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Tri National Development Corp · DEF 14A · For 11/23/99

Filed On 11/24/99   ·   Accession Number 1017951-99-170   ·   SEC File 0-29164

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

11/24/99  Tri National Development Corp     DEF 14A    11/23/99    1:33K                                    Online Data Link Ltd/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                            15     71K 


Document Table of Contents

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11st Page   -   Filing Submission
2Annual Meeting of Shareholders - December 22,1999
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TRI-NATIONAL DEVELOPMENT CORP. 480 Camino Del Rio South, Suite 140 San Diego, California 92108 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 22, 1999 TO THE SHAREHOLDERS OF TRI-NATIONAL DEVELOPMENT CORP.: The annual meeting of the shareholders of Tri National Development Corp. (the "Company") will be held at 480 Camino Del Rio South, Suite 140, San Diego, California 92108, on December 22, 1999, at 9:00 a.m. for the following purpose: 1. To elect a Board of Directors for the Company. 2. To approve the continuation of Ludlow & Harrison, LLP as the Company's independent public accountants for the fiscal year ending April 30, 2000. 3. To transact such other business as may properly come before the meeting or any adjournment thereof. THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS AND RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF EACH OTHER ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS. Shareholders of record at the close of business on October 25, 1999, are the only persons entitled to notice of and to vote at the meeting. Your attention is directed to the attached Proxy Statement. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE COMPANY FURTHER SOLICITATION EXPENSE. If you are present at the meeting, you may then revoke your proxy and vote in person, as explained in the Proxy Statement in the section entitled "ANNUAL MEETING OF SHAREHOLDERS - DECEMBER 22,1999." A return envelope is enclosed for your convenience. /s/ JASON A SUNSTEIN Jason A. Sunstein Secretary Dated: November 23, 1999 480 Camino Del Rio South, Suite 140, San Diego, CA 92108 Tel. (619) 718-6370 Fax (619) 718-6377
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________________________________________ PROXY STATEMENT ________________________________________ TRI-NATIONAL DEVELOPMENT CORP. 480 Camino Del Rio South, Suite 140 San Diego, California 92108  ANNUAL MEETING OF SHAREHOLDERS - DECEMBER 22, 1999 The enclosed Proxy is solicited by the Board of Directors of Tri-National Development Corp. (the "Board") in connection with the annual meeting of shareholders of Tri-National Development Corp. (the "Company") to be held on December 22, 1999 at 9:00 A.M. at 480 Camino Del Rio South, Suite 140, San Diego, California 92108, and at any adjournments thereof. The cost of solicitation, including the cost of preparing and mailing the Notice of Shareholders' Meeting and this Proxy Statement, will be paid by the Company. Such mailing took place on approximately November 23, 1999. Representatives of the Company may, without cost to the Company, solicit Proxies for the management of the Company by means of mail, telephone or personal calls. A Proxy with respect to the Company may be revoked before the meeting by giving written notice of revocation to the Secretary of the Company, or may be revoked at the meeting, prior to voting. Unless revoked, properly executed Proxies with respect to the Company will be voted as indicated in this Proxy Statement. In instances where choices are specified by the shareholders in the Proxy, those Proxies will be voted or the vote will be withheld in accordance with each shareholder's choice. An "abstention" on any proposal will be counted as present for purposes of determining whether a quorum of shares is present at the meeting with respect to the proposal on which the abstention is noted, but will be counted as a vote "against" such proposal. Should any other matters come before the meeting, it is the intention of the persons named as proxies in the enclosed Proxy to act upon them according to their best judgment. Only shareholders of record at the close of business on October 25, 1999 may vote at the meeting or any adjournments thereof. As of that date there were issued and outstanding approximately 29,861,978 common shares of all classes, no par value, of the Company. Each shareholder of the Company is entitled to one vote for each share of the Company held. Voting for the election of directors is not cumulative, which means that the holders of a majority of the Company's outstanding shares have the power to elect the entire board of directors of the Company. None of the matters to be presented at the meeting will entitle any shareholder of the Company to appraisal rights. In the event that Proxies which are sufficient in number to constitute a quorum are not received by December 17, 1999, the persons named as Proxies may propose one or more adjournments of the meeting to permit further solicitation of Proxies. Such adjournments will require the affirmative vote of the holders of a majority of the shares present in person or by Proxy at the meeting. The persons named as proxies will vote in favor of such adjournment. At the annual meeting, the shareholders of the Company will be asked to reelect the current members of the Board and to approve the selection of the independent public accountant for the Company.
