<PAGE>
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240,14a-12
AMARILLO MESQUITE GRILL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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 Exchhange Act
Rule 0-11(a)(2) and identify the followiong 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 of Registration Statement No.:
______________________________________________________________
(3) Filing Party:
______________________________________________________________
(4) Date Filed:
______________________________________________________________
<PAGE>
AMARILLO MESQUITE GRILL, INC.
302 North Rock Road, Suite 200
P.O. Box 2817
Wichita, Kansas 67201
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 29, 1998
The Annual Meeting of the Stockholders of AMARILLO MESQUITE GRILL, INC.
(the "Company") will be held at Amarillo Mesquite Grill Restaurant, Banquet
Room, 3151 N. Rock Road, Wichita, Kansas, on the 29th day of May 1998, at 10:00
o'clock A.M. (CDT) for the purpose of considering and acting upon the following
matters:
1. To elect four directors to hold office for the ensuing year and until
their successors are elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment.
The Company's annual report for the year ended January 25, 1998 will have
been mailed to all stockholders of record at the close of business on April 30,
1998.
The stock transfer books of the Company will not be closed, but only
stockholders of record at the close of business on April 29, 1998 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Linn F. Hohl, Secretary
Wichita, Kansas
April 29, 1998
You are cordially invited to come early so that you may meet informally
with management and Board nominees. The meeting room will be open from 9:30
o'clock A.M. until the meeting time at 10:00 o'clock A.M.
IMPORTANT
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. IT IS IMPORTANT THAT THE PROXY BE RETURNED REGARDLESS OF THE
NUMBER OF SHARES OWNED.
<PAGE>
AMARILLO MESQUITE GRILL, INC.
302 North Rock Road, Suite 200
P.O. Box 2817
Wichita, Kansas 67201
----------
The approximate mailing date of this Proxy Statement
is April 30, 1998
----------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 29, 1998
The accompanying proxy is furnished by Amarillo Mesquite Grill, Inc. (the
"Company") in connection with the solicitation by the Board of Directors and may
be revoked by the stockholder at any time before it is voted by giving a written
notice to the Secretary of the Company, by executing and delivering a proxy with
a later date, or by personal withdrawal of the proxy prior to or at the meeting.
The expense of this solicitation is to be borne by the Company and the Company
will reimburse persons holding stock in their name or in the names of their
nominees, for their expenses in sending proxies and proxy materials to their
principals.
The Company has issued and outstanding 7,573,895 shares of common stock,
par value $0.01 per share, as of April 29, 1998, the date the stockholders of
record entitled to vote at the meeting was determined (the "Record Date"). Each
share of common stock entitles the holder thereof to one vote. Nevertheless,
each stockholder has cumulative rights in electing directors, which means that
he has the right to accumulate his votes and give one candidate the number of
votes to which his shares are entitled multiplied by the number of directors to
be elected, or to distribute his votes on the same principle among as many
candidates as he chooses. Cumulative voting rights may be exercised in the same
manner as other voting rights, i.e., by proxy or in person. To exercise the
right, the stockholder should clearly indicate on the proxy card or upon a sheet
of paper how his votes should be distributed.
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth certain information with regard to the
beneficial ownership of Common Stock as of April 1, 1998 by (i) each stockholder
who is known by the Company to beneficially own in excess of 5% of the
outstanding shares of common stock, (ii) each director, (iii) each of the
executive officers named in the Summary Compensation Table, and (iv) all
directors and executive officers as a group. Except as otherwise indicated,
each stockholder listed below has sole voting and investment power with respect
to shares beneficially owned by such person.
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent of
Name and Address (1) Ownership Class
-------------------- ------------ ----------
<S> <C> <C>
Chris F. Hotze 439,317 (2) 5.8%
Linn F. Hohl 197,427 (3) 2.6%
Alan L. Bundy 881,935 (4) 11.4%
Andres Mouland 309,056 (5) 4.1%
C. Howard Wilkins, Jr. 2,013,165 (6) 25.8%
All officers and directors
as a group (five persons) 3,840,900 (7) 49.7%
Starwood Investments, L.P.
1313 North Webb Road
Wichita, KS 67206 1,821,607 (8) 23.3%
</TABLE>
- ---------------------------
(1) The business address of all officers and directors is 302 North Rock Road,
Suite 200, Wichita, Kansas 67206.
(2) Includes 28,000 shares owned by Mr. Hotze's minor children and 55,000 stock
options which are fully vested and exercisable.
(3) Includes 42,000 stock options which are fully vested and exercisable.
