SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. __)
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
MID-STATE RACEWAY, INC.
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(Name of Registrant as Specified In Its Charter)
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MID-STATE RACEWAY, INC.
INFORMATION STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY
GENERAL INFORMATION
This Information Statement is being delivered in connection with the 2000
Annual Meeting of Shareholders (the "Annual Meeting") of Mid-State Raceway, Inc.
(the "Company") to be held on Friday, September 8, 2000 at 2:00 p.m. local time
for the purposes a) of electing four Directors whose terms will expire at the
Company's 2003 Annual meeting of Shareholders, and b) amending the Company's
Certificate of Incorporation and By-laws i) to permit the election of three
additional Directors for a total of fifteen Directors; ii) to expand the
corporate purposes to include the operation of a hotel and other activities not
directly related to harness racing, and; iii) to establish the position of
Chairman of the Board as separate from the President of the Company. The Annual
Meeting will be held at the Comfort Suites Hotel which is adjacent to the track
at Vernon Downs, Vernon, New York.
The Company's principal executive offices are located at Vernon Downs,
Vernon, New York 13476. The telephone number at that address is (315) 829-2201.
This Information Statement and the Annual Report to Shareholders will be
first mailed on or about August 10, 2000, to all shareholders entitled to vote
at the Annual Meeting.
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on July 26, 2000 are
entitled to notice of, and to vote at, the Annual Meeting. At the record date
442,766 shares of the Company's $0.10 par value common stock ("Common Stock")
were issued, outstanding and entitled to vote at the Annual Meeting.
VOTING
Every shareholder voting for the election for Directors is entitled to one
vote for each share held of record on the record date. The representation in
person or by proxy of at least a majority of the outstanding shares of Common
Stock entitled to vote at the meeting is necessary to constitute a quorum for
the transaction of business. Directors are elected by a plurality of the votes
cast at the meeting.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
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Proposals of shareholders which are intended to be presented by such
shareholders at the Company's 2001 Annual Meeting must be received by the
Secretary of the Company at the Company's principal executive offices no later
than April 1, 2001 in order to be included in the information statement or proxy
soliciting material, as the case may be, relating to that meeting.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of 10 meetings during the calendar year
ending December 31, 1999. No person who is presently a Director of the Company
attended fewer than 75 percent of all such meetings of the Board of Directors
and of the Committees, if any, on which such Director served, except for Dominic
A. Giambona and Jeremiah Law
The Company has a standing Compensation-Labor Relations Committee of the
Board of Directors.
The Company's Compensation-Labor Relations Committee currently consists of
John J. Signorelli, Justice M. Cheney, Patrick Bombardo and Jeremiah Law. The
Compensation-Labor Relations Committee reviews compensation and benefits for the
Company's employees and makes recommendations to the Board of Directors. Except
for Justice M. Cheney, and Patrick Bombardo, no member of the Compensation-Labor
Relations Committee was or is an employee of the Company.
The Company has no Audit Committee or Nominating Committee. The Board of
Directors, however, performs the functions of Nominating Committee and may
nominate one or more persons for election to the Board of Directors.
Any shareholder may nominate one or more persons for election to the Board
of Directors, provided such nomination is in writing, received by the Secretary
of the Company at the Company's principal executive office not less than 30 days
prior to the meeting date and is accompanied by the written consent of such
nominee to serve as a director.
COMPENSATION OF DIRECTORS
The Company does not compensate persons for serving on its Board of
Directors.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 26, 2000 (i) by each person
who is known by the Company to own beneficially more than five percent of the
Company's common stock, (ii) each Director and nominee for Director of the
Company and (iii) all Directors and Executive Officers as a group.
Directors, Executive Officers Shares Beneficially Owned
5% Shareholders Number Percent
--------------- ------ -------
Standardbred Enterprises, Ltd.