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SHARE OWNERSHIP As of November 16, 1999, to the knowledge of management, two persons owned beneficially more than 5% of the outstanding shares of the Company. The following table sets forth, as of April 30, 1999, information relating to the beneficial ownership of the Company's Common Stock by each person known to the Company to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, by each director, by each of the named executive officers and by all directors and executive officers as a group. Name Number of Shares of Percent of Outstanding ---- Common Stock Held Shares ----------------- ------ Michael A. Sunstein 2,063,240 7.98 Jerry J. Parker, M.D. 1,850,857 7.16 Paul G. Goss 325,000 1.26 Jason A. Sunstein 275,000 1.06 Jay Pasternak 121,287 0.47 Robert Rosen, M.D. 90,000 0.35 Arthur Lilly 74,000 0.29 Gilbert Fuentes 50,000 0.19 Shane Kennedy 1,200 0.01 Theodore Takacs 1,000 0.01 All Directors and Officers as a Group 4,851,588 18.78 ANNUAL REPORT OF THE COMPANY The semiannual report of the Company containing unaudited financial statements for the three months ended July 31, 1999 and audited financial statements for the fiscal year ended April 30, 1999 was mailed to the shareholders on or about November 23, 1999. 3
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PROPOSAL 1 ELECTION OF DIRECTORS It is intended that the enclosed Proxy will be voted for the election of the seven (7) persons named below as directors for the Company unless such authority has been withheld in the respective Proxy. The term of office of each person elected to be a director of the Company will be until the next regular or annual meeting of the shareholders at which election of directors is an agenda item and until his successor is duly elected and shall qualify. Pertinent information regarding each nominee for the past five years is set forth following his name below. [Enlarge/Download Table] NAME AND AGE POSITION WITH THE COMPANY AND BUSINESS ADDRESS AND PRINCIPAL OCCUPATIONS Michael A. Sunstein (57) Mr. Sunstein has been the Chief 480 Camino Del Rio South Executive Officer and a Director Suite 140 of the Company since 1989. Prior San Diego, CA 92108 to founding the Company, Mr. Sunstein spent 15 years in the housing industry, primarily with Kaufman and Broad Homes, Inc., a New York Stock Exchange listed company, where he served as President of the Midwestern Division and acting President of the East Coast Division. In those capacities he was responsible for the financial, building and delivery of approximately $30,000,000 in housing sales annually. He resigned from Kaufman and Broad and started his own firm in the building and materials and single- family home industry in Michigan. Shane Kennedy (35) Mr. Kennedy has been a Director of 480 Camino Del Rio South the Company since 1994. Mr. Kennedy Suite 140 has been an insurance adjuster for San Diego, CA 92108 the Insurance Corporation of British Columbia since 1990 and is also President of Northern Trader Incorporated, which is an import and export company. He is Canadian citizen. Mr. Kennedy received his B.A. degree in Political Science from the University of British Columbia. 4
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Arthur Lilly (67) Mr. Lilly has been a Director of the 480 Camino Del Rio South Company since 1995. Since January 1, Suite 140 1995, he has been and is currently San Diego, CA 92108 Vice President of Finance and Chief Financial Officer of Canlan Investment Corp. From 1968 to 1994, Mr. Lilly was a partner in the accounting firm of Lilly Johanneson, which served as the Company's auditors from 1988 to 1994. Mr. Lilly, a Chartered Accountant, has a Bachelor of Commerce degree from the University of British Columbia. Jay Pasternak (42) Mr. Pasternak has been a Director of 480 Camino Del Rio South the Company since 1994. He is a Suite 140 Canadian citizen who has spent the San Diego, CA 92108 last ten years in the private practice of mental health counseling at the Denwood Institute in Toronto, Canada, Ontario Hydro, Futures Ontario and the Hubar Memorial Hospital, all Canadian government facilities. Mr. Pasternak is a C.L.S. graduate from McMaster University in Hamilton, Ontario (1994) and a Human Services Counselor graduate from George Brown University 1996. Robert Rosen, M.D. (52) Dr. Rosen has been a Director of the 480 Camino Del Rio South Company since 1994. Dr. Rosen