(4) Includes 10,040 shares owned by Mr. Bundy's minor children and 135,975
shares subject to stock options which are fully vested and exercisable.
(5) Includes 5,000 shares owned by Mr. Mouland's minor children and 45,000
stock options which are fully vested and exercisable.
(6) Includes 250,000 shares subject to stock options which are fully vested and
exercisable.
(7) Includes 527,795 shares subject to stock options which are fully vested and
exercisable.
(8) Includes 216,000 shares and 250,000 shares subject to stock options which
are fully vested and exercisable and owned by the general partner of
Starwood Investments, L.P.
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<PAGE>
ELECTION OF DIRECTORS
All directors of the Company are elected for a term of one year and hold
office until the annual meeting of the stockholders. The officers of the
Company are elected at the Board of Directors' first meeting following the
annual meeting of the stockholders. Such officers hold office until their
successors are chosen and qualified or until their death, resignation or
removal.
All executive officers of the Company currently serve on the Board of
Directors. The terms of office for all Board members expire at the 1998 Annual
Meeting of Stockholders. The following individuals have been nominated for
re-election to the Board to serve until the Annual Meeting of Stockholders in
1999.
<TABLE>
<CAPTION>
Name Age Position(s) Year Became
- ---- --- ----------- Director
-----------
<S> <C> <C> <C>
Chris F. Hotze 51 Chairman of the Board, President and Director 1982
Alan L. Bundy 41 Executive Vice President and Director 1996
Linn F. Hohl 58 Vice President of Finance, Secretary,
Treasurer and Director 1982
C. Howard Wilkins, Jr. 60 Director 1994
</TABLE>
CHRIS F. HOTZE has been President and Director of the Company since the
Company's inception in 1982. Mr. Hotze became Chairman of the Board in 1989.
He began his career in the restaurant business in 1965 as an employee of Pizza
Hut, Inc., where he held various management positions including Corporate
Director of Training. In 1972, he joined Pizza Corporation of America as
Regional Vice President. In 1975, he joined Maverick Development Corporation
("MDC") which managed sixteen Pizza Hut restaurants in Massachusetts and South
Carolina and served as its President until October of 1983. Mr. Hotze is also a
Director of Texas Pizza Corporation, a privately held company which owns and
operates Pizza Hut restaurants. Mr. Hotze received a Bachelor's Degree in
Business Administration from Wichita State University in 1970.
ALAN L. BUNDY has been Executive Vice President and a director of the
Company since the acquisition by the Company of the Amarillo Mesquite Grill
restaurant chain in June 1996. Mr. Bundy founded Amarillo Mesquite Grill
restaurant in 1982 and established four restaurants by the time these
restaurants were sold to the Company. Mr. Bundy is in charge of overseeing the
management and further development of the Amarillo Mesquite Grill restaurant
chain.
LINN F. HOHL has been Vice President of Finance, Treasurer and Assistant
Secretary of the Company since the Company's inception in 1982, a Director since
1986 and Secretary of the Company since 1992. Mr. Hohl was employed as a
Certified Public Accountant by KPMG Peat Marwick LLP, from 1962 to 1972. In
1972, he joined Pizza Corporation of America as Assistant Controller. From 1975
to 1981, Mr. Hohl served as a personal accountant for Mr. C. Howard Wilkins, Jr.
and was an
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<PAGE>
officer and director in several different corporations in which Mr.
Wilkins was involved. From 1981 to 1983, he also served as Treasurer of MDC.
Mr. Hohl received his Bachelor's Degree in Business Administration from Wichita
State University in 1962.
C. HOWARD WILKINS, JR. has most recently served on the Board of Directors
since May 1994. Mr. Wilkins founded the Company in 1982 and served as Chairman
of the Board until 1989 when he resigned in order to become Ambassador to the
Netherlands. Mr. Wilkins served as Ambassador to the Netherlands until 1992.
Mr. Wilkins was the founder, President and Chairman of the Board of Pizza
Corporation of America, a publicly held company traded on the American Stock
Exchange and the largest Pizza Hut franchisee with 270 restaurants, until 1975
when Pizza Corporation of America merged with Pizza Hut, Inc. Mr. Wilkins'
private investments include Pizza Hut restaurants located in Texas and New
Mexico and several other specialty restaurants. Mr. Wilkins is a stockholder
and a member of the Board of Directors of U.S. Filter Corporation, a public
company involved in comprehensive water treatment solutions. Mr. Wilkins
received his Bachelor's Degree from Yale University in 1960.
No family relationships exist between or among the directors or officers of
the Company.
