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King Power International Group Co Ltd – ‘DEF 14A’ for 4/27/99

As of: Tuesday, 4/27/99 · For: 4/27/99 · Accession #: 1010549-99-101 · File #: 1-13205

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/27/99  King Power Int’l Group Co Ltd     DEF 14A     4/27/99    1:26K                                    Secs Transfer Corp/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                12     45K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Directors and Executive Officers Proposal One: Election of Directors
1	1st Page - Filing Submission
5	Proposal One: Election of Directors
"	Directors and Executive Officers

DEF 14A 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
 
King Power International Group Co., Ltd.
27th Floor, Siam Tower
 989 Rama I Road, Patumwan
Bangkok 10330 Thailand

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS          

The Annual Meeting of Stockholders of King Power  International  Group Co., Ltd.
(the  "Company")  will be held in the  conference  room on the 27th Floor at the
Company's offices in Siam Tower, at 989 Rama I Road, Patumwan, Bangkok, Thailand
on Friday,  June 18, 1999 beginning at 10:00 a.m., local time, for the following
purposes:                                                                       

     1. To elect  seven (7)  directors  to hold  office  until  the next  annual
election of directors by stockholders or until their respective  successors have
been duly elected and qualified; and                                            

     2. To transact such other  business as may properly come before the meeting
or any adjournment thereof.                                                     

     Stockholders of record at the close of business on May 10,1999 are entitled
to  notice  of and to  vote  at  this  Annual  Meeting  of  Stockholders  or any
adjournment thereof. The stock transfer books of the Company will remain open.  

     You are  invited to attend the Annual  Meeting in person,  but in any event
you are  urged to  mark,  date,  sign  and  return  your  proxy in the  enclosed
self-addressed  envelope as soon as possible so that your shares may be voted in
accordance with your wishes.  Any proxy given by a stockholder may be revoked by
that stockholder at any time prior to the voting of the proxy.                  

 By Order of the Board of Directors,
Bangkok, Thailand                                                               
May 11, 1999                                                                    
 Viratana Suntaranond, Secretary

         A RETURN OF A BLANK  EXECUTED  PROXY  WILL BE DEEMED A VOTE IN FAVOR OF
THE PROPOSALS DESCRIBED HEREIN. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY.         

DEF 14A 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
King Power International Group Co., Ltd.
27th Floor, Siam Tower
 989 Rama I Road, Patumwan
Bangkok 10330 Thailand

 PROXY STATEMENT
 FOR
ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 18, 1999

     This proxy statement and the accompanying form of proxy are being furnished
to the  stockholders  of King Power  International  Group Co., Ltd.  (herein the
"Company")  on or about May 11,  1999 in  connection  with the  solicitation  of
proxies by the Board of Directors  of the Company for use at the Annual  Meeting
of  Stockholders  (the  "Annual  Meeting")  to be held on Friday  June 18,  1999
beginning at 10:00 a.m., local time, in the conference room on the 27th Floor at
the  Company's  offices in Siam Tower,  at 989 Rama I Road,  Patumwan,  Bangkok,
Thailand, and at any adjournment thereof.                                       

     The  matters to be  considered  and acted upon at the  Annual  Meeting  are
described  in the  foregoing  notice of the  Annual  Meeting  and in this  Proxy
Statement.  This Proxy  Statement and the related form of proxy are being mailed
on or about May 11, 1999 to all  stockholders of record on May 10, 1999.  Shares
of the Company's common stock, par value $.001 (the "Common Stock"), represented
by proxies will be voted as  described  in this Proxy  Statement or as otherwise
specified by a stockholder.  As to the election of directors, a stockholder may,
by checking the appropriate box on the proxy: (i) vote for all director nominees
as a group;  (ii)  withhold  authority  to vote for all  director  nominees as a
group; or (iii) vote for all director  nominees as a group except those nominees
identified by the  stockholder  in the  appropriate  area.  See  "Proposal  One:
Election of Directors"  below.  With respect to other  proposals,  a stockholder
may, by checking the appropriate box on the proxy:  (i) vote "FOR" the proposal;
(ii)  vote  "AGAINST"  the  proposal;  or (iii)  "ABSTAIN"  from  voting  on the
proposal.                                                                       