is an Suite 140 opthamologist and is presently San Diego, CA 92108 Executive Director of MAC-IPA, a 47 physician multi-specialty IPA in Montgomery County, Tennessee, where he is responsible for policy, long range strategic planning, physician recruitment, contracting and utilization review. From 1993 to 1995 he was Medical Director of the MidSouth Eye Center in Clarksville, Tennessee, a private practice, and Medical Director of EYE PA, a nationwide integrated delivery system for eyecare, a subsidiary of EYECORP/PRG. From 1992 to 1993 he was Associate Medical Director of East County Physician Medical Group (IPA) in San Diego, California and from 1977 to 1993 he was President and Medical Director of Eye Care Professionals in San Diego, a single specialty medical corporation. He was also Medical Director of the Pearle Eye 5
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Foundation from 1987 to 1993, a non-profit corporation and he also served as Medical Director for Pearle Visioncare, a California Knox-Keane HMO from 1986 until 1993. Dr. Rosen was Assistant Clinical Professor of Opthamology at the University of California, San Diego from 1977 until 1993. Theodore Takacs (52) Mr. Takacs has been a Director of 480 Camino Del Rio South the Company since 1994. Mr. Takacs Suite 140 is a Canadian citizen who for the San Diego, CA 92108 last ten years has been engaged in labor relations consulting and negotiation. He is presently a Constituency Assistant to the Honorable Bill Barlee in Osoyoos, British Columbia where he also owns and operates an orchard. Jerry J. Parker, M.D. (62) Dr. Parker has been a Director of 480 Camino Del Rio South the Company since 1996, and is V.P. Suite 140 for Medical Affairs. He serves as San Diego, CA 92108 Director of Radiology for several MRI and imaging centers in Northern California. He is Clinical Associate Professor of Radiology at the University of California San Fransisco and Instructor of School of Medicine. Dr. Parker received his M.D. degree from the University of Manitoba, Canada.
None of the persons named as nominees for the Company are directors of any other Reporting Companies. "Reporting Companies" include companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act")or subject to the requirements of Section 15(d) of the 1934 Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company does not have a standing audit or nominating committee of its board of directors, or committees performing similar functions. The Company has granted stock options to members of the board of directors in 1996, 1997 and 1998. Other than these stock options, the Company does not pay compensation to its directors, nor does it maintain any pension, retirement or other arrangement other than as disclosed in the following table for compensating its Directors. The board of directors for the Company held a total of eight (8) regular meetings during its last fiscal year. All directors attended each of the meetings via telephone conferencing. 6
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The Company has an advisory board. The Company's advisory team consists of the following key members: DOUGLAS MORGAN. Mr. Morgan joined the Company in 1989 as a shareholder and in September of 1998 as a consultant for Internet marketing, web design and computer software, hardware and networking. Mr. Morgan is a Magna Cum Laude graduate from both Massachusetss Institute of Technology with a Bachelors Degree and Stanford University with a Masters Degree, both in Computer Science and Electrical Engineering. He has over 25 years of experience in the computer industry with an early background in programming, design and project management with companies such as Computer Sciences Corp., Hughes, NCR and Hewlett Packard. DANIEL LOMAX. Mr. Lomax has been involved with the Company in various capacities since 1990 and most recently as President of Solymar, the construction company contracted to build the Company's assisted living facilities. Mr. Lomax entered the general contracting and development business in the State of California in 1960 with single-family homes, remodeling, commercial projects and major shopping center tenant improvements. In 1975, Mr. Lomax received his BI heavy construction license from the State of Arizona and started designing, building and financing single-family town homes, single-family lot homes and condominiums, exceeding 1,500 units. LOUIS LESSER. Mr. Lesser