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 Exchange Act
Rule 0-11(a)(2) and identify the following 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 28, 1999
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 28th day of May 1999, 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 31, 1999 will have
been mailed to all stockholders of record at the close of business on April 28,
1999.
The stock transfer books of the Company will not be closed, but only
stockholders of record at the close of business on April 28, 1999 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 28, 1999
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, 1999
__________
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 28, 1999
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 7,783,895 shares of common stock,
par value $0.01 per share, as of April 28, 1999, 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, 1999 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 390,317 (2) 5.3%
Linn F. Hohl 197,427 2.6%
Alan L. Bundy 1,027,910 (3) 13.0%
C. Howard Wilkins, Jr. 2,013,165 (4) 25.5%
All officers and directors
as a group (four persons) 3,643,819 (5) 44.6%
Starwood Investments, L.P.
1313 North Webb Road
Wichita, KS 67206 1,821,607 (6) 23.1%
___________________________
</TABLE>
(1) The business address of all officers and directors is 302 North Rock Road,
Suite 200, Wichita, Kansas 67206.
(2) Includes 34,000 shares owned by Mr. Hotze's minor children.
(3) Includes 20,200 shares owned by Mr. Bundy's minor children and 281,950
shares subject to stock options which are fully vested and exercisable.
(4) Includes 250,000 shares subject to stock options which are fully vested
and exercisable.
(5) Includes 531,950 shares subject to stock options which are fully vested
and exercisable.
(6) 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.
<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 1999 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 2000.
<TABLE>
<CAPTION>
Name Age Position(s) Year Became
Director
<S> <C> <C> <C>
Chris F. Hotze 52 Chairman of the Board, 1982
President and Director
Alan L. Bundy 42 Executive Vice President and Director 1996
Linn F. Hohl 59 Vice President of Finance, Secretary, 1982
Treasurer and Director
C. Howard Wilkins, Jr. 61 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.
<PAGE>
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 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 31, 1999, January 25, 1998 and
January 26, 1997 to the Company's Chief Executive Officer and the highest
paid executive officers of the Company whose annual cash compensation
exceeds $100,000.
<TABLE>
Summary Compensation Table
Annual Compensation
<CAPTION>
Name and Principal Position Fiscal Year Salary Bonus
<S> <C> <C> <C>
Chris F. Hotze 1999 $ 9,000(1) $ --
President and Chairman 1998 9,000(1) --
of the Board 1997 9,000(1) --
Alan Bundy
Executive Vice President 1999 $135,356 $10,000
1998 129,425 10,000
1997 74,635(2) 5,000
Linn F. Hohl
Vice President of Finance 1999 $ 92,574 $10,000
1998 90,462 10,000
1997 90,837 10,000
__________________________
</TABLE>
<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.
Option Grants in Fiscal Year 1999
During the fiscal year ended January 31, 1999, the Company did not grant
stock options to the executive officers named in the Summary
Compensation Table.
Aggregated Option Exercises in Fiscal Year 1999
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 31, 1999 and the value of
unexercised stock options at January 31, 1999.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options at
Acquired at January 31, 1999 January 31, 1999
on Value Exercisable (E)/ Exercisable/
Name Exercise Realized(1) Unexercisable (U) Unexercisable(2)
<S> <C> <C> <C> <C>
Chris F. Hotze 30,000 $112,500 25,000 E/ $29,500 E/
President and $0 U $0 U
Chairman of
the Board
Alan L. Bundy -- -- 281,950 E/ $0 E/
Executive Vice $0 U $0 U
President
Linn F. Hohl 17,000 $ 63,750 25,000 E/ $29,500 E/
Vice President $0 U $0 U
of Finance
</TABLE>
(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 29, 1999 of $1.47 per share.
<PAGE>
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 31, 1999, the Board of Directors held
one meeting and acted by unanimous written consent four times. All directors
attended this board meeting.
COMMITTEES
The Company has no Executive, Audit, Compensation or Nominating Committees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 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 which was merged into the
Company on September 21, 1998.
The Company provides certain management and accounting services for Red
Apple Corporation. Three of the five stockholders of Red Apple Corporation,
Chris F. Hotze, Linn F. Hohl and C. Howard Wilkins, Jr., are officers and
directors of the Company. On March 24, 1997, Red Apple Corporation purchased
from the Company all of the assets used in the operation of eight Grandy's
restaurants. Red Apple Corporation pays to the Company a fee of $10,000 per
month for the services rendered by the Company for management of these
restaurants.
<PAGE>
On May 12, 1998, Chris F. Hotze, President of the Company, loaned to
the Company $250,000 pursuant to an unsecured promissory note. The
proceeds from this note were used to pay costs for the construction of new
restaurants. The terms of this note required the Company to make payment
in full of the principal plus interest at the rate of 10% per annum upon
demand or on January 1, 1999. On January 1, 1999, the Company renewed
this promissory note under the same terms as the previous note and
extended the payment term until January 1, 2000 or upon demand.
The Company believes that the terms of the transactions described
above are no less favorable to the Company than 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 31, 1999, all
officers, directors and greater than 10% beneficial owners complied with
all Section 16(a) filing requirements.
RELATIONSHIP WITH INDEPENDENT AUDITORS
On November 12, 1998, the Company notified KPMG LLP ("KPMG") that it
was dismissing such firm as its independent accountant effective
immediately. This dismissal was approved by the Company's Board of
Directors. During the fiscal years ended January 25, 1998 and January 26,
1997 and through the date of dismissal, there were no disagreements with
KPMG on any matter of accounting principles or practices, financial
statement disclosure or audit scope or procedure which disagreement, if
not resolved to the satisfaction of KPMG, would have caused it to make
reference to the subject matter of such disagreement in connection with
its report. The accountant's report for the fiscal years ended January 25,
1998 and January 26, 1997 did not contain an adverse opinion or a
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope, or accounting principles.
<PAGE>
On November 20, 1998, the Company received notice that Allen, Gibbs
& Houlik, L.C. had accepted the Company's offer to serve as its
independent accountant effective for the audit for the year ended January 31,
1999. During the fiscal years ended January 25, 1998 and January 26,
1997 and through the date of the engagement of such accounting firm, the
Company did not consult Allen, Gibbs & Houlik, L.C. regarding (i) either:
the application of accounting principles to a specific transaction, either
completed or proposed; or the type of audit opinion that might be rendered
on the Company's financial statements that the Company considered in
reaching a decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a disagreement or
a reportable event as required by the Securities Exchange Act of 1934.
The Board of Directors has selected Allen, Gibbs & Houlik, L.C. as
the Company's independent auditors for the ensuing fiscal year. Allen,
Gibbs & Houlik, L.C. has served as the Company's independent auditors
since November 20, 1998. A representative of Allen, Gibbs & Houlik, L.C.
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 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.
<PAGE>
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders to be presented at the Company's 2000 annual
meeting must be received by the Company's executive office no later than
December 15, 1999 for inclusion in the Proxy Statement.
By Order of the Board of Directors
Linn F. Hohl, Secretary
Wichita, Kansas
April 28, 1999
<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 28, 1999, at the annual meeting of stockholders to be held on
May 28, 1999, or any adjournment thereof.
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote
for all nominees listed 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.
(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: ________________, 1999
Signature ______________________________
________________________________________
Signature, if held jointly
Please mark, sign, date and return this proxy promptly by using
the enclosed envelope.