3837 Peterboro Road
Oneida, New York 134213 126,657(3) 28.61%
Richard C. Breeden, Trustee
Bennett Management
& Development Corp. 38,000 8.58%
Abe Acee, Jr. (1),(4) 200 (2)
Patrick Bombardo (1) 100 (2)
Justice M. Cheney (1),(4),(5) 270 (2)
Leighton R. Burns (4) 100 (2)
Dominic Giambona (1),(5) 68,833 15.55%
Joel Gosler (4) 0 0
Thomas M. Hunter (1),(4) 0 0
Edward A. Kiley (1) 250 (2)
Jeremiah Law (1) 510 (2)
Dr. Robert Legler, DVM (1) 0 0
James J. Moran 1 100 (2)
John J. Signorelli (1),(4),(5) 68,833 15.55%
Paul V. Noyes (1),(5) 19,594 4.43%
Wesley E. Wendt, Sr. (1) 1,334 (2)
All Directors and Executive
Officers as a Group (13 persons) 160,024 36.14%
1. Director of the Company.
2. Denotes less than one percent of ownership.
3. There has been an Interpleader action commenced in New York State Supreme
Court to determine ownership of the Shares. Standardbred Enterprises, Ltd.
does not claim ownership of the shares. Ownership is claimed by the Trustee
of the Bennett Funding, Inc. Bankruptcy and NW Investors, II, LLC.
4. Nominee for Director.
5. Executive Officer of the Company.
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EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation of the
Company's Chief Executive Officer for services to the Company during the three
fiscal years ended December 31, 1999.
Name and Principal Position Year Salary Bonus Other
--------------------------- ---- ------ ----- -----
John J. Signorelli 1999 $26,000
(President and Chief Executive
Officer from September 8, 1999)
Justice M. Cheney 1999 $42,692 - -
(President and Chief Executive
Officer to September 8, 1999)
No other executive officer received an annual salary and bonus in excess of
$100,000 over the last three fiscal years. John J. Signorelli is currently
receiving a monthly consulting fee of $6,500 ($78,000 annually).
CHANGES IN CONTROL OF COMPANY
On November 5, 1999, John J. Signorelli, and Dominic A. Giambona each
subscribed for 67,500 shares of stock (for a total of 135,000 shares) in
Mid-State Raceway, Inc. The shares were purchased for consideration of $10 per
share for a total cash payment to the Company of $1,350,000. Subsequently Mr.
Signorelli and Mr. Giambona each purchased 1,333 shares of stock in the Company
for $10 per share, giving them each 68,833 shares (for a total of 137,666
shares).
Messrs. Signorelli and Giambona were also issued a warrant to purchase a
maximum of 175,000 shares of common stock of the Company at $10 a share. If the
warrant is exercised, Messrs. Signorelli and Giambona will own approximately 51%
of the total shares of stock of the Company.
The funds used for the purchase were Mr. Signorelli's and Mr. Giambona's
personal funds. At the Board of Directors meeting on September 8, 1999, Messrs.
Signorelli and Giambona were elected Directors of the Company and in addition,
Mr. Signorelli was elected President and Chief Executive Officer of the Company,
and Dominic A Giambona was elected Executive Vice President of the Company.
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ELECTION OF DIRECTORS
DIRECTORS AND EXECUTIVE OFFICERS
The Company's Board of Directors is comprised of three classes of
Directors; each of which class contains up to four directors who serve staggered
three-year terms. The terms of Abe Acee, Jr. Justice M. Cheney, Thomas M. Hunter
and John J. Signorelli will expire at the 2000 Annual Meeting of Shareholders.
The names of the Company's Directors whose terms extend beyond the 2000 Annual
meeting and who will continue in office following such meeting are as follows:
Name of Director Term Expires
---------------- ------------
Dominic A. Giambona 2001
Patrick Bombardo 2001
James J. Moran 2001
Paul V. Noyes 2001
Edward A. Kiley 2002
Jeremiah Law 2002
Dr. Robert Legler, DVM 2002
Wesley E. Wendt, Sr. 2002
PATRICK BOMBARDO (age 57) has served as a Director since August 1998. In
addition to his current position as Chief Operating Officer of the Company, he
has served as Director of Gaming and Interim Chief Financial Officer of the
Company. Prior to joining the Company in September 1999, he was General Manager
of the Comfort Suites Hotel at Vernon Downs. Mr. Bombardo is an experienced
professional with more than 20 years of business experience, specializing in
accounting, operations, management, training and finance. He served as Chief
Financial Officer/Controller at J-K Independent Lumber Corporation in New
Hartford from 1986 to February 1998. He possesses leadership experience in
retailing, manufacturing and service organizations.
