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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>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] 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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PRELIMINARY
PROXY STATEMENT
The annual meeting of the shareholders of International Resort
Developers, Inc. (the "Company") will be held on December 8, 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 18, 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, 1999, or until their successors are elected. Management
intends to nominate the following five persons for election as the directors of
the Company: Patrick Joseph 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 Articles and By-Laws of the new corporation are attached as an
exhibit to this Proxy Statement. The Company proposes to merge into its
subsidiary. 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. In all other material respects, the Articles 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 substantially different from the current
Articles and By-Laws of International Resort Developers, Inc.
Subject to the condition discussed below, the shareholders of
the Company, at this meeting, will be asked to approve the Agreement and Plan
of Merger (a copy of which is attached to this Offering Circular), and in so
doing, approve 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 or operations,
to Tennessee, where the Company has established its principal executive
offices.
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 directors he chooses, up to the number of directors
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to be chosen at the meeting. Those individuals with the largest number of votes
will be elected.
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 STATE OF
IDAHO 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 AND
MERGER, PROVIDED THAT THE DIRECTORS DO NOT WITHDRAW THE PROPOSED MERGER FROM
CONSIDERATION AT THE MEETING AS PER THE PRECEDING PARAGRAPH.
3. To amend the Articles of Incorporation, in Idaho, to change
the name of the Company to AmeriStar International Holdings, Inc., 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
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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.
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 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 (3) 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.
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 MEETING, AFTER THE SHAREHOLDERS' MEETING OF DECEMBER 8,
1997, AT WHICH DIRECTORS ARE ELECTED.
THE DIRECTORS OF INTERNATIONAL RESORT DEVELOPERS, INC. HAVE
PLACED THE FOLLOWING CONDITION ON SUBMITTING THE AMENDMENT TO THE ARTICLES OF
INCORPORATION, ELIMINATING THE SECOND AND THIRD SENTENCES OF ARTICLE VI,
SECTION 3, TO THE SHAREHOLDERS FOR APPROVAL. IF, PRIOR TO THE SUBMISSION OF THE
AMENDMENT TO THE SHAREHOLDERS FOR APPROVAL, ONE OR MORE SHAREHOLDERS OF
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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 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.
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.
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 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, President and director of Park and GSI is
David Mackarness, a British citizen resident in Belgium, whose address is
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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, the company will have
the capability of broadcasting 500 channels, and believes that it will 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 AmeriStar, as a subsidiary of the Company, pursuant to an
employment contract cancelable by
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either party upon twelve months written notice, and has also agreed to serve as
a director of the Company.
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 AmeriStar 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.
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.
GSI has changed its name to AmeriStar Worldwide Entertainment
Corporation, and will hereafter be referred to interchangeably 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 immediately target new areas of business, as well as 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
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market residential lots into which the Palmeras and Irvine parcels are and will
be subdivided.
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.
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.
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.
Consequently, no representations can be made, at this point, as to the
profitability of the various 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
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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 have GSI resell the BrightStar assets 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
for its fiscal year ending June 30, 1998.
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 paragraph 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.
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
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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 State of Idaho.
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 be entitled to more than one-times the
fair value of his shares.
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, or must be delivered to the
Chairman of the meeting of the shareholders prior to the time the vote is
taken.
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
11
<PAGE> 13
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 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
12
<PAGE> 14
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 for its fiscal year ending June 30, 1998 (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.
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 8,
1997 shall be the shareholders of the Company who are entitled to vote at the
meeting of shareholders on December 8, 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.
13
<PAGE> 15
<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>
(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 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
14
<PAGE> 16
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 CEO of
International Basic Resources, 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. Carden were transferred to
him by a former shareholder of Doggart Trading, Ltd. to whom was issued a
portion of the 1,233,333 shares.