     THE  PRINCIPAL   STOCKHOLDERS,   DIRECTORS  AND  OFFICERS  OF  THE  COMPANY
BENEFICIALLY OWN  APPROXIMATELY 64 % OF THE ISSUED AND OUTSTANDING  COMMON STOCK
AND HAVE ADVISED THE COMPANY OF THEIR  INTENTION TO VOTE SUCH SHARES IN FAVOR OF
PROPOSALS ONE AND TWO.                                                          

     Any stockholder who executes and delivers a proxy may revoke it at any time
prior to its use by (i) giving  written notice of revocation to the Secretary of
the Company;  (ii)  executing  and  delivering a proxy  bearing a later date; or
(iii) appearing at the Annual Meeting and voting in person.                     

                                                                               1

DEF 14A 3rd Page of 12 TOC 1st Previous Next ↓Bottom Just 3rd
     The Company will bear the expense of preparing,  printing,  and mailing the
proxy solicitation material and the form of proxy.  Brokerage houses,  nominees,
custodians and fiduciaries  will be requested to forward  material to beneficial
owners of stock  held of  record by them and the  Company  will  reimburse  such
persons  for their  reasonable  expenses  in doing so. In  addition,  directors,
officers and employees of the Company and its  subsidiaries  may solicit proxies
by telephone, telefax, telegram or in person.                                   

     If the proxy in the accompanying form is properly executed and not revoked,
the  shares  represented  by the  proxy  will be  voted in  accordance  with the
instructions  thereon.  If no instructions are given regarding the matters to be
acted  upon,  the shares  represented  by the proxy  will be voted:  (i) for the
election  of the  directors  nominated  herein;  and (ii) to give  discretionary
authority to the  proxyholders  to vote on any business  that may properly  come
before the meeting or any adjournment thereof.                                  

     RETURNING  A BLANK  EXECUTED  PROXY  WILL BE  DEEMED A VOTE IN FAVOR OF THE
PROPOSALS DESCRIBED HEREIN.                                                     

 VOTING RIGHTS

     Only holders of record of outstanding shares of Common Stock of the Company
at the close of business on May 10, 1999 are entitled to one vote for each share
held on all matters  coming  before the Annual  Meeting.  There were  20,250,000
shares of Common Stock  outstanding  and  entitled to vote on May 10, 1999.  The
Company's Articles of Incorporation  prohibit  cumulative voting with respect to
directors.                                                                      

METHOD OF VOTING

     To be elected,  each  director  must  receive the  affirmative  vote of the
holders of a  plurality  of the issued and  outstanding  shares of Common  Stock
represented  in person or by proxy at the Annual  Meeting.  Approval of Proposal
Two will require the affirmative vote of the holders of a majority of the shares
of Common Stock entitled to vote and represented at the Annual Meeting in person
or by proxy.  Abstentions  will have the  effect of a vote  against a  proposal.
Non-votes (as defined below) will have no effect on the voting  regarding any of
the  proposals.  A  "non-vote"  occurs  when  a  nominee  holding  shares  for a
beneficial  owner has voted on certain matters at the Annual Meeting pursuant to
discretionary  authority or instructions  from the beneficial  owner but may not
have received instructions or exercised  discretionary voting power with respect
to other matters.                                                               

                                                                               2

DEF 14A 4th Page of 12 TOC 1st Previous Next ↓Bottom Just 4th
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS                     

     The following table sets forth certain  information as of May 10, 1999 with
regard to the beneficial  ownership of the Common Stock by (i) each person known
to the  Company  to be the  beneficial  owner  of 5% or more of its  outstanding
Common Stock,  (ii) by the officers,  directors and nominees for director of the
Company individually and (iii) by the officers and directors as a group.        

