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SCHEDULE 14A
(RULE 14A-101)
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
INTERNATIONAL RESORT DEVELOPERS, INC.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)
SEC File No. 1-6110
- --------------------------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
It is intended that the definitive proxy statement will be
mailed to shareholders, and filed with the SEC, on November 28, 1997.
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INTERNATIONAL RESORT DEVELOPERS, INC.
1801 WEST END AVENUE, SUITE 1110
NASHVILLE, TENNESSEE 37203
PROXY STATEMENT
The annual meeting of the shareholders of International Resort
Developers, Inc. (the "Company") will be held on December 9, 1997, at 1801 West
End Avenue, Suite 1110, Nashville, Tennessee 37203, at 10:00 A.M.
The enclosed Proxy is solicited on behalf of the Company for such
meeting, or any adjournment or adjournments thereof, for the purposes set forth
herein and in the accompanying Notice of Shareholders' Meeting. All costs of
this proxy solicitation are being borne by the Company.
Shareholders of record of the Company's common stock, as of the close
of business on October 17, 1997, shall be entitled to attend and vote at the
meeting.
The principal executive offices of the Company are 1801 West End
Avenue, Suite 1110, Nashville, Tennessee 37203.
The date on which this Proxy Statement and Form of Proxy is being sent
to shareholders is approximately November 19, 1997.
REVOCABILITY OF PROXY
Shareholders who execute proxies retain the right to revoke them at
any time by 1) notice in writing to the Company, addressed to the Company at
1801 West End Avenue, Suite 1110, Nashville, Tennessee 37203, and received at
that address at least one day prior to the date of the meeting; 2) by
revocation in person at the shareholders' meeting; or 3) by presenting a
later-dated proxy.
LATEST DATE FOR RECEIPT BY REGISTRANT OF SHAREHOLDER PROPOSALS
FOR INCLUSION IN PROXY STATEMENT FOR NEXT ANNUAL MEETING
OF SHAREHOLDERS
Any shareholder who intends to present a proposal at the next annual
meeting of shareholders of the Company (after the meeting to which this proxy
statement pertains), which is scheduled to be held in January, 1999, and who is
eligible to have his proposal included in the Proxy Statement of the Company
for that annual meeting, pursuant to Reg. 240.14a-8 of the Securities and
Exchange Commission, must submit his proposal to the Company so as to be
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received by the Company no later than August 1, 1998. The shareholder must
comply with the requirements of Reg. 240.14- 8 in order for such proposal to be
included in the Proxy Statement and for shareholders to have the opportunity to
specify their approval or disapproval of the proposal.
ITEMS TO BE VOTED UPON AT MEETING
It is anticipated that the following items will be voted upon at the
meeting, in addition to any other items which may be proffered by shareholders
for action at the meeting.
1. Election of directors. Five directors will be elected at the
meeting to serve until the next Annual Meeting of Shareholders, [scheduled to be
held in January, 1997] or until their successors are elected. Management
intends to nominate the following five persons for election as the directors of
the Company: Patrick James Magee, Pieter Gerhard Keyfer Oosthuizen, Patrick
Lappin, Samuel B. Watson, and Donald M. Spears. Messrs. Magee, Oosthuizen and
Lappin are currently the only directors of the Company.
UNLESS OTHERWISE INDICATED, THE ACCOMPANYING FORM OF PROXY, IF
SUBMITTED BY A SHAREHOLDER, WILL BE VOTED FOR THE ABOVE-STATED FIVE NOMINEES.
In the event that additional persons are nominated for election as directors,
the proxy holder intends to vote all proxies received in such manner and in
accordance with cumulative voting as will ensure the election of as many of the
nominees, for which the proxy holder is authorized by the proxy to vote, as
possible, and in such event, the specific nominees to be voted for will be
determined by the proxy holder. In the event that any of the persons nominated
by the Company shall become unavailable, the proxy holder will vote in its
discretion for a substitute nominee. It is not expected that any nominee will
be unavailable.
The by-laws of the Company provide for 5 directors. Although
management proposes to nominate persons to fill all of these directorships, any
shareholder, present at the meeting in person or by proxy, may nominate and
vote for such other person or persons as he may choose, in the manner described
in the following paragraph.
In the election of directors, each shareholder of record, as of the
close of business on the record date, namely October 17, 1997, is entitled to
cumulate his votes by giving one person for whom he wishes to vote as many
votes as equal the number of directors eligible for election (which is 5),
multiplied by the number of his shares, or by distributing such number of votes
among any number of persons for whom he wishes to vote. The five persons with
the most votes (or all such persons for whom votes have been cast, if less than
five) shall become the directors.
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2. Change of Domicile and Name. To change the state of incorporation
of the Company to the state of Tennessee, and to change the name of the Company
to AmeriStar International Holdings Corporation. The procedure which will
utilized is as follows. The Company has incorporated a wholly-owned subsidiary
in Tennessee, by the name of AmeriStar International Holdings Corporation. The
Company proposes to merge into its subsidiary. The Agreement and Plan of
Merger, to which are attached the Charter and By-Laws of the subsidiary, which
will be the surviving corporation, are attached as an exhibit to this Proxy
Statement. If the merger is consummated, the current assets and business of
the Company will become the assets and business of AmeriStar International
Holdings Corporation, and the shares of the shareholders of the Company will
become shares of AmeriStar International Holdings Corporation, with the same
par value and voting rights, except that cumulative voting for directors will
be replaced by the election of directors through the more traditional method of
a plurality of votes cast.
As the sole current shareholder of its Tennessee subsidiary, AmeriStar
International Holdings Corporation, the Company intends to elect as directors
of AmeriStar International Holdings Corporation, prior to the merger of the
Company into that corporation, the same directors as have been elected
directors of the Company at the Company's annual meeting of December 9, 1997.
These directors will continue to serve as directors of AmeriStar International
Holdings Corporation, after the merger, until the next annual meeting of that
corporation, scheduled to be held within the first three months of 1999, or
until their successors are otherwise elected.
The Charter and By-laws of AmeriStar International Holdings
Corporation, which will replace the current Articles and By-Laws of
International Resort Developers, Inc., if the merger is consummated, are not
different, in material respects, from the current Articles and By-Laws of
International Resort Developers, Inc., except in the elimination of cumulative
voting for directors, as above described, and also in the following respects.
The current by-laws of International Resort Developers, Inc. provide
for the indemnification of a director or officer against reasonable expenses
incurred in connection with the defense of any litigation to which he is a
party because he is or was a director or officer, provided that he shall have
no right to reimbursement in relation to matters as to which he has been
adjudged liable to the Company for negligence or misconduct in the performance
of his duties. The new Charter of AmeriStar International Holdings Corporation
provides that a director or officer of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damage, or related
litigation expenses, for breach of fiduciary duty, except for any breach of the
director's or officer's duty of loyalty to the corporation or its shareholders,
for acts or omissions not in good faith or which
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involve intentional misconduct or a knowing violation of law, or under Section
48-18-304 of the Tennessee Business Corporation Act, pertaining to unlawful
distribution of corporate funds. The new Charter of AmeriStar International
Holdings Corporation therefore provides for expanded indemnification of
officers and directors, compared with the Articles of Incorporation of
International Resort Developers, Inc.
Subject to the conditions discussed below in the all-capitalized
paragraphs, the shareholders of the Company, at this meeting, will be asked to
approve the Agreement and Plan of Merger (a copy of which is accompanies this
Proxy Statement), including such modifications therein as the boards of
directors of the Company and AmeriStar International Holdings Corporation may
subsequently determine are necessary to comply with applicable laws. In so
doing, the shareholders will be approving the merger of the Company into
AmeriStar International Holdings Corporation.
