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 17, 1999
To Our Stockholders:
The 1999 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 17, 1999, at the
Sheraton Uptown Hotel at 2600 Louisiana N.E., Albuquerque, New Mexico 87110 for
the following purposes:
1. To elect three Class III directors to the Board of Directors to
serve for three-year terms;
2. To ratify the appointment of KPMG LLP to serve as independent
public accountants of the Company for the year ending January 31,
2000; 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 19, 1999
(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.
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, 1999
<PAGE>
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
150 Louisiana N.E.
Albuquerque, New Mexico 87108
----------------------------------------------
PROXY STATEMENT
----------------------------------------------
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 17, 1999 (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 Card were mailed to all
stockholders entitled to vote at the Annual Meeting on or about August 3, 1999.
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 Common Stock at the close of business on July 19,
1999 (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 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
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 Annual Meeting and
voting in person. Mere attendance at the meeting will not itself have the effect
of revoking the proxy.
1
<PAGE>
SOLICITATION 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.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information regarding the officers,
directors and director nominees of the Company. A summary of the background and
experience of each of these individuals is set forth after the table.
<TABLE>
<S>
<C> <C> <C>
Name Age Position
Michael L. Bowlin (1)(2) 56 Chairman of the Board, President and Chief
Executive Officer
C. Christopher Bess 52 Executive Vice President, Chief Operating
Officer and Director
William J. McCabe 48 Senior Vice President -Management
Information Systems and Assistant Secretary
Cynthia K. Biggers 43 Vice President - Travel Center Operations
Johnny Riley 46 Vice President - Travel Center Operations
Nina J. Pratz 47 Senior Vice President, Chief Financial
Officer, Treasurer, Secretary and Director
Michael Mons 44 Senior Vice President-Bowlin Advertising
Services
Robert L. Beckett (1) 73 Director
Harold Van Tongeren (2) 75 Director
Brian McCarty (2) 61 Director
Jack Ayers 60 Director Nominee
James A. Clark (1) 68 Director
- ----------------------------------------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
</TABLE>
2
<PAGE>
Michael L. Bowlin. Mr. Bowlin 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 is the past
Chairman of the Board for OAAA and has served on the Board of Directors in
various capacities for twenty years. Mr. Bowlin also serves as President and a
member of the Board of Directors of Stuckey's Incorporated, a restaurant and
specialty store franchisor (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.
C. Christopher Bess. Mr. Bess 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 26 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.
William J. McCabe. Mr. McCabe has served as the Company's Senior Vice
President -Management Information Systems since 1997 and as Assistant Secretary
since 1996. Mr. McCabe served as a member of the Board of Directors from 1983
until August 1996. Prior to 1997, Mr. McCabe served as Senior Vice President -
Advertising Services from 1993, Vice President of Outdoor Operations from 1988
and as Vice President of Accounting from 1984 to 1987. Mr. McCabe has been
employed by BOWLIN since 1976 in such additional capacities as a Staff
accountant and Controller. Mr. McCabe holds a Bachelor's degree in Business
Administration from New Mexico State University.
Cynthia K. Biggers. Ms. Biggers has served as the Vice President of Travel
Center Operations since April of 1998. Prior to that she served as Assistant to
the Senior Vice President of Travel Center Operations. Ms. Biggers previously
worked for the State of New Mexico as the Drug Free Coordinator for over two
years. She holds a Bachelor's Degree in Business Administration from the
University of New Mexico.
Johnny Riley. Mr. Riley has served as the Vice President of Travel Center
Operations since April of 1998. Prior to that he served as the Company's Human
Resources Director for three years. He continued oversight of the Human
Resources Department until January 1999. Mr. Riley previously served as the
Executive Officer for Support Group Commander and as a Special Advisor and Human
Resources Generalist for Air Force Director of Civilian Personnel from August
1990 through August 1994. Mr. Riley is a retired military officer and holds a
Bachelor's Degree from Texas Tech University and a Master's Degree in
Organizational Management from Golden Gate University.
Nina J. Pratz. Ms. Pratz has served as the Company's Senior Vice President
- - Chief Financial Officer since 1997 and Treasurer/Secretary since 1977. Prior
to 1997, Ms. Pratz served as Chief Administrative Officer since 1988. In
addition, Ms. Pratz has served as a member of the Company's Board of Directors
since 1976. Ms. Pratz holds a Bachelor's degree in Business Administration from
New Mexico State University.
3
<PAGE>
Michael Mons. Mr. Mons has served as the Company's Senior Vice President
for Advertising Services since December of 1997. Prior to December 1997, Mr.
