statement.
We urge you to mark, sign, date and return the proxy enclosed with this
notice at your earliest convenience. If you attend the meeting, you may, if you
so desire, revoke your proxy and vote in person.
By order of the Board of Directors
Dated at Whitefish, Montana
September 15, 1998
Sandra K. Unger
Corporate Secretary
WINTER SPORTS, INC.
P. O. BOX 1400
WHITEFISH MT 59937
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 13, 1998
The proxy accompanying this Proxy Statement is solicited by the board of
directors of Winter Sports, Inc. (the `Company'') for use at the annual meeting
of shareholders to be held on Tuesday, October 13, 1998 at 5:45 p.m. local time,
in the Alpine Lodge Building, Big Mountain Ski Resort, and any adjournment
thereof. All properly executed and returned proxies will be voted in accordance
with the instructions specified thereon. Unless otherwise directed, it will be
voted (i) for election of all of the nominees for election to the Company's
board of directors, with the votes evenly distributed among the nominees listed
in this Proxy Statement, (ii) for approval of the amendment to the Articles of
Incorporation to limit the liability of directors and officers and to indemnify
directors, officers and employees to the fullest extent permitted by law, and
(iii) for ratification of the selection of Jordahl & Sliter as the Company's
independent accountants. If other matters come before the meeting, it will be
voted in accordance with the best judgment of the persons named as proxies.
Execution of a proxy will not in any way affect a shareholder's right to attend
the meeting or prevent voting in person. A proxy is revocable at any time
before it is exercised by notifying the secretary of the Company in writing at
the address shown above.
Only shareholders of record at the close of business on September 1, 1998
are entitled to notice of and to vote at the annual meeting of shareholders.
Shareholders who withhold or abstain from voting and broker non-votes are
counted for purposes determining the presence or absence of a quorum.
The approximate date on which this Proxy Statement and the accompanying
proxy were first sent to shareholders was September 15, 1998.
ELECTION OF DIRECTORS
A board of directors consisting of nine directors will be elected at the
annual meeting, and will hold office until the next annual meeting of the
shareholders and until their successors are elected and qualified.
INFORMATION ABOUT DIRECTORS AND NOMINEES FOR ELECTION
The names and ages of nominees, the years they became directors, their
principal occupations for the past five years and certain other information are
as follows:
CHARLES R. ABELL, age 59, has been a director since 1992. He has been
president/CEO of the Whitefish Credit Union, Whitefish, Montana since 1967 and
is a Whitefish native. He is a business graduate of the University of Montana
with emphasis on marketing and finance. Mr. Abell is a past member of the
Whitefish City County Planning Board, Flathead Basin Commission and Lakeshore
Preservation Committee. He is past chairman of the Whitefish School Board,
North Valley Hospital Board and Rotary Club president. He presently serves as a
member of the Whitefish Chamber of Commerce and also serves as a director of Big
Mountain Development Corporation.
BRIAN T.(TIM) GRATTAN, age 60, has been a director since 1981. He has
owned and managed a real estate development company in Whitefish, Montana since
1971, and is the developer and a general partner of Grouse Mountain Lodge in
Whitefish. He is past chairman of the board of the Montana Chamber of Commerce,
a director of Big Mountain Development Corporation, a director of Big Mountain
Resort Association and general manager of Big Mountain Sewer District.
DENNIS L. GREEN, age 51, has been a director since 1986 and is Chair of the
Board of Directors. He has been the president of Dasen Company and Flathead
County Title Company since 1986, and president and general manager of Budget
Finance since 1975. He is chapter chairman of the Northwest Chapter of the
American Red Cross, president of Montana Consumer Finance Association and is a
director and vice president of Big Mountain Development Corporation, and a
director of Big Mountain Resort Association. Mr. Green is the past owner and
president of Imperial Dry Cleaners, Inc. of Kalispell, Montana, past president
of Evergreen Bancorporation and a former director of First National Bank of
Whitefish and First National Bank of Eureka.
CHARLES P. GRENIER, age 49, has been a director since 1997. He has been an
executive vice president of Plum Creek Timber Company, L.P., of Columbia Falls,
Montana, since 1994, and served as its Vice President - Rocky Mountain Region
from 1989 until 1994. Mr. Grenier is a director of Plum Creek Timber Company,
L.P. and also serves on the board of the University of Montana Foundation, APA -
The Engineered Wood Association, and the Montana Nature Conservancy.