The purpose of the recommended merger is to change the state of
incorporation from Idaho, where the Company maintains no office (other than the
office of a registered agent) or operations, to Tennessee, where the Company
has established its principal executive offices. If the merger is consummated,
the resultant entity will thereafter be subject to the laws of Tennessee,
regarding matters of corporate governance and the rights and obligations of
shareholders, directors and officers. Management is not aware, however, of
material respects in which these matters, rights or obligations will change as
the result of the merger, other than as discussed in this Proxy Statement.
The accounting treatment of the merger will be a carryover of the book
value of assets and liabilities to the resulting entity, AmeriStar
International Holdings Corporation. There will be no federal tax consequences
to the Company or its shareholders from the transaction. Shareholders will not
realize gain or loss, for federal income tax purposes, as the result of the
merger. They will have the same cost basis in their shares as before, and
their holding period (for purposes of measuring long-term capital gain) will
the same as before the merger.
Even if the merger is approved by the shareholders, and the merger is
thereafter consummated, the change to election of directors through a plurality
of votes, as opposed to cumulative voting, will not be effective until the next
meeting at which directors are elected, after the current meeting. Once the
new voting method for directors is instituted, a shareholder may cast his
number of votes (which will be equal to the number of shares he owns) for any
slate of directors he chooses, including up to the number of directors to be
chosen at the meeting. Those individuals with the largest number of votes will
be elected.
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The Directors of International Resort Developers, Inc. have adopted
the Agreement and Plan of Merger, subject to approval of the shareholders, have
recommended the Agreement and Plan of Merger to the shareholders for approval,
subject to the conditions set forth in the following paragraphs, and have
directed that the Agreement and Plan of Merger be submitted to the shareholders
for approval, subject to the conditions set forth in the following paragraphs.
THE DIRECTORS OF INTERNATIONAL RESORT DEVELOPERS, INC. HAVE PLACED THE
FOLLOWING CONDITION ON SUBMITTING THE AGREEMENT AND PLAN OF MERGER TO THE
SHAREHOLDERS FOR APPROVAL. IF, PRIOR TO THE SUBMISSION OF THE AGREEMENT AND
PLAN OF MERGER TO THE SHAREHOLDERS FOR APPROVAL, ONE OR MORE SHAREHOLDERS OF
INTERNATIONAL RESORT DEVELOPERS, INC. EXERCISES ITS RIGHT TO DISSENT FROM AND
OBTAIN PAYMENT OF THE FAIR VALUE OF ITS SHARES IN THE EVENT OF THE CONSUMMATION
OF THE PLAN OF MERGER, THE DIRECTORS OF INTERNATIONAL RESORT DEVELOPERS, INC.
RESERVE THE ABSOLUTE RIGHT NOT TO SUBMIT THE AGREEMENT AND PLAN OF MERGER TO
THE SHAREHOLDERS FOR APPROVAL. IN SUCH EVENT, THE AGREEMENT AND PLAN OF MERGER
WILL BE CANCELED, AND NO DISSENTER WILL RECEIVE FAIR VALUE IN EXCHANGE FOR ITS
SHARES ON ACCOUNT OF SUCH PROPOSED MERGER. FOR A DESCRIPTION OF THE RIGHTS OF
ANY SHAREHOLDER TO "DISSENT" FROM THE PLAN OF MERGER, AND RECEIVE THE FAIR
VALUE OF ITS SHARES IN THE EVENT OF THE CONSUMMATION OF THE MERGER, SEE THE
HEADING "DISSENTERS' RIGHT OF APPRAISAL" BELOW.
THE DIRECTORS OF INTERNATIONAL RESORT DEVELOPERS, INC. HAVE ALSO
RESERVED THE RIGHT, IN THEIR ABSOLUTE DISCRETION, NOT TO FILE WITH THE STATES
OF IDAHO AND TENNESSEE THE AGREEMENT AND PLAN OF MERGER, AND ACCORDINGLY NOT TO
CONSUMMATE THE MERGER, EVEN IF APPROVED BY THE SHAREHOLDERS, IF THE DIRECTORS
DETERMINE THAT CONSUMMATION OF THE MERGER IS, FOR ANY REASON, INADVISABLE.
UNLESS OTHERWISE INDICATED, THE ACCOMPANYING FORM OF PROXY, IF
SUBMITTED BY A SHAREHOLDER, WILL BE VOTED TO APPROVE THE AGREEMENT AND PLAN OF
MERGER, PROVIDED THAT THE DIRECTORS DO NOT WITHDRAW THE PROPOSED MERGER FROM
CONSIDERATION AT THE MEETING AS PER THE PRECEDING PARAGRAPHS.
3. To amend the Articles of Incorporation, in Idaho, to change the
name of the Company to AmeriStar International Holdings Corporation, in the
event that the Agreement and Plan of Merger, discussed in item (2) above, is
not submitted to the shareholders for approval, or having been submitted, is
not approved by the shareholders, or having been approved, is not consummated
for any reason. The Directors of the Company have adopted a resolution
recommending the amendment, in the event that the Agreement and Plan of Merger,
discussed in item (2) above, is not submitted to the shareholders for approval,
or having been submitted, is not approved by the shareholders, or having been
approved, is not consummated for any reason. The Directors have specifically
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conditioned the submission of this proposed amendment to the shareholders on
the Agreement and Plan of Merger, discussed in item (2) above, not being
submitted to the shareholders for approval, or having been submitted, not being
approved by the shareholders.
UNLESS OTHERWISE INDICATED, THE ACCOMPANYING FORM OF PROXY, IF
SUBMITTED BY A SHAREHOLDER, WILL BE VOTED TO APPROVE THE AMENDMENT TO THE
ARTICLES OF INCORPORATION, AS DESCRIBED IN THE PRECEDING PARAGRAPH, PROVIDED
THAT THE DIRECTORS SUBMIT THE AMENDMENT FOR CONSIDERATION AT THE MEETING.
4. To amend the Articles of Incorporation, in Idaho, to eliminate the
second and third sentences of Article VI, Section 3, "Voting Rights of
Stockholders," in the event that the Agreement and Plan of Merger, discussed in
item (2) above, is not submitted to the shareholders for approval, or having
been submitted, is not approved by the shareholders, or having been approved,
is not consummated for any reason.
The amendment eliminates cumulative voting for directors, in order
that the shareholders may elect directors, in the future, in the manner
directors are elected by most publicly traded corporations. If the amendment
is adopted, a shareholder may cast his number of votes (which will be equal to
the number of shares he owns) for any slate of directors he chooses, up to the
number of directors to be chosen at the meeting. Those individuals with the
largest number of votes will be elected. THE AMENDMENT, IF ADOPTED, WILL BE
EFFECTIVE AT THE NEXT SHAREHOLDERS' MEETING OF THE COMPANY, AFTER THE
SHAREHOLDERS' MEETING OF DECEMBER 9, 1997, AT WHICH DIRECTORS ARE ELECTED.
The Directors of the Company have adopted a resolution recommending
the amendment, in the event that the Agreement and Plan of Merger, discussed in
item (2) above, is not submitted to the shareholders for approval, or having
been submitted, is not approved by the shareholders, or having been approved,
is not consummated for any reason. The Directors have specifically conditioned
the submission of this proposed amendment to the shareholders on the Agreement
and Plan of Merger, discussed in item (2) above, not being submitted to the
shareholders for approval, or having been submitted, not being approved by the
shareholders, and have further specifically conditioned the submission of this
proposed amendment to the shareholders as provided in the following paragraph.
