October 1999
Dear Shareholder:
Enclosed is the notice for the Twenty-sixth Annual Shareholders Meeting of
Kavilco Incorporated being held November 6, 1999. Also enclosed are a proxy and
a postage paid envelope for your convenience in returning your vote.
The purpose for this Annual Meeting is the election of three directors for a
three year term expiring in 2002, 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. Your proxy can be voted if for some reason you are not able
to attend the meeting. 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.
By completing and returning the enclosed proxy, you will authorize Laird Jones,
Louis A. Thompson and Melanie Locklear, a majority of them or any of them acting
alone in the absence of 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 personally present .
If you do not want to appoint the individuals named in the proxy card to act as
your proxy (that is to vote your shares for you) you may, as provided in the
by-laws, appoint someone else to act as your proxy by giving such person a
written authorization to vote your shares of stock on your behalf at the annual
meeting. Nominations for all candidates to the Board of Directors must be made
at the Annual Shareholders Meeting.
Management does not 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 Financial 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-sixth Annual Meeting of the Shareholders of KAVILCO INCORPORATED
being held at the Ted Ferry Civic Center, Ketchikan, Alaska, on November 6,
1999.
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 6, 1999,
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: Dr. Jeane Breinig,
Ramona Hamar, and Rosemarie Trambitas.
By Order of the Board of Directors of Kavilco Incorporated
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 6, 1999, 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, 600 University Street, Suite 3010, Seattle, Washington
98101. The approximate mailing date of these proxy materials being October 6,
1999, 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 6, 1999, are
entitled to vote at the annual meeting. On that date, there were 11,396.83
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 6, 1999, 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:
Dr. Jeane Breinig
Ramona Hamar
Rosemarie Trambitas
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 bedesignated by the present Board of
Directors.
<PAGE>
COMPENSATION OF OFFICERS AND DIRECTORS
All cash compensation paid by the Company for the year ended December 31, 1998,
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
(A) (B) (C)
Name of Individual Capacities Cash
or Number in Group Which Served Compensation
------------------ ------------ ------------
Louis A. Thompson Chief Executive $ 79,890.72
Officer, President
and Director
Scott Burns Chief Financial $ 91,995.28
Officer
All the executive
officers as a group
(2 persons) $ 171,886.00
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 PricewaterhouseCoopers as independent public
accountants of the Company is 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 PricewaterhouseCoopers 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>
Outstanding Shares and Beneficial Ownership
On the Record Date, there were 11,396.83 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 6, 1999:
<TABLE>
- -------------------------- ------ ------------------- ----------- ----------- ---------------------- --------------------
Name Age Positions & Term Director Principal Occupation Amount & Nature of
Offices with the Office as Since & Employment During Beneficial
Company Director Past Five Years Ownership/% of
Expires Class A at 10/6/99
- -------------------------- ------ ------------------- ----------- -------- ---------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Louis A. Thompson 63 President/CEO 2001 1972 Chief Executive 100 .87%
Chairman Director Officer
Louis Jones, Sr. 61 Director/Vice 2000 1979 Chief Engineer Dept. 100 .87%
President Of Marine Hwy,
St. of AK
John Campbell 30 Director/ 2000 1994 Student,, 162 1.42%
Secretary Self-employed
Dr. Jeane Breinig 44 Director 1999 1993 Univ. Of AK, English 140 1.22%
Professor
Kenneth Gordon 39 Director 2000 1994 Casino employee 100 .87%
Ramona Hamar 56 Director 1999 1973 Office Manager 150 1.31%
Laird A. Jones 44 Director 2001 1994 Exec. Director, St. 100 .87%
Of AK, Dept. of
Fish & Game
Melanie Locklear 30 Director 2001 1997 Graphic Designer 100 .87%
Rosemarie Trambitas 59 Director 1999 1978 Culinary 100 .87%
Scott Burns 53 Chief Financial Chief Financial -0- -0-%
Officer Officer for Kavilco
All Directors & Officers 1,052 9.23%
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 six regular bimonthly meetings for the year ended
December 31, 1998.
<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 2000 annual
meeting must be received by the Company at its business office, 600 University
Street, Suite 3010, Seattle, Washington 98101, on or before August 1, 2000.
By Order of the Board of Directors
/s/Louis A. Thompson
Louis A. Thompson,
President
Seattle, Washington
October 6, 1999
<PAGE>
KAVILCO INCORPORATED
PROXY SOLICITED BY BOARD OF DIRECTORS
TWENTY-SIXTH ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 6, 1999
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.
Choose either (A) or (B).
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 2001. The undersigned hereby appoints
Laird Jones, Louis A. Thompson and Melanie Locklear, 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 2001.
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
---------------------------------------------------------------------
Dr. Jeane Breinig X 3
------------------ ------------------
Ramona Hamar X 3
------------------ ------------------
Rosemarie Trambitas X 3
------------------ ------------------
(2) To vote on the selection PricewaterhouseCoopers as the independent public
accountants of the Corporation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
You must vote on item (2),
either FOR, AGAINST,
or 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.
Complete all appropriate
information
Number of shares Dated , 1999
---------------------- ------------
X
Name: -------------------------------------------------------
CLASS: # OF SHARES: Sign here as name appears of left
IMPORTANT: Executors, Administrators, Trustees,
Guardians, should so indicate.