JERRY J. JAMES, age 51, has been a director since 1997. He has been the
president of First Interstate Bancsystem of Montana, Inc. from 1992 to the
present. He previously served as executive vice president of First Interstate
Bank of Wyoming from 1985 until 1992. Mr. James serves as a board member for
the Montana Bankers Association, Big Brothers/Sisters, the Whitefish Rotary Club
and the Bulldog Booster Club.
MICHAEL T. JENSON, age 50, has been a director since 1995. He has been the
owner of the Whitefish Gallery and Jenson Studio in Whitefish, Montana, for 23
years and currently serves as Mayor for the City of Whitefish. Mr. Jenson
previously served as a member of the board of directors of Flathead Valley
Community College, and is a past member of the Whitefish City/County Planning
and Zoning Board.
DARREL R.(BILL) MARTIN, age 74, has been a director since 1957. He is the
president of Manions, a lease and rental company in Kalispell, Montana. He
served as executive director of Flathead Convention and Visitors Association in
the Flathead Valley from September, 1987 until August, 1993 and previously
served as president and chairman of Winter Sports, Inc. He serves as a director
of Glacier Bancorp, Inc., a bank holding company, and Glacier Bank, its
operating bank subsidiary. Mr. Martin also serves as a director of Big Mountain
Development Corporation.
MICHAEL J. MULDOWN, age 53, has been a director since 1993. He has owned
and managed the Allstate Insurance Agency in Whitefish, Montana since May, 1990.
Mr. Muldown is a director and officer of the Outpost Bar, Inc. and is a
Whitefish native, former ski patrolman and avid skier.
CALVIN S. ROBINSON, age 78, has been a director since 1983. He is of
counsel with the law firm of Crowley, Haughey, Hanson, Toole & Dietrich,
P.L.L.P. (formerly Murphy, Robinson, Heckathorn and Phillips, P.C.). He was a
partner of that firm from 1951 until 1990. Mr. Robinson is a Fellow of the
American College of Trust and Estate Counsel and a member of the board of
directors of Semitool, Inc. Mr. Robinson is a former member of the board of
Montana Environmental Quality Council, the board of the Montana Chamber of
Commerce, the Montana Board of Housing, the State Board of Education, Board of
Regents and the Montana Revenue Estimating Council.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS OF THE COMPANY.
CUMULATIVE VOTING; USE OF PROXIES
In voting for directors, a shareholder is entitled to nine votes for each
share of common stock held. A shareholder may cast votes evenly for all
directors, may accumulate such votes and cast them all for one nominee or
distribute votes among two or more nominees. Each director is elected by a
plurality of the votes cast with respect to the election of such director. Any
shares not voted (whether by abstention, broker non-vote or vote withheld) are
not counted as votes cast for or against the nominees and will be excluded from
the vote.
The proxy which accompanies this Proxy Statement provides for the following
three methods of voting:
1. If you check the box `FOR ALL NOMINEES'' your votes will be evenly
distributed among the nominees listed below.
2. If you check the box `WITHHOLD VOTES FROM ALL NOMINEES'' your
shares will not be voted in the election of directors; however,
your shares will be counted toward a quorum and will be voted on
any other business that may properly come before the meeting in
the discretion of the proxy holders.
3. If you check the box `WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL
NOMINEES''and strike out the name of one or more of the nine nominees,
your votes will be evenly cast for remaining nominees. For example,
if you own 100 shares and you check this box, striking out the
names of two nominees, your 900 votes would be evenly distributed
among the other seven nominees.
If you wish to cast or accumulate your votes in a manner other than one of
the three methods described above, you must attend the meeting in person or
designate some other person to act as your proxy BY USE OF A WRITTEN PROXY OTHER
THAN THE PROXY WHICH IS ENCLOSED WITH THIS PROXY STATEMENT.
The Company's By-Laws provide that nominations for election to the board of
directors may be made by the board of directors, by a nominating committee
appointed by the board of directors, or by any shareholder entitled to vote for
the election of directors. Nominations other than those made by the board of
directors or its nominating committee are to be in writing and must be delivered
or mailed to the president of the Company not less than fifteen (15) days, nor
more than fifty (50) days, prior to the annual meeting of shareholders. If any
of the nominees become unavailable for election for any presently unforeseen
reason, the discretionary authority provided in the proxy will be exercised to
vote for any alternate nominee who may be designated by the board of directors.