IF, PRIOR TO THE SUBMISSION OF THE AMENDMENT ELIMINATING THE SECOND
AND THIRD SENTENCES OF ARTICLE VI, SECTION 3, TO THE SHAREHOLDERS FOR APPROVAL,
ONE OR MORE SHAREHOLDERS OF INTERNATIONAL RESORT DEVELOPERS, INC. EXERCISES ITS
RIGHT TO DISSENT FROM AND OBTAIN PAYMENT OF THE FAIR VALUE OF ITS SHARES IN THE
EVENT OF THE ADOPTION OF SUCH AMENDMENT, THE DIRECTORS OF INTERNATIONAL RESORT
DEVELOPERS, INC. RESERVE THE ABSOLUTE RIGHT
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NOT TO SUBMIT THE AMENDMENT TO THE SHAREHOLDERS FOR APPROVAL. IN SUCH EVENT,
THE ARTICLES OF INCORPORATION OF INTERNATIONAL RESORT DEVELOPERS, INC. WILL NOT
BE SO AMENDED, AND NO DISSENTER WILL RECEIVE FAIR VALUE IN EXCHANGE FOR ITS
SHARES ON ACCOUNT OF SUCH AMENDMENT. FOR A DESCRIPTION OF THE RIGHTS OF ANY
SHAREHOLDER TO "DISSENT" FROM THE ADOPTION OF THIS AMENDMENT, AND RECEIVE THE
FAIR VALUE OF HIS SHARES IN THE EVENT THE ARTICLES ARE SO AMENDED, SEE THE
HEADING "DISSENTERS' RIGHT OF APPRAISAL" BELOW.
Article VI, Section 3, prior to the amendment which proposes to
eliminate the second and third sentences thereof, reads as follows:
Each holder of the Common Stock shall be entitled to one vote for each
share of stock standing in his name on the books of the Corporation.
At each election of directors, each holder of the Common Stock shall
have as many votes as the number of shares of Common Stock owned by
him multiplied by the number of directors to be elected by the holders
of the Common Stock. These votes may be divided among the total
number of directors to be elected by the holders of the Common Stock,
or distributed among any lesser number, in such proportion as the
holder may desire.
If Article VI, Section 3, is amended as proposed, it will thereafter
read as follows:
Each holder of the Common Stock shall be entitled to one vote for each
share of stock standing in his name on the books of the Corporation.
UNLESS OTHERWISE INDICATED, THE ACCOMPANYING FORM OF PROXY, IF
SUBMITTED BY A SHAREHOLDER, WILL BE VOTED TO APPROVE THE AMENDMENT TO ARTICLE
VI, SECTION 3 OF THE ARTICLES OF INCORPORATION, AS DESCRIBED IN THE PRECEDING
PARAGRAPHS, PROVIDED THAT THE DIRECTORS SUBMIT THE AMENDMENT FOR CONSIDERATION
AT THE MEETING.
5. To approve the acquisition by the Company of AmeriStar Worldwide
Entertainment Corporation ("AmeriStar"), formerly known as Growth Strategies,
Inc. ("GSI"). This acquisition has already been approved by the Directors of
the Company, subject to the approval of the shareholders at this meeting.
Shareholders' approval is not required by Idaho law. However, the directors of
the Company have nevertheless conditioned the consummation of the acquisition
on shareholder approval.
The Directors have approved the transaction because they believe that
the operations of AmeriStar, as described below, can provide substantial
support, facilities and personnel for the marketing and promotion of the
Company's Mexican properties, and because they believe that the operations of
AmeriStar have
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substantial potential to create profits and cash flow for the Company.
The accounting treatment of the acquisition will be a purchase of
assets. The transaction itself is not a taxable event to the Company or its
shareholders.
The following is a description of the agreement of acquisition which
has been executed, and the business of AmeriStar.
On September 29, 1997, the Company entered into an agreement with
Park Investments Limited ("Park"), a Liberian corporation with headquarters at
15 Hector Street, Herne Bay, Auckland, New Zealand, to acquire all of Park's
stock in a Nevada corporation by the name of Growth Strategies, Inc. ("GSI"),
whose address is 5300 West Sahara Avenue, Suite 101, Las Vegas, Nevada 89126.
The sole shareholder of Park, and the President and sole director of Park and
GSI, is David Mackarness, a British citizen resident in Belgium, whose address
is Avenue Walckiers 45, Brussels, Belgium 1160. The Secretary of GSI is Nigel
Spinks, a British solicitor who, prior to June, 1995, was a director of
International Resort Developers, Inc., is currently a director of Langer
Holdings Ltd., a subsidiary of the Company, and has continued to be active in
the negotiation of potential contracts for the Company, inclusive of the
contract between the Company and Park.
GSI had, in turn, in August of 1997, acquired the net assets
utilized in a business conducted by a Nevada corporation named BrightStar
Worldwide Entertainment, Inc. ("BrightStar"). Based upon unaudited figures
supplied to the Company, BrightStar had a stated book value of tangible and
current assets, as of September 30, 1997, in the amount of $313,137 (including
computer equipment and furniture with an approximate book value of $200,000,
and inventory, receivables and other current assets with an approximate book
value of $100,000), offset by current liabilities in the approximately amount
of $50,000. The business of BrightStar had been conducted under the name
"AmeriStar Worldwide Entertainment Corporation", and GSI acquired from
BrightStar, as well as the above-stated tangible assets, the right to utilize
this name and various contractual relationships, as described below.
The business conducted by BrightStar was the distribution of satellite
dishes for capturing television signals, and related video and audio
programming, as well as installation services, to the residential market
throughout the United States, pursuant to a contractual relationship with
EchoStar Communications Corporation ("EchoStar"), a manufacturer and
distributor of satellite dishes and related programming. EchoStar currently
offers, through its network, 170 channels to subscribers to its network. After
March of 1998, when an additional satellite is active, GSI will have the
capability of broadcasting 500 channels, and believes that it will
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be the only direct broadcast service provider to offer local programming to the
largest 40 U.S. cities.
The business of BrightStar also included the sign-up of distributors
to distribute the satellite dishes and related services, and the earning of
sign-up fees from, and over-ride fees on sales by, such distributors. As of
the date of acquisition by the Company of the assets of GSI, there were
approximately 8,500 such distributors.
GSI acquired from BrightStar, in addition to the name "AmeriStar",
BrightStar's contractual relationship with EchoStar and with the distributors
above-described.
The President, director and owner of BrightStar, prior to the
acquisition of its assets by GSI, was one Samuel B. Watson of 9412 Highwood
Hill Road, Brentwood, Tennessee. Mr. Watson has agreed to serve as the chief
executive officer of GSI, now re-named AmeriStar Worldwide Entertainment
Corporation ("AmeriStar"), as a subsidiary of the Company, pursuant to an
employment contract cancelable by either party upon twelve months written
notice, and has also agreed to serve as a director of International Resort
Developers, Inc.
The reported revenues of BrightStar, during the eighteen months it was
in business, prior to the time of the sale of its assets to GSI, was
approximately $3,000,000, and its net loss from operations over the previous 12
months approximately $1,000,000. However, management believes, based on
discussions with Mr. Watson, that one of the principal contributors to a poor
bottom line was the fact that BrightStar was not set up to process orders on a
high volume basis. Management hopes to remedy that situation.
Between September 29, 1997 and the current time, the Company has
advanced to GSI $650,000, $400,000 of which was utilized by GSI to repay a
$400,000 note issued by GSI to BrightStar in connection with the acquisition by
GSI of the assets and relationships of BrightStar. The remaining $250,000 has
been used as operating capital by GSI. It is anticipated by the Company that
it will be necessary to utilize approximately $400,000 of its additional
capital to support deficit operations during the balance of calendar 1997, at
which point management is hopeful that GSI will be operating on a break-even
and then profitable basis.