Mons served as Sales Manager for the outdoor division for three years. Mr. Mons
has over eleven years experience in all facets of the outdoor advertising
industry with emphasis in directing the start up and growth phases of outdoor
plants. Mr. Mons holds a Bachelor's degree in Business Administration from the
University of Arizona.
Robert L. Beckett. Mr. Beckett 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.
Harold Van Tongeren. Mr. Van Tongeren 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 wholesalers, 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.
Brian McCarty. Mr. McCarty 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.
Jack Ayers. Mr. Ayers is the former president of the Whiteco Outdoor
Advertising division of Whiteco Industries, Inc. After thirty-eight years with
Whiteco, Mr. Ayers retired in March 1999. Mr. Ayers currently is consulting
within the outdoor advertising industry. In addition, Mr. Ayers serves as
Chairman of the Board of directors of DMA Marketing and also serves on the Board
of Directors of Whiteco-Qingyu, Whiteco Industries outdoor operation in
Shanghai, China. Mr. Ayers holds a Bachelor's degree in Business Administration
from the Kelley School of Business at Indiana University.
James A. Clark. Mr. Clark 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 services
entities for over 25 years. Mr. Clark holds a Certificate of Graduation from the
Stonier Graduate School of Banking at Rutgers University.
4
<PAGE>
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.
DIRECTOR NOMINEES
Class III Directors -- Terms Expiring in 1999
At the Annual Meeting, three Class III directors will be elected to serve
for a term of three years each expiring in 2002 and until the election and
qualification of their respective successors. The nominees receiving the
greatest number of votes cast at the Annual Meeting will be elected to Class III
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 Michael L.
Bowlin, Robert L. Beckett, and Jack Ayers be elected Class III directors to
serve until the annual meeting of stockholders in 2002. Mr. Bowlin and Mr.
Beckett are currently Class III directors of the Company whose term of office
will expire at the September 17, 1999 Annual Meeting.
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 elected to Class III of the Board of Directors.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended January 31, 1999, 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
attended 67% of the meetings; Brian McCarty did not attend any 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 has had no meetings to date.
While the Compensation Committee has not met, the Board of Directors
previously has made decisions regarding compensation of the Company's executive
officers. The Board of Directors is responsible for setting and administering
the policies that govern both annual compensation and stock ownership programs.
In general the Board of Directors compensation philosophies are based upon the
following subjective principles:
-Compensation programs should reflect and promote the Company's goals and
reward individuals for contributions to the Company's success in achieving
its goals.
5
<PAGE>
-Compensation should be related to the value created for the Company's
stockholders.
-Compensation programs should integrate both the long and short term
strategies of the Company.
-Compensation programs should be designed to attract and retain key
executives critical to the long-term success of the Company.
-Stock ownership by employees and stock-based compensation plans are
beneficial in aligning management's and the stockholders' interest in the
enhancement of stockholder value.
Total compensation for senior management is set at levels that the Board of
Directors believes are competitive in relation to companies of similar type and
size; however no independent investigation of such levels has been conducted by
the Board of Directors. Components of executive compensation include base
salary, equity participation in the Company in the form of options to purchase
common stock, and a discretionary bonus program.
The Board of Directors establishes base salaries for the Company's
executive officers at levels considered appropriate in light of the duties and
scope of responsibilities of each officer's positions. In this regard, the Board
considers the compensation practices and corporate financial performance of
similarly situated companies. The Board of Directors takes into account a number
of factors, including (but not limited to) management's efforts to improve
levels of sales and profitability and to expand markets into which the Company's
products are distributed and sold. The Board also considers management's
consistent commitment to the long-term success of the Company through developing
and implementing strategic business acquisition opportunities.
Based upon its evaluation of these factors, the board of Directors believes
that senior management is dedicated to achieving long-term financial
improvements, and that the compensation policies, plans and programs
administered by the Board contribute to management's commitment. The Board of
Directors attempts to assimilate all of the foregoing factors when it renders
its compensation decision; however, the Board recognizes that its decisions are
subjective in nature due to the subjective nature of the criteria. The Board of
Directors does not assign any specified weight to the criteria it considers.
Bonus compensation is paid at the discretion of the Board of Directors.
Determination of the Board of Directors with regard to the award of bonus
compensation are generally based upon the Board's evaluation of the same factors
previously described under base salaries and other subjective criteria. There
were no bonuses paid for fiscal year ended January 31, 1999.
Mr. Bowlin has served as President of the Company since 1983 and Chief
Executive Officer since 1991. As Chief Executive Officer, Mr. Bowlin has an
employment agreement for a base salary and is eligible to receive bonus
compensation at the discretion of the Board of Directors (see "Employment
Agreements"). Mr. Bowlin is eligible to receive stock options under the 1996
Stock Option Plan. The Board's evaluation process with respect to the Chief
6
<PAGE>
Executive Officer's compensation is comprised of the same components that are
utilized by the Board in evaluating the compensation of other members of senior
management.
