MARKER INTERNATIONAL
1070 West 2300 South
Salt Lake City, Utah 84119
(801) 972-2100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held September 11, 1996
To the Shareholders of Marker International:
You are cordially invited to attend the Annual Meeting of Shareholders of
Marker International (the "Company") to be held on September 11, 1996 at 10:00
a.m. Daylight Savings Time at the Little America Hotel, 500 South Main Street,
Salt Lake City, Utah, for the following purposes, all of which are more fully
set forth in the accompanying proxy statement:
1. To elect six (6) Directors of the Company to serve until the next
Annual Meeting of Shareholders and until their successors have been
duly elected and qualified.
2. To ratify the appointment of Arthur Andersen & Co. LLP as the
independent auditors of the Company for the fiscal year ending March
31, 1997.
3. To transact such other business as may properly come before the
Company or any adjournment thereof.
Shareholders of record at the close of business on July 25, 1996 are
entitled to notice of and will be able to vote at the meeting or any
postponements or adjournments thereof.
By Order of the Board of Directors
Brad L. Stewart
Chief Financial Officer and
Corporate Secretary
Salt Lake City, Utah
July 25, 1996
IMPORTANT
Whether or not you intend to be present at the meeting, please date, sign, and
promptly return the enclosed proxy card in the enclosed postage-paid,
addressed envelope.
<PAGE>
MARKER INTERNATIONAL
1070 West 2300 South
Salt Lake City, Utah 84119
PROXY STATEMENT
Annual Meeting of Shareholders
September 11, 1996
SOLICITATION OF PROXIES
This proxy statement is being furnished to the shareholders of Marker
International (the "Company" or "Marker"), a Utah Corporation, in connection
with the solicitation by the Board of Directors of the Company of proxies from
holders of the Company's Common Stock, for use at the Annual Meeting of
Shareholders of the Company to be held on Wednesday, September 11, 1996, and
at any adjournment or postponement thereof (the "Annual Meeting"). This proxy
statement, the Notice of Annual Meeting of Shareholders and the accompanying
form of proxy are first being mailed to shareholders of the Company on or
about August 15, 1996.
The Company will bear all costs and expenses relating to the solicitation of
proxies, including the costs of preparing, printing and mailing to
shareholders this Proxy Statement and accompanying material. In addition to
the solicitation of proxies by mail, the directors, officers and employees of
the Company, without receiving additional compensation therefor, may solicit
proxies personally or by mail.
VOTING
The Board of Directors has fixed the close of business on July 25, 1996 as the
record date for determination of shareholders entitled to notice of and to
vote at the Annual Meeting (the "Record Date"). As of the Record Date, there
were 10,949,127 shares of Common Stock issued and outstanding. The holders of
Common Stock shares on the Record Date are entitled to cast one vote per share
on each matter submitted to a vote at the Annual Meeting. Voting is not
cumulative.
Shares of Common Stock which are entitled to be voted at the Annual Meeting
and which are represented by properly executed proxies will be voted in
accordance with the instructions indicated on such proxies. If no instructions
are indicated, such shares will be voted FOR the election of each of the six
director nominees; FOR the ratification of the appointment by the Board of
Directors of Arthur Andersen & Co. LLP to be the independent auditor of the
Company for the fiscal year ending March 31, 1997; and in the discretion of
the proxy holders as to any other matters which may properly come before the
Annual Meeting. A shareholder who has executed and returned a proxy may revoke
it at any time prior to its exercise at the Annual Meeting by executing and
returning a proxy bearing a later date, by filing with the Secretary of the
Company, at the address set forth above, a written notice of revocation
bearing a later date than the proxy being revoked, or by voting the Common
Stock covered thereby in person at the Annual Meeting.
<PAGE>
A majority of the outstanding shares of Common Stock entitled to
vote, represented in person or by properly executed proxy is required for
a quorum. Abstentions will be counted as "represented" for the purpose of
determining the presence or absence of a quorum. Broker non-votes will
not be treated as "represented" for quorum purposes. Under Utah
corporate law, once a quorum is established, shareholder approval with
respect to a particular proposal is generally obtained when the votes cast
in favor of the proposal exceed those cast against the proposal.Accordingly,
abstentions and broker non-votes will not have the effect of being
considered as votes cast against any matter considered at the Annual Meeting.