The agreement between Park and the Company, for the acquisition of the
stock of GSI, is in consideration of the issuance by the Company of 340,000
shares of the Company's common stock to Park, which after issuance will amount
to 15.2% of the enlarged capital of the Company, and 60,000 shares to Samuel B.
Watson, which after issuance will amount to 2.7% of the enlarged capital of the
Company.
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In addition to the foregoing payments, the contract between the
Company and Park provides for the further issuance of 2,550 shares to Park and
450 shares to Samuel B. Watson for each $1,000 of after-tax profit earned by
GSI in excess of $1,000,000 during each of the calendar years 1998 and 1999, as
shown in GSI's audited accounts.
GSI had conducted no business prior to its acquisition of the assets
of BrightStar above discussed.
In that GSI has changed its name to AmeriStar Worldwide Entertainment
Corporation, it will hereafter be referred to as "AmeriStar."
In addition to continuing and intending to expand the business of
AmeriStar, as previously conducted by BrightStar, it is the intention of the
Company to utilize the business of AmeriStar to leverage the Company's Mexican
property interests by utilizing the communications facilities of EchoStar, as
well as the internet, to market residential lots into which the Palmeras and
Irvine parcels of the Company, in the State of Campeche, Mexico, are and will
be subdivided. (See Form 10-KSB, accompanying this Proxy Statement, for a
detailed description of the Company's Mexican real property interests).
EchoStar has indicated to the Company that it will permit the Company
to have preferential rates to advertise on the EchoStar satellite network, and
the Company intends to take advantage of this offer to promote its Mexican
property interests as well as undertake other business ventures (discussed
below) through the use of satellite television.
AmeriStar has also entered into a contract with UniDial
Communications, Inc. ("UniDial") of Louisville, Kentucky, which is a nationwide
provider of long-distance telephone services, internet access, multimedia
conference services and data networking. Pursuant to the contract, it is
intended that AmeriStar, as an agent of UniDial, and on a commission basis,
will place these services with small to medium size businesses and residential
customers throughout the United States. AmeriStar intends, in this regard, to
utilize its nationwide distributor network acquired from BrightStar.
Through its relationship with UniDial, the Company plans to advertise
its Mexican properties on the World Wide Web. Additionally, through its
relationship with both UniDial and EchoStar, the Company intends to create a
"Shopping Mall" on the internet and satellite television, through which it
intends to market a variety of products and services on behalf of other
companies, as well as promote its Mexican real estate.
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AmeriStar has also entered a contract with Enhanced Personal
Communications, Inc. of Atlanta, Georgia, pursuant to which AmeriStar intends
to market "virtual office services," including services to enable small
businesses and residences to install and operate sophisticated computer and
digital systems.
It must be emphasized that except for the marketing of satellite
dishes and related services on behalf of EchoStar, as above described,
AmeriStar has not been actively involved in the above described ventures. No
representations can be made, at this point, as to the profitability of any of
the businesses to be conducted by AmeriStar.
Prior to entering into its contract with GSI/AmeriStar, the Company,
on August 25, 1997, had entered into a previous contract with a corporation by
the name of World Lynx Communications Corporation ("World Lynx") of 111 Center
Street, Little Rock, Arkansas, for the acquisition of all of the stock of World
Lynx. World Lynx had acquired the assets of BrightStar from GSI, and
accordingly GSI was the largest shareholder of World Lynx. World Lynx was also
engaged in other related activities, including internet access and web site
design. After announcing the prospective acquisition through a press release
and the filing of a Form 8-K with respect to the prospective acquisition, the
Company determined, on the basis of its due diligence investigation, to
terminate the transaction, because the assets of World Lynx were subject to
certain liabilities and encumbrances which were not acceptable to the Company.
The various parties to the agreement consented to its recision. As a result of
the recision, GSI reacquired its BrightStar assets, and Park, as the sole
shareholder of GSI, agreed to sell GSI to the Company.
In consideration of Park, as the parent company of GSI, consenting to
GSI's releasing of the Company from its contract with World-Lynx and consenting
to the revised contract, the Company has agreed to pay Park a royalty of 2 1/2%
of net sales revenue of AmeriStar on and after September 1, 1997. This
obligation is in addition to the issuance of 400,000 shares by the Company to
Park and Samuel Watson, as above described, and is in addition to the Company's
advance of $400,000 to GSI which has in turn been paid by GSI to BrightStar for
the BrightStar assets, as above-described
UNLESS OTHERWISE INDICATED, THE ACCOMPANYING FORM OF PROXY, IF
SUBMITTED BY A SHAREHOLDER, WILL BE VOTED TO APPROVE THE ACQUISITION BY THE
COMPANY OF AMERISTAR WORLDWIDE ENTERTAINMENT CORPORATION.
6. Appointment of La Voie, Clark, Charvoz & May, P.C., Tucson,
Arizona, as the accountants to audit the financial statements of the Company
(or alternatively AmeriStar International Holdings Corporation, the Tennessee
corporation, if
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the merger described in item 2 above is approved) for the fiscal year next
ending after June 30, 1997.
UNLESS OTHERWISE INDICATED, THE ACCOMPANYING FORM OF PROXY, IF
SUBMITTED BY A SHAREHOLDER, WILL BE VOTED TO APPROVE THE APPOINTMENT OF LA
VOIE, CLARK, CHARVOZ AND MAY, P.C.
DISSENTERS' RIGHT OF APPRAISAL
Pursuant to Section 30-1-1302 of the Idaho Business Corporation Act,
any shareholder who is entitled to vote also has the right to dissent from the
consummation of the Agreement and Plan of Merger (see item 2 of Items to Be
Voted Upon at Meeting, above) and/or the amendment to the Articles of
Incorporation of the Company, in Idaho, to eliminate cumulative voting from
said Articles (see item 4 of Items to Be Voted Upon at Meeting, above).
In the event that a shareholder exercises his right of dissent with
respect to the Agreement and Plan of Merger, he will be entitled to obtain
payment of the fair value of his shares in the event the Plan of Merger is
submitted to the shareholders, is approved by the shareholders, and is
thereafter consummated. Even if a shareholder exercises his right of dissent,
he will not be entitled to obtain such payment if the Directors choose not to
submit the Agreement and Plan of Merger to the shareholders for approval, or
the Agreement and Plan of Merger, if submitted to the shareholders for
approval, is not approved by the shareholders, or even if the Agreement and
Plan of Merger is submitted to and approved by the shareholders, the Directors
determine thereafter not to consummate the merger by filing the Agreement and
Plan of Merger with the States of Idaho and Tennessee.
In the event that a shareholder exercises his right of dissent with
respect to the amendment to the Articles of Incorporation of the Company, in
Idaho, to eliminate cumulative voting from such Articles, he will be entitled
to obtain payment of the fair value of his shares in the event the amendment is
submitted by the Directors to the shareholders and is approved by the
shareholders. Even if a shareholder exercises his right of dissent, he will
not be entitled to obtain such payment if the Directors choose not to submit
the amendment to the shareholders for approval, or the amendment, if submitted
to the shareholders for approval, is not approved by the shareholders.
A shareholder is entitled to obtain fair value for his shares if he
dissents to either or both of the proposals described in the two preceding
paragraphs, subject to the provisos contained in each paragraph. Even if he
dissents to both proposals, he will not under any circumstances be entitled to
more than one-times the fair value of his shares.
