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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )
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[_]Definitive Proxy Statement
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[X]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
COASTCAST CORPORATION
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(Name of Registrant as Specified In Its Charter)
JONATHAN P. VANNINI
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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COASTCAST SHAREHOLDER CALLS SPECIAL MEETING
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HILLSBOROUGH, Calif. -- August 5, 1998. Hillsborough, California investor
Jonathan Vannini called a special meeting of the shareholders of Coastcast
Corporation (NYSE: PAR) to be held at 10:00 a.m. on September 22, 1998. The
agenda for the meeting includes the election of a board of seven directors, the
revocation of two controversial stock option proposals (one for officers and
employees, the other for outsider directors), and the reimbursement of Mr.
Vannini for the costs he incurs in connection with calling the meeting.
"My two central concerns are the company's poor financial performance and
management's pattern of self-enrichment" said Vannini, who owns approximately
10% of Coastcast. According to Vannini, Coastcast's capital allocation
practices are "practically obscene for a public company whose stock trades well
below its IPO price. During the last three years Coastcast has paid Hans
Buehler, the Chairman of its Board of Directors, over $1,900,000 in cash -- over
4% of the Company's operating income -- and over 500,000 stock options -- over
6% of the shares outstanding. Mr. Buehler's compensation is unusual for several
reasons. Mr. Buehler owns over 14% of Coastcast, and the company concurrently
employs a full time President and Chief Executive Officer, Mr. Richard Mora, who
received over $1,474,000 in cash and over 400,000 stock options during the past
three years in addition to the amounts given to Mr. Buehler."
In the meantime, Coastcast's financial performance has been abysmal.
"Coastcast's stock currently trades in the range of $11 to $12 -- a negative
return to shareholders since Coastcast went public at $16 per share in 1993.
While the Coastcast shareholders have been hammered, the officers and directors
have been richly, and I feel gratuitously, rewarded," said Vannini.
Additional facts Vannini finds troublesome include:
. Coastcast has reserved the right to grant its officers and employees up to
an additional 500,000 stock options.
. Last year Coastcast repriced 288,790 stock options granted to Mr. Buehler
and five other executives, which ensured they would receive an in-the-money
upside not available to any other shareholder.
. Coastcast plans to pay its retired executives 70% of their annual salary
in addition to their other benefits.
"Management seems to act as if the shareholders are irrelevant. It's time for a
change," said Vannini.
Contact:
Jonathan Vannini, Hillsborough, CA
650/347-1800
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MONDAY AUGUST 17, 8:32 AM EASTERN TIME
COASTCAST SHAREHOLDER SUES COMPANY
HILLSBOROUGH, Calif, Aug. 17 /PRNewswire/ -- Hillsborough, California investor
Jonathan Vannini filed a lawsuit last Friday against Coastcast. Corporation
(NYSE: PAR - news) asking the Court to order Coastcast to comply with
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California law.
Specifically, Mr. Vannini asked the Court to order Coastcast (1) to hold a
special meeting of the shareholders on September 22, 1998, (2) to provide a list
of shareholders, and (3) to disclose the voting returns from the last annual
meeting. Mr. Vannini had previously demanded Coastcast perform these actions,
invoking sections 600, 1600, & 1509 of the California Corporations Code.
According to the complaint, "To date, Coastcast has refused to make available to
Mr. Vannini the record of shareholders for inspection and copying; has refused
to provide the results of the shareholder votes at the 1998 annual meeting; and
has refused to call a special meeting of shareholders. Rather than comply with
these legitimate requests, Coastcast filed a lawsuit against Mr. Vannini in the
United States District Court for the Central District of California. The
lawsuit is an example of Coastcast's continuing effort to protect entrenched
management and thwart Mr. Vannini's attempt to improve the Company's operations
and enhance shareholder value. Meanwhile, Coastcast's stock price has fallen to
approximately $12-7/8 per share, a nearly 30% drop from the price on July 1,
1998."
SOURCE: Jonathan Vannini
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THURSDAY AUGUST 27, 4:24 pm Eastern, Time
COASTCAST SHAREHOLDER PRAISES STOCK
PURCHASE PROGRAM
HILLSBOROUGH, Calif, Aug. 27 /PRNewswire/ -- Private investor Jonathan Vannini
today praised Coastcast Corporation (NYSE: PAR - news) for initiating the stock
purchase program Coastcast announced yesterday. On Wednesday, August 26th,
Coastcast announced that it had authorized the purchase of 925,400 shares of its
common stock from an institutional investor. Coastcast's press release also
stated that the company had previously approved the purchase of an additional
560,000 shares of stock, which it was "actively pursuing on the open market."
Mr. Vannini, the owner of over 1O% of the outstanding shares of Coastcast common
stock, said "I am pleased that the company has begun a program to enhance the
value of the shareholders' investment in this stock. I hope and expect that
this step marks the beginning of a dramatic change in the Company's attitude
towards shareholders, and that Coastcast will make the buyback available to all
shareholders instead of only a few. I urge Coastcast to complete a significant
stock purchase program in short order and immediately take other steps necessary
to improve the value of the shareholders' investment, such as eliminating
excessive executive compensation and eliminating the board's ability to reprice
stock options without shareholder approval."
SOURCE: Jonathan Vannini
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COASTCAST SHAREHOLDER REACTS TO MANAGEMENT CHANGES
HILLSBOROUGH, Calif., Nov. 3 -- Private investor Jonathan Vannini announced
today he was pleased that Coastcast Corporation (NYSE: PAR - news) had adopted
certain recently announced pro-shareholder actions. On Friday, October 30,
Coastcast announced that
. Coastcast's board amended the employee stock option plan and non-employee
director stock option plan to preclude repricing of outstanding options
without shareholder approval
. its Chairman, Hans Buehler, relinquished all of his rights under
Coastcast's supplemental executive retirement plan and recommended
curtailment of the plan to the Coastcast board
. Mr. Buehler and Coastcast President Richard Mora voluntarily reduced their
annual salary rates by more than 20 percent.
Mr. Vannini, the owner of over 11% of the outstanding shares of Coastcast common
stock, said "I am pleased that the Company has taken some of the steps I have
urged it to take to improve the value of the shareholders' investment, and I
certainly hope the Company will continue to implement the suggestions I have
pressed it to adopt. I will continue to closely monitor the Company's
progress."
SOURCE: Jonathan Vannini
