THE COEUR D'ALENES COMPANY
PO Box 2610
Spokane, Washington
99220-2610
Notice of Annual Meeting of Shareholders
to be held February 12, 1999
TO THE SHAREHOLDERS OF THE COEUR D'ALENES COMPANY
The Annual Meeting of the Shareholders of The Coeur
d'Alenes Company, an Idaho corporation ("Cd'A" or the
"Company"), will be held on Friday, February 12, 1999,
at 1:30 p.m. Pacific Standard Time at the offices of
the Company, 3900 E. Broadway, Spokane WA, (the "Annual
Meeting"), for the following purposes:
1. To elect five directors to hold office until the
next Annual Meeting of Shareholders and until their
respective successors have been elected or appointed.
2. To consider and vote upon a proposal to approve the
appointment of BDO Seidman as independent certified
public accountants of the Company for fiscal 1999.
3. To transact such other business as may properly
come before the Annual Meeting and any adjournments
thereof.
The close of business on December 28, 1998, has been
designated as the record date for the determination of
Shareholders entitled to notice and to vote at the
Annual Meeting or any adjournments thereof.
By order of the Board of Directors
Spokane, Washington
January 15, 1999
Arlene Coulson
Secretary
YOUR VOTE IS IMPORTANT
The Board of Directors has nominated five persons for
election as directors, all of whom currently act as
directors of the Company. If a quorum is present at
the Annual Meeting, a plurality of the shares present
is necessary for the election of directors and a
majority of the shares present is necessary for the
approval of the appointment of independent public
accountants. We consider the vote of each Shareholder
important, whatever the number of shares held. Please
sign, date and return your proxy in the enclosed
envelope at your earliest convenience. The prompt
return of your proxy will save expense to your Company.
The cost of solicitation will be borne by the Company.
The Board of Directors solicits the execution and
prompt return of the accompanying proxy.
THE COEUR D'ALENES COMPANY
PO Box 2610
Spokane, Washington
99220-2610
PROXY STATEMENT
Proxies, Solicitation and Voting
This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of proxies
in the accompanying form to be used at the Annual
Meeting of Shareholders on February 12, 1999. It was
mailed to shareholders on or about January 15, 1999.
Properly executed and dated proxies received will be
voted in accordance with instructions thereon. If no
instructions are given with respect to the matters to
be acted upon, the shares represented by the proxy will
be voted for the election of the nominees for directors
designated below, for the approval of the appointment
of BDO Seidman as the independent certified public
accountants of The Coeur d'Alenes Company ("Cd'A" or
the "Company") and, as to any other business that comes
before the meeting, in the manner deemed in the best
interests of the Company by the persons named in the
proxy.
Shareholders may vote in person or by proxy. A
shareholder giving a proxy may revoke it at any time
before it is exercised by filing with the Secretary of
the Company an instrument of revocation or a duly
executed proxy bearing a later date. A proxy may also
be revoked by attending the Annual Meeting of
Shareholders and voting in person. Attendance at the
Annual Meeting of Shareholders will not in and of
itself constitute the revocation of a proxy.
As of the record date, December 28, 1998, the Company
had outstanding and entitled to vote 5,348,735 shares
of Common Stock, each of which is entitled to one vote
on each matter to be voted on at the meeting. The
Articles of Incorporation of the Company state that
shareholders are not entitled to exercise cumulative
voting rights for the election of directors.
Proposal No. 1 ELECTION OF DIRECTORS
The Board of Directors of the Company will be comprised
of five members. The names, ages, business experience
during the past five years and positions of the
nominees for directors are set forth below. All
directors serve until the next annual meeting of the
Company's shareholders and until their successors are
elected and qualified or until their earlier
resignation, removal or death. Officers are appointed
annually by the Board of Directors at the
organizational meeting of the directors following the
annual meeting of shareholders. There are no
arrangements or understandings between any nominee and
any other nominee pursuant to which the nominee is
listed below.
NOMINEES FOR DIRECTORS
NAME AGE POSITION TERM
SERVED
Jimmie T.G. Coulson 65 Director, Jan. 1976
6302 S. Corkery Rd. President, Jan. 1982
Spokane WA 99223 CEO Jan. 1982
Marilyn A. Schroeder 47 Director, Dec. 1991
N. 15406 Lloyd Lane Treasurer, Jan. 1982
Mead WA 99021 CFO Jan. 1982
Vice-Pres May. 1998
Wendell J. Satre 80 Director Mar. 1989
39 West 33rd
Spokane WA 99203
Robert P. Shanewise M.D. 77 Director Mar. 1989
921 West Comstock Ct.
Spokane WA 99203
Lawrence A. Stanley 70 Director Feb. 1997
311 West 32nd Avenue
Spokane WA 99203
Mr. Coulson has been a director of Cd'A since January
1976 and President and Chief Executive Officer of Cd'A
since January 1982. Mr. Coulson also is a Director of
Inland Northwest Bank, a Washington state-chartered
commercial bank. He is a member of the Steel Service
Center Institute Planning and Policy committee and a
past Director of Spokane Area Economic Development.