THE BOARD HAS UNANIMOUSLY APPROVED THE ABOVE-NAMED NOMINEES FOR DIRECTOR
AND RECOMMENDS A VOTE "FOR" THEIR ELECTION.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued during
the fiscal years ended January 25, 1998, January 26, 1997 and January 28, 1996
to the Company's Chief Executive Officer and the highest paid executive officers
of the Company whose annual cash compensation exceeds $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------
Name and Principal Position Fiscal Year Salary Bonus
- --------------------------- ----------- ------ -----
<S> <C> <C> <C>
Chris F. Hotze 1998 $9,000(1) $ -
President and Chairman of 1997 9,000(1) -
the Board 1996 9,000(1) -
Alan Bundy
Executive Vice President 1998 $129,425 $10,000
1997 74,635(2) 5,000
1996 - -
Andres Mouland
Vice President of Operations 1998 $96,762(3) $10,000
1997 97,418 10,000
1996 97,116 10,000
Linn F. Hohl
Vice President of Finance 1998 $90,462 $10,000
1997 90,837 10,000
1996 90,543 10,000
</TABLE>
- --------------------------
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<PAGE>
(1) Paid by a corporation owned by C. Howard Wilkins, Jr., a director and the
majority stockholder of the Company. Mr. Hotze did not devote his full
time to the Company during the time periods indicated and this amount
represents the value of his services rendered to the Company.
(2) Mr. Bundy became employed by the Company on June 17, 1996.
(3) Mr. Mouland will no longer serve as an executive officer of the Company
commencing on May 29, 1998.
OPTION GRANTS IN FISCAL YEAR 1998
During the fiscal year ended January 25, 1998, the Company did not grant
stock options to the executive officers named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998
The following table sets forth, for the executive officers named in the
Summary Compensation Table, information concerning each exercise of stock
options during the fiscal year ended January 25, 1998 and the value of
unexercised stock options at January 25, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options at
Acquired at January 25, 1998 January 25, 1998
on Value Exercisable(E)/ Exercisable/
Name Exercise Realized(1) Unexercisable(U) Unexercisable(2)
- ---- -------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
Chris F. Hotze
President and Chairman of -- -- 55,000E/ $126,600E/
the Board 0 U 0 U
Alan L. Bundy
Executive Vice President 10,000 $16,850 135,975E/ $67,988E/
145,975U $72,988U/
Andres Mouland
Vice President of Operations -- -- 45,000E/ $104,400E/
0 U 0 U
Linn F. Hohl
Vice President of Finance -- -- 42,000E/ $97,740E/
0 U 0 U
</TABLE>
- --------------------------
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<PAGE>
(1) Value realized is the difference between the market price of the underlying
common stock on the exercise date and the exercise price.
(2) Values have been computed based on the average of the bid and ask price of
the Company's common stock on January 23, 1998 of $2.69 per share.
DIRECTORS' FEES
Each member of the Board of Directors, other than those who are employees
of the Company, is entitled to receive $500 for each meeting he attends, plus
reimbursement for expenses incurred in connection with his attendance at such
meeting.
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended January 25, 1998, the Board of Directors held
one meeting and acted by unanimous written consent to action two times. All
directors attended this board meeting.
COMMITTEES
The Company has no Executive, Audit, Compensation or Nominating Committees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 24, 1997, the Company sold all of its assets used in the operation
of eight Grandy's restaurants to Red Apple Corporation for the amount of
$435,000. Red Apple Corporation is substantially owned by Chris F. Hotze, Linn
F. Hohl, Andres Mouland and C. Howard Wilkins, Jr., all of whom are officers
and/or directors of the Company. The restaurants were sold so that the Company
could focus on the development of the Amarillo Mesquite Grill restaurant chain.
The computation of the sales price was based on three times store level cash
flow. Management believes that the sales price represents the fair value of the
assets sold. Red Apple Corporation will pay a $1,000 per month per restaurant
management fee to the Company for services rendered by the Company for
management of these restaurants.
On September 11, 1997, the Company, along with C. Howard Wilkins, a
director of the Company, Robert A. Geist, a greater than 10% stockholder of the
Company through his ownership in Starwood Investments, L.P., and two other
existing stockholders of the Company, formed AMG, Inc., a Kansas corporation.
