INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitve proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Mid-State Raceway, Inc.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Mid-State Raceway, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or Rule
14a-6(i)(2).
/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or Rule
14a-6(i)(2).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
<PAGE>
MID-STATE RACEWAY, INC.
VERNON DOWNS
Vernon, New York
June 26, 1995
Frank O. White, Jr.,
President and
Chief Executive Officer
To the Shareholders of Mid-State Raceway, Inc.:
You are cordially invited to attend the Annual Meeting of Shareholders on
July 18, 1995 at 9:30 A.M. in the Miracle Mile Room of the lower clubhouse at
Vernon Downs, Vernon, New York.
Your attention is directed to the enclosed notice of this meeting, proxy
statement, proxy card and financial statements.
It is important that your stock be represented at the meeting, regardless
of the number of shares you may hold. Whether or not you plan to attend the
meeting, please sign, date and return the enclosed proxy card in order to be
sure that your shares will be voted at the meeting. You may revoke your proxy
and vote in person if you do attend the meeting. It is not necessary that your
signature be witnessed.
Yours sincerely,
FRANK O. WHITE, JR.
President and Chief Executive Officer
<PAGE>
VERNON DOWNS LOGO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Mid-State Raceway, Inc. (the
"Company") will be held in the Miracle Mile Room of the lower clubhouse, Vernon
Downs, Vernon, New York 13476 on Tuesday, July 18, 1995 at 9:30 A.M. to consider
and take action upon the following matters:
1. To elect three directors each for a term of three years;
2. To ratify the appointment of Carl J. Eilenberg to fill a vacancy on
the Board; and
3. To transact other business as may properly come before the meeting or
any adjournments thereof.
Only shareholders of record at the close of business on June 15, 1995 are
entitled to notice and to vote at the meeting.
By Order of the Board of Directors
JAMES J. MORAN
Vice President and Secretary
Dated: June 26, 1995
<PAGE>
PROXY STATEMENT
To The Shareholders:
The solicitation of the enclosed proxy is made by and on behalf of
Mid-State Raceway, Inc., P.O. Box 860, Vernon, New York 13476 and the cost of
solicitation will be borne by the Company. The proxy is revocable at any time
prior to its exercise. A proxy may be revoked by giving written notice to the
Secretary of the Company at the Company's address, by attending the Annual
Meeting and voting your shares of stock in person, or by executing and
delivering to the Secretary a later-dated proxy prior to the Annual Meeting.
By resolution of the Board of Directors, shareholders of record at the
close of business on June 15, 1995 are entitled to notice and to vote at the
Annual Meeting. On June 15, 1995, 250,386 shares of Common Stock were issued and
outstanding with each share entitled to one vote.
Proxies and proxy soliciting material were first mailed to shareholders on
or about June 26, 1995.
ITEMS 1 AND 2. ELECTION OF DIRECTORS
The first item to be acted upon at the Annual Meeting is the election of
three directors who stand for election to the nine member Board of Directors.
The directors shall hold office for three years or until their successor is duly
elected and qualified. In addition, action will be taken to ratify the
appointment of Carl J. Eilenberg to fill a vacancy in a separate class of
directors for one year or until his successor is duly elected and qualified.
Shares represented by the enclosed proxy are intended to be voted, unless
authority is withheld, for the election of the nominees listed below. Should any
nominee become unavailable to serve as director, which is not anticipated, those
shares will be voted for an alternate, or alternates, if any, designated by the
Board of Directors. The other members of the Board, who are listed below,
presently are expected to continue to serve on the Board until their respective
terms expire.
The nominees designated by the Board of Directors and directors continuing
in office are listed on the following pages with brief statements setting forth
their present principal occupations and other information, including
directorships in other public companies. All of the nominees are now directors
and were so elected to the present Board of Directors by the shareholders with
the exception of David H. Brown and Carl J. Eilenberg, who were appointed to
fill vacancies on the Board. Nominees receiving a plurality of the votes
represented in person or by proxy at the Annual Meeting will be elected as
directors.