has been a consultant to the Company since 1991 on financing and real estate transactions. Mr. Lesser has successfully built, owned and operated numerous real estate companies, hotel properties and oil and gas companies since 1935, including Chairman and President of Louis Lesser Enterprises, Inc. of Beverly Hills, CA, which was listed on the American Stock Exchange. Louis Lesser Enterprises built, developed and operated over $1,000,000,000 of commercial and residential real estate properties and over $500,000,000 of housing projects for the Army, Navy, Air Force and Marine Corps. all over the U.S. DAVID RENTZ. Mr. Rentz has been a consultant to the Company since 1998 on corporate financing and real estate transactions and most recently, for the past four years as President of Rentz Christian & Co., the Company's investment banker. Rentz Christian is the Dealer-Manager of a $3.2 million Private Placement for a "Participating First Mortgage Financing Program" (see "Subsequent Events") for Portal Del Mar (see "Business"). Prior to Rentz Christian & Co., Mr. Rentz was the President of Florida Country Development, which was purchased from the Carlson Companies (TGI Fridays, Radisson Hotels, Carlson Travel Group, etc.) the rights to franchise Country Kitchen Restaurants in Florida. Mr. Rentz has developed commercial and residential real estate projects in Kansas City, Mo. and Springfield, Mo. Mr. Rentz holds an MBA from Rockhurst College and a B.S. in Economics from Central Missouri State University. DAVID SONNENBLICK. Mr. Sonnenblick has been a consultant to the Company since 1996 on financing, real estate transactions and mergers and acquisitions. Mr. Sonnenblick is currently the Managing Director of the Los Angeles office for Sonnenblick Goldman Co., a national 105-year old investment banking firm, headquartered in New York. Mr. Sonnenblick has successfully closed transactions valued in excess of $1,000,000,000 on behalf of his clients. Mr. Sonnenblick attended the University of Denver where he was an honors student and completed his studies at the University of Colorado where he received a B.A. in Economics in 1982. 7
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The following table discloses the compensation paid to the company's directors for the fiscal year ended April 30, 1999. [Enlarge/Download Table] -------------------------------------------------------------------------------------- Cash Compensation Security Grants ------------------------------------------------------------- Number of Annual Consulting Securities Retainer Meeting Fees/ Number of Underlying Name Fees Fees Other Fees Shares Options/SARs ------------------------------------------------------------------------------------- Michael A. Sunstein - - - - 350,000(1) ------------------------------------------------------------------------------------- Shane Kennedy - - - - 50,000 ------------------------------------------------------------------------------------- Arthur Lilly - - - - 50,000 ------------------------------------------------------------------------------------- Robert Rosen, M.D. - - - - 50,000 ------------------------------------------------------------------------------------- Theodore Takacs - - - - 50,000 ------------------------------------------------------------------------------------- Jay Pasternak - - - - 50,000 ------------------------------------------------------------------------------------- Jerry J. Parker, M.D. - - - - 50,000 ------------------------------------------------------------------------------------- (1) In addition to membership on the Board of Directors, Mr. Sunstein is acting Chief Executive Officer and President of the Company. Additional options granted to Mr. Sunstein are in consideration for his services in these other capacities. In voting for directors, you must vote all of your shares noncumulatively. This means that the owners of a majority of the Company's outstanding shares have the power to elect the Company's entire board of directors. The vote of a majority of shares of the Company represented at the meeting, provided at least a quorum (a majority of the outstanding shares) is represented in person or by proxy, is sufficient for the election of the above nominees to the Board. By completing the Proxy, you give the proxy the right to vote for the persons named in the table above. If you elect to withhold authority for any individual nominee or