BOARD MEETINGS
During the fiscal year ended May 31, 1998, the board of directors held 10
meetings. During their term in office all directors attended 75% or more of the
total number of the meetings of the board of directors and all committees of the
board of directors on which a director served, with the exception of Calvin S.
Robinson, Darrel R. (Bill) Martin, Brian T. (Tim) Grattan, Dennis L. Green and
Jerry J. James.
BOARD COMMITTEES
The Audit Committee members are Charles R. Abell, Dennis L. Green, Brian T.
(Tim) Grattan, Jerry J. James and Michael T. Jenson. Michael J. Collins, Thomas
E. Cullen and Joann M. Gould also attended audit committee meetings. The Audit
Committee held seven meetings during the fiscal year ended May 31, 1998.
Functions of the Audit Committee include annually recommending an independent
auditor, and receiving and reviewing the reports submitted by them. The Audit
Committee also determines the duties and responsibilities of the internal
accounting staff, and receives and reviews reports submitted by the internal
staff.
The Compensation Committee members are Dennis L. Green, Michael J. Muldown,
Calvin S. Robinson, Charles P. Grenier and Darrel R. (Bill) Martin. Functions
of the Compensation Committee include negotiations and approval of executive
employment agreements and periodic executive performance evaluations. During
fiscal year 1998, no meetings were held by the Compensation Committee.
Members of the Executive Committee are Dennis Green, Darrel R. (Bill)
Martin, Michael T. Jenson and Brian T. (Tim) Grattan on October 15, 1997. The
Executive Committee held three meetings during the fiscal year ended May 31,
1998.
The board of directors does not maintain a nominating committee.
Shareholders may submit nominations for the board of directors by making such
nominations in writing to be delivered or mailed to the president of the
Company, not less than fifteen (15) days nor more than fifty (50) days prior to
the annual meeting of shareholders.
DIRECTORS COMPENSATION
Directors who are not employees of the Company received an annual fee of
$6,500 during fiscal year 1998. Directors are paid on a pro rata basis for the
months they serve as a director of the Company during each fiscal year.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The only voting securities of the Company are shares of common stock, of
which there were 1,008,368 shares outstanding as of September 1, 1998. Each
share is entitled to one vote, except that cumulative voting is permitted in the
election of directors.
To the Company's knowledge, the following were the only beneficial owners
of 5% or more of the outstanding common stock of the Company as of September 1,
1998. Except as otherwise specified, each named beneficial owner has sole
voting and investment power with respect to the shares set forth opposite his
name.
SHARES OF PERCENTAGE OF
NAME AND ADDRESS COMMON STOCK SHARES OUTSTANDING
- - ---------------- ------------ ------------------
Dennis L. Green
P. O. Box 22
Kalispell MT 59903 226,110 (1) 22.4%
Richard A. Dasen and
Susan D. Dasen
400 West Valley Drive
Kalispell MT 59901 223,895 (2) 22.2%
Budget Finance
P. O. Box 22
Kalispell MT 59903 223,602 (1)(2) 22.2%
Jerome T. Broussard
P. O. Box 428
Whitefish MT 59937 86,964 8.6%
Michael J. Collins
P. O. Box 4026
Whitefish MT 59937 61,810 (3) 6.0%
Darrel R. Martin and
Patricia E. Martin
1429 Highway 2 West
Kalispell MT 59901 50,053 5.0%
(1) Mr. Green owns 1,421 shares and shares investment and voting power with
respect 738 shares held by a Trust of which Mr. Green is a Co-Trustee. Mr.
Green also shares investment and voting power with respect to 223,602 shares
owned by Budget Finance, a wholly owned subsidiary of Dasen Company. Mr. Green
is a stockholder, a director and president of Dasen Company and is president of
Budget Finance. Also includes 349 shares held by a son.
(2) Mr. and Mrs. Dasen own 293 shares directly and share investment and voting
power with respect to 223,602 shares owned by Budget Finance, a wholly owned
subsidiary of Dasen Company. Mr. and Mrs. Dasen are the controlling
shareholders of Dasen Company.
(3) Includes 18,000 shares subject to options granted to Mr. Collins pursuant
to an employment agreement. See `Compensation of Executive Officers -
Employment Agreements.''