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<PAGE>
NOMINEES FOR DIRECTOR AND DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
Common Shares
Beneficially
Became Owned as of
Name and Age Principal Occupation Director June 1, 1995(a)
------------ -------------------- -------- ---------------
Nominees
--------
Terms expiring at annual meeting in 1998
<S> <C> <C> <C> <C>
Frank O. White, Jr. (40) President and Chief Executive Officer since April, 1985 1,142
* ** 1994; Vice President and General Manager,
1990-1994; Assistant General Manager 1983-1990;
Director of Mutuels since 1981; Assistant Manager
Mutuels 1979-1980; Mutuel Clerk from 1972 to 1978;
Former Director of Mutuels Syracuse Mile, Inc.,
1983-1993; member of Equine Advisory Council
College of Veterinary Medicine Cornell University;
Director of United States Trotting Association;
Director of Syracuse Mile, Inc.; Director of HTA
Insurance Co. Ltd. Bermuda; Director of Community
Memorial Hospital, Hamilton, N.Y.; Trustee of
Oneida Savings Bank; Son of Frank O. White, Sr.
James J. Moran (55) Vice President and Secretary since April, 1994; 1986 100
* ** Assistant Secretary 1985-1994; Director of
Publicity/Public Relations since 1975; Track
Announcer since 1964; Served in Racing and Program
Department 1962; Past President and Chairman of
the Board of the North American Harness Publicists
Assn.; Secretary/Treasurer of Vernon Chapter of
U.S. Harness Writers Assn.
David H. Brown (56) Assistant to the President since 1994; Assistant 1995 58
Mutuel Manager, 1989-1994; Formerly Executive
Board member of Local 234, S.E.I.U.; Formerly
Vice-President and Executive Board member of
Catholic School Administrators' Assn. of New York.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Common Shares
Beneficially
Became Owned as of
Name and Age Principal Occupation Director June 1, 1995(a)
------------ -------------------- -------- ---------------
Directors Continuing in Office
------------------------------
Terms expiring at annual meeting in 1996
<S> <C> <C> <C> <C>
Robert W. Jaquint (70) Former Treasurer 1979-1994; Comptroller and 1979 378
* Assistant Secretary 1968-1978; Comptroller
1963-1978; Treasurer and Director of Syracuse
Mile, Inc.
Carl J. Eilenberg (65) Executive Editor of Rome Observer; President of 1994 100
** Rome Sports Hall-Of-Fame; Director of Rome
Chapter, American Red Cross as well as numerous
other organizations; Internal Communications
Director (PA) at Carrier Dome, Syracuse
University; Former Mayor (three terms, 1980-91)
Rome, New York.
James E. Raymonda (62) Former Chairman, Mohawk Valley Regional Board, 1988 100
*** **** Fleet Bank of N.Y.; Director of Utica First
Insurance Company; Director of Heritage Home;
Member of St. Elizabeth Hospital Board of
Trustees; Director and Treasurer of Utica
Foundation; Director and President of United Way
of Greater Utica.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Common Shares
Beneficially
Became Owned as of
Name and Age Principal Occupation Director June 1, 1995(a)
------------ -------------------- -------- ---------------
Directors Continuing in Office
------------------------------
Terms expiring at annual meeting in 1997
<S> <C> <C> <C> <C>
Jerome M. Wilson (78) Former Vice President, 1973-1994; Vice 1962 3,138-5/6(a)
** President and Secretary, 1977-1987; Director of
Syracuse Mile, Inc.; Chairman of John Wilson
Realty Co., Syracuse, N.Y.; Regional Director of
Chase Manhattan Bank, N.A., Syracuse, N.Y.;
Director of Syracuse Welfare Corp.; Regent of
LeMoyne College, Syracuse, N.Y.; President and
Trustee of The Erie Canal Museum; Partner,
Lloyd-Martin Antiques; Trustee of Cazenovia
College, Cazenovia, N.Y.
Frank O. White (71) Former President and Chief Executive Officer, 1970 1,794
* 1973-1994; Executive Vice President, 1965-1972;
Chairman of the Board and Director of Syracuse
Mile, Inc.; Director of Harness Horse Breeders of
N.Y.S.; Vice President and Director of Harness
Tracks of America, Inc.; Director of HTA Insurance
Co., Ltd. Bermuda; Trustee of the Trotting Horse
Museum and Hall of Fame of the Trotter; President
and Director of Hinman Charitable Foundation.