     Name (1)                  Number of Shares Beneficially Owned       Percent
--------------------------------------------------------------------------------
Vichai Raksriaksorn              5,748,000 (2)                           28.38% 
Viratana Suntaranond             3,000,000 (3)                           14.81% 
Aimon Boonkhundha                3,000,000 (4)                           14.81% 
Antares Cheng                      100,000                                  *   
Suwan Panyapas                       -0-                                    *   
Dharmnoon Prachuabmoh                -0-                                    *   
Dr. Panya  Tantiyavarong             -0-                                    *   
Benjamin B. Fattedad                90,000 (5)                              *   
Niphon Raksriaksorn              1,037,883(6)                             5.12% 

TOTAL:   9 persons              12,975,883                               64.07% 

--------------------------                                                      
* less than 1%                                                                  

(1)  The mailing  address for each of the current  directors  is in care of King
     Power  International  Group Co., Ltd., 27th Floor of Siam Tower, 989 Rama I
Road, Patumwan, Bangkok 10330 Thailand.                               

(2)  This excludes 3,000,000 shares owned by his wife, Aimon Boonkhundha, as her
     separate property.  Mr.  Raksriaksorn  disclaims all beneficial interest in
     those shares,  as well as any right to vote or control the  disposition  of
those shares.                                                         

(3)  This excludes 1,000,000 shares owned by his wife, Umaratana Suntaranond, as
     her separate property,  as well as 150,000 shares in the aggregate owned by
     his three children.  Mr. Suntaranond  disclaims all beneficial  interest in
     those shares,  as well as any right to vote or control the  disposition  of
those shares.                                                         

(4)  This excludes 5,248,000 shares owned by her husband,  Vichai  Raksriaksorn,
     as his  separate  property,  as well as 5,000  shares  owned by her mother,
     Auemporn  Boonkhant.  Ms. Boonkhundha  disclaims all beneficial interest in
     those shares,  as well as the right to vote or control the  disposition  of
those shares.                                                         

(5)  Mr.  Fattedad  declined to stand for  re-election due to the demands of his
personal schedule.                                                    

                                                                             3

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(6)  This excludes 5,748,000 shares owned by his uncle, Vichai Raksriaksorn. Mr.
     Niphon  Raksriaksorn  disclaims all beneficial interest in those shares, as
well as the right to vote or control the disposition of those shares. 

 PROPOSAL ONE: ELECTION OF DIRECTORS

     The Board of  Directors  of the Company has  nominated  seven (7)  persons:
Vichai Raksriaksorn,  Viratana  Suntaranond,  Aimon Boonkhundha,  Antares Cheng,
Suwan Panyapas,  Dharmnoon  Prachuabmoh and Dr. Panya Tantiyavarong for election
to the  Board of  Directors,  each to serve a term of one  year  until  the next
Annual Meeting of  Stockholders or until his successor is elected and qualified.
Each of the nominees (except Dr. Panya  Tantiyavarong) is currently serving as a
director  and has  consented  to his  nomination  and,  so far as the Company is
aware, will serve as a director if elected. Mr. Benjamin B. Fattedad declined to
stand  for  re-election  due  to  the  demands  of his  personal  schedule.  For
information  regarding the background  and business  experience of each nominee,
see "DIRECTORS AND EXECUTIVE  OFFICERS" below. The shares represented by proxies
will be  voted as  specified  by each  stockholder.  If a  stockholder  does not
specify his or her choice in  writing,  the shares will be voted in favor of the
election of the nominees listed except that, in the event any nominee should not
continue  to be  available  for  election,  such  proxies  will be voted for the
election of such other person as the Board of Directors may recommend.          

     The Board of Directors unanimously  recommends that the stockholders of the
Company vote FOR all of the nominees for director.                              

DIRECTORS AND EXECUTIVE OFFICERS

     The following sets forth certain  information  regarding the background and
business  experience  (limited to positions  held during the last five years) of
the  Company's  Directors  and nominees for Director  (each of whom,  except Dr.
Panya  Tantiyavarong,  has served since June 1997) and the  Company's  executive
officers:                                                                       

Name                     Age             Position                     
----                     ---             --------                     

Vichai Raksriaksorn           41       Group Chairman, Chief Executive          
                    Officer & Director

Viratana Suntaranond          58       Group Executive Director, Chief          
                                         Financial Officer, Secretary & Director

                                                                               4

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Antares Cheng                 42       Group Managing Director & Director       