13
<PAGE> 14
IN ORDER TO EXERCISE HIS DISSENTER'S RIGHTS WITH RESPECT TO EITHER
PROPOSAL, A SHAREHOLDER MUST DO THE FOLLOWING:
1. DELIVER TO THE CORPORATION, BEFORE THE VOTE IS TAKEN, WRITTEN
NOTICE OF HIS INTENT TO DEMAND PAYMENT FOR HIS SHARES IF THE PROPOSED ACTION IS
CONSUMMATED.
2. MUST NOT VOTE HIS SHARES IN FAVOR OF THE PROPOSED ACTION.
In order to fulfill the first requirement, written notice of intent to
dissent must either be received at the corporate offices of the Company prior
to the time the vote is taken on the proposal, or must be delivered to the
Chairman of the meeting of the shareholders prior to the time the vote is taken
on the proposal.
In the event that a shareholder does not fulfill the two above stated
requirements for exercising his dissenters' rights, he will not be entitled to
payment for his shares, even if all other conditions for payment to dissenters
are satisfied.
In the event that a shareholder does fulfill the two above stated
requirements for exercising his dissenters' rights with respect to either of
the proposed actions (the merger or the elimination of cumulative voting), and
the action with respect to which he has exercised his dissenters' rights is
consummated, the Company is required, within ten days, 1) to notify him where
the payment demand must be sent and where and when shares must be deposited; 2)
supply a form for demanding payment; and 3) set a date by which the Company
must receive the payment demand from the shareholder, which may not be fewer
than thirty nor more than sixty days after the date of the notice specified in
(1) of this paragraph.
A shareholder, in order to be entitled to payment for his shares, must
comply with the requirements for demanding payment and depositing his shares.
The Company is required to pay each shareholder, who complies with the
above-said requirements, as soon as the proposed corporate action with respect
to which the shareholder has exercised dissenters' rights is consummated, the
amount the Company estimates to be the fair value of his shares, plus accrued
interest, accompanied by financial statements of the Company, its estimate of
the fair value of the shares and an estimate of how any interest was
calculated. If the Company fails to make payment within sixty days after the
date set for demanding payment, or if the dissenter believes that the amount
which the Corporation has paid is less than fair value or that interest is
incorrectly calculated, he may so notify the Company and demand the payment he
claims is due. If such demand is not settled, the Company is required, within
sixty days of receiving such demand, to either pay the amount demanded or
13
<PAGE> 15
to commence a Court proceeding to determine the fair value of the shares and/or
correct amount of interest.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Mr. Samuel B. Watson, who is a nominee of management for election as a
director, is the President and Chief Executive Officer of AmeriStar Worldwide
Entertainment Corporation ("AmeriStar"), which is the new corporate name of
Growth Strategies, Inc. The shareholders are being asked at the meeting to
approve the acquisition by the Company of AmeriStar. If the transaction is
approved, Mr. Watson will be entitled to receive 60,000 shares of International
Resort Developers, Inc., representing 2.7% of its enlarged capital. He will
also be entitled to receive 450 shares of the Company for each $1,000 of
after-tax profit earned by AmeriStar in excess of $1,000,000 during each of the
calendar years 1998 and 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
There are currently 1,807,124 shares of common stock outstanding.
Except as more described above with respect to cumulative voting for directors,
each share is entitled to one vote on each matter on which shareholders are
entitled to vote at any shareholders' meeting. In order for a meeting, having
been called, to proceed to conduct any business (including adoption of any of
the proposals described above, or the election of directors), a quorum must be
present in person and/or by proxy, namely a majority of the issued and
outstanding shares.
The proposal to merge the Company into its subsidiary, AmeriStar
International Holdings Corporation, including the approval of the Agreement and
Plan of Merger, the proposal to change the name of International Resort
Developers, Inc. to AmeriStar Worldwide Entertainment Corporation, and the
proposal to eliminate cumulative voting from the Articles of Incorporation of
International Resort Developers, Inc. (items 2, 3 and 4 of "Items to be Voted
Upon at Meeting," above), will require the approval of shares equal to a
majority of all outstanding shares of the Company.
The proposals to approve the acquisition of AmeriStar Worldwide
Entertainment Corporation and to appoint La Voie, Clark, Charvoz & May, P.C.,
Tucson, Arizona, as the accountants to audit the financial statements of the
Company and/or AmeriStar International Holdings Corporation (items 5 and 6 of
"Items to be Voted Upon at Meeting") must be adopted by a majority of the
shares represented at the meeting.
14
<PAGE> 16
Directors will be elected by cumulative voting, as described in Item 1
of "Items to be Voted Upon at Meeting," above.
Shareholders of record as of the close of business on October 17, 1997
shall be the shareholders of the Company who are entitled to vote at the
meeting of shareholders on December 9, 1997, and whose shares will be counted
to determine if a quorum is represented at the meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Management has been advised that the following are the beneficial
owners of more than 5% of the Company's common stock (which is the only
outstanding class of stock), as of October 17, 1997. In certain regards, these
holdings differ from the amounts indicated on records of the transfer agent of
the Company, as described in more detail in footnotes 1 and 3 below, and to
that extent cannot be verified by the Company.
<TABLE>
<CAPTION>
Title of Class Name and Address Amount and Percentage
- -------------- ---------------- ----------- ----------
of Beneficial Nature of of Class
------------- ---------- --------
Owner Beneficial
----- ----------
Ownership
---------
(shares)
--------
<S> <C> <C> <C>
Common Inland Mortgage 227,033 12.6
& Guaranty
Company, Inc.(1)
1929 Westgate Road
Springfield, OH 45504
Common Gerald Carden 143,333 7.9
417 Lynnwood Drive
Nashville, TN 37205
Common Doggart Trading,Ltd.(2)(3) 196,017 10.6
5th Floor
Anderson Square Building
Georgetown, Grand Cayman
Cayman Islands, B.W.I.
Common Patrick J. Magee (4) 196,017 10.6
49 Botanic Avenue
Belfast,
Ireland BT7-1JL
</TABLE>
15
<PAGE> 17
(1) The records of the transfer agent indicate that Inland Mortgage &
Guaranty Company, Inc. is the owner of 127,033 shares. However, the Company
has been informed by Inland Mortgage & Guaranty Company, Inc. that its
beneficial ownership is as shown in the table. The Company has also been
informed that Inland Mortgage & Guaranty Company, Inc. is a wholly owned
subsidiary of B.M. Woods, Inc., a company owned (one-third each) by Bryan D.
Miller (a former member of the Board of Directors of International Resort
Developers, Inc.), and Michael Miller and Stephen Miller, who are the three
children of M.K. Miller, former Chairman of the Board of Directors of
International Resort Developers, Inc.
(2) It is reported to the Company by Patrick J. Magee, President and
CEO of the Company, that at present he is the sole beneficial owner of Doggart
Trading, Ltd.
(3) Doggart Trading, Ltd. is the owner of record of 140,179 shares,
but is the beneficial owner of 21,667 additional shares held in street name.
Furthermore, the Company has the obligation to issue 34,171 additional shares
to Doggart Trading, Ltd. in satisfaction of advances made by Doggart Trading,
Ltd. during fiscal years ended June 30, 1995 and June 30, 1996, as well as the
first two quarters of fiscal year ended June 30, 1997. The shares have not yet
been issued, but are included in the total of shares shown for Doggart.
(4) These are the same shares shown in the table as owned by Doggart
Trading, Ltd. Patrick J. Magee, President and CEO of International Resort
Developers, Inc., has informed the Company that he is the sole shareholder of
Doggart Trading, Ltd.
-----------------
The following are the ownership interests of management
(including nominees for Director) in the common stock of the Company.
