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MID-STATE RACEWAY, INC.
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(Name of Registrant as Specified In Its Charter)
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<PAGE>
(315) 829-2201 Mid-State Raceway
VERNON DOWNS
Vernon, New York 13476-0860
FRANK O. WHITE, JR.
PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
April 14, 1997
TO THE SHAREHOLDERS OF MID-STATE RACEWAY, INC.:
A Special Meeting of Shareholders of Mid-State Raceway, Inc. will be held on May
6, 1997 at 10:00 A.M. in the Miracle Mile Room of the lower clubhouse at Vernon
Downs, Vernon, New York at the request of Mrs. Patrick Bennett, President of
Standardbred Enterprises Limited.
Standardbred Enterprises Limited is the record owner of 135,606 shares of common
stock of the Company (approximately 54% of the outstanding stock), and pursuant
to the Company's Bylaws, which permit shareholders holding 25% or more of the
outstanding shares to call a special shareholders meeting, Mrs. Bennett has made
a demand for a special meeting. Originally, Mrs. Bennett had demanded other
revisions to the Company's Bylaws, including, among others, an amendment to
provide for the removal of directors without cause and replacement with new
directors by action of shareholders holding more than 50% of the outstanding
stock. Based on advice of legal counsel, the Company has agreed to call the
meeting at Mrs. Bennett's request based upon the agenda set forth in the
attached Notice of Meeting.
Based on the agenda items for the Special Meeting and the Company's desire to
minimize costs associated with holding the Meeting, the Company will not be
soliciting proxies from shareholders in connection with the Meeting.
Yours sincerely,
/s/ Frank O. White, Jr.
Frank O. White, Jr.
President and Chief Executive Officer
Gold Cup Racing Over One of Harness Racing's Fastest Tracks
<PAGE>
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special 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, May 6, 1997 at 10:00 A.M. to consider
the following agenda at the request of Mrs. Patrick Bennett, President of
Standardbred Enterprises Limited.
1. To vote on a proposed amendment to the Company's Bylaws presented by
Mrs. Bennett to delete Section 28 of the Bylaws which provides as
follows:
Section 28. POWER OF DIRECTORS TO AMEND, ETC. The Board of
Directors shall have power to make, amend and repeal the Bylaws
of the Corporation, by vote of a majority of all the Directors,
at any regular or special meeting of the Board.
2. For management to present to the shareholders a detailed financial
plan and budget for 1997.
3. For the Board of Directors to set the date for the annual shareholders
meeting for 1997, to be held in June 1997 pursuant to the Company's
existing Bylaws.
4. For management to answer questions by shareholders concerning the
operations of the Company.
Only shareholders of record at the close of business on April 4, 1997 are
entitled to notice and to vote at the meeting. On April 4, 1997, 250,386 shares
of Common Stock were issued and outstanding, with each share entitled to one
vote. Due to time constraints, the full Board of Directors has not acted on this
request for a Special Meeting of Shareholders. This notice is being issued at
the direction of the Executive Committee, which may exercise the powers of the
Board of Directors.
By Order of the Executive Committee,
/s/ James J. Moran
James J. Moran
Vice President and Secretary
Dated: April 14, 1997
<PAGE>
INFORMATION STATEMENT
This Information Statement is being sent to shareholders of Mid-State
Raceway, Inc. (the "Company"), pursuant to SEC Rule 14c-2, in connection with a
Special Shareholders Meeting called by Mrs. Patrick Bennett on behalf of
Standardbred Enterprises Limited on May 6, 1997 at 10:00 a.m. at the Miracle
Mile Room of the lower clubhouse, Vernon Downs, Vernon, New York. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The only item to be voted upon at the meeting is the proposed amendment to
the Bylaws of the Company to delete Section 28 of the Bylaws. This proposed
amendment has been submitted by Mrs. Bennett apparently to limit the ability of
the Board of Directors to amend the Bylaws of the Company. Management of the
Company does not believe the deletion of Section 28 will have a significant
affect on the powers of the Board of Directors, although it will limit the
flexibility of the Board to respond quickly to changing circumstances which may
require an amendment to the Bylaws.
To be effective, the proposed amendment of the Bylaws must be approved by a
majority of the shares present and voting at the Special Meeting.
STOCK OWNERSHIP OF MANAGEMENT
The following provides information regarding the beneficial ownership of
the Company's common stock by its directors and all directors and executive
officers of the Company as a group.
Common Shares
Name of Director Beneficially Owned (a)
---------------- ----------------------
Robert W. Jaquint 378
Carl J. Eilenberg 100
James E. Raymonda 100
Jerome M. Wilson 3,138-5/6
Frank O. White 1,794
Douglas Burch 0
Frank O. White, Jr. 1,142
James J. Moran 100
David H. Brown 358
Robert V. McSweeney 10
<PAGE>
Jeremiah Law 1,010
David Slyman, Sr. 0
All directors and officers as a
group (including 12 individuals
named above) 8,130-5/6 or 3.25%
(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 holding include 1,151 shares held by Mr. Wilson's
wife, as to which he disclaims beneficial ownership.
PRINCIPAL HOLDERS OF COMMON STOCK
At the close of business on April 4, 1997, the Company had outstanding
250,386 shares of Common Stock. No person or group is known by the Company to
beneficially own more than five percent (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
------------------- ----------------- ----------
Standardbred Enterprises, Ltd 135,606 54%
3837 Peterboro Road
Oneida, NY 13421
CHANGE OF CONTROL
A change of control in the stock ownership of the Company has occurred from
Patrick R. Bennett to his wife, Gwen Bennett based upon the transfer of
beneficial ownership of Company common stock constituting a majority interest.
The information disclosed in this section, in accordance with SEC Rule 14c-2, is
taken from the Schedule 13D filed by Gwen Bennett, and the Company has not
confirmed or verified the current status of these matters.
As disclosed in the Schedule 13D filed on April 30, 1996, Standardbred
Enterprises Limited ("Standardbred Enterprises") acquired 126,657 shares of the
Company's common stock as of December 28, 1995 from Patrick R. Bennett for the
purchase price of $1,950,000. Gwen Bennett, wife of Patrick R. Bennett, owns
100% of the stock and is President of Standardbred Enterprises. As sole
consideration for the transfer of the
<PAGE>
126,657 shares, Patrick R. Bennett received a promissory note from Standardbred
Enterprises in the amount of $196,000 annually on December 31, 1996, 1997, and
1998 and a final payment of principal and interest of $2,145,000 on December 30,
1999. The Schedule 13D does not disclose the existence of any pledge, voting
arrangement, or other security given by Standardbred Enterprises in connection
with issuing the Note for $1,950,000 to acquire the shares.
CERTAIN RELATED TRANSACTIONS
In 1994, the Company entered into a lease agreement with a partnership that
includes the Company's former majority shareholder, Patrick R. Bennett, and the
current majority shareholder, Mrs. 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 the 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.
OTHER MATTERS
The management is not aware of any other matters to be presented at the
meeting.
By Order of the Executive Committee
/s/ James J. Moran
James J. Moran
Vice President and Secretary
Dated: April 14, 1997