Aimon Boonkhundha             42       Deputy Group Managing Director & Director

Suwan Panyapas                55       Director                                 

Dharmnoon Prachuabmoh         65       Director                                 

Dr. Panya  Tantiyavarong      59       Nominee for Director                     

                                                        [Enlarge/Download Table]

                                                                                          

Vichai Raksriaksorn                                                                       
1997-Present      Group Chairman, Chief Executive Officer and Director of King            
                    Power International Group Co., Ltd.                                   
                  Managing Director of King Power Duty Free Co., Ltd.                     
                  Chairman of King Power Development Co., Ltd.                            
                  Thai National Dressage Team Manager                                     
                  Privilege Committee of Thailand Equestrian Federation                   
1995-1998         Chairman of King Power Duty Free (Macau) Co., Ltd.                      
                  Chairman of King Power Duty Free (C.B.O.) Limited, Hong Kong            
1994-Present      Managing Director of Top (China) Group Co., Ltd.                        
                  Chairman of King Power International Co., Ltd.                          
                  Managing Director of Forty Seven Co., Ltd.                              
                  Chairman of Beijing Great Wall (Top) Tourist Services Co., Ltd.         
                  Chairman of V&A Holdings Co., Ltd.                                      
1994-1998         Chairman of Hong Kong Kai Tak International Airport Duty Free           
                    Shop Co., Ltd.                                                        
1993-Present      Chairman of King Power Tax Free Co., Ltd.                               
                  Chairman of Capitalux Co., Ltd.                                         
1992-Present      Chairman of Lengle (Thailand) Co., Ltd.                                 
1991-Present      Chairman of TAT (Phnompenh) Duty Free Co., Ltd.                         
1989-Present      Managing Director of Downtown D.F.S. (Thailand) Co., Ltd.               

Viratana Suntaranond                                                                      
1997-Present      Group Executive Director, Chief Financial Officer, Secretary            
                    and Director  of King Power International Group Co., Ltd.             
                  Executive Director and Managing Director of King Power Duty             
                    Free Co., Ltd.                                                        
1994-Present      Director of Big Hand Co., Ltd.                                          
1993-Present      Managing Director of King Power Tax Free Co., Ltd.                      
1992-Present      President of U.M.P. Commercial Co.,                                     
1985-Present      President of Niji (Thailand) Co., Ltd.                                  
1984-Present      Managing Director of Thai-Tai International Trading Co., Ltd.           

                                                                               5          

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Antares Cheng                                                                             
1997-Present      Group Managing Director and Director of King Power                      
                    International Group Co., Ltd.                                         
1995-Present      Managing Director of Hong Kong Kai Tak International Airport            
                    Duty Free Shop Co., Ltd.                                              
                  General Manager of King Power Duty Free (Macau) Co., Ltd.               
1994-Present      Director of China Ferry Terminal GM Shop                                
1993-Present      Managing Director of Top Group (Thailand) Co., Ltd.                     
1992-Present      Managing Director of King Power Group                                   
                  Deputy Managing Director of Downtown D.F.S. (Thailand) Co., Ltd.        
1990-Present      Director of TAT Phnom Penh Duty Free Co., Ltd., Cambodia                
                  Shareholder, Director and General Manager of Europa Prince              
                    Department Store                                                      
1989-Present      Managing Director of  Railway Duty Free, Hong Kong                      

Aimon Boonkhundha                                                                         
1997-Present      Deputy Group Managing  Director and Director of King Power              
                    International Group Co., Ltd.                                         
1996-Present      Executive Director of King Power Duty Free Co., Ltd.                    
1994-Present      Executive Director of  Top Tourist Service Co., Ltd.                    
1993-Present      Director of King Power Tax Free Co., Ltd.                               
                  Executive Director of TAT Phnom Penh Co., Ltd.                          
1989-Present      Managing Director of Thai Nishigawa International Co., Ltd.             

Suwan Panyapas                                                                            
1997-Present      Director of King Power International Group Co., Ltd.                    
1996-Present      Senator of Thai National Assembly                                       
1991-Present      Advisor to TAT Duty Free Co., Ltd.                                      
1989-Present      Advisor & Shareholder of Downtown D.F.S. (Thailand) Co., Ltd.           
1989-1991         Managing Director of TAT Duty Free Co., Ltd.                            