<TABLE>
<CAPTION>
Title of Class Name and Address Number of Percentage
- -------------- ---------------- ---------- ----------
of Beneficial Shares of Class
------------- ------ --------
Owner
-----
<S> <C> <C> <C>
Officers and 196,017 10.6
Directors
as a group(1)
</TABLE>
(1) These constitute the shares beneficially owned by Doggart
Trading, Ltd., as reported above. Patrick J. Magee, President and
16
<PAGE> 18
CEO of International Resort Developers, Inc., has informed the Company that he
is the sole shareholder of Doggart Trading, Ltd.
Doggart Trading, Ltd. ("Doggart") is a corporation, organized in the
Cayman Islands, which entered into an agreement dated March 4, 1994, with
Addendum dated June 7, 1994, pursuant to which it transferred to International
Resort Developers, Inc. ownership in 8.5 miles of coastal beach-front property
in the State of Campeche, Mexico, in consideration of the issuance of 1,233,333
shares of International Resort Developers, Inc. (as adjusted for the 1 for 30
stock consolidation approved by the shareholders on May 12, 1997) to Doggart
and/or its designees, including the then-shareholders of Doggart. 133,333 of
the shares currently held by Doggart Trading, Ltd., constitute a portion of
those shares. Additionally, the shares held by Mr. Gerald Carden (as reflected
in the table above) were transferred to him by a former shareholder of Doggart
Trading, Ltd. to whom was issued a portion of the 1,233,333 shares.
17
<PAGE> 19
MEMBERS OF BOARD OF DIRECTORS (INCLUDING NOMINEES THEREFOR)
Directors
<TABLE>
<CAPTION>
========================================================================================================
NAME AND AGE TERM PERIOD SERVED OTHER POSITIONS
AS MEMBER OF BOARD HELD WITH BUSINESS
OF DIRECTORS OF COMPANY EXPERIENCE
COMPANY
========================================================================================================
<S> <C> <C> <C> <C>
Patrick J. Magee Until next 02/08/97 to President, CEO and **
Age: 52 meeting of present Chief Financial
shareholders Officer of Company,
02/08/97 to
present; President
and member of Board
of Directors of
Playas Palmeras,
S.A., 4/01/97 to
present.
- --------------------------------------------------------------------------------------------------------
Pieter G.K. Until next 03/29/97 to Chairman of the **
Oosthuizen meeting of share- present Board of Directors
Age: 65 holders of Company,
3/29/97 to
present.
- --------------------------------------------------------------------------------------------------------
Samuel B. Watson Nominee for N.A. None **
Age: 39 Director
- --------------------------------------------------------------------------------------------------------
Donald M. Spears Nominee for N.A. None **
Age: 49 Director
- --------------------------------------------------------------------------------------------------------
Patrick Lappin Until next annual 5/12/97 or present None **
Age: 46 meeting of share-
holders
========================================================================================================
</TABLE>
**See description of business experience during the past five years on pages
following.
18
<PAGE> 20
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
===============================================================================================================
NAME POSITIONS HELD PERIOD SERVED BUSINESS
AND WITH COMPANY AS SUCH EXPERIENCE
AGE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pieter G.K. Oosthuizen Chairman of the Board of 3/29/97 to present **
Age: 65 Directors of Company and
Secretary of Company.
- ---------------------------------------------------------------------------------------------------------------
David Lawrence Members of Board of Directors 04/01/97 to present **
Age: 60 of Playas Palmeras, S.A.
- ---------------------------------------------------------------------------------------------------------------
Patrick J. Magee President, CEO, Chief 02/08/97 to present **
Age: 52 Financial Officer, and
member of Board of Directors
of Company;
President and member of 04/01/97 to present
Board of Directors of Playas
Palmeras, S.A.
===============================================================================================================
</TABLE>
**See description of business experience during the past five years in pages
following.
Officers of the Company serve at the pleasure of the directors.
19
<PAGE> 21
Business Experience.
Patrick J. Magee is an entrepreneur whose particular experience is in
construction and development, project finance, and mortgage banking and
placements. His principal activities during the past five years have been the
development and funding of two shopping centers in Ireland, as well as mortgage
banking and placements. Mr. Magee is a resident of Ireland. He is also the
President and sole shareholder of Doggart Trading, Ltd., a substantial
shareholder of the Company.
Pieter G.K. Oosthuizen is currently Vice Chairman of WEBCO Europe
S.A., a private European investment company headquartered in Luxembourg,
Europe. During the previous five years, he has also served as the Managing
Director of Euro-Hexagon S.A., a private European investment company located in
Luxembourg, as Managing Director of Infe Ltd., a private investment and
financial engineering consulting group located in London, England, and as a
financial advisor to a number of international companies. Over the past
thirty-five years, Mr. Oosthuizen has held numerous executive positions with
major banking institutions, including Citibank, where between 1967 and 1974 his
positions included Vice President in charge of International Operations and
Administration, International Banking Group, New York, and Vice- President,
Product Management Division, Corporate Banking Group, New York.
Patrick Lappin holds a Bachelor of Science degree in Civil Engineering
in Great Britain, and has been a resident of the United States since 1986,
during which time he has worked as part of managing agent/contractor teams in
the construction of several major commercial buildings, including the New Paul
Getty Museum and Disney Concert Hall.
Samuel B. Watson is founder, President and CEO of AmeriStar Worldwide
Entertainment Corporation ("AmeriStar"). Mr. Watson has 16 years experience
in building national sales organizations. During the previous five years, in
addition to AmeriStar, he founded and developed a sales organization known as
National Marketing Alliance (NMA), an Englewood, Colorado based life insurance
marketing company with over 30,000 licensed agents nationwide. Mr. Watson also
served as an NMA director. Prior to forming NMA, for nine years he was with
Primerica Financial Services, formerly known as the A.L. Williams Co., where he
served as National Sales Director.
Donald M. Spears is an attorney, specializing in commercial
transactions, banking and business litigation and real estate law since 1975.
He is the President of Hot Springs County Title Services, Inc., a real estate
title company, the President of Westridge Development Corporation, a
corporation engaged in commercial real estate development, and Vice- President
of Motel
20
<PAGE> 22
Managers, Inc., a corporation engaged in the ownership, operation and
development of motels.
David J. Lawrence has 26 years experience in managerial and
directorship positions in Mexico. During the five-year period ending in
August, 1993, he served as Director of New Projects for a substantial Mexican
real estate developer. Between August, 1993 and November 1, 1994, he acted as
an independent business consultant to companies doing business in Mexico. Since
November 1, 1994, Mr. Lawrence has been engaged in working for the Company,
with responsibilities in planning and negotiation of financing and business
arrangements.
Involvement in Legal Proceedings. During the past five years, none of
the following events occurred which are material to an evaluation of the
ability or integrity of any director, executive officer, or person nominated to
become a director of the Company:
(1) Any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time;
(2) Any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(4) Being found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended, or vacated.
Indebtedness of Management. Since the beginning of the past fiscal
year, none of the directors, executive officers or nominees for director, any
security holder known to the Company to own more than five percent of the
Company's shares, any member of the immediate family of any of the foregoing
persons (including spouse, parents, children, siblings, mothers and
fathers-in-law, sons-in-law, daughters-in-law, and brothers and
sisters-in-law), any corporation or organization in which any of the foregoing
persons is an executive officer, partner, or the beneficial owner of ten
percent of more of any class of securities, or any trust or estate in which
any of the foregoing persons has a substantial beneficial
21
<PAGE> 23
interest, have been indebted to the Company or any of its subsidiaries in an
amount in excess of $60,000.