VOTING SECURITIES AND THE PRINCIPAL HOLDERS THEREOF
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of July 31, 1996 by (i)
each person known by the Company to be the beneficial owner of five percent or
more of the Company's Common Stock, (ii) each of the Company's Directors,
(iii) each of the Named Executive Officers and (iv) all directors and
executive officers as a group.
Name and Address of: Number of Percentage of
Beneficial Owner Shares (1) Class (2)
-----------------------------------------------------------------------------
Chancellor Capital Management, Inc.
1166 Avenue of the Americas
New York, NY 10036 979,500 8.9%
Directors and Executive Officers
- -------------------------------------
Henry E. Tauber
1070 West 2300 South
Salt Lake City, Utah 84119 4,506,055 41.2%
Graham S. Anderson 43,286 *
Eiichi Isomura 142,857 1.3%
John G. McMillian 164,643 1.5%
Vinton H. Sommerville 54,286 *
All directors and officers as a group (3) 5,007,522 45.7%
___________________________________________________
* Denotes less than 1% of outstanding shares
(1) Shares shown include common shares which could be acquired within 60
days of July 31, 1996, by the exercise of outstanding stock options.
(2) All percentages are calculated on the basis of outstanding shares of
common stock, plus shares which could be acquired, within 60 days of July
31, 1996, by the exercise of outstanding stock options.
(3) Shares held by officers and directors as a group include 93,750
options which are currently exerciseable. None of the officers and
directors named above holds any such options.
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
At the Annual Meeting, six (6) directors of the Company are to be elected
to serve until the next annual meeting of shareholders and until their
successors shall be duly elected and qualified. Each of the nominees for
director identified below is currently a director of the Company except for
Lucio Roffi, who is being nominated for the first time. If any of the nominees
should be unable to serve, which is not now anticipated, the proxies solicited
hereby will be voted for such other persons as shall be designated by the
present Board of Directors. The six (6) nominees receiving the highest number
of votes at the Annual Meeting will be elected. The Company's full Board of
Directors consists of seven members. Consequently, there will remain one
vacancy on the Board upon election of directors at the Annual Meeting.
Nominees for Election as Directors
Certain information with respect to each nominee is set forth below.
Henry E. Tauber, 55, President, Chief Executive Officer and Chairman of the
Board of Marker International, has served in these capacities since 1984. Since
1981, Mr. Tauber has served as the President of Marker International and since
1980 as the President of Marker USA. From 1974 to 1979, Mr. Tauber was the
Alpine Director of the Men's and Women's United States Ski Teams. From 1970 to
1972, Mr. Tauber served as Head Women's Coach of the United States Ski Team and
from 1967 to 1969 as Assistant Alpine Coach of the United States Ski Team.
Currently, Mr. Tauber is also a Vice President and Council Member of the
International Ski Federation, the governing body for international ski racing.
Since 1995, Mr. Tauber has also served as a director of Powdr Corp., a holding
company which owns Park City Ski Area in Utah and Alpine Meadows in California,
among other ski areas. Mr. Tauber received a B.A. from Middlebury College,
Vermont and an M.A. from the University of Colorado, Boulder.
Eiichi Isomura, 59, Chairman of Marker Japan, Executive Vice President and
a director of Marker International, has served in these capacities since 1981
and 1990, respectively. Mr. Isomura is also the President of Isomura Sangyo
Kaisha Ltd., a diversified holding company that engages in the construction of
water treatment facilities, real estate development and other ownership
activities. Mr. Isomura is also President of Isomura Seisakusho KK., a
manufacturer and distributor of snow making and ski equipment. Mr. Isomura
received a Mechanical Engineering degree from Waseda University, Japan
Graham S. Anderson, 63, has served as a director of Marker International
since 1985. From 1987 until 1994, Mr. Anderson served as the Chairman and Chief
Executive Officer of Pettit-Morry Co., a regional insurance broker, and for more
than five years prior thereto, Mr. Anderson served as President and Chief
Executive Officer. Mr. Anderson served as President of the United States Ski
Association from 1980 to 1982 and was a member of the United States Olympic
Games Ski Committee from 1964 to 1986. Mr Anderson also serves as a director of
Commerce Bank Corporation, of Gray Harbor Paper Company and of Acordia Northwest
Inc., the successor corporation to Pettit-Morry Co. In addition, Mr. Anderson
serves as Chairman of the National Association of Insurance Brokers and of
Alberg Holding Co. Mr. Anderson received a B.A. from the University of
Washington.
