BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
150 Louisiana N.E.
Albuquerque, New Mexico 87108
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 18, 1998
-------------------------
To Our Stockholders:
The 1998 Annual Meeting of Stockholders (the "Annual Meeting") of BOWLIN
Outdoor Advertising & Travel Centers Incorporated (the "Company") will be held
at 8:00 a.m., Mountain Standard Time, on Friday, September 18, 1998, at the
Sheraton Uptown Hotel at 2600 Louisiana N.E., Albuquerque, New Mexico 87110 for
the following purposes:
1. To elect two Class II directors to the Board of Directors to serve for
three-year terms;
2. To ratify the appointment of KPMG Peat Marwick LLP to serve as
independent public accountants of the Company for the year ending
January 31, 1999; and
3. To transact such other business as may properly come before the Annual
Meeting.
Shareholders of record at the close of business on Monday, July 20, 1998
(the "Record Date") are entitled to vote at the meeting and at any adjournment
or postponement thereof. Shares of Common Stock can be voted at the meeting only
if the holder is present or represented by proxy. A list of shareholders
entitled to vote at the meeting will be available for inspection at the
Company's corporate headquarters for any purpose germane to the Annual Meeting
during ordinary business hours for ten (10) days prior to the meeting.
A copy of the Company's 1998 Annual Report to Stockholders, which includes
audited financial statements, is enclosed. Management and the Board of Directors
cordially invite you to attend the Annual Meeting.
By Order of the Board of Directors
Michael L. Bowlin
Chairman of the Board, President and
Chief Executive Officer
Albuquerque, New Mexico
August 3, 1998
<PAGE>
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
150 Louisiana N.E.
Albuquerque, New Mexico 87108
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PROXY STATEMENT
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INFORMATION CONCERNING SOLICITATION AND VOTING
This Proxy Statement is being furnished to holders of Common Stock, $.001
par value (the "Common Stock") of Bowlin Outdoor Advertising & Travel Centers
Incorporated, a Nevada corporation (the "Company"). The accompanying proxy is
solicited by the Board of Directors of the Company, for use at the Annual
Meeting of Stockholders to be held on September 18, 1998 (the "Annual Meeting"),
or any adjournment or postponement thereof for the purposes set forth herein and
in the accompanying Notice of Annual Meeting of Stockholders. This Proxy
Statement and the accompanying form of proxy were mailed to all stockholders
entitled to vote at the Annual Meeting on or about August 3, 1998. The corporate
offices of the Company are located at 150 Louisiana N.E., Albuquerque, New
Mexico 87108 and its telephone number at that address is (505) 266-5985.
VOTING RIGHTS
Only holders of record of the Company's Common Stock at the close of
business on July 20, 1998 (the "Record Date") are entitled to notice of and to
vote at the Annual Meeting or any adjournment or postponement thereof. On the
Record Date, 4,384,848 shares of Common Stock were issued and outstanding. Each
holder of Common Stock is entitled to one vote, exercisable in person or by
proxy, for each share of the Company's Common Stock held of record on the Record
Date. Cumulative voting is not permitted.
The Company's Bylaws provide that a majority of all shares of stock
entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the meeting. Abstentions
and broker non-votes will be included in the determination of the number of
shares represented for a quorum. In order to vote their shares in person at the
meeting, stockholders who own their shares in "street name" must obtain a
special proxy card from their broker.
The Board of Directors does not know of any matters other than the election
of directors that are expected to be presented for consideration at the meeting.
VOTING AND REVOCATION OF PROXIES
All valid proxies received before the Annual Meeting and not revoked will
be exercised in accordance with the choice specified. If no choice is indicated
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on the proxy, the shares will be voted in accordance with the recommendations of
the Board of Directors as to such matters. Proxies may be revoked at any time
prior to the time they are voted by: (a) delivering to the Secretary of the
Company a written instrument of revocation bearing a date later than the date of
the proxy; or (b) duly executing and delivering to the Secretary a subsequent
proxy relating to the same shares; or (c) attending the meeting and voting in
person. Mere attendance at the meeting will not itself have the effect of
revoking the proxy.