Certain Business Relationships . Since the beginning of the last
fiscal year, none of the directors or nominees for director: 1) has been an
executive officer of, or owns, or during the last fiscal year has owned, of
record or beneficially, in excess of ten percent equity interest in any business
or professional entity that has made during the last fiscal year, or proposes to
make, payments to the Company or its subsidiaries for property or services in
excess of five percent of the Company's consolidated gross revenues for its last
full fiscal year or the other entity's consolidated gross revenues for its last
full fiscal year; 2) has been an executive officer of, or owns, or during the
last fiscal year has owned, of record or beneficially, in excess of ten percent
equity interest in any business or professional entity to which the Company or
its subsidiaries has made during the Company's last fiscal year, or proposes to
make, payments for property or services in excess of five percent of the
Company's consolidated gross revenues for its last full fiscal year or the other
entity's consolidated gross revenues for its last full fiscal year, except as
specified in the table herein for Compensation of Directors and Executive
Officers; 3) has been an executive officer of, or owns, or during the last
fiscal year has owned, of record or beneficially, in excess of ten percent
equity interest in any business or professional entity to which the Company or
its subsidiaries was indebted at the end of the Company's last fiscal year in an
aggregate amount in excess of five percent of the Company's total consolidated
assets at the end of such fiscal year; 4) has been a member of, or of counsel
to, a law firm that the Company has retained during the last fiscal year or
proposes to retain during the current fiscal year; 5) has been a partner or
executive officer of any investment banking firm that has performed services for
the Company; or 6) has had any other relationships that the Company is aware of
between that director or nominee and the Company that are substantially similar
in nature and scope to those listed above in this paragraph.
Section 16(a) Beneficial Ownership Reporting Compliance
The following persons, as beneficial owners of more than ten percent
of the common stock of the Company, or as officers or directors of the Company,
since the beginning of the last fiscal year, have failed to file Forms 3,
specifying their beneficial ownership, or Forms 4 or 5, respecting changes in
beneficial ownership: Patrick Magee, Pieter Oosthuizen, Patrick Lappin, and
Doggart Trading, Ltd.
Management has been informed by Messrs. Magee, Oosthuizen and Lappin
that they have not at any time owned stock in the Company,
22
<PAGE> 24
and Doggart Trading, Ltd. has informed management that it has not at any time
sold stock, which it has owned, in the Company.
Audit, Nominating and Compensation Committees of the Board of
Directors. There are currently none.
Meetings of the Board of Directors. Three meetings of the Board of
Directors were held during the fiscal year of the Company ended June 30, 1997.
No director, during that fiscal year, attended fewer than 75% of the
aggregate of meetings of the Board and meetings of committees of the Board on
which he served, during the period he was a director and/or member of said
committees.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following compensation was paid or accrued, during the last three
fiscal years, by the Company and/or its subsidiaries, to each person who was
acting as Chief Executive Officer of the Company at any time during the last
fiscal year, and to each other person whose compensation from the Company
and/or any of its subsidiaries, during the last fiscal year, exceeded $100,000.
SUMMARY COMPENSATION TABLE
A. Annual Compensation
<TABLE>
<CAPTION>
Name and Fiscal Salary Bonus Other Annual
Principal Year ----- ----- Compensation
Position End ------------
- -------- ---
<S> <C> <C> <C> <C>
Patrick Magee 6/97 0 0 0
Chief Executive
Officer, 2/8/97
to present
Alton E. Jones 6/97 $102,000(1) 0 0
President and
Chief Executive
Officer, 1/08/96
to 1/31/97
6/96 $186,000(1) 0 0
6/95 $117,000(1) 0 0
</TABLE>
23
<PAGE> 25
(1) Mr. Jones' compensation was paid to Armada, Inc., a real estate
management and consulting firm wholly owned by Mr. Jones and of which Mr. Jones
was President.
In addition to the compensation set forth above, the Company paid for
suitable lodging and transportation for the above-named individuals while in
Mexico.
B. Options
There are no outstanding options granted by the Company, nor were any
options to acquire shares exercised during fiscal 1997.
INDEPENDENT PUBLIC ACCOUNTANTS
The shareholders will vote at the meeting on the appointment of La
Voie, Clark, Charvoz & May, P.C. to prepare the audited financial statements of
the Company (or alternatively AmeriStar International Holdings Corporation, the
Tennessee corporation, if the Company is merged into that corporation) for the
fiscal year next ending after June 30, 1997.
La Voie, Clark, Charvoz & May, P.C. prepared the audited financial
statements of the Company for its fiscal years ending June 30, 1994 through
1997. It is not expected that representatives of this firm will be present at
the shareholders' meeting, or be available to respond to questions; although
they will have the opportunity to make a statement if they desire to do so.
AUTHORIZATION OF SECURITIES
The authorized capital of the Company is currently 100,000,000 shares
of common stock, of $0.10 par value per share, 1,807,124 of which shares are
issued and outstanding. Each shareholder of record, as of the close of
business on the record date, namely October 17, 1997, is entitled to one vote
for each share of stock standing in his (its) name, on any matter which is
subject to shareholder vote in accordance with the Idaho Business Corporation
Act, except for the cumulative voting provisions described in the next sentence
with respect to election of directors. With respect to the election of
directors, each shareholder of record, as of the close of business on the
record date, October 17, 1997, is entitled to cumulate his votes by giving one
person for whom he wishes to vote as many votes as equal the number of
directors eligible for election (which is 5), multiplied by the number of his
shares, or by distributing such number of votes among any number of persons for
whom he wishes to vote.
Each share is entitled to participate equally with all other shares in
any dividends which are declared. No shares have
24
<PAGE> 26
preemptive rights to purchase, subscribe for, or otherwise acquire any shares
of stock of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following transactions have occurred, during the past two years,
in which persons who are directors or officers of the Company, nominees for
election as director, any security holder named in the section hereof entitled
"Security Ownership of Certain Beneficial Owners and Management," and any
member of the immediate family of any of the foregoing (including spouse,
parents, children, siblings and in-laws) have had a direct or indirect material
interest.
Doggart Trading, Ltd., ("Doggart"), a substantial shareholder, has
advanced funds to the Company. since February of 1994, in the total amount of
$1,601,501, $935,286 of which was advanced in the fiscal year ended June 30,
1996 and $516,215 of which was advanced during the fiscal year ended June 30,
1997. Of these advances, $1,480,246 has been converted into and/or agreed to
be converted into 62,685 shares of the Company, in satisfaction of said
advances. 28,512 of those shares have been issued to date. The advances have
not borne interest, except for interest of $5,373 which was accrued on $200,000
of said advances. Outstanding advances of Doggart, in the amount of $121,255,
which have not been agreed to be converted into stock, do not bear interest.
Allan Ferguson, President and a director of the Company between June
1, 1995 and December 31, 1995, and Chairman and a director of Playas Palmeras,
S.A. between March 1, 1994 and December 31, 1995, was the President and a
director of Doggart Trading, Ltd. between March 1, 1994 and December 31, 1995.
Nigel Spinks, a director of the Company between July 15, 1994 and May 31, 1995,
a director of Playas Palmeras, S.A. between March 1, 1994 and December 31,
1995, and a current director of Langer Holdings Ltd., a subsidiary of the
Company, was a director of Doggart Trading, Ltd. between March 1, 1994 and
December 31, 1995.