AMG, Inc. was formed for the sole purpose of constructing and operating Amarillo
Mesquite Grill restaurants in the cities of Muskogee, Oklahoma, Wichita, Kansas
and Manhattan, Kansas. The Company received 48% of the common stock of AMG,
Inc. and entered into a verbal management agreement to manage the construction
and operation of these restaurants. The Company received a total management fee
of $102,980 for its services. On February 23, 1998, the Company entered into an
agreement
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<PAGE>
with the current stockholders of AMG, Inc. to purchase such stockholders' 52%
interest in AMG, Inc. for an aggregate purchase price of 450,000 restricted
shares of the Company's common stock. Pursuant to this transaction, Mr.
Wilkins and his affiliated entities received 216,000 shares of the Company's
stock, Mr. Geist received 216,000 shares of stock, Tom Devlin received 9,000
shares of stock and Andres Mouland received 9,000 shares of stock. This
transaction resulted in AMG, Inc. becoming a wholly owned subsidiary of the
Company.
The Company believes that the terms of the transactions described above
are no less favorable to the Company then the Company could have obtained
from non-affiliated parties. In the future, all transactions between the
Company and its affiliated entities, executive officers, directors or
stockholders will be on terms which will continue to be no less favorable to
the Company than the Company could obtain from non-affiliated parties.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% shareholders are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5 was required, the Company
believes that during the fiscal year ended January 25, 1998, all officers,
directors and greater than 10% beneficial owners complied with all Section 16(a)
filing requirements except Alan L. Bundy who failed to timely file one report
which would have reported two transactions. Mr. Bundy has subsequently reported
these transactions on a Form 5.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP as the Company's
independent auditors for the ensuing fiscal year. KPMG Peat Marwick LLP has
served as the Company's independent auditors since its inception. A
representative of KPMG Peat Marwick LLP is expected to be present at the Annual
Meeting to answer appropriate questions, but does not intend to make a
statement.
VOTE REQUIRED
The four nominees for election as directors at the Annual Meeting of
Stockholders who receive the greatest number of votes cast for the election of
directors at that meeting by the
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<PAGE>
holders of the Company's common stock, a quorum being present, shall become
directors at the conclusion of the tabulation of votes.
Under Kansas Law and the Company's Articles of Incorporation and By-laws,
the aggregate number of votes entitled to be cast by all stockholders present in
person or represented by proxy at the meeting, whether those stockholders vote
"for", "against" or abstain from voting, will be counted for purposes of
determining the minimum number of affirmative votes required for approval of
other proposals presented at the meeting, and the total number of votes cast
"for" a matter will be counted for purposes of determining whether sufficient
affirmative votes have been cast. An abstention from voting on a matter by a
stockholder present in person or represented by proxy at the meeting has the
same legal effect as a vote "against" the matter even though the stockholder or
interested parties analyzing the results of the voting may interpret such a vote
differently.
MANNER IN WHICH THE PROXIES
WILL BE VOTED
The Company proposes to vote management proxies and all unmarked proxies
for the election of each of the four nominees to the Board, each to hold office
until the next annual meeting and until his successor is elected and has
qualified. In the event that any nominee is not available to serve as a
director at the time of election, which the Company has no reason to anticipate,
proxies may be voted for such substitute nominee as the Company may propose.
The Board knows of no other matter to be presented at the meeting.
However, if any other matter properly comes before the meeting, the persons
named in the proxy form enclosed will vote in accordance with their judgment
upon such matters. Stockholders who do not expect to attend in person are urged
to execute and return the enclosed form of proxy. Moreover, it is important
that the proxies be returned promptly.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders to be presented at the Company's 1999 annual
meeting must be received by the Company's executive office no later than
December 15, 1998 for inclusion in the Proxy Statement.
By Order of the Board of Directors
Linn F. Hohl, Secretary
Wichita, Kansas
April 29, 1998
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<PAGE>
AMARILLO MESQUITE GRILL, INC.
302 NORTH ROCK ROAD, SUITE 200 PROXY
P.O. BOX 2817 THIS PROXY IS SOLICITED ON
WICHITA, KANSAS 67201 BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Chris F. Hotze and Linn F. Hohl as Proxies, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of common stock of
Amarillo Mesquite Grill, Inc., as held of record by the undersigned on April 29,
1998, at the annual meeting of stockholders to be held on May 29, 1998, or any
adjournment thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below
below)
Chris F. Hotze, Linn F. Hohl, C. Howard Wilkins, Jr., Alan L. Bundy
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
________________________________________________________________________________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
</TABLE>
(Continued on other side)
<PAGE>
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
Please sign exactly as name appears
below. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: ________________, 1998
Signature ______________________________
________________________________________
Signature, if held jointly
Please mark, sign, date and return this proxy promptly by using the
enclosed envelope.