Some Special Positions held in the past include:                                          

Member of Committee Training Successful Candidates appointed to Juvenile Court.           
Member of Sub-Committee on the Development of Judicial and Ministerial System.            
Member of Committee/Secretary on Selection Test for Judicial Officers.                    
Senior Chief Judge of Thonburi Civil Court.                                               
Chief Judge of Udon Thanee District Court.                                                
Chief Judge attached to the Ministry of Justice.                                          

Dharmnoon Prachuabmoh                                                                     
1997-Present      Director of King Power International Group Co., Ltd.                    
                  Life Member, Pacific Asia Travel Association (PATA)                     

                                                                               6          

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1995-1996         Member of Thai Parliament, House of Representatives                     
                  Advisor to Deputy Minister, Ministry of Communications and Transport    
                  Vice Chairman, Tourism Committee (House of Representatives)             
1988-1995         President of Thailand Incentive and Convention Association (TICA)       
1988-1989         President of Pacific Asia Travel Association                            
1986-1994         Governor of the Tourism Authority of Thailand (TAT)                     

Dr. Panya Tantiyavarong                                                                   
Currently         Retired                                                                 
Currently         Chairman of the Board of Directors of  Dynasty Ceramic Public Co., Ltd. 
Currently         Director of Petroleum Authority of Thailand                             
1998              Director and Advisor to the Executive Director Board of                 
                    Bangkok Metropolitan  Bank Ltd.                                       
1997-1998         Director and Executive Director of Metropolitan Life Assurance Co., Ltd.
                  Director of National Housing Authority                                  
1995-1998         Chairman of State Railway of Thailand                                   
1992-1997         Managing Director of Bangkok Metropolitan Bank Ltd.                     
1989-1991         Senior Executive Vice President of Krung Thai Bank Ltd.                 


Directors  of  the  Company  hold  office  until  the  next  annual  meeting  of
stockholders or until their  successors have been elected and qualified.  Vichai
Raksriaksorn  and Aimon  Boonkhundha  are  husband  and wife.  None of the other
directors or executive  officers are related.  Executive officers are elected by
the  Company's  Board  of  Directors  to  hold  office  until  their  respective
successors are elected and qualified.                                           

The Company's Bylaws provide that Directors may be paid their expenses,  if any.
Directors are not paid an annual  retainer but they were paid  $2,000-$5,000  to
attend the meetings held in 1998 of the Board of  Directors,  Board of Executive
Officers, and of its committees.  All Directors attended the two meetings of the
Board of Directors held in 1998.                                                

Committees of the Board of Directors                                            

The  Board  of  Directors  has  two  committees:  the  Audit  Committee  and the
Compensation Committee.  The Audit Committee is composed of Vichai Raksriaksorn,
Chairman,  Suwan  Panyapas and  Dharmnoon  Prachuabmoh.  The Audit  Committee is
responsible  for  recommending  the  appointment  of the  Company's  independent
auditors, with whom the Audit Committee reviews the scope of audit and non-audit
assignments  and  related  fees,  accounting  principals  used by the Company in
financial  reporting,  internal  auditing  procedures,  and the  adequacy of the
Company's internal control procedures. The Compensation Committee is composed of
Vichai Raksriaksorn,  Chairman,  Suwan Panyapas and Dharmnoon  Prachuabmoh.  The
Compensation  Committee is responsible for reviewing and making  recommendations
to the  Board of  Directors  concerning  all forms of  compensation  paid to the
Company's  executive  officers.  During the 1998  fiscal year there were was one
meeting of the Audit  Committee and one meeting of the  Compensation  Committee,
both of which were attended by all members.                                     