In May, 1995 the Company entered into a contract with Dardell
International Limited ("Dardell") to purchase approximately 3.5 miles of
unimproved beach-front property in the State of Campeche, Mexico, adjacent to
the northeast to the Company's 8.5 miles of coastal property acquired in June,
1994 from Doggart Trading, Ltd. The Company acquired Dardell's contract right
to purchase the said property, in consideration of $2,000,000 payable to
Dardell. This amount was satisfied by the issuance to Dardell of 100,000
shares of the Company's stock (as adjusted to reflect the 1 for 30
consolidation of shares of the Company in May, 1997). The said issuance of
shares to Dardell caused Dardell to become the owner of more than a 5% interest
in the Company. The Company has been
25
<PAGE> 27
informed that Dardell subsequently disposed of its shares. The contract
acquired by the Company required a payment to the owners of the property in the
amount of $1,050,000, with $50,000 due on or before May 29, 1995 and $1,000,000
due on or before May 24, 1997 (subsequently extended to May 24, 1998).
David Lawrence, a director of Playas Palmeras, S.A., owned a 5%
interest in each of the Mexican corporations (ENT and TMN) acquired by the
Company in December, 1995, in connection with the Company's acquisition of its
concession rights in Ensenada, Mexico. (See Item 1 of Company's Form 10-KSB
which accompanies this Proxy Statement). Accordingly, he is one of the
shareholders of said corporations to whom the Company was obligated and made
payments in connection with the acquisition of the shares of those corporations
by the Company.
Samuel B. Watson, who is a nominee of management for election as a
director, is the President and Chief Executive Officer of AmeriStar Worldwide
Entertainment Corporation ("AmeriStar"), which is the new corporate name of
Growth Strategies, Inc. The shareholders are being asked at the meeting to
approve the acquisition by the Company of AmeriStar. If the transaction is
approved, Mr. Watson will be entitled to receive 60,000 shares of International
Resort Developers, Inc., representing 2.7% of its enlarged capital. He will
also be entitled to receive 450 shares of the Company for each $1,000 of
after-tax profit earned by AmeriStar in excess of $1,000,000 during each of the
calendar years 1998 and 1999.
MATERIALS INCORPORATED BY REFERENCE
FINANCIAL STATEMENTS
The Company incorporates herein by reference the following financial
statements of the Company, from its Form 10-KSB for fiscal year ended June 30,
1997:
1. Audited consolidated balance sheets of the Company, as of June 30,
1997, June 30, 1996 and June 30, 1995; consolidated statements of operations
for fiscal years ending June 30, 1997, June 30, 1996, June 30, 1995 and June
30, 1994; consolidated statements of cash flows for fiscal years ending June
30, 1997, June 30, 1996, June 30, 1995 and June 30, 1994; and cumulative cash
flows from inception of the development stage (April 1, 1994 to June 30, 1997);
consolidated statement of changes in stockholders' equity from July 1, 1993
through June 30, 1997; notes to financial statements; and audit report of La
Voie, Clark, Charvoz & May, P.C. for the fiscal years ended June 30, 1995, June
30, 1996 and June 30, 1997.
2. Schedules to above stated Financial Statements (Schedule III, Real
Estate and Accumulated Depreciation).
26
<PAGE> 28
This Proxy Statement is accompanied by the above referenced Form
10-KSB which includes the aforesaid financial statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company incorporates herein by reference Management's Discussion
and Analysis or Plan of Operation contained in its Form 10-KSB filed for its
fiscal year ended June 30, 1997. This Proxy Statement is accompanied by the
said Form 10-KSB which includes the said discussions and analyses.
EXHIBITS
The Company will provide to each shareholder, who so requests, a copy
of any exhibit to its Form 10-KSB for its fiscal year ended June 30, 1997 upon
payment of copying charges of $0.15 per page and actual mailing charges.
27
<PAGE> 29
APPENDIX
PROXY
INTERNATIONAL RESORT DEVELOPERS, INC.
1801 WEST END AVENUE, SUITE 1110
NASHVILLE, TENNESSEE 37203
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 9, 1997
The undersigned hereby appoints Patrick J. Magee and Pieter G. K. Oosthuizen,
and each of them, as Proxies, with full power of substitution, and hereby
authorizes them to represent and to vote, as directed below, all the shares of
Common Stock of International Resort Developers, Inc. held of record by the
undersigned at the close of business on October 17, 1997, at the Annual Meeting
of Shareholders to be held December 9, 1997, or any adjournment thereof.
The undersigned reserves the right to revoke this Proxy at any time prior to
its exercise, whether by written notice delivered to the Company at the
Company's office at 1801 West End Avenue, Suite 1110, Nashville, Tennessee,
37203, no less than one day prior to the Annual Meeting, by revocation in
person at the shareholders' meeting, or by presenting a later - dated proxy.
(Continued and to be signed on reverse side.)
<PAGE> 30
COMMON SHARES
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES IN PROPOSAL 1
AND A VOTE FOR PROPOSALS 2,3,4,5,&6.
<TABLE>
<CAPTION>
FOR WITHHELD
<S> <C> <C> <C> <C>
PROPOSAL 1 - ELECTION OF DIRECTORS PATRICK JOSEPH MAGEE [ ] [ ]
PIETER GERHARD KEYFER OOSTHUIZEN [ ] [ ]
PATRICK LAPPIN [ ] [ ]
SAMUEL B. WATSON [ ] [ ]
DONALD M. SPEARS [ ] [ ]
FOR AGNST ABSTN MARK AN "X" IN THE APPROPRIATE BOX
[ ] [ ] [ ] PROPOSAL 2 - TO APPROVE THE AGREEMENT AND PLAN OF MERGER PURSUANT TO WHICH THE COMPANY WILL
MERGE INTO ITS SUBSIDIARY, AMERISTAR INTERNATIONAL HOLDINGS CORPORATION, A TENNESSEE
CORPORATION ( INCLUDING SUCH MODIFICATIONS AS THE BOARD OF DIRECTORS MAY SUBSEQUENTLY
DETERMINE ARE NECESSARY TO COMPLY WITH APPLICABLE LAWS).
[ ] [ ] [ ] PROPOSAL 3 - TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE ITS NAME TO
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION.
[ ] [ ] [ ] PROPOSAL 4 - TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY TO ELIMINATE CUMULATIVE
VOTING RIGHTS, THROUGH THE ELIMINATION OF THE SECOND AND THIRD SENTENCES OF ARTICLE VI, SECTION
3.
[ ] [ ] [ ] PROPOSAL 5 - TO APPROVE THE ACQUISITION BY THE COMPANY OF AMERISTAR WORLDWIDE ENTERTAINMENT
CORPORATION.
[ ] [ ] [ ] PROPOSAL 6 - TO APPROVE THE APPOINTMENT OF LA VOIE, CLARK, CHARVOZ & MAY , P.C. AS ACCOUNTANTS
TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY AND AMERISTAR INTERNATIONAL HOLDINGS
CORPORATION FOR THE FISCAL YEAR NEXT ENDING AFTER JUNE 30, 1997.
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE OR
INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING, THE PROXY
HOLDERS SHALL VOTE IN SUCH MANNER AS THEY DETERMINE TO BE THE
BEST INTEREST OF THE COMPANY. MANAGEMENT IS NOT PRESENTLY
AWARE OF ANY SUCH MATTERS TO BE PRESENTED FOR ACTION AT THE
ANNUAL MEETING.
I PLAN TO ATTEND THE MEETING [ ]
COMMENTS/ADDRESS CHANGE [ ]
Please mark this box if you have
written comments address changes
on the reverse side.
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY. IF
NO SPECIFIC DIRECTION IS GIVEN AS TO ANY OF THE ABOVE ITEMS,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES NAMED IN
PROPOSAL 1 AND FOR PROPOSALS 2,3,4,5 & 6.
Signatures(s) Dated
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</TABLE>