Submitted by Bowlin Outdoor Advertising & Travel Centers
Incorporated Board of Directors
Michael L. Bowlin
C. Christopher Bess
Nina J. Pratz
Robert L. Becket
Harold Van Tongeren
Brian McCarty
James A. Clark
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 under the Company's 1996 Stock Option Plan. Directors do not
receive any other compensation for such services.
EXECUTIVE COMPENSATION
The following table summarizes all compensation to the Company's Chief
Executive Officer for services rendered to the Company during the fiscal years
ended January 31, 1999, 1998 and 1997. The Company has no other executive
officers other than the Chief Executive Officer whose total annual salary and
bonus exceeded $100,000.
Summary Compensation Table
<TABLE>
<S>
<C> <C> <C> <C> <C> <C> <C>
Compensation
--------------
Annual Compensation Awards
---------------------------------------- --------------
Other Securities
Annual Underlying All Other
Salary Bonus Compensation Options/SARS Compensation
Name and Principal Position Year ($)(1) ($) ($)(3) (2)(#) ($)
----------------------------- --------- -------------- ----------- ------------- -------------- ------------
Michael L. Bowlin 1999 144,700 -- 14,458 -- --
Chairman of the Board, 1998 136,000 -- 14,535 -- --
President & CEO 1997 93,000 -- 16,133 50,000 --
-----------------------------
</TABLE>
7
<PAGE>
(1) Includes amounts deferred at the election of the CEO to be contributed to
his 401(k) Profit Sharing Plan account.
(2) 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) Amount for 1999 includes (i) $1,775 of the Company's discretionary matching
contributions allocated to Mr. Bowlin's 401(k) Profit Sharing Plan account,
(ii) $11,449 for premiums on term life, auto and disability insurance
policies of which Mr. Bowlin or his wife is the owner and (iii) $1,234 for
Mr. Bowlin's use of a Company owned vehicle. 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) $1,228 for Mr. Bowlin's use of a Company owned vehicle.
The following table sets forth certain information concerning each exercise
of stock options during the year ended January 31, 1999 by Mr. Bowlin and the
aggregated fiscal year-end value of the unexercised options held by Mr. Bowlin.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
OPTION/SAR VALUE AS OF JANUARY 31, 1999
<TABLE>
<S>
<C> <C> <C> <C> <C> <C> <C>
Value Value of Unexercised
Shares Acquired Realized Upon Number of Unexercised Options In-the-Money
Name on Exercise (#) Exercise ($) at Fiscal Year End (#) Options 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.
For the fiscal year ended January 31, 1999, in the interest of maintaining
the Company's profitability and capital, Messrs. Bowlin and Bess agreed to
accept base annual salaries of $145,000 and $95,000, respectively.
8
<PAGE>
The following table summarizes stock option grants during the last three
fiscal years to Mr. Bowlin.
<TABLE>
<S>
<C> <C> <C> <C> <C> <C>
Option Grants in Last Three Fiscal Years
Individual Grants
---------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Name and Principal Options/SARs Employees in Base Price Expiration
Position Year Granted (#) Fiscal Year ($/sh) Date
----------------------------------------------------------------------------------------------------
Michael L. Bowlin 1999 -- -- -- --
Chairman of the Board 1998 -- -- -- --
President & CEO 1997 50,000 15% $8.80 2006
</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, 1999,
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.
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of April 30, 1999, 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 Executive Officers of the Company; and (iv) all Directors and
executive officers of the Company as a group.
<TABLE>
<S>
<C> <C> <C>
AMOUNT AND NATURE OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER (1) OWNERSHIP (2) CLASS (3)
- ---------------------------- ------------- ---------
Michael L. Bowlin (4) 1,717,613 39.2%
C. Christopher Bess (5) 458,623 10.5%
Nina J. Pratz 116,802 2.7%
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%
James A. Clark 2,000 *
Monica A. Bowlin (7) 1,717,613 39.2%
The Francis W. McClure and Evelyn Hope McClure
Revocable Trust 391,695 8.9%
All directors and executive officers as a
group (10 persons) (4)(5)(6)(7) 2,524,303 57.7%
- ------------------------------------------------
*Less than 1.0%
</TABLE>
(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.