                                                                               7

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EXECUTIVE COMPENSATION

The following  table sets forth the cash and non-cash  compensation  paid by the
Company and/or its principal  subsidiaries  to the four  executive  officers who
were most highly  compensated in the fiscal years ended December 31, 1998,  1997
and 1996. None of the Company's other officers or directors received cash and/or
non-cash  compensation in excess of $100,000 for any of these fiscal years.  All
amounts are US dollars.                                                         

                                                        [Enlarge/Download Table]



SUMMARY COMPENSATION TABLE                                                                           

                                        ANNUAL COMPENSATION                                          
                                                                                         LONG-TERM   
                                                                                        COMPENSATION 
                                                                                            (***)    
Name & Principal Position               Year         Salary        Bonus   Other Annual              
                                                                           Compensation              
-----------------------------------------------------------------------------------------------------
                                                                                                     

Vichai Raksriaksorn                     1998            -            -        5,000*         None    
Group Chairman  &                       1997            -            -        6,800          None    
Chief Exec. Officer                     1996            -            -         -             None    

Viratana Suntaranond                    1998            -            -        5,000*         None    
Group Exec. Director &                  1997            -            -        6,800          None    
Chief Financial Officer                 1996            -            -          -            None    

Antares Cheng                           1998            -            -        2,000**        None    
Group Managing Director                 1997            -            -        6,800          None    
                                        1996            -            -          -            None    

Aimon Boonkhundha                       1998         53,000          -        2,000**        None    
Deputy Group Managing Director          1997            -            -        6,800          None    
                                        1996            -            -          -            None    

*  Both  Vichai   Raksriaksorn   and  Viratana   Suntaranond   received  meeting
compensation  for the Board of  Directors'  meetings  and the Board of Executive
Officers' meetings at $3,000 and $2,000, respectively.                          

** Both Antares Cheng and Aimon  Boonkhundha  received meeting  compensation for
the Board of Executive Officers' meetings in the amount of $2,000.              

 *** In addition to the table above,  the  applicable  SEC rules  provide for an
Options  Granted Table,  an Options  Exercised and Fiscal Year-End Option Values
Table, a Long-Term  Incentive Plan Awards Table and a Pension Plan Table.  These
tables do not appear in this proxy statement  because the Company did not during
fiscal year 1998 maintain any such plans.                                       

The Company has no employment  agreements with any of its executive  officers or
directors.                                                                      

                                                                               8

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PROPOSAL TWO: OTHER BUSINESS

In addition to the business discussed above and which the stockholders have been
requested to vote upon, the management of the Company intends to present at this
Annual  Meeting  two  matters in the  nature of  reports.  First,  copies of the
minutes  of the  Annual  Meeting of  Stockholders  held on May 29,  1998 will be
distributed for review and comment by the stockholders.  Second, management will
present  the  Company's  financial  statements  in the same form as they are set
forth  in  the  Annual  Report  to  Stockholders  that  accompanies  this  proxy
statement.  Attendance  at this Annual  Meeting,  whether in person or by proxy,
will constitute approval of both the minutes and financial  statements described
above. The management of the Company knows of no matters other than those stated
above that are to be  brought  before the  meeting.  However,  if any such other
matters should be presented for consideration and voting, it is the intention of
the  persons  named in the  proxy  to vote  thereon  in  accordance  with  their
judgment.                                                                       

 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of the  Securities  Exchange  Act of  1934  and  the  disclosure
requirements  of Item 405 of Regulation  S-K require the Company's  officers and
directors,  and  persons  who own  more  than 10% 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.  Officers,  directors and
greater than 10% stockholders are required by Securities and Exchange Commission
regulations  to furnish the Company with copies of all Section  16(a) forms they
file.  Based  solely on the review of the copies of such forms  furnished to the
Company, or written  representations that no Form 5s were required,  the Company
believes that during the 1998 fiscal year all Section 16(a) filing  requirements
applicable  to its greater than 10%  beneficial  owners,  directors and officers
were complied with in a timely fashion.                                         

                                                                               9

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ANNUAL REPORTS

The Annual Report to  Stockholders  for the fiscal year that ended  December 31,
1998,  including  financial  statements,  is being  furnished  with  this  Proxy
Statement to stockholders of record as of May 10, 1999. The Company will provide
without charge,  at the written request of any stockholder of record,  a copy of
the  Annual  Report  on Form  10-K as filed  with the  Securities  and  Exchange
Commission,  except exhibits thereto.  Neither of these Annual Reports forms any
part of the material for solicitation of proxies.                               