<PAGE>
John G. McMillian, 70, a director of Marker International, has served in
this capacity since 1990. From 1987 to 1995, Mr. McMillian served as the
Chairman of the Board, President and Chief Financial Officer of Allegheny &
Western Energy Corporation. From 1986 to 1989, Mr. McMillian owned and operated
Burger Boat Company, Inc. Mr. McMillian also served as Chairman and Chief
Executive Officer of Northwest Energy Corporation for nine years until 1983.
Marker International was a subsidiary of Northwest Energy Corporation until
1984. Mr. McMillian also serves as a director of SunBank Miami N.A. (SunTrust).
Mr. McMillian received a Petroleum Engineering degree from the University of
Texas at Austin.
Lucio Roffi, 50, has served as the Chairman and Chief Executive Officer of
DNR Sportsystem, Ltd., a developer, marketer, and distributor of snowboards,
snowboard boots, snowboard bindings, and other related products, since its
inception in 1990. Mr. Roffi's prior affiliations include consulting
arrangements in the automotive, furniture and clothing industries, with
companies such as Automobili Lamborghini S.p.A. and Giorgio Armani S.p.A. Mr.
Roffi received degrees in Psychology and Engineering from the University of
Zurich.
Each member of the Board of Directors who is not an officer or consultant
receives an annual fee of $6,000 for serving on the Board of Directors and
reimbursement of expenses for each Board or committee meeting attended.
Directors are eligible to participate in the Company's stock option plans.
Board Meetings and Committees
During the fiscal year ended March 31, 1996, there were 4 meetings held by
the Board of Directors of the Company. No director attended fewer than 75
percent of the total number of meetings of the Board and of the committees on
which he served.
The Board of Directors has a standing Compensation Committee, which also
functions as a nominating committee, and an Audit Committee. The members of the
Audit Committee are Messrs. Graham S. Anderson and Vinton H. Sommerville and the
members of the Compensation Committee are Messrs. John G. McMillian and Graham
S. Anderson.
The Audit Committee met twice during the fiscal year ended March 31, 1996.
Its functions are: (a) to review and approve the selection of, and all services
performed by, the Company's independent auditor; (b) to review the Company's
internal controls; and (c) to review and act and report to the Board of
Directors with respect to the scope of audit procedures, accounting practices,
and internal accounting and financial controls of the Company.
<PAGE>
The Compensation Committee met once during the fiscal year ended March 31,
1996. The Compensation Committee's responsibilities are: (a) to determine and
approve compensation arrangements for executive officers of the Company and to
review and oversee any stock option, stock award plan and employee benefit plan
or arrangement established by the Board of Directors for the benefit of the
executive officers of the Company; and (b) to review and recommend director and
officer nominees for election by the Company's shareholders or the Board of
Directors, as the case may be. The Compensation Committee does not have a
procedure for considering nominees to the Board of Directors who have been
recommended by the shareholders.
Executive Officers
In addition to information above for Messrs. Tauber and Isomura, the
following table sets forth information regarding the Company's Executive
Officers:
<TABLE>
<CAPTION>
Date
Appointed
to Present Other Business Experience
Name Title Age Position During Past Five Years
------------------------- ---------- ----- ---------- -------------------------
<S> <C> <C> <C> <C>
Masayuki Chiba President of 53 1992 Executive Vice President of Marker
Marker Japan Japan, 1988-1992
Dr. Wilhelm Fahrngruber Chairman and 55 1990 Not applicable
Managing
Director of Marker
Germany
Otto H. Harsanyi Director of Marker 48 1992 Patent Engineer and General Manager of
Germany and Group Bernard Tapie, 1986-1992
Assistant
Secretary of
Marker
International
Kirk S. Langford Executive Vice 41 1994 Vice President of Marker USA, 1992-1994;
President of Director of Sales, Marker USA, 1990-1992
Marker USA
Daryl P. Santos Vice President of 44 1985 Not applicable
Marker
International
Premek Stepanek Managing Director 59 1991 Manger of Research and Development
of Marker Germany for Marker Germany, 1984-1991
<PAGE>
Brad L. Stewart Vice President of 38 1991 Manager at Arthur Andersen & Co.,
Finance, Chief 1988-1991
Financial Officer,
Secretary and
Treasurer of
Marker
International
Sally F. Tauber Vice President of 35 1989 Not applicable
Marker Ltd.