(3) The shares and percentages shown include the shares of Common Stock
actually owned as of April 30, 1999, and the shares of Common Stock which
the person had the right to acquire beneficial ownership within sixty days
of such date pursuant to options. All shares of Common Stock the identified
person had the right to acquire within sixty days of April 30, 1999 upon
the exercise of options are deemed outstanding when computing the
percentage of the securities owned by such person, but are not deemed to be
outstanding when computing the percentage of securities owned by any other
person.
10
<PAGE>
(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 513,996 of such shares, which are held by three of his
daughters.
(5) Includes 48,006 shares held by Mr. Bess' wife and 26,623 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 777,530 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 513,996 of such shares, which are held by
three of her daughters.
Rest of page intentionally left blank
11
<PAGE>
PERFORMANCE GRAPH
The Company's Common Stock began trading on the Nasdaq on December 17,
1996. It currently trades on the AMEX under the symbol "BWN". The following
graph compares the Company's cumulative shareholder return at the last trading
day of each month beginning on January 1, 1997 through January 29, 1999 with
shareholder returns on the (i) NYSE/AMEX/Nasdaq Stock Market (US Companies) and
(ii) a self-determined selection of Companies that include Casey's General
Stores, Inc., Obie Media Corporation and Lamar Advertising Company. The graph
assumes that the value of the investment in the Common Stock and each index was
$100 at December 17, 1996 and that all dividends, if any, were reinvested.
TOTAL RETURNS
<TABLE>
<S>
<C> <C> <C> <C> <C> <C> <C> <C>
Market Peer Bowlin's Market Peer Bowlin's
Date Index Index Inc. Date Index Index Inc.
Base Point
12/17/96 100.000 100.000 100.000 1/31/98 49.231 134.931 166.340
12/31/96 93.846 102.479 104.232 2/28/98 70.769 144.719 191.009
1/31/97 98.462 107.961 101.632 3/31/98 107.692 152.006 200.900
2/28/97 87.692 107.876 94.482 4/30/98 121.538 153.628 201.170
3/31/97 83.077 103.009 98.076 5/31/98 112.308 149.599 180.429
4/30/97 70.769 107.503 95.827 6/30/98 113.846 154.907 208.334
5/31/97 73.846 115.151 109.468 7/31/98 95.385 151.633 209.538
6/30/97 64.615 120.269 114.971 8/31/98 70.769 128.131 177.864
7/31/97 52.308 129.491 122.583 9/30/98 61.538 136.639 172.807
8/31/97 52.308 124.789 120.731 10/31/98 60.000 146.529 179.903
9/30/97 58.462 131.999 133.660 11/30/98 63.077 155.697 189.745
10/31/97 49.231 127.496 139.180 12/31/98 63.077 165.599 196.701
11/30/97 50.769 131.725 132.233 1/29/99 78.462 171.876 205.826
12/31/97 52.308 134.142 156.151
</TABLE>
Prepared by the Center for Research in Security Prices
Produced on 07/23/1999 including data to 01/29/1999
12
<PAGE>
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 year 1999, aggregate franchise and other
related fees paid by the Company to Stuckey's equaled approximately $36,356. The
Company did not have any other transactions during fiscal 1999 with any
director, director nominee, executive officer or security holder known to the
Company to own of record or beneficially more than 5% of the Company's Common
Stock, or any member of the immediate family of any of the foregoing persons, in
which the amount involved exceeded $60,000.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed KPMG LLP as independent public
accountants to audit the consolidated financial statements of the Company for
the fiscal year ending January 31, 2000, 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 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.
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 4, 2000, to be evaluated by the Board for inclusion in the information or
proxy statement for that meeting. Such proposals should be addressed to the
Corporate Secretary, BOWLIN Outdoor Advertising & Travel Centers Incorporated,
150 Louisiana N.E., Albuquerque, New Mexico 87108. If a stockholder proposal is
introduced at the 2000 Annual Meeting of Stockholders without any discussion of
the proposal in the Company's proxy statement, and the Stockholder does not
notify the Company on or before June 20, 2000, as required by Securities and
Exchange Commission Rule 14a-4(c)(1), of the intent to raise such proposal at
the Annual Meeting of Stockholders, then proxies received by the Company for the
2000 Annual Meeting will be voted by the persons named as such proxies in their
discretion with respect to such proposal. Notice of such proposal is to be sent
to the above address.
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.
13
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1999 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, 1999 (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, 1999
14
<PAGE>
SCHEDULE 14A
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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 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
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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
-----------------------------------------------------------------------
[ ] 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
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4) Date Filed:
N/A
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<PAGE>
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 17, 1999, 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 III DIRECTORS, NOMINEES:
Michael L. Bowlin, Robert L. Beckett, and Jack Ayers
[ ] 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: ________________________, 1999
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
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Signature if held jointly
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE>