OWNERSHIP OF MANAGEMENT
The following table sets forth as of September 1, 1998 as to the number of
shares of common stock owned by (i) each director and nominee, (ii) the
executive officers named in the Summary Compensation Table and (iii) all
directors and executive officers named in the Summary Compensation Table as a
group. Except as otherwise specified, each named beneficial owner has sole
voting and investment power with respect to the shares set forth opposite his
name.
AMOUNT & NATURE
OF BENEFICIAL
OWNERSHIP AS OF % OF SHARES
NAME OF BENEFICIAL OWNER SEPTEMBER 1, 1998 OUTSTANDING
- - ------------------------ ----------------- -----------
Charles R. Abell 13,804 1.4%
Brian T. (Tim) Grattan 13,793 1.4%
Dennis L. Green 226,110 (1) 22.4%
Charles P. Grenier 1,000 *
Jerry J. James 100 *
Michael T. Jenson 19,822 (2) 2.0%
Darrel R. (Bill) Martin 50,053 5.0%
Michael J. Muldown 2,800 *
Calvin S. Robinson 691 *
Michael J. Collins 61,810 (3) 6.0%
All directors and executive
officers as a group (10 persons) 390,002 38.0%
* Less than 1%
(1) Mr. Green directly owns 1,421 shares and shares investment and voting power
with respect to 223,602 shares which are owned by Budget Finance, a wholly-owned
subsidiary of Dasen Company. Mr. Green is a stockholder, a director and
president of Dasen Company and is president of Budget Finance. Mr. Green also
shares investment and voting power with respect to 738 shares held by a Trust of
which Mr. Green is Co-Trustee. Also includes 349 shares owned by a son.
(2) Mr. Jenson shares voting power with respect to 19,754 shares held in a
Trust.
(3) Includes 18,000 shares subject to options granted to Mr. Collins pursuant
to an employment agreement. See `Compensation of Executive Officers-Employment
Agreement.''
OFFICERS OF THE COMPANY
MICHAEL J. COLLINS, age 46, was appointed president and chief executive
officer of the Company in August, 1988. Mr. Collins was formerly employed in
the planning and construction of the Nakiska Ski Area, Calgary, Alberta, as well
as serving as venue manager of operations during the 1988 Winter Olympics. Prior
to Calgary, Mr. Collins worked for the Aspen Ski Corporation as an area planner
and construction manager. Mr. Collins currently serves on the board of the
Flathead Convention and Visitors Association. Mr. Collins also serves as
president of Big Mountain Water Company, president of Big Mountain Sewer
District, president of Kintla Lodge Owners Association, secretary of Big
Mountain Resort Association and is president and chairman of the board of Big
Mountain Development Corporation. From 1992 until 1994 Mr. Collins was on the
Advisory Council for the Federal Reserve Bank, Ninth District, in Minneapolis,
Minnesota.
MICHELE REESE, age 48, was hired as executive vice president of guest
services, marketing and communications in December, 1997. Ms. Reese served as
senior vice president of marketing and sales for the Disneyland Resort in
Anaheim, California from 1994 until 1997 and served as executive vice president
of marketing and sales at Universal Studios Hollywood from 1993 until 1994. Ms.
Reese is the owner and president of Beargrass Marketing of Whitefish, Montana,
and worked as a consultant for the Company in 1994. She is vice chairman of the
TIA Foundation, a member of the USA Marketing Counsel and was named as a
commissioner of the California Tourism Marketing Council in 1997.
THOMAS E. CULLEN, age 39, was elected treasurer of the Company in October,
1996 and serves as manager of finance and development for Winter Sports, Inc.
and real estate accountant for Big Mountain Development Corporation. From 1989
until 1993, Mr. Cullen served as the controller for Applied Information
Services, Inc. of Whitefish, Montana, an electronic publishing company. Mr.
Cullen also serves as treasurer of Big Mountain Development Corporation,
treasurer of Big Mountain Resort Reservations, secretary-treasurer of Big
Mountain Water Company and is a member of the board of Kintla Owners
Association.
JOANN M. GOULD, age 40, was appointed controller of the company in October,
1996, and is manager of General Accounting. She served as staff accountant from
1989 until 1994. From 1987 until 1989 Ms. Gould was employed as a senior
internal auditor for Western Farm Credit Banks of Sacramento, California. Ms.