nominees, you may do so by making an "X" in the box marked "VOTE FOR NOMINEE(S) NOT LINED OUT," and by striking a line through the nominees' name or names on the Proxy that you do not vote for. Each of the nominees has agreed to serve as a director of the Company until his replacement is elected and qualified. If any unforeseen event prevents one or more of the nominees from serving as a director, your votes will be cast for the election of a substitute or substitutes selected by the Board. In no event, however, can the Proxies be voted for a greater number of persons than the number of nominees named. Unless otherwise instructed, the proxies will vote for the election of each nominee to serve as a director of the Company. Each of the Company's current directors is a nominee for director. Pertinent information regarding each is set forth following his name above. 8
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THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE TO ELECT EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS OF THE Company. PROPOSAL 2 RATIFICATION OR REJECTION OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors has selected Ludlow & Harrison, LLP as the Company's independent accountants for the fiscal year ending April 30, 2000 and has directed that management submit the selection of independent accountants to the stockholders for ratification at the Annual Meeting. Ludlow & Harrison, LLP audited the Company's financial statements for fiscal 1999. No representatives of Ludlow & Harrison, LLP are expected to be present at the Annual Meeting. Stockholders are not required to ratify the selection of Ludlow & Harrison, LLP as the Company's independent accountants. However, the Board is submitting the selection of Ludlow & Harrison to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board in its discretion may direct the appointment of a different independent accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders. The affirmative vote of the holders of a majority of the shares represented and voting at the meeting will be required to ratify the selection of Ludlow & Harrison, LLP. THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE IN FAVOR OF THE PROPOSAL. UNLESS OTHERWISE INSTRUCTED, THE PROXIES WILL VOTE IN FAVOR OF THE PROPOSAL TO RATIFY THE SELECTION OF THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS. OTHER MATTERS Management does not intend to present any business at the meeting not mentioned in this Proxy Statement, and currently knows of no other business to be presented. If any other matters are brought before the meeting, the appointed proxies will vote all Proxies on such matters in accordance with their judgment of the best interests of the Company. 9
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SUPPLEMENTAL INFORMATION WITH RESPECT TO THE COMPANY Certain information about the current executive officers of the Company is set forth below. Each executive officer of the Company may be removed from office at any time by a majority of the Company's Board of Directors with or without cause. [Download Table] NAME AGE POSITION HELD PRINCIPAL OCCUPATIONS Michael A. Sunstein 57 Director, CEO Mr. Sunstein has been the Chief President since Executive Officer and a Director of 1989 the Company since its inception. Prior to joining the Company, Mr. Sunstein spent 15 years in the housing industry, primarily with Kaufman and Broad Homes, Inc., a New York Stock Exchange listed company, where he served as President of the Midwestern Division and acting President of the East Coast Division. In those capacities he was responsible for the financial, building and delivery of approximately $30,000,000 in housing sales annually. He resigned from Kaufman and Broad and started his own firm in the building and materials and single-family home industry in Michigan. Gilbert Fuentes 66 Chief Financial Mr. Fuentes has been the Chief Officer since Financial Officer since 1996. He has 1996 25 years of experience in the banking industry. He has held the positions of President and Chief Executive Officer, Senior Vice President, Chief Financial Officer, Treasurer and Comptroller for multi- billion dollar banking organizations. He has authored several articles in the fields of finance and cash management, as well as the 1992 and 1993 Economic Forecast of the United States and Mexico, published by the U.S. Mexico Foundation. Mr. Fuentes has