 STOCKHOLDER PROPOSALS

Any  stockholder  who  intends to present a proposal  for  consideration  at the
Company's  next Annual Meeting of  Stockholders  and wishes to have the proposal
included in the  Company's  proxy  statement  for that  meeting  must submit the
proposal to the  Secretary  of the Company no later than  February 1, 2000.  All
such  proposals  must be in compliance  with the  applicable  regulations of the
Securities and Exchange Commission.                                             

 By Order of the Board of Directors,

 Viratana Suntaranond, Secretary
May 11, 1999

                                                                              10

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KING POWER INTERNATIONAL GROUP CO., LTD.
27TH FLOOR, SIAM TOWER, 989 RAMA I ROAD, PATUMWAN,
BANGKOK 10330 THAILAND

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The  undersigned  hereby  appoints  Vichai  Raksriaksorn  and  Viratana
Suntaranond  and each of them as proxies with power of  substitution to vote all
shares of King Power  International  Group Co., Ltd. (the  "Company")  which the
undersigned  is entitled to vote at the Annual Meeting of  Stockholders  on June
18, 1999, to be held in the  conference  room on the 27th floor at the Company's
offices in Siam Tower, at 989 Rama I Road, Patumwan, Bangkok, Thailand beginning
at  10:00  a.m.,  or at  any  adjournment  thereof,  with  all  the  powers  the
undersigned  would have if  personally  present  as  specified,  respecting  the
following  matters  described in the accompanying  Proxy Statement and, in their
discretion, on other matters which may come before the meeting.                 

         1. To elect seven (7)  directors  to hold office  until the next annual
election of directors by stockholders or until their respective  successors have
been duly elected and qualified.                                                

A.  [  ]  FOR the nominees listed below                       
    B.  [  ]  WITHHOLD AUTHORITY to vote for all nominees listed below
C.  [  ]  FOR ALL NOMINEES EXCEPT:                            

Instructions: To withhold authority to vote for any individual(s),  choose C and
write in the name of the  nominee(s) on this  line_____________________________.
Nominees  are Vichai  Raksriaksorn,  Viratana  Suntaranond,  Aimon  Boonkhundha,
Antares   Cheng,   Suwan   Panyapas,   Dharmnoon   Prachuabmoh   and  Dr.  Panya
Tantiyavarong.                                                                  

         2. To transact  such other  business  as may  properly  come before the
meeting or any adjournment thereof.                                             

FOR  [ ]              AGAINST  [ ]              ABSTAIN  [ ]  

         This  proxy  will  be  voted  in  accordance  with  the   stockholder's
specifications.  Unless  directed to the contrary,  this proxy will be voted FOR
Items 1 and 2. A  majority  (or if only one,  then that one) of the  proxies  or
substitutes  acting at the meeting may  exercise  the powers  conferred  herein.
Receipt  of  accompanying  Notice  of  Meeting  and  Proxy  Statement  is hereby
acknowledged.                                                                   

                                     -------------------------------------
                           (signature)

      Date:_________, 1999           -------------------------------------
                           (signature)

                                     -------------------------------------
                           Please  print  your name(s)

(Please  sign your  name(s) as fully and  exactly as listed.  When  signing in a
fiduciary or representative capacity, please give full title as such. When there
is  more  than  one  owner,  each  owner  should  sign.  Proxies  executed  by a
corporation  should  be  signed  in full  corporate  name  by a duly  authorized
officer.)                                                                       

PLEASE MARK, SIGN, DATE AND MAIL IN THE ENVELOPE PROVIDED.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	2/1/00	11
	6/18/99	1	12
	5/11/99	1	11
	5/10/99	2	11
Filed on / For Period End:	4/27/99
	12/31/98	9	11	10-K, NT 10-K
	5/29/98	10
	12/31/97	9		10KSB, 10KSB/A, DEF 14A
	12/31/96	9		10-K
				List all Filings

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Filing Submission 0001010549-99-000101 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

King Power International Group Co Ltd – ‘DEF 14A’ for 4/27/99

As of: Tuesday, 4/27/99 · For: 4/27/99 · Accession #: 1010549-99-101 · File #: 1-13205

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Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents