THE COEUR D'ALENES COMPANY
PO Box 2610
Spokane, Washington
99220-2610
Notice of Annual Meeting of Shareholders
to be held February 12, 2001
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
Monday, February 12, 2001 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 2001.
3. To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
The close of business on December 31, 2000, 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 13, 2001 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, 2001. It
was mailed to shareholders on or about January 13, 2001. 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 31, 2000, the Company had outstanding
and entitled to vote 5,342,164 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 67 Director, Jan. 1976
6302 S. Corkery Ext. Rd. President, Jan. 1982
Spokane WA 99223 CEO Jan. 1982
Marilyn A. Schroeder 49 Director, Dec. 1991
N. 15406 Lloyd Lane Treasurer, Jan. 1982
Mead WA 99021 CFO Jan. 1982
Vice-President May 1998
Wendell J. Satre 82 Director Mar. 1989
2822 E Snowberry Lane
Spokane WA 99223
Robert P. Shanewise, M.D. 79 Director Mar. 1989
921 West Comstock Ct.
Spokane WA 99203
Lawrence A. Stanley 72 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 (currently
operating as Avista Corp). He also is a director and chairman of
Output Technology Corporation, a manufacturer of high speed printers,
and a director of Aresco, Inc. and 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.; Chairman of the Board of Avista Corporation, a Director of
ARESCO, Inc, and Output Technology Corporation, a manufacturer of
high speed printers for industry. 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
2/12/01
Jimmie T.G. Coulson 67 Director since January 1976
President and CEO since
January 1982
Marilyn A. Schroeder 49 Director since December 1991
Treas and CFO since Jan. 1982.
Vice-Pres since May 1998
Lawrence A. Coulson 42 General Manager of Stock Steel
since Oct. 1986
Vice President of Stock Steel
since January 1990
Joel E. Simpson 43 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 2000
EXECUTIVE * Jimmie Coulson 0
Wendell J. Satre 0
Robert P. Shanewise 0
Lawrence A. Stanley 0
AUDIT * Lawrence A. Stanley 1
Robert P. Shanewise 1
Wendell J. Satre 1
COMPENSATION * Robert P. Shanewise 1
Lawrence A. Stanley 1
Wendell J. Satre 1
NOMINATING * Wendell J. Satre 1
Lawrence A. Stanley 1
Jimmie T. G. Coulson 1
Robert P. Shanewise 1
* 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 30, 2000. All directors were in attendance at
all regular meetings, including 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 30, 2000, 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 $250,000 convertible
debentures in a private placement in order to raise the down payment.
The debentures were due on October 31, 1998 but the initial term was
extended for one year through October 30, 1999. The interest rate
during the initial term was 9-1/4% but was reduced to 8-3/4% for the
period of the extension. The debentures were secured by a second
lien on the real estate. During December 1997 $122,000 of the
debentures were converted into 976,000 shares of CdA common stock.
Reference is made to the form 10-KSB for the fiscal year ended
September 30, 2000, Item 2, which is incorporated by reference
herein.
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 30, 1989 through fiscal
year ended September 30, 2001. The directors recommend that their
appointment for fiscal 2001, (the period ending September 29, 2001)
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
2001 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2001 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, 2001 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 30, 2000
A copy of the Annual Report on Form 10-KSB for the year ended
September 30, 2000 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 2000, 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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