developed innovative cash management systems, investment strategies and strategic financial plans that resulted in millions of dollars of incremental income for his former employers. Paul G. Goss 56 V.P. & U.S. Mr. Goss has been a Vice President and Legal Counsel General Counsel to the Company since since 1996 September of 1996. Mr. Goss has been the Executive Vice President and General Counsel for One Capital Corporation, a private merchant bank with offices in New York and Denver since 1990. Prior to joining One Capital Corporation, Mr. Goss was engaged in the private practice of law in Denver, Colorado with a concentration in real estate, corporate and securities law. He is a member of the Denver and Colorado Bar 10
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Associations. Mr. Goss has a Masters in Business Administration in addition to his law degree from the University of Denver. Bersain Gutierrez 42 V.P. & Mexico Mr. Gutierrez joined the Company in Legal Counsel October of 1998 as V.P. Legal Counsel, since 1998 Mexico and Director of Mexican Operations. He has been instrumental in negotiating, coordinating title policies, surveys and the filing and approval for Municipal zoning and permits for the Company's real estate projects in Mexico. Prior to joining the Company, Mr. Gutierrez held high positions in the Secretaria de Hacienda y Credito Publico (I.R.S. of Mexico), as well as District Attorney for the Federal District of Mexico City. He also held high positions in the Procudaria de Justicia del D.F. (the F.B.I. of Mexico). Mr. Gutierrez graduated with honors from the law school of Universidad Autonoma de Mexico in 1979. Jerry J. Parker, M.D. 62 V.P. of Medical Dr. Parker has been a Director of the Development Company since 1996, and is V.P. for since 1996 Medical Affairs. He serves as Director of Radiology for several MRI and imaging centers in Northern California. He is Clinical Associate Professor of Radiology at the University of California San Fransisco and Instructor of School of Medicine. Dr. Parker received his M.D. degree from the University of Manitoba, Canada. Jason Sunstein 28 Secretary & V.P. Mr. Sunstein has been Vice President of Investor of Investor Relations for the Company Relations since since 1989 and for MRI Medical 1989 Diagnostics, Inc. since 1992. He attended San Diego State University where he majored in Finance and is a licensed securities broker. He is the son of Michael Sunstein.
Jason A. Sunstein is the son of Michael A. Sunstein. There are no other family relationships between the proposed executive officers or directors. The Company's address is: 480 Camino Del Rio South, Suite 140, San Diego, California 92108. 11
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During the fiscal years ended April 30, 1997, 1998, and 1999, the Company granted options to certain of its officers as compensation for their services pursuant to the Company's Stock Option Plan. Total compensation paid to officers of the Company for its past three fiscal years is set forth below: SUMMARY COMPENSATION TABLE [Enlarge/Download Table] Long Term Compensation ------------------------------- Annual Compensation Awards Payouts -------------------------------------------------------------- Other Securities Annual Restricted Under- All Other Name and Compen- Stock lying LTIP Compen- Principal sation Award(s) Options Payouts sation Position Year Salary($) Bonus($) ($) ($) (#) ($) ($) --------------------------------------------------------------------------------------------- Michael A. 1997 $ 74,000 $ 0 $ 0 $ 0 550,000 $ 0 $ 0 Sunstein 1998 $120,000 $ 0 $ 0 $ 0 450,000 $ 0 $ 0 CEO & 1999 $144,000 $ 0 $ 0 $ 0 350,000 $ 0 $ 0 President Gilbert 1997 $ 37,000 $ 0 $ 0 $ 0 - $ 0 $ 0 Fuentes, 1998 $ 60,000 $ 0 $ 0 $ 0 150,000 $ 0 $ 0 CFO 1999 $ 72,000 $ 0 $ 0 $ 0 125,000 $ 0 $ 0 Paul G. 1997 $ 0 $ 0 $ 0 $43,000 0 $ 0 $ 0 Goss, V.P. 1998 $ 0 $ 0 $ 0 $66,000 0 $ 0 $ 0 & U.S. 1999 $ 0 $ 0 $ 0 $68,250 0 $ 0 $ 0 Counsel Jason A. 1997 $ 37,000 $ 0 $ 0 $ 0 150,000 $ 0 $ 0 Sunstein, 1998 $ 60,000 $ 0 $ 0 $ 0 150,000 $ 0 $ 0 Secretary 1999 $ 72,000 $ 0 $ 0 $ 0 125,000 $ 0 $ 0 & V.P. Bersain 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0 Gutierrez, V.P. & Mexico Counsel(1) Jerry J. 1997 $ 0 $ 0 $ 0 $ 0 - $ 0 $ 0 Parker, 1998 $ 0 $ 0 $ 0 $ 0 - $ 0 $ 0 M.D., V.P. 1999 $ 0 $ 0 $ 0 $ 0 50,000 $ 0 $ 0 (1) Bersain Gutierrez has only recently been retained as Vice-President and Mexico Legal Counsel for the Company, and did not receive compensation from the Company in it's most recent fiscal year. (2) There were six directors for the fiscal year ended April 30, 1999. 12