SOLICIATION OF PROXIES
The Company will pay the cost of soliciting proxies, including the cost of
preparing and mailing the Notice and Proxy Statement. Solicitation will be made
primarily by mailing this Proxy Statement to all stockholders entitled to vote
at the meeting. Proxies may be solicited by officers and directors of the
Company personally or by telephone or facsimile, without additional
compensation. The Company may reimburse brokers, banks and others holding shares
in their names for others for the cost of forwarding proxy materials and
obtaining proxies from beneficial owners of the Company's Common Stock.
ELECTION OF DIRECTORS
The Board of Directors currently consists of seven members and is divided
into three classes. One class of directors is elected each year to serve for a
term of three years. Each director serves until his successor has been elected
and qualified, or until his earlier resignation or removal. Following is certain
biographical information, as of April 30, 1998, with respect to the members of
and nominees to the Board of Directors.
DIRECTOR NOMINEES
Class II Directors -- Terms Expiring in 1998
At the meeting, two Class II directors will be elected to serve for a term
of three years each expiring in 2001 and until the election and qualification of
their respective successors. The nominees receiving the greatest number of votes
cast at the annual meeting of stockholders will be elected to Class II of the
Board of Directors. In the event, however, that any nominee is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted for any nominee who shall be designated by the current Board of
Directors to fill the vacancy. The Board of Directors recommends C. Christopher
Bess and James A. Clark be elected Class II directors to serve until the annual
meeting of stockholders in 2001. Mr. Bess and Mr. Clark are currently Class II
directors of the Company whose term of office will expire at the September 18,
1998 Annual Meeting.
C. Christopher Bess. Mr. Bess, age 51, has served as the Company's
Executive Vice President and Chief Operating Officer since 1983. Mr. Bess has
served as a member of the Company's Board of Directors since 1974. During his 25
years with the Company, Mr. Bess has also served in such capacities as internal
auditor, Merchandiser for Travel Center Operations, Travel Center Operations
Manager and as Development Manager. Mr. Bess is a certified public accountant
and holds a Bachelor's degree in Business Administration from the University of
New Mexico.
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James A. Clark. Mr. Clark, age 68, has served as a member of the Board of
Directors of the Company since December 1996. Mr. Clark is currently retired
from full-time employment. Mr. Clark served as President and Chief Executive
Officer of First Interstate Bank of Albuquerque from 1985 to 1991. Prior to
1991, Mr. Clark served in several capacities at various banking and financial
service entities for over 25 years. Mr. Clark holds a Certificate of Graduation
from the Stonier Graduate School of Banking at Rutgers University.
Approval of the election of the director nominees will require the
affirmative vote of a plurality of the votes cast by the stockholders entitled
to vote. Messrs. Michael L. Bowlin and C. Christopher Bess, who collectively
exercise voting power over a majority in interest of the outstanding shares of
Common Stock, have indicated they will vote FOR election of the director
nominees as set forth above. Accordingly, it is expected that the director
nominees will be reelected to Class II of the Board of Directors.
CONTINUING DIRECTORS
Class III Directors -- Terms Expiring in 1999
Michael L. Bowlin. Mr. Bowlin, age 55, has served as Chairman of the Board
and Chief Executive Officer of the Company since 1991 and as President since
1983. Mr. Bowlin has been employed by the Company since 1968. Mr. Bowlin's
father, Claude M. Bowlin, Sr., founded the business in 1912. Mr. Bowlin is the
immediate past Chairman of the Board for the OAAA and serves on the Board for
the American Council of Highway Advertisers. Mr. Bowlin also serves as President
and a member of the Board of Directors of Stuckey's Corporation, a restaurant
and specialty store franchiser (including specialty stores located at four of
the Company's travel centers); however, substantially all of Mr. Bowlin's
professional time is devoted to his duties at the Company. Mr. Bowlin holds a
Bachelor's degree in Business Administration from Arizona State University.
Robert L. Beckett. Mr. Beckett, age 73, has served as a member of the Board
of Directors of the Company since 1974. Mr. Beckett has also been President and
a Director of the Cooper Agency, Inc., a consumer loan company, since 1964. In
addition to serving as a Director and executive officer of various private
entities, Mr. Beckett formerly served as Mayor of the City of Deming, New
Mexico.
Brian McCarty. Mr. McCarty, age 62, has served as a member of the Board of
Directors of the Company since December 1996. Mr. McCarty has served since 1994
as Chairman of the Board and Chief Executive Officer of Business Location
Research, a company specializing in the design and development of advanced
geographic information systems. From 1990 to 1993, Mr. McCarty served as
President and Chief Executive Officer of Naegele Outdoor Advertising
("Naegele"). Prior to his employment at Naegele, Mr. McCarty served as President
of Ackerley Communications, a publicly traded company engaged in the operation
of outdoor advertising, radio and television broadcasting properties. Mr.