DOMINIC A. GIAMBONA (age 61) has been Executive Vice President of the
Company since August 1999 and has served as a Director since August 1999. Mr.
Giambona is a private investor and business consultant. Born and raised in Rome,
NY, Mr. Giambona now resides in Vero Beach, Florida. He is a graduate of
Syracuse University and has 40 years experience with building construction,
facilities management and development and marketing.
EDWARD A. KILEY (age 58) has served as a Director since June 1999. He is a
1964 graduate of Brown University and Dean's List and Cum Laude graduate of the
Syracuse University School of Law. A member of the New York, Florida and United
States Supreme Court bars before retiring from the practice of law in 1995, he
is currently employed as a financial planner. He is the eldest son of Vernon
Downs founder William F. Kiley.
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JEREMIAH LAW (age 48) has served as a Director of the Company since
December 1997. He is the proprietor of the Squat and Gobble Restaurant in
Vernon, New York.
DR. ROBERT LEGLER, DVM (age 53) has served as a Director since June 1999.
Dr. Legler underwent his pre-med studies at Siena College after four years of
United States Submarine Service where he attained the rank of Petty Officer 1st
Class. He is a 1965 graduate of Cornell University's College of Veterinary
Medicine. He worked at the Gluck Equine Research Station-University of Kentucky
as an intern, and as an assistant to Dr. John Steele in Vernon. He set up his
own veterinary practice in 1968 and has been employed as the track veterinarian
at Vernon Downs since 1995. He has owned and managed the Bar-Log, Inc. logging
and building operation and the Barb Farm, which is devoted to the breeding and
racing of Standardbreds. He also maintained a competitive stable of several
horses. He is presently the owner and general manager of the Vernon Apartments.
Dr. Legler serves on the Town of Vernon Zoning Board of Appeals.
JAMES J. MORAN (age 60) has been Director of Publicity/Public Relations
since 1975 and Track Announcer since 1964 and has served as a Director since
1986. Mr. Moran was Secretary of the Company from 1994 to September 1999 and
Assistant Secretary from 1985 to September 1999. He is past President and
Chairman of the Board of the North American Harness Publicists Association and
Secretary/Treasurer of the Vernon Chapter of the United States Harness Writers
Association.
PAUL NOYES (age 69) has served as a Director since August 1998 and has been
Secretary of the Company since September 1999. He is a prominent area lawyer
with an office in Sherrill, New York. He is a graduate of Hamilton College and
Cornell University Law School. He is a Board member of the Mid-York Foundation,
Kenwood Benevolent Society, Oneida Community Mansion House, Madison County
Children's Camp, Mid-York Library System, and serves as Treasurer for the
Madison County Democrat Committee.
WESLEY WENDT (age 53) has served as a Director since June 1999. He is a
self-made and successful businessman. Mr. Wendt has bought, improved and then
sold many properties in Oneida and Madison Counties. In addition, he has owned
and operated several restaurants, most notably Dibbles Inn in Vernon, New York.
In the Spring of 1998, when this track was close to financial collapse, he
organized on short notice a loan of one million dollars to the track. For many
years, he has supported very quietly and generously many civic causes.
NOMINEES
Four Directors are to be elected at the Annual Meeting. The terms of these
Directors will expire at the 2003 Annual Meeting of Shareholders or until
successors have been elected and qualified. The following persons have been
nominated by the Company shareholders for election to the Board of Directors:
Abe Acee, Jr., Leighton R. Burns, Justice M. Cheney, Joel Gosler, Thomas M.
Hunter and John J. Signorelli. Except for Leighton R. Burns and Joel Gosler, all
of the nominees are presently Directors of the Company.