</TABLE>
Each executive officer is appointed by the Board of Directors and serves at
its pleasure.
Sally F. Tauber is the wife of Henry E. Tauber.
Executive Compensation
Report on Executive Compensation
The Compensation Committee is responsible for establishing and reviewing
the Company's executive compensation policies and for recommending to the Board
of Directors on an annual basis the compensation to be paid to the executive
officers of the Company. In addition, the Compensation Committee advises the
Board of Directors on the administration of the Company's stock option plan for
directors, executive officers and certain key employees. None of the members of
the Compensation Committee are employees of the Company; however, members of the
Committee are eligible to participate in the Company's stock option plan.
The Company's executive compensation and stock option plan are designed to
attract and retain high-caliber executives, directors and other key employees
through compensation and benefits which are competitive within the industry and
to motivate these individuals to enhance profitability and shareholder value by
making them shareholders in the Company. Each year, the Compensation Committee
reviews the Company's performance and the compensation, benefits, and stock
ownership of each executive and other key employees in comparison to industry
peer companies. The Compensation Committee has access to, but is not required to
seek, advice and counsel from independent third parties in the performance of
its review.
Base Salaries. Base salaries of the Company's executive officers are
intended to be generally competitive with the base salaries of officers holding
comparable positions at industry peer companies. Base salaries are determined by
evaluating the responsibilities of the position held and the experience and
capability of the individual. In addition, consideration is given to both
national and local factors in the marketplace for executive talent. The
Compensation Committee reviews and recommends adjustments to individual salaries
annually, based on an overall evaluation of the performance of the Company and
of each executive officer.
Stock Options. The Company believes that encouraging stock ownership by its
management further aligns the interests of management and stockholders in
increasing profitability and stockholder value. Under the Company's stock option
plan, and upon the advice of the Compensation Committee, the Board of Directors
periodically may grant to the Company's key employees non-qualified or incentive
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
stock options, with a purchase price no less than the price of the Company's
stock on the date of grant. In recommending that stock options be granted, the
Committee typically considers factors similar to those considered for annual
bonuses. However, stock options may be granted throughout the year and are less
dependent on variables, such as the Company's cash position, than are annual
bonuses. Refer to Stock Option Grants in Last Fiscal Year table below for
further information regarding stock options granted to executive officers.
Annual Bonuses. The Compensation Committee may recommend that the Board of
Directors award annual cash bonuses to the Company's executive officers and key
employees, based on both the Company's performance and each individual's
contribution thereto. It may also consider factors such as the bonus levels paid
to officers holding comparable positions at industry peer companies and national
and local factors in the executive marketplace. The Compensation Committee may
set specific performance targets and retains broad discretion in evaluating
executive officers and determining their annual bonuses. Individual performance
is reviewed subjectively, on a case-by-case basis.
Chief Executive Officer's Compensation. As indicated in the Summary
Compensation Table, during the fiscal year just ended, Mr. Tauber received a
base salary of $300,000, a performance bonus of $75,000 and other annual
compensation (including perquisites and 401(k) matching amounts) of less than
$5,000. Since 1994, by informal arrangement between Mr. Tauber and the Company's
Board of Directors, the chief executive officer's salary has been fixed. The
chief executive officer's bonus is determined by the Compensation Committee and
is approved by the Board of Directors.