Gould has been a director and treasurer of Summit House Restaurant & Bar, Inc.
since 1993 and is a member of the board of Kintla Lodge Owners Association. She
is a 1983 graduate of the University of Montana and is a member of the American
Institute of CPA's, the Montana Society of CPA's, Institute of Internal
Auditors, as well as a member and past secretary of the Sacramento chapter of
the Institute of Management Accountants. Ms. Gould is serving on the board of
directors of Leadership Flathead for 1998-1999.
SANDRA K. UNGER, age 57, was appointed corporate secretary in October,
1996, and is manager of corporate administration. She served as assistant
corporate secretary from 1985 until 1996 and has been an employee of The Big
Mountain since 1962. Mrs. Unger is a director and secretary of Summit House
Restaurant & Bar, Inc., a member of the board of directors of the Whitefish
Credit Union, and previously served as secretary of Big Mountain Sewer District.
All officers are elected at the annual meeting of the board of directors
immediately following the annual meeting of shareholders and serve at the
pleasure of the board of directors. However, the Company has entered into
employment agreements with Mr. Collins and Ms. Reese, which are described under
`Compensation of Executive Officers - Employee Agreements'' below.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years the Company's chief
executive officer. No other officers serving at the end of fiscal year 1998
received compensation exceeding $100,000.
SUMMARY COMPENSATION TABLE
--------------------------
LONG-TERM
COMPENSATION AWARDS
-------------------
NAME AND FISCAL COMPENSATION OPTIONS
PRINCIPAL POSITION YEAR SALARY ($)(1) (IN SHARES)
- - ------------------ ---- ------------- -----------
Michael J. Collins 1998 $105,007 -0-
President and Chief 1997 $103,606 -0-
Executive Officer 1996 $102,248 6,000 (2)
(1) Includes amounts paid pursuant to the Company's 401-K Retirement Plan.
(2) Options to purchase shares of common stock pursuant to a prior Employment
Agreement.
EMPLOYMENT AGREEMENTS
MICHAEL J. COLLINS -- The Company entered into an employment agreement
effective August 1, 1996 with Michael J. Collins for a term of employment ending
on July 31, 2000, pursuant to which he serves as the Company's president and
general manager. In addition to providing for an annual salary, the employment
agreement provides for a performance based cash bonus. The performance criteria
for awarding a bonus is determined by a formula based upon the Company's income
before taxes in each fiscal year. No cash bonus was awarded for fiscal year
ended May 31, 1998. The Company may terminate his agreement and is required to
pay six months salary in the event of termination.
MICHELE REESE -- The Company entered into an employment agreement effective
December 22, 1997 with Michele Reese for a term of employment ending on December
21, 2000, pursuant to which she serves as the Company's vice president of
marketing, guest services and communications. In addition to providing for an
annual salary, the employment agreement provides for a performance based cash
bonus based upon certain criteria in financial, planning and staff management in
each employment year. No cash bonus was awarded for fiscal year ended May 31,
1998. The Company may terminate her agreement and is required to pay six months
salary in the event of termination.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has a building space lease and management agreement with Summit
House Restaurant & Bar, Inc. for operation of the lounge area in the Summit
House building located at The Big Mountain. Sandra K. Unger and Joann M. Gould,
officers of the Company, serve as directors and officers of Summit House
Restaurant & Bar, Inc.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
Company's common stock, to file with the Securities and Exchange Commission
(`SEC'') initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Officers, directors
and greater than 10% shareholders are required by the SEC regulation to furnish
the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company or advice that no filings were required, during the
last fiscal year all officers, directors and greater than 10% beneficial owners
have complied with the Section 16(a) filing requirements with the exception of
one late filing with respect to one transaction by Charles P. Grenier.
PROPOSAL TO AMEND ARTICLES OF INCORPORATION
The proposed amendment to the Company's Articles of Incorporation is
intended to implement provisions of the Montana Business Corporation Act which
permits Montana corporations to indemnify directors, officers and employees who
are made party to a legal proceeding because they were a director, officer or
employee of the corporation. As amended, the Articles of Incorporation would
require such indemnification `to the fullest extent permitted by applicable
law.'' The proposed amendment would provide a clear and unconditional right to
indemnification for all expense, liability and loss (including attorneys' fees)
incurred by any of the Company's directors, officers or employees in connection
with any legal, regulatory or other proceeding (including, to the extent
permitted by law, any derivative action) by reason of the fact that such person
is or was serving as a director, officer or employee of the Company if the
director, officer or employee was (i) acting in good faith, (ii) reasonably
believed that his conduct was in the Company's best interest (for acts on behalf
of the Company), (iii) reasonably believed that his conduct was not opposed to
the Company's best interest (for acts other than on behalf of the Company), and
(iv) in the case of a criminal proceeding, had no reasonable cause to believe
that his conduct was unlawful. Indemnity would not be provided in any legal
proceeding brought by the Company or on its behalf, such as a shareholder
derivative suit, in which the director, officer or employee was adjudged liable
to the Company, or in any other proceeding in which it is adjudged that the
director, officer or employee received an improper personal benefit.
