SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
/ / Definitive Proxy Statement Commission Only (as permitted)
/ / Soliciting Material Pursuant to Section by Rule 14a-6(e)(2))
240.14a-11(c) or Section 240.14a-12
Kavilco Incorporated
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
October 1997
Dear Shareholder:
Enclosed is the notice for the Twenty-fourth Annual Meeting of Shareholders of
Kavilco Incorporated being held on November 1, 1997. Also enclosed are a proxy
card and a postage paid envelope for your convenience in returning your vote.
Along with this information, we have enclosed a copy of the most recent audited
financial statements for the period ended December 31, 1996.
The meeting will be at the Westmark Cape Fox Lodge, Ketchikan, Alaska, beginning
at 1:00 p.m. You are cordially invited to attend.
The purpose for this Twenty-fourth Annual Meeting is the elections of three
directors for a three year term expiring in 2000, or until their successors are
elected and qualified; and to vote on the independent public accountants of the
Corporation.
The bylaws of the Corporation state that persons holding at least a majority of
the total number of shares of outstanding common stock entitled to vote, must be
present either in person or by proxy to establish a quorum at the meeting.
Conducting business will begin when a quorum is established.
All Shareholders should complete and mail their proxy even if they plan to
attend the meeting. If for some reason you are unable to attend the meeting,
your proxy can be voted.
The enclosed proxy provides you two options for voting. The first option
authorizes Rosemarie Trambitas, Ramona Hamar, or Jeane Breinig, a majority of
them or any of them acting alone without others, to vote your shares for you. As
your proxy, you are authorizing them to vote all of your shares with all the
powers you would have if you were present. The second option you would
specifically direct how you want your shares voted.
Pursuant to Section 14(c) of the Securities and Exchange Act of 1934, any proxy
and accompanying materials solicited must first be submitted to the Securities
and Exchange Commission for review.
Management does no know of any other matters requiring action at the meeting
other than the election of directors.
The other members of the Board of Directors and I encourage you to take an
interest in the affairs of Kavilco Incorporated. We urge you to attend the
Annual Meeting if possible, and to vote, either in person or by proxy.
Sincerely,
/s/ Louis A. Thompson
- - ----------------------
Louis A. Thompson
President/Chief Executive Officer
<PAGE>
K A V I L C O I N C O R P O R A T E D
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Twenty-fourth Annual Meeting of the Shareholders of KAVILCO INCORPORATED
being held at the Westmark Cape Fox Lodge, 800 Venetia Avenue, Ketchikan, Alaska
on November 1, 1997.
Registration will begin at 11:00 a.m. and end at 12:00 noon.
The meeting will begin at 1:00 p.m.
The meeting is for the following purposes:
1. To elect three (3) directors of the corporation in the first class.
2. To approve independent public accountants.
3. To transact any other business that may properly come before the meeting or
any adjournment thereof.
Only the Shareholders of record, at the close of business on October 1, 1997,
are entitled to vote at this meeting. The stock transfer records of the
Corporation closed on that date.
Shareholders should promptly complete, sign and return the enclosed proxy in the
enclosed postage paid envelope.
All Shareholders should complete and return the enclosed proxy card even if they
plan to attend the meeting. If you do attend the meeting and wish to vote in
person, you may do so even though you have previously signed and mailed a proxy.
The following are the current directors up for re-election: John Campbell,
Kenneth Gordon, and Louis Jones, Sr.
By Order of the Board of Directors of
Kavilco Incorporated
/s/ John Campbell
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John Campbell
Secretary
<PAGE>
KAVILCO INCORPORATED
PROXY STATEMENT
This proxy statement furnished accompanying the solicitation of proxies by the
Board of Directors of Kavilco, Incorporated (the "Company"), for use at the
annual meeting of stockholders being held November 1, 1997, and any adjournments
thereof. Stockholders who execute and return proxies may revoke them at any time
before voting by notifying Scott Burns, the Chief Financial Officer of the
Company. The complete mailing address of the business office of the Company is
Kavilco Incorporated, Suite 3010, 600 University Street, Seattle, Washington
98101. The approximate mailing date of these proxy materials being October 1,
1997, but proxies may also be solicited personally, by telephone, by employees,
officers, and agents of the Company. All costs of solicitation of the proxies
are borne by the Company.
Only stockholders of record at the close of business on October 1, 1997, are
entitled to vote at the annual meeting. On that date, there were 11,596.83
shares of Class A (voting) stock of the Company outstanding. Each stockholder is
entitled to one (1) vote for each share owned and may vote the total number of
his/her shares for as many persons as there are directors being elected.