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Certain information regarding each nominee is set forth below:
ABE ACEE, JR. (age 54) has served as a Director since December 1997. He has
been a resident of Vernon, New York for 20 years and is proprietor of the
Nothin' Fancy Cafe' and Country Edition in Vernon, New York. From 1977 to 1993,
he has provided feed service to Vernon Downs and also brokered hay and straw to
major Standardbred and Thoroughbred facilities and breeding farms in the
northeastern Untied States. He is one of the founders of the Vernon Merchants
Association and continues to be an active member of the Association.
LEIGHTON R. BURNS (age 69) is a 1958 graduate of Cornell University Law
School. He is admitted to the Bar of the State of New York and has also been
admitted to the United States District Courts, for the Northern and Western
Districts of New York and the Second Circuit Court of Appeals. Mr. Burns is
affiliated with the law firm of Kernan and Kernan, P.C. where he specialized in
trial and appellate work in civil litigation. He is a Fellow of the American
College of Trial Lawyers and Past President of the Oneida County Bar
Association.
JUSTICE M. CHENEY (age 67) is currently Vice-President and General Manager
of the Company and has served as a Director since December 1997. Mr. Cheney was
President and Chief Executive Officer of the Company from December 1997 to
September 1999. He was an adjunct professor with the Department of
Vocational/Technical Education, SUNY Oswego. He has been a member of the United
States Trotting Association since 1953 and is licensed as an owner, trainer,
driver and breeder of Standardbred horses. He has raced harness horses as both a
driver and a trainer at Vernon Downs, Saratoga Raceway and various New York
State and County Fairs.
JOEL GOSLER (age 61) is a Corporate Executive with 40 years experience in
national and international sales and marketing in the hospitality trade. Mr.
Gosler is one of the most respected individuals in his field. He was recently
honored as the "Man of the Year" by his peers. He currently serves as a
consultant to major corporations in the hospitality industry.
THOMAS M. HUNTER (age 53) has served as a Director since December 1997. He
has been a licensed Standardbred trainer since 1980 and is licensed as such by
the New York State Racing and Wagering Board. Mr. Hunter is currently employed
by H&B Marketing working in the area of advertising sales. Prior to 1992, Mr.
Hunter was a self-employed businessman working in telecommunications management,
marketing sales and development.
JOHN J. SIGNORELLI (age 58) has been President and Chief Executive Officer
of the Company since September 1999 and has served as Director since August
1999. Mr. Signorelli is a senior partner of Success Financial Group, a business
consulting firm located in Mt. Kisko, New York. Mr. Signorelli has engaged in
venture capital and business consulting activities in the equine, securities and
health care industries. Mr. Signorelli is also the founder and a current board
member of Transpirator Technologies, Inc. Mr. Signorelli's standardbred
activities include Chief Executive Officer and founder of Saratoga
Standardbreds, Inc., a breeding facility, from 1979-1991; founder and president
of Preferred Equine Marketing, Inc. (PEM); founder of Saratoga Fence, Inc.,
specializing in PVC fencing and president of the Spring Garden Ranch training
center. Mr.
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Signorelli has also been a prominent owner of harness racehorses, brood mares
and stallions since 1978.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Board of Directors has approved an Amendment to the Certificate of
Incorporation and By-Laws which will increase the maximum number of directors
from 12 to 15. The Amendment will permit the election of additional directors
who are prominent, experienced and knowledgeable in the horse racing and hotel
businesses. Management believes that such additional directors will
substantially enhance the Company's business prospects. The Amendment requires
approval of at least 80% of the shareholders. Vacancies on the Board of
Directors as a result of the proposed amendment may be filled by majority vote
of the Board.
The Board of Directors has approved an Amendment to the Certificate of
Incorporation which will amend the objects and purposes for which the company
was formed to include the operation of a hotel on the Company's premises, the
conduct of events, festivals, concerts, fairs, shows and the like on the
Company's premises, farming and ranching on the Company's premises and any
activity which will enhance and supplement the Company's horse racing business.
The Amendment requires approval of at least majority of the shareholders.
The Board of Directors has approved an Amendment to the Certificate of
Incorporation and By-Laws to establish the position of Chairman of the Board as
separate from the President of the Company. The Amendment requires approval of
at least majority of the shareholders.
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting.
THE BOARD OF DIRECTORS
Dated: August 4, 2000
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