McCarty holds a Bachelor's degree in Marketing from Lewis University.
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Class I Directors -- Terms Expiring in 2000
Nina J. Pratz. Ms. Pratz, age 46, has served as the Company's Senior Vice
President and Chief Financial Officer since 1997, Secretary since 1996, and
Treasurer since 1977. Prior to 1997, Ms. Pratz served as the Company's Chief
Administrative Officer since 1988. In addition, Ms. Pratz has served as a member
of the Company's Board of Directors since 1976. She has been employed by the
Company for over 20 years. Ms. Pratz holds a bachelor's degree in Business
Administration from New Mexico State University.
Harold Van Tongeren. Mr. Van Tongeren, age 75, has served as a member of
the Board of Directors of the Company since 1988. Mr. Van Tongeren has also
served as Chairman of the Board of Directors and President of Herk and
Associates, a representative of domestic gift and jewelry wholesales, since
1952. In addition, Mr. Van Tongeren serves as a key contact to the Company
regarding potential acquisition opportunities in the travel and tourism
industry. Mr. Van Tongeren attended Hope College and Dennison University.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended January 31, 1998, the Board of Directors of
the Company met on three occasions. Except as noted, each of the Directors
attended 75% or more of the meetings of the Board of Directors and of the
meetings held by such committees of the Board on which he served. James A. Clark
and Brian McCarty attended 67% of the meetings.
The Audit Committee, which is currently comprised of Messrs. Bowlin, Clark
and Beckett, is responsible for reviewing and making recommendations to the
Board concerning the selection of outside auditors, the annual audit of the
Company's financial statements and the Company's internal accounting controls,
practices and policies. The Audit Committee, which was formed immediately
following completion of the Company's initial public offering in December 1996,
has had no meetings to date.
The Compensation Committee, which is currently comprised of Messrs. Bowlin,
McCarty and Von Tongeren, makes recommendations to the Board of Directors
regarding option grants under the Company's 1996 Stock Option Plan and addresses
matters relating to executive compensation. The Compensation Committee, which
was formed immediately following completion of the Company's initial public
offering in December 1996, has had no meetings to date.
The Company's Board of Directors does not maintain a standing nominating
committee or other committees performing similar functions.
DIRECTOR COMPENSATION
Directors who are not employees of the Company are entitled to receive
$1,000 per each meeting of the Board of Directors, or any committee thereof,
attended plus reimbursement of reasonable expenses. Non-employees also receive
an option to purchase 6,000 shares of Common Stock upon their election to the
Board of Directors and an annual option grant of 2,000 shares of Common Stock
during each year of service, all under the Company's 1996 Stock Option Plan.
Directors do not receive any other compensation for such services.
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EXECUTIVE COMPENSATION
The following table summarizes all compensation to the Company's Chief
Executive Officer and to the Company's other most highly compensated executive
officers other than the Chief Executive Officer whose total annual salary and
bonus exceeded $100,000, for services rendered to the Company during the fiscal
year ended January 31, 1998, 1997 and 1996.
Summary Compensation Table
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
---------------------------------- ------------------------- -------
Securities LTIP
Other Annual Restricted Underlying Pay All Other
Salary ($) Bonus Compensation Stock Options/SARs outs Compens-
Name and Principal Position Year (1), (3) (2) ($) ($)(4) Awards (2) (#) ($) ation ($)
- --------------------------------------------------------------------------------------------------------------------------
Michael L. Bowlin 1998 136,000 -- 14,535 -- -- -- --
Chairman of the Board, 1997 93,000 -- 16,133 -- 50,000 -- --
President & CEO 1996 78,000 150,050 14,452 -- -- -- --
</TABLE>
(1) Includes amounts deferred at the election of the CEO to be contributed to
his or her respective 401(k) Profit Sharing Plan account.
(2) The Company decided not to pay discretionary cash bonuses in fiscal 1997
and to grant stock options to its executive officers in lieu thereof. On
September 27, 1997, Mr. Bowlin was granted an option to purchase 50,000
shares of Common Stock under the 1996 Stock Option Plan.