Alternatively, stockholders are entitled to cumulative voting and may give a
nominee as many votes as equal to the number of directors to be elected
multiplied by the number of shares owned. Also, stockholders may allocate these
votes on the same principle among any number of nominees. The management, as of
October 1, 1997, knows of no person to be the beneficial owner of more than five
percent (5%) of the outstanding stock of the Company.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the business of the Company is managed by
a Board consisting of nine (9) directors. The Bylaws further provide for three
(3) year terms of office. The election of directors is staggered so that only
three (3) directors are elected each year. The Board of Directors recommends the
election of the three nominees listed below, all of who are presently Board
members, to serve a three (3) year term and until their successors are elected
and qualified. Unless otherwise instructed, the proxy holders will vote proxies
received by them for these nominees. In the event any nominee should not be
available for election, the discretionary authority provided in the proxy will
be exercised to vote for such other person(s) as may be designated by the
present Board of Directors:
John Campbell
Kenneth Gordon
Louis Jones, Sr.
<PAGE>
Outstanding Shares and Beneficial Ownership
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On the Record Date, there were 11,596.83 shares of Class A Stock of the
Company outstanding.
The following table shows the beneficial ownership of the officers and
Directors of the Company, individually and as a group, of Class A Stock as of
October 1, 1997:
<TABLE>
<CAPTION>
Name Age Positions & Term Director Principal Amount & Nature of
Offices with the Office as Since Occupation & Beneficial
Company Director Employment During Ownership/% of Class
Expires Past Five Years A at 10/1/97
- - --------------------- ------- ------------------- ----------- ----------- -------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Louis A. Thompson 61 President/CEO 1998 1972 Field Operations 100 .86%
Chairman Director Manager in AK for
Kavilco
Louis Jones, Sr. 59 Director/Vice 1997 1979 Dept. Of Marine 100 .86%
President Hwy, St. of AK
John Campbell 28 Director/ 1997 1994 Student 162 1.40%
Secretary Self-employed
Dr. Jeane Breinig 42 Director 1999 1993 Univ. Of AK, 140 1.21%
English Professor
Kenneth Gordon 37 Director 1997 1994 Self-employed 100 .86%
Ramona Hamar 54 Director 1999 1973 Dental Assist. 120 1.03%
Laird Jones 42 Director 1998 1994 Exec. Director, 100 .86%
St. Of AK, Dept.
of Fish & Game
Melanie Locklear 28 Director 1998 1997 Insructor 100 .86%
Rosemarie Trambitas 57 Director 1999 1978 Culinary 100 .86%
NEW BOARD MEMBER
Scott Burns 51 Chief Financial Chief Financial -0- -0-%
Officer Officer for Kavilco
All Directors & 1,022 8.80%
Officers as a Group
(10 persons)
</TABLE>
The Securities and Exchange Commission defines family relationships as directors
and officers that are members of the same household. Accordingly, there are no
family relationships between any of the directors or executive officers of the
Company.
The Company does not have an auditing, nominating or compensation committee.
The Board of Directors held five regular bimonthly meetings for the year ended
December 31, 1996.
<PAGE>
COMPENSATION OF OFFICERS AND DIRECTORS
All cash compensation paid by the Company for the year ended December 31, 1996,
to each of the five most highly paid executive Officers, whose cash compensation
exceeds $60,000.00, and to all executive officers as a group, is as shown in the
following table:
Cash Compensation Table
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(A) (B) (C)
Name of Individual Capacities Cash
or Number in Group Which Served Compensation
------------------ ------------ ------------
Louis A. Thompson Chief Executive $ 76,788.48
Officer, President
and Director
Scott Burns Chief Financial $ 80,252.88
Officer
All the executive
officer as a group
(2 persons) $157,041.36
Compensation Pursuant to Plans
The Company has a retirement plan for its employees that is a defined
contribution plan with annual contribution being equal to 20% of the
participant's salary.
Compensation of Directors
The Company's directors receive fees, per diem and reimbursement for expenses
for attending meetings. Several directors also participate in a Company medical
insurance program.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The approval of the selection of Price Waterhouse as independent public
accountants of the Company voted on at the annual meeting. Shareholders are
asked to approve this selection. Unless the proxy holders are instructed
otherwise, proxies will vote for the selection of Price Waterhouse as
independent public accountants. If this selection is not approved, the Board of
Directors intends to take the matter under advisement. Price Waterhouse has
acted as the Company's independent pubic accountants since March 18, 1988. No
representative of Price Waterhouse is expected to be present at the annual
meeting.