Mr. Satre has been a Director of Cd'A since March 1989.
He is a retired Chairman and CEO of Washington Water
Power. He also is a Director and Chairman of Output
Technology Corporation, and a Director of Key Tronic
Corporation where he served as acting President from
August 1991 to March 1992.
Ms. Schroeder has been Treasurer and Chief Financial
Officer of Cd'A since January 1982 and has been a
Director of Cd'A since December 1991. She also is a
member of the Board of Directors of Associated
Industries of the Inland Northwest and a member of the
Steel Service Center Institute Management Information
Committee.
Dr. Shanewise has been a Director of Cd'A since March
1989. Dr. Shanewise has been an orthopedic surgeon for
Orthopedic Associates, Inc., from 1955 to present. He
also was a Director of Conjecture from 1979 to February
1993 and President of Conjecture from 1987 to the
merger date of February 2, 1993. Dr. Shanewise is the
owner of Moran Vista Assisted Living Facility.
Lawrence A. Stanley is currently CEO of Empire Bolt and
Screw, Inc.; a Director of Washington Water Power
Company; Output Technology Corporation, a manufacturer
of high speed printers for industry; and CXT, Inc. a
prestressed concrete manufacturer. He is past Chairman
of the Association of Washington Businesses and the
Spokane Area Chamber of Commerce.
The directors recommend a vote in favor of the
nomination of these directors.
COMPENSATION OF EXECUTIVE OFFICERS
Executive Officers of the Company
The following information is provided about the
Company's present executive officers.
NAME AGE POSITION & TERM
SERVED
2/12/99
Jimmie T.G. Coulson 65 Director since
January 1976
President and CEO
since January 1982
Marilyn A. Schroeder 47 Director since
December 1991
Treasurer and CFO
since Jan. 1982.
Vice-President since
May 1998
Lawrence A. Coulson 40 General Manager of
Stock Steel since
Oct. 1986
Vice President of
Stock Steel since
January 1990
Joel E. Simpson 41 Vice President since
August 1995
General Manager CdA
Ind Fab since
Nov. 1993
COMPENSATION
Reference is made to the Form 10-KSB for the fiscal
year ended September 1998, Item 10, which is
incorporated by reference herein.
OTHER TRANSACTIONS
Compensation of Directors
Directors who are not officers of the Company are paid
$400 for each regular meeting attended, $200 for each
special meeting attended and $200 for all committee
meetings not held in conjunction with a full Board
Meeting.
Committees of the Board of Directors
The following is a list of standing committees and
members of each:
NO. MEETINGS FYE
COMMITTEE MEMBERS SEPTEMBER 1997
EXECUTIVE * Jimmie Coulson
0
Wendell J. Satre
Robert P. Shanewise
Lawrence A. Stanley
AUDIT * Lawrence A. Stanley 1
Robert P. Shanewise
Wendell J. Satre
COMPENSATION * Robert P. Shanewise 1
Lawrence A. Stanley
Wendell J. Satre
NOMINATING * Wendell J. Satre 1
Lawrence A. Stanley
Jimmie T. G. Coulson
Robert P. Shanewise
* Committee Chairperson
The duties of the Committee are as follows:
Executive Committee. The Executive Committee shall
have the full authority of the Board of Directors to
take action upon such matters as may be referred to the
Committee by the Board of Directors.
Audit Committee. The Audit Committee meets with the
independent public accountants at least annually to
review financial data and address issues relevant to
the operation of the Company.
Compensation Committee. The Compensation Committee
receives and considers recommendations from the chief
executive officer for salaries and other forms of
compensation for the executive officers and makes
recommendations to the Board of Directors on these
matters.
Nominating Committee. The responsibilities of the
Nominating Committee include recommending persons to
act as directors, preparing for and recommending
replacements for any vacancies in director positions
during the year, and initial review of policy issues
regarding the size and composition of the Board of
Directors.
There were four regularly scheduled Board meetings
during the fiscal year ended September 26, 1998. Four
directors were in attendance at all meetings, including
Committee meetings. One director attended three of the
four regular meetings and all appropriate committee
meetings.