(3) On September 27, 1996, the Company entered into an employment agreement
with Mr. Bowlin that provides for an annual base salary of $195,000
effective as of February 1, 1997. However, Mr. Bowlin has agreed to
temporarily reduce his annual base salary during 1998 to $136,000. See
"Employment Agreements."
(4) Amount for 1998 includes (i) $2,901 of the Company's discretionary matching
contributions allocated to Mr. Bowlin's 401(k) Profit Sharing Plan account,
(ii) $10,426 for premiums on term life, auto and disability insurance
policies of which Mr. Bowlin or his wife is the owner and (iii) $1,208 for
Mr. Bowlin's use of a Company owned vehicle. Amount for 1997 includes (i)
$4,750 of the Company's discretionary matching contributions allocated to
Mr. Bowlin's 401(k) Profit Sharing Plan account; (ii) $10,155 for premiums
on term life, auto and disability insurance policies of which Mr. Bowlin or
his wife is the owner and (iii) $1,228 for Mr. Bowlin's use of a Company
owned vehicle. Amount for 1996 includes (i) $5,487 of the Company's
discretionary matching contributions allocated to Mr. Bowlin's 401(k)
Profit Sharing Plan account; (ii) $7,723 for premiums on term life, auto
and disability insurance policies of which Mr. Bowlin or his wife is the
owner and (iii) $1,242 for Mr. Bowlin's use of a Company owned vehicle.
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The following table sets forth certain information concerning each exercise
of stock options during the year ended January 31, 1998 by the Named Officers
and the aggregated fiscal year-end value of the unexercised options held by the
Named Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUE AS OF JANUARY 31, 1998
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Value Number of Value of Unexercised
Shares Acquired Realized Upon Unexercised Options In-the-Money Options
Name on Exercise (#) Exercise ($) at Fiscal Year End (#) at Fiscal Year End ($)
- ---- --------------- ------------- --------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Michael L. Bowlin -0- -0- -0- 50,000 -0- -0-
</TABLE>
EMPLOYMENT AGREEMENTS
On August 23, 1996, the Board of Directors approved employment agreements
with Michael L. Bowlin for services as Chairman of the Board, President and
Chief Executive Officer and with C. Christopher Bess for services as Executive
Vice President and Chief Operating Officer (Messrs. Bowlin and Bess are
sometimes collectively referred to herein as the "Employee"). These agreements
provide for base annual salaries, effective as of February 1, 1997, for Messrs.
Bowlin and Bess of $195,000 and $145,000, respectively, subject to annual
increases at the discretion of the Board of Directors, but at least equal to the
corresponding increase in the Consumer Price Index. In addition, the Employee is
entitled to receive bonuses at the discretion of the Board of Directors in
accordance with the Company's bonus plans in effect from time to time.
Additional details and other information regarding the agreements are
discussed in documents previously filed with the commission and are incorporated
herein by reference.
For the fiscal year ended January 31, 1998, in the interest of maintaining
the Company's profitability and capital, Messrs. Bowlin and Bess agreed to
accept base annual salaries of $136,000 and $90,000, respectively.
PROFIT-SHARING 401(k) PLAN
Under the Company's 401(k) plan, effective July 1, 1990, as amended (the
"401(k) Plan"), eligible employees may direct that a portion of their
compensation, up to a legally established maximum, be withheld by the Company
and contributed to their account. All 401(k) Plan contributions are placed in a
trust fund and invested by the 401(k) Plan's trustee. It is the Company's policy
that all of the 401(k) Plan funds be invested in a single fund that is
identified by the Plan's trustee or administrator. The 401(k) Plan permits the
Company to make discretionary matching contributions in an amount to be
determined on an annual basis by the Company's Board of Directors. Amounts
contributed to participant accounts are generally not subject to federal income
tax until distributed to the participant and may not be withdrawn until death,
retirement or termination of employment.
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1996 STOCK OPTION PLAN
The Company's 1996 Stock Option Plan (the "1996 Plan") authorizes the Board
of Directors to grant options to Directors and employees of the Company to
purchase in the aggregate an amount of shares of Common Stock equal to 10% of
the shares of Common Stock issued and outstanding from time to time. Directors,
officers and other employees of the Company who, in the opinion of the Board of
Directors, are responsible for the continued growth and development and the
financial success of the company are eligible to be granted options under the
1996 Plan. Options may be nonqualified options, incentive stock options, or any
combination of the foregoing. In general, options granted under the 1996 Plan
are not transferable and expire ten years after the date of grant. The per share
exercise price of an incentive stock option granted under the 1996 Plan may not
be less than the fair market value of the Common Stock on the date of grant and
no options granted under the 1996 plan may have an exercise price per share less
than the initial public offering price. Incentive stock options granted to
persons who have voting control over 10% or more of the Company's capital stock
are granted at 110% of the fair market value of the underlying shares on the
date of grant and expire five years after the date of grant. No option may be
granted after August 23, 2006.