</TABLE>
(continued on next page)
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<PAGE>
<TABLE>
<CAPTION>
Common Shares
Beneficially
Became Owned as of
Name and Age Principal Occupation Director June 1, 1995(a)
------------ -------------------- -------- ---------------
(continued from prior page)
<S> <C> <C> <C> <C>
Dick MacPherson (64) Director and Senior Vice President - Corporate 1993 250
* ** *** **** Communications of the Bennett Companies;
Head Coach of the New England Patriots of the
National Football League from 1990-1992; Head
Football Coach at Syracuse University from
December 1980-1990; Linebacker Coach for the
Cleveland Browns of the National Football League
1978-1980; Head Football Coach at the University
of Massachusetts 1971-1977. 1987 Honors - Kodak
Coach of the Year (American Football Coaches
Association); Bear Bryant Award (Football Writers
Coach of the Year); Bobby Dodd Coach of the Year
Award (Atlanta, Georgia).
All officers and directors as a group (including 9 individuals named above) 7,060-5/6 2.82%
</TABLE>
(a) The percentage of Common Stock beneficially owned by each director is
less than 1%, except with respect to Mr. Wilson whose percentage ownership is
1.25%. Mr. Wilson's stated holdings include 1,151 shares held by Mr. Wilson's
wife, as to which he disclaims beneficial ownership.
* Member of Executive Committee
** Member of the Advertising Committee
*** Member of the Compensation Committee
**** Member of the Audit Committee
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<PAGE>
Committees Of The Board
The Board of Directors of the Company has an Executive, Compensation, Audit
and Advertising Committee. Although the Company does not have a Nominating
Committee, the Board of Directors, as a committee of the whole, performs the
functions of such a committee by reviewing nominations suggested by any of its
members and then making a recommendation to the shareholders. The Board of
Directors will consider shareholders' recommendations for directors sent to
James J. Moran, Vice President and Secretary, Mid-State Raceway, Inc., P.O. Box
860, Vernon, New York 13476.
Executive Committee. The Executive Committee held one meeting during fiscal
1995 and has all the authority of the Board of Directors.
Compensation Committee. The Compensation Committee held one meeting during
fiscal 1995 to review the compensation of all employees and makes
recommendations to the Board of Directors.
Audit Committee. The Audit Committee held one meeting during fiscal 1995.
It reviews with the Company's independent auditors the scope of the audits to be
made to determine whether or not such audits are adequate to protect the
interests of the Company. It also reviews the scope and results of the
examination made by such auditors.
Advertising Committee. The Advertising Committee held nine meetings during
fiscal 1995. It recommends to the Board of Directors the annual advertising
budget and reviews monthly the production and media expenditures with the
advertising/public relations agency.
The Board of Directors of the Company held nine regular meetings during
fiscal 1995. Each director attended at least 75% of all meetings of the Board of
Directors and all committees on which the director served during fiscal 1995.
Compensation Of Directors
Employee directors of the Company are not paid any fees or remuneration for
service as members of the Board of Directors. During fiscal year 1995,
non-employee directors received $250 for each Board Meeting attended and $125
for each Committee Meeting attended.
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<PAGE>
OWNERSHIP OF COMMON STOCK
At the close of business on June 15, 1995, the Company had outstanding
250,386 shares of Common Stock. No person or group is known by the Company to
beneficially own more than 5% of the Company's Common Stock except as set forth
in the following table.
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owner Ownership Class
------------------- ----------------- ----------
Patrick R. Bennett .......... 135,361 54%
3837 Peterboro Road
Oneida, NY 13421
Certain Related Transactions
During 1995, various companies affiliated with the majority shareholder,
Patrick R. Bennett, paid in aggregate $76,500 to the Company in connection with
corporate sponsorship of various races.