15
<PAGE> 17
MEMBERS OF BOARD OF DIRECTORS (INCLUDING NOMINEES THEREFOR)
Directors
<TABLE>
<CAPTION>
==============================================================================================================
NAME AND AGE TERM PERIOD SERVED OTHER POSITIONS HELD
AS MEMBER OF BOARD WITH BUSINESS
OF DIRECTORS OF COMPANY EXPERIENCE
COMPANY
==============================================================================================================
<S> <C> <C> <C> <C>
Patrick J. Magee Until next meeting 02/08/97 to present President, CEO and **
Age: 52 of shareholders Chief Financial
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. Oosthuizen Until next meeting 03/29/97 to present Chairman of the **
Age: 65 of share- Board of Directors
holders of Company, 3/29/97
to present.
- --------------------------------------------------------------------------------------------------------------
Samuel B. Watson Nominee for N.A. N.A. #
Age: 39 Director
- --------------------------------------------------------------------------------------------------------------
Donald M. Spears Nominee for N.A. N.A. #
Age: 49 Director
- --------------------------------------------------------------------------------------------------------------
Patrick Lappin Until next meeting 5/12/97 to present N.A. **
Age: 46 of shareholders
==============================================================================================================
</TABLE>
**See description of business experience during the past five
years on pages following.
16
<PAGE> 18
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 Member 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 **
Age: 52 Financial Officer, and member present
of Board of Directors of
Company;
President and member of Board 04/01/97 to present
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.
17
<PAGE> 19
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 Spring 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 Managers, Inc., a corporation engaged in the ownership, operation and
development of motels.
18
<PAGE> 20
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 on a full time basis 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 interest, have been
indebted to the Company or any of its subsidiaries in an amount in excess of
$60,000.
19
<PAGE> 21
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 of 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, and Doggart
Trading, Ltd. has informed management that it has not at any time sold stock,
which it has owned, in the Company.
20
<PAGE> 22
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>
(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.
21
<PAGE> 23
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 for the fiscal year ending June 30, 1998.
La Voie, Clark, Charvoz & May, P.C. prepared the audited
financial statements of the Company for its fiscal years ending June 30, 1994,
June 30, 1995, and June 30, 1996. 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 preemptive rights to
purchase, subscribe for, or otherwise acquire any shares of stock of the
Company.
22
<PAGE> 24
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., was a director of
Doggart 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 for $2,000,000 payable to Dardell, which was
satisfied by the issuance of 3,000,000 shares of the Company's stock to
Dardell. Dardell was the owner of 100% of the real estate purchase contract.
23
<PAGE> 25
The said shares were issued and delivered to Dardell, causing Dardell to become
the owner of more than a 5% interest in the Company. The Company has been
informed that Dardell subsequently disposed of its shares of stock in the
Company. 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 Vice President of Playas Palmeras, S.A. until
June, 1996, and currently a retained consultant to the Company, 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,
attached). Accordingly, he is one of the shareholders of said corporations to
whom the Company is was obligated and made payments in connection with the
acquisition of the shares of those corporations by the Company.
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.
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 Registrant, 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.
24
<PAGE> 26
2. Schedules to above stated Financial Statements (Schedule
III, Real Estate and Accumulated Depreciation)
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.
25
<PAGE> 27
APPENDIX
INTERNATIONAL RESORT DEVELOPERS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 8, 1997
The undersigned hereby appoints Patrick Magee and Pieter 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 8, 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, 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> 28
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>
Proposal 1 - Election of Directors Patrick Joseph Magee [ ] [ ]
Pieter Gerhard Keyfer Oosthuizen [ ] [ ]
Patrick Lappin [ ] [ ]
Samuel B. Watson [ ] [ ]
Donald M. Spears [ ] [ ]
</TABLE>
Proposal 2 - To approve the Agreement and Plan of Merger pursuant to which
International Resort Developers, Inc. will merge into its
subsidiary, AmeriStar International Holdings Corporation, a
Tennessee Corporation.
Proposal 3 - To amend the Articles of Incorporation of the Company to change
its name to AmeriStar International Holdings Corporation (in the
event Proposal 2 is not submitted by the Directors for shareholder
approval, or if submitted, is not approved, or if approved by the
shareholders, the merger so approved is not consummated).
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 (in the event
Proposal 2 is not submitted by the Directors for shareholder
approval, or if submitted, is not approved, or if approved by the
shareholders, the merger so approved is not consummated).
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
for its fiscal year ending June 30, 1998.
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 or 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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