The 1996 Plan provides the Board of Directors with the discretion to
determine when options granted thereunder will become exercisable. Generally,
such options may be exercised after a period of time specified by the Board of
Directors at any time prior to expiration, so long as the optionee remains
employed by the Company. No option granted under the 1996 Plan is transferable
by the optionee other than by will or the laws of descent and distribution, and
each option is exercisable during the lifetime of the optionee only by the
optionee.
The following table summarizes stock options granted during the last three
fiscal years to the Company's named officers.
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Option/SAR Grants in Last Three Fiscal Years
(Individual Grants)
<TABLE>
<S> <C> <C> <C> <C> <C>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name and Principal Position Year Granted (#) Fiscal Year ($/sh) Date
- --------------------------- ---- ------------ ------------ ----------- ----------
Michael L. Bowlin 1998 -- -- -- --
Chairman of the Board 1997 50,000 15% $8.80 2006
President & CEO 1996 -- -- -- --
C. Christopher Bess 1998 -- -- -- --
Executive Vice President 1997 40,000 12% $8.80 2006
Chief Operating Officer 1996 -- -- -- --
Anita J. Vachon 1998 -- -- -- --
Senior Vice President - 1997 30,000 9% $8.00 2006
Travel Center Operations 1996 -- -- -- --
</TABLE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's officers and Directors and persons who
own more than ten percent of the Company's Common Stock to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and greater than ten percent owners are also required by the
Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms received
by it, the Company believes that, during the fiscal year ended January 31, 1998,
all filing requirements under Section 16(a) of the Exchange Act applicable to
its officers, Directors and greater that ten percent owners were complied with.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of April 30, 1998, the beneficial
ownership of shares of Common Stock of the Company by (i) all persons known by
the Company to be the beneficial owners of more than 5% of the outstanding
shares of Common Stock; (ii) each Director and Director-Nominee of the Company;
(iii) the Named Officers of the Company; and (iv) all Directors and executive
officers of the Company as a group.
NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF PERCENT OF
150 LOUISIANA BLVD, NE BENEFICIAL OWNERSHIP (2) CLASS (3)
ALBUQUERQUE, NM 87108(1)
Michael L. Bowlin (4) 1,723,513 39.3%
C. Christopher Bess (5) 508,081 11.6%
Anita J. Vachon 42,200 *
Nina J. Pratz 120,802 2.8%
William J. McCabe 61,190 1.4%
Michael Mons 330 *
Robert J. Beckett 123,646 2.8%
Harold Van Tongeren (6) 44,099 1.0%
Brian McCarty -- --
James A. Clark 2,000 *
Monica A. Bowlin (7) 1,723,513 39.3%
The Francis W. McClure
and Evelyn Hope McClure
Revocable Trust 403,124 9.2%
All directors and executive
officers as a group
(10 persons) (4)(5)(6)(7) 2,625,861 59.9%
- ---------------------------
*Less than 1.0%
(1) All of the holders have an address at c/o the Company, 150 Louisiana NE,
Albuquerque, NM, 87108.
(2) Unless otherwise noted and subject to community property laws, where
applicable, the persons named in the table above have sole voting and
investment power with respect to all shares of Common Stock as shown
beneficially owned by them.
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(3) For purposes of the denominator used in calculating the percentage of the
total shares outstanding held by each holder, the number of shares
outstanding excludes (i) 93,500 shares which are subject to the
Representative's Option, as previously described in a document previously
filed with the Commission and (ii) 301,500 shares reserved for issuance
upon the exercise of options granted by the Company under the Company's
1996 Stock Option Plan, none of which are currently exercisable.
(4) Includes 425,687 shares held by Mr. Bowlin's wife and 171,332 shares held
by each of three daughters. Mr. Bowlin disclaims beneficial ownership of an
aggregate of 342,664 of such shares, which are held by two of his
daughters.