The proposed amendment would replace the current provision in the Company's
Articles of Incorporation, which provides that every director, officer and
employee who is made a party to a legal proceeding because they were a director,
officer or employee of the Company is entitled to indemnity for all expenses and
liability (including attorney's fees) incurred in the legal proceeding
(including attorney's fees), unless the director, officer or employee is
adjudged guilty of willful misfeasance or malfeasance in the performance of his
duties. Under the current provision, if the legal proceeding is settled prior
to judgment, the indemnification would apply only if the Board of Directors
approves the settlement and indemnification as being in the best interest of the
Company.
The proposed amendment would also implement provisions of the Montana
Business Corporation Act which permits a Montana corporation to limit the
personal liability of directors and officers to the corporation and its
shareholders. The amendment would not protect directors from liability for
(i) any financial benefit received by a director to which the director was not
entitled, (ii) intentional infliction of harm on the Company or its
shareholders, (iii) approving certain dividends or other distributions to
shareholders contrary to law, or (iv) an intentional violation of criminal law.
If an officer acts (i) in good faith, (ii) with the care an ordinarily prudent
person in a similar position would exercise under similar circumstances and
(iii) in a manner in which the officer reasonably believes to be in the best
interest of the Company, the officer would have no liability.
The Company's Articles of Incorporation of do not now contain any
provisions limiting the personal liability of directors or officers.
The result of the proposed amendment is that a director would not be liable
(including in derivative actions) to the Company or its shareholders for
breaches of duties of care or loyalty, including for gross negligence and
neglect of business decisions, unless the director breached one of the statutory
exceptions listed above. Consequently, the directors have a personal interest
in seeing the proposed amendment to the Articles of Incorporation approved.
The Company has not received notice of any proceeding to which the proposed
amendments to the Articles of Incorporation might apply. In addition, the
amendments are not being proposed in response to any specific resignation,
threatened resignation or refusal to serve by any director, officer or employee
of the Company.
The proposed amendment to the Articles of Incorporation is included as
Exhibit A to this Proxy Statement. Approval of the amendment requires a
favorable vote by the holders of a majority of the shares of common stock
represented at the meeting. Any shares represented at the meeting but not voted
(whether by abstention, broker non-vote, or votes withheld) have the effect of
being a vote against the proposed amendment.
BECAUSE OF ITS PERSONAL INTEREST IN THIS PROPOSAL, THE BOARD OF
DIRECTORS MAKES NO RECOMMENDATION AS TO HOW YOU SHOULD VOTE.
INDEPENDENT AUDITORS
The Company's Board of Directors appointed Jordahl & Sliter to serve as the
Company's independent public accountants for the fiscal year ended May 31, 1999.
Jordahl & Sliter has served since 1980 in that capacity. A resolution will be
presented at the Annual Meeting to ratify the appointment by the Company's board
of directors of Jordahl & Sliter to serve as the Company's independent public
accounts for the current fiscal year. A majority vote is required for
ratification. If the shareholders do not ratify the selection of Jordahl &
Sliter, it will not preclude the Board of Directors from retaining them to serve
as the Company's independent public accountants for the current fiscal year. A
representative of Jordahl & Sliter will be present at the annual meeting and
will have an opportunity to make a statement if he or she desires, and to
respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE IN FAVOR OF THE APPOINTMENT OF JORDAHL & SLITER AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 1999.
OTHER BUSINESS
As of the date of this Proxy Statement, management knows of no other
business to be presented at the meeting. However, if any other matters properly
come before the meeting, it is the intention of the proxy holders to vote or
refrain from voting in their discretion.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended May 31, 1998,
including audited financial statements, is being distributed with this Proxy
Statement. Shareholders not receiving a copy of the 1998 Annual Report may
obtain one by writing or calling Sandra Unger, Secretary of Winter Sports, Inc.,
P. O. Box 1400, Whitefish, MT 59937. Telephone (406) 862-1900.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Shareholders wishing to submit proposals for inclusion in the Company's
Proxy Statement for the 1999 annual meeting of shareholders must submit such
proposals so as to be received by the Company at The Big Mountain Ski Resort, P.