SUBMITTED BY THE COMPENSATION COMMITTEE:
John G. McMillian
Graham S. Anderson
<PAGE>
The following table sets forth the compensation paid or accrued by the
Company to or on behalf of its Chief Executive Officer and each of its other
four most highly compensated executive officers who earned over $100,000 in
fiscal years 1996, 1995 and 1994 (collectively, the "Named Executive Officers")
for services rendered during the fiscal years ended March 31, 1996, 1995 and
1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Other Annual Awards
Name and Principal Fiscal Salary Bonus Compensation Options All Other (4)
Position Year $ $ $ # Compensation
- ---------------------- ------- ------- -------- ------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Henry E. Tauber 1996 300,000 75,000 (2) 0 1,000
President and Chief 1995 300,000 0 (2) 0 3,908
Executive Officer of 1994 300,000 0 (2) 0 2,572
Marker International
Eiichi Isomura 1996 212,150 0 (2) 0 0
Chairman Marker Japan 1995 212,150 0 (2) 0 0
and Vice President of 1994 212,150 0 (2) 0 0
Marker International (1)
Masayuki Chiba 1996 207,414 0 (2) 0 0
President Marker 1995 207,414 0 (2) 15,000 0
Japan (1) 1994 207,414 0 (2) 0 0
Dr. Wilhelm Fahrngruber 1996 206,996 0 0 10,000 0
Chairman and Managing 1995 179,996 0 27,000(3) 40,000 0
Director of Marker 1994 179,996 0 27,000(3) 0 0
Germany (1)
Premek Stepanek 1996 146,817 0 (2) 10,000 0
Managing Director of 1995 142,431 0 (2) 40,000 0
Marker Germany (1) 1994 131,346 0 (2) 0 0
- -----------------------
</TABLE>
(1) The Company pays salaries to its employees in the applicable local
currency. The above salaries are translated into US dollars based on
exchange rates of US $1 for DM 1.667 and US $1 for Yen 107 with respect
to the employees employed by Marker Germany and Marker Japan,
respectively.
(2) The amount of perquisites and other personal benefits received by the
indicated officer did not exceed the lesser of $50,000 or 10% of the
total annual salary and bonus for the year.
(3) Represents reimbursement of interest expense related to a personal
mortgage.
(4) Amounts indicated pertain to Company contributions to the Company's 401
(K) retirement plan.
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
The Company has entered into employment agreements with Premek Stepanek,
Managing Director of Marker Germany, Dr. Wilhelm Fahrngruber, Chairman and
Managing Director of Marker Germany and Otto H. Harsanyi, Director of Marker
Germany. Mr. Stepanek, Dr. Fahrngruber and Mr. Harsanyi receive base salaries of
$137,972, $206,996 and $104,979, respectively (based on an exchange of the
German mark to the US dollar of US $1 to DM 1.6667). Mr. Harsanyi's contract
expires in 1998, and Mr. Stepanek's and Dr. Fahrngruber's contracts expire in
2000.
Stock Option Grants in Last Fiscal Year
The following table sets forth information on stock option grants made by
the Company to the Named Executive Officers during the fiscal year ended March
31, 1996.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
--------------------------------- ----------------------------
% of Total
Options
Options Granted to
Granted Employees in Exercise Expiration
Name (1) Fiscal Year Price Date 5% 10%
- --------------------- --------- ------------- -------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Henry E. Tauber 0 0.0% $ - - $ - $ -
Eiichi Isomura 0 0.0 - - - -
Masayuki Chiba 0 0.0 - - - -
Dr. Wilhelm Fahrngruber 10,000 2.8 6.00 5/24/05 37,734 95,625
Premek Stepanek 10,000 2.8 6.00 5/24/05 37,734 95,625
- --------------------
</TABLE>
(1) Each option granted is for one share of the Company's Common Stock.
The options granted are exercisable in cumulative 25% installments
commencing one year from the date of grant, with full vesting occurring
on the fourth anniversary date.
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
Aggregated Stock Option Exercises in the Last Fiscal Year and Fiscal Year-End
Values
The following table sets forth information with respect to the exercise of
stock options to acquire shares of the Company's Common Stock by the Named
Executive Officers during the fiscal year ended March 31, 1996, as well as the
aggregate number and value of unexercised options held by the Named Executive
Officers on March 31, 1996.