(5) Includes 73,006 shares held by Mr. Bess' wife and 19,623 shares held by Mr.
Bess' minor daughter.
(6) All of such 44,099 shares are held by Mr. Van Tongeren jointly with his
wife.
(7) Includes 783,830 shares held by Mrs. Bowlin's husband and 171,332 shares
held by each of her three daughters. Mrs. Bowlin disclaims beneficial
ownership of an aggregate of 342,664 of such shares, which are held by two
of her daughters.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Michael L. Bowlin is the President and Chairman of the Board of, and a 25%
stockholder in, Stuckey's Corporation ("Stuckey's"), a franchiser of restaurants
and specialty stores, including specialty stores located at four of the
Company's travel centers. In fiscal years 1998 aggregate franchise and other
related fees paid by the Company to Stuckey's equaled approximately $35,700.
Michael L. Bowlin and C. Christopher Bess each have perpetual five-year
employment agreements with the Company that provide for an annual base salary,
effective as of February 1, 1997, of $195,000 and $145,000, respectively, during
their terms of employment, as well as certain rights to indemnification. See
"EXECUTIVE COMPENSATION--Employment Agreements."
On April 1, 1997, the Company entered into an agreement to purchase
substantially all of the assets and certain liabilities of a division of The
McCarty Companies formally known as "Pony Panels." The McCarty Companies are
owned by a director of the Company, Brian McCarty. The aggregate consideration
paid by the company for these assets consisted of $4.2 million. Additional terms
of the financing have been disclosed in a Current Report on Form 8-K previously
filed with the SEC.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed KPMG Peat Marwick LLP as independent
public accountants to audit the consolidated financial statements of the Company
for the fiscal year ending January 31, 1999, and to perform other accounting
services as requested by the Company. Although not required to do so, the Board
of Directors is submitting the appointment of that firm for ratification at the
Annual Meeting. A representative of KPMG Peat Marwick LLP is expected to be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she desires to do so, and is expected to be available to respond to
appropriate questions.
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STOCKHOLDER PROPOSALS
Any stockholder proposals intended to be presented at the Company's next
annual meeting of stockholders must be received by the Company no later than
April 5, 1999, to be evaluated by the Board for inclusion in the information or
proxy statement for that meeting.
OTHER MATTERS
The Board of Directors does not intend to present at the Annual Meeting any
matters other than those described herein and does not presently know of any
matters that will be presented by other parties.
1998 ANNUAL REPORT ON FORM 10-K
The Company files annual reports on Form 10-K with the SEC. A copy of the
annual report for the fiscal year ended January 31, 1998 (except for certain
exhibits thereto) may be obtained, free of charge, upon written request by any
stockholder to The Miller Group, 4909 E. McDowell Road, Suite 100, Phoenix,
Arizona 85008, Attention: Bowlin Shareholder Relations. Copies of all exhibits
to the annual report are available upon a similar request, subject to payment of
a charge to reimburse the Company for its expenses in supplying any exhibit.
By Order of the Board of Directors
Michael L. Bowlin
Chairman of the Board
August 3, 1998
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SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BOWLIN Outdoor Advertising & Travel Centers Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
N/A
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
5) Total fee paid:
N/A
- --------------------------------------------------------------------------------
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
N/A
----------------------
2) Form, Schedule or Registration Statement No.:
N/A
----------------------
3) Filing Party:
N/A
----------------------
4) Date Filed:
N/A
----------------------
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BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael L. Bowlin and C. Christopher Bess,
and each of them, with power to appoint a substitute, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Shareholders of Bowlin
Outdoor Advertising & Travel Centers Incorporated, to be held on Friday,
September 18, 1998, and at all adjournments thereof, as specified below on the
following matters which are further described in the Proxy Statement related
hereto, and, in their discretion, upon any other matters which may be brought
before the meeting.
1. ELECTION OF CLASS II DIRECTORS, NOMINEES:
C. Christopher Bess and James A. Clark
[ ] VOTE FOR all nominees listed above (except vote withheld
from the following nominee, if any, whose names are written
below)
-----------------------------------------------------------------
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy, when properly
executed, will be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted for all directors
named in Item 1.
Dated: [ ], 1998
Please sign exactly as name appears at
left. When shares are held as joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
corporate name by President or other
authorized officer. If a partnership,
please have signed in partnership name
by authorized person.
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE, AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
15
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