Professional services consisted of issuing an opinion on audited financial
statements and assisting in SEC and tax matters.
<PAGE>
OTHER MATTERS
The Board of Directors knows of no matters, other than those mentioned in the
proxy, to be brought before the meeting. However, if other matters do properly
come before the meeting, it is the intention of the proxy holders to vote
proxies according to their best judgment.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 1998 annual
meeting must be received by the Company at its business office, One Union
Square, Suite 3010, 600 University Street, Seattle, Washington 98101, on or
before August 1, 1998.
By Order of the Board of Directors
/s/ Louis A. Thompson
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Louis A. Thompson,
President
Seattle, Washington
October 1, 1997
<PAGE>
SAMPLE
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KAVILCO INCORPORATED
PROXY SOLICITED BY BOARD OF DIRECTORS
TWENTY-FOURTH ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 1, 1997
As to matters 1 and 2
below, discretionary authority is hereby
granted as to any such matter as to which no
choice is indicated. Discretionary authority
is hereby granted as to any other matters
that may lawfully come before the meeting.
Management knows of no other matters to be
Choose either (A) or (B). considered by the Shareholders.
CHECK BOX (A) OR (B)
(1) (A) [ ] TO VOTE DISCRETIONARY for the
election of three Nominees as set
forth in the Board of Directors'
Proxy Statement for the three-year
terms ending in 2000. The
undersigned hereby appoints Jeane
Breinig, Ramona Hamar, and
Rosemarie Trambitas, or any of
them, Proxies for the undersigned
to vote on their behalf.
If you choose (A) your shares
will be voted by the three
appointed Directors at their
discretion.
(B) [ ] TO VOTE DIRECTED in the manner
set forth below for the election of
the Nominees below for the Board of
Directors of the Corporation for
three-year terms ending in 2000.
If you choose (B) you need to
specify who the Directors will be voting for.
Nominee Number of Shares X 3
= Number of Votes Cast
John Campbell X 3
Kenneth Gordon X 3
Louis Jones, Sr. X 3
You must vote on item (2),
either FOR, AGAINST, or
ABSTAIN
(2) To vote on the selection Price
Waterhouse as the independent
public accountants of the
Corporation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The foregoing proposals are made by
the Board of Directors and the Proxy is
solicited by the Board of Directors and will
be voted as specified.
PLEASE SIGN, DATE AND RETURN THIS PROXY
PROMPTLY IN THE POSTAGE PAID ENVELOPE
PROVIDED.
Number of shares
----------------
Dated , 1997
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Complete all appropriate
information X
--------------------------------------------
Sign here as name appears of left.
IMPORTANT: Executors, Administrators,
Trustees, Guardians, should so indicate.
<PAGE>
KAVILCO INCORPORATED
PROXY SOLICITED BY BOARD OF DIRECTORS
TWENTY-FOURTH ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 1, 1997
As to matters 1 and 2, discretionary authority is hereby granted to any
such matter as to which no choice is indicated. Discretionary authority is
hereby granted as to any other matters that may lawfully come before the
meeting. Management knows of no other matters to be considered by the
Shareholders.
CHECK BOX (A) OR (B)
(1)
(A) [ ] TO VOTE DISCRETIONARY for the election of three Nominees as
set forth in the Board of Directors' Proxy Statement for the
three-year terms ending in 2000. The undersigned hereby appoints
Rosemarie Trambitas, Ramona Hamar, and Jeane Breinig, or any of
them, Proxies for the undersigned to vote on their behalf.
(B) [ ] TO VOTE DIRECTED in the manner set forth below for the
election of the Nominees below for the Board of Directors of the
Corporation for three-year terms ending in 2000.
Nominee Number of Shares X 3 = Number of Votes Cast
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John Campbell X 3
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Kenneth Gordon X 3
------------------ ------------------
Louis Jones, Sr. X 3
------------------ ------------------
(2) To vote on the selection Price Waterhouse as the independent public
accountants of the Corporation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The foregoing proposals are made by the Board of Directors and the Proxy is
solicited by the Board of Directors and will be voted as specified.
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE POSTAGE PAID ENVELOPE
PROVIDED.
Number of shares Dated , 1997
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X
Name: -------------------------------------------------------
CLASS: # OF SHARES: Sign here as name appears of left
IMPORTANT: Executors, Administrators, Trustees,
Guardians, should so indicate.