<TABLE>
<CAPTION>
Shares Value of Unexercised
Acquire Value Number of Unexercised In-the-Money
on Exercise Realized Options at March 31, 1996 Options at March 31, 1996
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ------------ ----------- ---------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Henry E. Tauber 0 0 0 0 $ 0 $ 0
Eiichi Isomura 0 0 0 0 0 0
Masayuki Chiba 0 0 3,750 11,250 4,219 12,656
Dr. Wilhelm Fahrngruber 0 0 10,000 40,000 11,250 56,250
Premek Stepanek 0 0 10,000 40,000 11,250 56,250
</TABLE>
Certain Relationships and Related Transactions
All of the Company's outstanding Series A Bonds are held by Isomura Sangyo
Kaisha Ltd., a Japanese corporation ("Isomura Sangyo" or the "Bondholder"),
controlled by Eiichi Isomura, a director of the Company, and his family. The
Company issued the Series A Bonds on the effective date of the initial public
offering in August 1994 (the "Initial Public Offering"), in exchange for the
Redeemable Preferred Stock which was held by Isomura Sangyo at the time of the
Initial Public Offering. The amounts and payment schedule of the interest
payments on each of the Series A Bonds are the same as those of the
corresponding converted Redeemable Preferred Stock. The Series A Bonds are
subject to redemption upon not less than 30 days' notice, in whole or in part,
at the option of the Company.
The Series A-1 Bonds had an original aggregate face value amount of $8.0
million and bore interest, payable semi-annually on September 30 and March 31,
at the effective borrowing rate for the Bondholder (the "Japanese Bank Rate"),
approximately 6.9% and 7.2% for fiscal years ending March 31, 1995 and 1996,
respectively. During fiscal year 1995 and 1996, in accordance with the terms of
the bonds, Isomura Sangyo redeemed $1.0 million and $2.0 million of the Series
A-1 Bonds, respectively. The Bondholder, upon six months prior written notice,
may elect to have the Company redeem a portion of the Series A-1 Bonds according
to the following schedule:
Redemption Face Amount
Notice On or After On or After to be Redeemed
- ---------------------- ------------------ -------------------
April 1, 1996 October 1, 1996 1,000,000
April 1, 1997 October 1, 1997 2,000,000
April 1, 1998 October 1, 1998 2,000,000
<PAGE>
MARKER INTERNAITONAL
PROXY STATEMENT
The redemption price of the Series A-1 Bonds equals the face amount
of the portion of such Bonds redeemed plus accrued but unpaid interest thereon.
The Series A-2 Bonds have an original aggregate face value amount of $10.0
million and bear interest, payable semi-annually on September 30 and March 31,
at the Japanese Bank Rate plus three percent of the face value of the bonds
outstanding. During the fiscal year ending March 31, 1996, the Bondholder
redeemed $2.5 million of Series A-2 Bonds. Upon six months prior written
notice, the Bondholder may elect to have the Company redeem a portion of the
Series A-2 Bonds, according to the following schedule:
Redemption Face Amount
Notice On or After On or After to be Redeemed
- ------------------------- ------------------ ------------------
June 16, 1996 December 16, 1996 2,500,000
June 16, 1997 December 16, 1997 2,500,000
June 16, 1998 December 16, 1998 2,500,000
The redemption price of the Series A-2 Bonds equals the face amount of the
portion of such Bonds redeemed plus accrued, but unpaid interest thereon.
The Series A-3 Bond has an aggregate face value amount of $1.0 million and
bears interest, payable semi-annually on September 30 and March 31, at the
Japanese Bank Rate plus three percent of the face value of the Bond
outstanding. The Bondholder of the Series A-3 Bond may redeem the Bond by
providing six months prior written notice on or after June 16, 1998 for
redemption on or after December 16, 1998. The redemption price of the Series
A-3 Bond equals the face amount of the Bond redeemed plus accrued but unpaid
interest thereon.
During fiscal years 1994, 1995 and 1996, Marker Japan purchased ski bindings
and services totaling approximately $4.6 million, $0.6 million and $13,000
respectively, from Isomura Seisakusho KK ("Isomura Seisakusho"), a company of
which Mr. Isomura is the president, director, and owner of more than ten
percent of the outstanding stock. In fiscal year 1995, a customer of Marker
Japan returned snowmaking equipment of approximately $0.5 million to Marker
Japan for warranty purposes. Marker Japan returned this equipment to Isomura
Seisakusho, the supplier of such equipment, for reimbursement. As of March 31,
1996, the net account receivable from Isomura Seisakusho was approximately
$0.5 million. At March 31, 1995, the net account receivable from Isomura
Seisakusho was approximately $0.6 million and at March 31, 1994, the net
account payable to Isomura Seisakusho was approximately $0.5 million.