O. Box 1400, Whitefish, Montana 59937, on or before May 3, 1999.
PROXY SOLICITATION EXPENSES
The cost of soliciting proxies, including the cost of preparing and mailing
proxy materials, will be borne by the Company. The solicitation of the proxies
will be made by mail, and may be made by the officers, directors or other
employees of the Company without special compensation. Brokers, custodian and
other similar persons will be reimbursed for reasonable expenses incurred in
sending proxy materials to beneficial owners of the Company's common stock.
GENERAL
It is important that all proxies be forwarded promptly in order that a
quorum may be present at the meeting. Whether or not you contemplate attending
the meeting in person, we urge you to sign, date and mail the accompanying proxy
AT YOUR EARLIEST CONVENIENCE. If you attend the meeting, you may, if you so
desire, revoke your proxy and vote in person.
By order of the Board of Directors
Dated at Whitefish, Montana
September 15, 1998 Sandra K. Unger
Corporate Secretary
WINTER SPORTS, INC.
P. O. BOX 1400
WHITEFISH, MONTANA 59937
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint Darrel R. (Bill) Martin, Calvin S. Robinson
and Brian T. (Tim) Grattan, and each of them as proxies, each with full power of
substitution, to represent and vote for and on behalf of the undersigned the
number of shares of common stock of Winter Sports, Inc. that the undersigned
would be entitled to vote if personally present at the annual meeting of
shareholders to be held October 13, 1998, and at any adjournment thereof. The
undersigned directs that this proxy be voted as follows:
1. Election of Directors (check only one box):
[ ] FOR ALL NOMINEES listed below
[ ] WITHHOLD VOTES FROM ALL NOMINEES
[ ] WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL NOMINEES. Cross out or
strike out the name(s) of the nominee(s) you do not want to vote for. Your
votes will be evenly distributed among the other nominees.
NOMINEES:
- - --------
Charles R. Abell Charles P. Grenier Darrel R.(Bill) Martin
Brian T. (Tim) Grattan Jerry J. James Michael J. Muldown
Dennis L. Green Michael T. Jenson Calvin S. Robinson
If no specification is made, a vote for all nominees will be entered and will be
evenly distributed among such nominees. IF YOU WISH TO CAST OR ACCUMULATE YOUR
VOTES IN A MANNER NOT PROVIDED FOR ON THIS PROXY, YOU MUST ATTEND THE MEETING IN
PERSON OR APPOINT SOME OTHER PERSON TO ACT AS YOUR PROXY BY USE OF A WRITTEN
PROXY OTHER THAN THIS PROXY.
2. To approve an amendment to the Articles of Incorporation to require
indemnification of directors, officers and employees and limit the liability of
all directors and officers.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To ratify the selection of Jordahl & Sliter as independent public
accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. At their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting.
The undersigned ratifies all that said proxies or their substitutes may
lawfully do by virtue thereof. The undersigned hereby revokes any proxy or
proxies heretofore given for such shares.
Date: , 1998
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Signature
Signature if held jointly
IMPORTANT: Please date and sign your name exactly as it appears on this Proxy.
If stock is held jointly, both persons should sign. Persons signing in a
representative capacity should give their title.
EXHIBIT A
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
OF
WINTER SPORTS, INC.
Article III, Section I is hereby repealed. Article IX is hereby adopted,
to read as follows:
ARTICLE IX
A. To the fullest extend permitted by applicable law, the corporation
shall indemnify any director, officer or employee who is made a party to any
legal, regulatory or other proceeding because he or she is or was a director,
officer or employee of the corporation.
B. No director shall be liable to the corporation or its shareholders for
any actions taken or any failure to take any action, as a director, except
liability for:
(1) the amount of a financial benefit received by a director to
which the director is not entitled;
(2) an intentional infliction of harm on the corporation or the
shareholders;
(3) a violation of MCA 35-1-713; and
(4) an intentional violation of criminal law.
C. No officer shall be liable to the corporation or its shareholders if
the officer acts:
(1) in good faith
(2) with the care an ordinary prudent person in a similar position
would exercise under similar circumstance; and
(3) in a manner the officer reasonably believes to be in the best