In 1994, the Company entered into a lease agreement with a partnership that
includes the Company's majority shareholder, Patrick R. Bennett. Pursuant to the
lease agreement, the Company leases a portion of its real property for the
purpose of permitting the lessee to operate a hotel adjacent to the Company's
facilities. The term of the lease is for 20 years with renewal options for an
additional 20 years. Anytime during the lease or any renewal period of the
lease, the Company may elect to assume all of lessee's duties, obligations,
rights and responsibilities under the lease with respect to the hotel. Lease
payments during the initial 20 year period are $10,000 per year.
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation paid by
the Company to those persons who were, at March 31, 1995, (i) the chief
executive officer and (ii) the other executive officers whose annual salary and
bonus exceeded $100,000 during the last three fiscal years.
Summary Compensation Table
Name and
Principal Position Year Salary
------------------ ---- ------
Frank O. White, Jr. .......... 1995 $90,000
President and Chief ......... 1994 $77,000
Executive Officer ........... 1993 $69,000
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<PAGE>
The Company has an employment agreement with Mr. White providing for his
employment as the Company's President and Chief Executive Officer through June
30, 1999, unless terminated early pursuant to the terms of the Agreement. The
Agreement may be terminated by the Board for good cause at any time. The
Agreement requires that Mr. White devote his full working time and attention to
performance of his duties for an annual salary of not less than $90,000. The
Agreement also provides that if Mr. White's employment is terminated following a
change in control of the Company, Mr. White would be entitled to a payment
equal to 2.95 times his annualized includible compensation and be given full
credit for service until age 65 for purposes of retirement benefits and other
employee benefit programs. The Company has an employment agreement with one
other executive officer which contains similar provisions as the agreement with
Mr. White.
The Company provides group coverage benefits for life, health and hospital
insurance and a retirement/savings plan which are available to all full time
salaried employees.
OTHER MATTERS
The management is not aware of any other matters to be presented at the
meeting. If other matters properly come before the meeting, it is the intention
of the persons named in the proxy to vote with regard thereto in accordance with
their judgment.
Proposals of shareholders intended to be presented at the 1996 Annual
Meeting must be received by the Corporation no later than February 1, 1996 in
order to be included in the 1996 proxy statement and proxy relating to that
meeting.
A copy of Mid-State Raceway, Inc.'s March 31, 1995 Annual Report on Form
10-K filed with the Securities and Exchange Commission is available without
charge to those shareholders who wish more detailed information concerning the
company. If you wish a copy, please write to: James J. Moran, Vice President
and Secretary, Mid-State Raceway, Inc., P.O. Box 860, Vernon, New York 13476.
By Order of the Board of Directors
JAMES J. MORAN
Vice President and Secretary
James J. Moran
Dated: June 26, 1995
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<PAGE>
MID-STATE RACEWAY, INC.
PROXY for Annual Meeting of Shareholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Frank O. White, Jerome M. Wilson and Frank
O. White, Jr., or any of them, each with power of substitution, as proxies of
the undersigned to attend the Annual Meeting of Shareholders of Mid-State
Raceway, Inc., that will be held in the lower clubhouse Miracle Mile Room at
Vernon Downs, Vernon, NY on July 18, 1995 at 9:30 A.M. and any adjournment
thereof, and to vote the number of shares the undersigned would be entitled to
vote if personally present in the manner indicated below and on the reverse side
hereof, and in their discretion on any other matter which may properly come
before the meeting.
The Board of Directors recommends that the shareholders vote "FOR" the
following proposals.
1. The election of Frank O. White, Jr., James J. Moran and David H. Brown
to the Board of Directors:
FOR [ ] (Except as noted below) Vote Withheld [ ]
To withhold your vote on any individual nominee for director, strike a line
through the nominee's name below:
F.O. White, Jr. J.J. Moran D.H. Brown
2. The ratification of the appointment of Carl J. Eilenberg to fill a
vacancy on the board:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Continued And To Be Signed On The Other Side)
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(Continued From Other Side)
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED "FOR" ALL PROPOSALS.
The undersigned hereby acknowledges receipt of the notice of the Annual
Meeting of the shareholders of the Corporation.
--------------------------------
--------------------------------
Please sign exactly as your name
appears at left.
Date:
--------------------------
[ ] I PLAN TO ATTEND THE MEETING
(Please mark, sign, and date mail in the enclosed envelope)
MID-STATE RACEWAY, INC.