At March 31, 1996, the Company had outstanding notes in an aggregate amount
equal to approximately U.S. $7.5 million payable to Japanese banks. Of these
amounts, approximately $1.9 million was secured by assets of Mr. Isomura, a
shareholder and director of the Company, and assets of Isomura Sangyo, a
shareholder of the Company.
Marker Japan leases office space in Tokyo, Japan and receives services from
Isomura Sangyo. In connection therewith, for the fiscal years 1994, 1995 and
1996, Marker Japan made payments to Isomura Sangyo totaling approximately
$268,000, $272,000 and $428,000, respectively.
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
During the Company's 1994 fiscal year, Isomura Sangyo exchanged 1,000
shares of Common Stock for 1,000 shares of the Series A-2 Preferred Stock and
1,000 shares of Series A-3 Preferred Stock which were subsequently exchanged for
Series A Bonds as discussed above.
The Company purchased insurance through an insurance broker, Acordia
Northwest, Inc., of which, Graham S. Anderson, a director of the Company, is
also a director. The Company incurred approximately $700,000, $821,000 and
$746,000 of premiums for such insurance during fiscal 1994, 1995 and 1996,
respectively.
On June 11, 1996, the Company entered into agreements (collectively, the
"Purchase Agreement") with Lucio Roffi and Gregor Furrer & Partner Holding AG
("Gregor Furrer"), pursuant to which the Company purchased on June 26, 1996 an
aggregate of 330 shares of DNR Sportsystem from Mr. Roffi and Gregor Furrer
for a purchase price of approximately CHF 73,241 (U.S. $58,814) per share, or
a total purchase price of approximately CHF 24,169,530 (U.S. $19.4 million).
The 330 shares represent 55% of the total outstanding shares of DNR
Sportsystem. Among other things, the Purchase Agreement grants each
shareholder of DNR Sportsystem ongoing rights of first refusal with respect to
future transfers of DNR Sportsystem shares.
The Company, which previously held 150 shares, or 25% of the outstanding
shares of DNR Sportsystem, now holds an 80% interest in DNR Sportsystem as a
result of the Company's purchase of an additional 55% of the outstanding
shares of DNR Sportsystem. Mr. Roffi and Gregor Furrer now each hold a 10%
interest in DNR Sportsystem.
PROPOSAL TWO: RATIFICATION OF SELECTION OF AUDITOR
The Audit Committee has recommended, and the Board of Directors has selected,
the firm of Arthur Andersen & Co. LLP, independent certified public
accountants, to audit the financial statements of the Company for the fiscal
year ending March 31, 1997, subject to ratification by the shareholders.
Arthur Andersen has acted as independent auditor of the Company since 1984.
The Board of Directors anticipates that one or more representatives of Arthur
Andersen will be present at the Annual Meeting and will have an opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions. If you return a proxy card but give no direction on
proposal two, your proxy will be voted FOR this proposal.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
other matters to be presented for action at the meeting. However, if any
further business should properly come before the meeting, the persons named as
proxies in the accompanying form will vote on such business in accordance with
their best judgment.
<PAGE>
SHAREHOLDER RETURN PERFORMANCE
The following line graph sets forth, for the period August 31, 1994, the
approximate date on which trading of the Company's common stock commenced,
through March 31, 1996, a comparison of the percentage change in the
cumulative total shareholder return on the Company's common stock compared to
the cumulative total return of the NASDAQ Stock Market Index and the Standard
& Poor's ("S&P ") 500 stock index.
The graph assumes that the shares of the Company's common stock were purchased
at the initial public offering price of $7.00 per share and that the value of
the investment in each of the Company's common stock and the indices was $100
at the beginning of the period.