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Option/SAR Grants in Last Fiscal Year Individual Grants ------------------------------------------------------------------------------ Number of % of Total Securities Options/SARs Underlying Granted to Options/ Employees Exercise of SARs in Base Name Granted(#) Fiscal Year Price($/Sh) Expiration Date ---- ---------- ----------- ----------- --------------- Michael A. Sunstein 350,000 35% $0.50 December 1999 Gilbert Fuentes 125,000 12.5% $0.50 December 1999 Paul G. Goss - - - - Jason A. Sunstein 125,000 12.5% $0.50 December 1999 Bersain Gutierrez - - - - Jerry J. Parker, M.D. 50,000 5% $0.50 December 1999 None of the executive officers listed above exercised options to purchase common stock in the fiscal year ended April 30, 1999. Currently, the Company has not implemented a long-term incentive plan for compensation of its executive officers and key employees. SHAREHOLDER PROPOSALS Proposals of shareholders of the Company which are intended to be presented by such shareholders at the Company's next Annual Meeting of Shareholders must be received by the Company no later than June 22, 2000 in order to be considered for inclusion in the Company's proxy statement and form of proxy relating to that meeting. /s/ JASON A. SUNSTEIN JASON A. SUNSTEIN, Secretary Dated: November 23, 1999 13
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PROXY PROXY TRI-NATIONAL DEVELOPMENT CORP. PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 22, 1999 The undersigned hereby appoints Michael A. Sunstein and Jason A. Sunstein, President and Secretary, respectively, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of Tri-National Development Corp. (the "Company") which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Company to be held at 480 Camino Del Rio South, Suite 140, San Diego, California 92108 on December 22, 1999 at 9:00 a.m. local time and at any and all continuations and adjournments or postponements thereof, with all powers that the undersigned would possess if personally present, on the following matters, in accordance with the following instructions, and on all matters that may properly come before the meeting. With respect to any matter not known to the Company as of December 17, 1999, such proxies are authorized to vote in their discretion. UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. YOUR VOTE IS IMPORTANT. THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. (Continued and to be signed on the other side) 14
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TRI-NATIONAL DEVELOPMENT CORP. PLEASE MARK VOTE IN THE FOLLOWING MANNER USING DARK INK ONLY. [X] THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2 AND 3. 1. To elect seven directors to hold office until the 2000 Annual Meeting of Shareholders. FOR WITHHELD VOTE FOR NOMINEE(S) NOT LINED OUT [ ] [ ] Strike a line through the nominee(s) name or names below that you do not vote for NOMINEES: Michael A. Sunstein, Shane Kennedy, Arthur Lilly, Jay Pasternak, Robert Rosen, M.D., Theodore Takacs and Jerry J. Parker, M.D.. 2. To approve the continuation of Ludlow & Harrison, LLP as the Company's independent public accountants for the fiscal year ending April 30, 2000. FOR AGAINST ABSTAIN [ ] [ ] [ ] ________________________________ Signature ________________________________ Signature Please vote, sign, date and promptly return this proxy in the enclosed return envelope which is postage prepaid if mailed in the United States. Please sign exactly as your name appears hereon. If the stock is registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should add their titles. If signer is a corporation, please give full corporate name and have a duly authorized officer sign, stating title. If signer is a partnership or limited liability company, please sign the company name by authorized person.

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This DEF 14A Filing   Date First   Last      Other Filings
4/30/971210-K
4/30/981210KSB40
4/30/9931310KSB40, NT 10-K
7/31/99310QSB
10/25/9912
11/16/993
For The Period Ended11/23/99113
Filed On / Filed As Of11/24/99
12/17/99214
12/22/99114
4/30/0011510KSB40, NT 10-K
6/22/0013
 
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