Filing Requirements
With respect to the Company's most recent fiscal year,
the records of the Company indicate that the directors
and executive officers have filed all required Forms 3,
4 and 5 on a timely basis.
SECURITY OWNERSHIP AND CERTAIN
BENEFICIAL OWNERSHIP OF MANAGEMENT
Reference is made to the Form 10-KSB for the fiscal
year ended September 26, 1998, Item 11, which is
incorporated by reference herein.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
During October, 1993, the Company purchased the real
estate occupied by the steel distribution business and
sold convertible debentures in a private placement in
order to raise the down payment. The offering was for
$250,000 with $200,000 being used for the down payment
and $50,000 being used to purchase computer hardware.
The debentures were due on October 31, 1998 but the
initial term has been extended for one year through
October 30, 1999. The interest rate during the initial
term was 9-1/4% but has been reduced to 8-3/4% for the
period of the extension. The debentures are secured by
a second lien on the real estate. The debenture allows
the holder to convert in whole or in part after October
31, 1994. The initial conversion price was $.125 per
share of Cd'A Common Stock. On November 1 in each of
1995, 1996 and 1997, the conversion price was increased
by an amount equal to 20% of the initial conversion
price. The conversion price during the one year period
of the extension is $.28 per share. As of December
1997 $122,000 of the debentures have converted into
976,000 shares of CdA common stock. The Company may,
at its option, call any or all of the outstanding
debentures for redemption. Reference is made to the
form 10-KSB for the fiscal year ended September 26,
1998, Item 2, which is incorporated by reference
herein.
The following is a list of debenture holders as of
December 31, 1998
AMOUNT OF
NAME RELATIONSHIP DEBENTURE
Robert Shanewise, M.D. Director $50,000
CINV Partnership of $15,000
Jimmie Coulson
and sons,
Lawrence Coulson
And David Coulson
Harry and Ruth Yost Parents of Arlene $50,000
Coulson, a
Beneficial Owner
of more than 5%
of outstanding
common stock
The Estate of $13,000
Dorothy A. Harney Estate of deceased
mother of
Marilyn Schroeder,
a Director and CFO
Proposal No. 2 SELECTION OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
BDO Seidman has examined the financial statements of
the Company starting with the fiscal year ended
September 27, 1997 through fiscal year ended September
26, 1998. The directors recommend that their
appointment for fiscal 1998, (the period ending
September 25, 1999) be approved by the shareholders.
If a majority of the shares present at the meeting
fails to approve the appointment of BDO Seidman as
independent certified public accounts, the Board of
Directors will consider the selection of another
accounting firm. A representative of BDO Seidman is
not expected to be present at the annual meeting of
shareholders. Therefore BDO Seidman will not have the
opportunity to make a statement or respond to
questions.
SHAREHOLDERS' PROPOSALS FOR
2000 ANNUAL MEETING
Proposals of shareholders intended to be presented at
the 2000 Annual Meeting of Shareholders should be
submitted by certified mail, return receipt requested
and must be received by the Company at its headquarters
in Spokane, Washington on or before September 1, 1999
to be eligible for inclusion in the Company's proxy
statements and form of proxy card relating to that
meeting.
FORM 10-KSB FOR THE YEAR ENDED
SEPTEMBER 26, 1998
A copy of the Annual Report on Form 10-KSB for the year
ended September 26, 1998 which was filed with the
Securities & Exchange Commission has been included with
this proxy statement. Because of the expense
associated with producing and mailing, the Exhibits
have been omitted. Reference is made to the Form 10-
KSB, Part IV, Item 13 (List of Exhibits) which is
incorporated herein by reference. A copy of the
exhibits as filed with the Securities and Exchange
Commission, will be sent to shareholders upon request
and upon payment of a reasonable charge. Requests
should be made to:
The Coeur d'Alenes Company
Attn: Arlene Coulson
PO Box 2610
Spokane WA 99220-2610
Reference is made to the Form 10-KSB for the fiscal
year ended September 1998, Item 2 (Description of
Property) Item 10 (Compensation of executive officers),
Item 11 (Security Ownership of Certain Beneficial
Ownership and Management) and Item 13 (List of
Exhibits) which is incorporated herein by reference.
OTHER MATTERS TO COME BEFORE
THE MEETING
No other matters are intended to be brought before the
meeting by the Company nor does the Company know of any
matters to be brought before the meeting by others.
If, however, any other matters properly come before the
meeting, the persons named in the proxy will vote the
shares represented thereby in accordance with their
judgment on any such matters.
By order of the Board of Directors
Arlene Coulson, Secretary
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