Aug Dec Mar Jun Sep Dec Mar
1994 1994 1995 1995 1995 1995 1996
----- ---- ---- ---- ---- ---- ----
Marker International 100.00 107.14 103.57 91.07 139.25 175.00 117.86
NASDAQ Stock Mkt 100.00 98.61 107.50 122.96 137.77 139.47 145.97
S&P 500 Index 100.00 99.26 108.21 117.73 126.30 133.11 139.50
The stock price performance shown on the graph above represents past
performance and is not necessarily indicative of future price performance.
<PAGE>
MARKER INTERNAIONAL
PROXY STATEMENT
PROPOSALS OF SHAREHOLDERS
Proposals which shareholders intend to present at the annual meeting to be
held in calendar year 1997 must be must be received by Brad L. Stewart, Vice
President, Chief Financial Officer, Corporate Secretary and Treasurer of
Marker International, at the Company's executive offices, P.O. Box 26548, Salt
Lake City, Utah 84126, no later than April 17, 1997.
SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain of its officers and persons who own more than 10 percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors, and greater than 10 percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based upon review of the copies of such forms received and regular
correspondence with such parties, the Company believes that during the year
ended March 31, 1996, all filing requirements applicable to its officers,
directors, and greater than 10 percent beneficial owners were complied with.
All Form 4 and 5 reports have been filed as required by the Securities
Exchange Act of 1934.
ADDITIONAL INFORMATION
The Company will provide without charge to any person from whom a Proxy is
solicited by the Board of Directors, upon the written request of such person,
a copy of the Company's 1996 Annual Report on Form 10-K, including the
financial statements and schedules thereto (as well as exhibits thereto, if
specifically requested), required to be filed with the Securities and Exchange
Commission. Written requests for such information should be directed to the
Director of Financial Reporting of the Company.
<PAGE>
PROXY
MARKER INTERNATIONAL
Annual Meeting of Shareholders, September 11, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Henry E. Tauber and Brad L. Stewart, and each
of them, proxies, with full power of substitution, to vote all shares of
Marker International (the "Company") which the undersigned is entitled to vote
at the Company's Annual Meeting of Shareholders to be held on Wednesday,
September 11, 1996 at 10:00 a.m., Mountain Daylight Savings Time, and at any
adjournment thereof, hereby ratifying all that said proxies or their
substitutes may do by virtue hereof, and the undersigned authorizes and
instructs said proxies to vote as specified below:
1. ELECTION OF DIRECTORS: To elect the nominees for the position of Director
below for a one-year term expiring in 1997.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
except as marked to the contrary to vote for all nominees
below. listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee
listed below, strike a line through the nominee's name in the list.
1. Henry E. Tauber 2. Eiichi Isomura
3. Graham S. Anderson 4. John G. McMillian
5. Vinton H. Sommerville 6. Lucio Roffi
2. RATIFICATION OF SELECTION OF AUDITOR: To ratify selection of Arthur
Andersen & Co. LLP, certified public accountants, as independent auditors
for the fiscal year ending March 31, 1997.
[ ] FOR the appointment of Arthur Andersen & Co. LLP as independent
auditors for the fiscal year ending March 31, 1997.
[ ] AGAINST the appointment of Arthur Andersen & Co. LLP as
independent auditors for the fiscal year ending March 31, 1997.
[ ] ABSTAIN
3. In their discretion, upon any other matters which may properly come
before the meeting or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCK HOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
<PAGE>
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS IN THE RECORDS OF THE COMPANY. WHEN
SHARES ARE HELD AS JOINT TENANTS, BOTH SHOULD SIGN. IF YOUR SHARES ARE HELD AT
A BROKERAGE HOUSE, PLEASE INDICATE IN THE SPACE PROVIDED THE NAME OF THE
BROKERAGE HOUSE AND THE NUMBER OF SHARES HELD.
Dated__________________________ No. of Shares_______________________________
Signature______________________ Signature (if held jointly)_________________
Print Name_____________________ Print Name__________________________________
PLEASE MARK, SIGN, DATE, AND RETURN PROXY IN THE SELF-ADDRESSED
STAMPED ENVELOPE PROVIDED FOR YOUR CONVENIENCE
Marker International
P.O. Box 26548
Salt Lake City, UT 84126
