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:
______________________________________________________________
<PAGE>
/ / 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 or 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 26, 2000
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 26th day of May 2000, 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 30, 2000 will have
been mailed to all stockholders of record at the close of business on
April 26, 2000.
The stock transfer books of the Company will not be closed, but only
stockholders of record at the close of business on April 26, 2000 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 28, 2000
__________
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 2000
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 8,241,095 shares of common stock,
par value $0.01 per share, as of April 26, 2000, 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, 2000 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 389,317 (2) 4.7%
Linn F. Hohl 197,427 2.4%
Alan L. Bundy 1,021,910 (3) 11.9%
C. Howard Wilkins, Jr. 2,185,579 (4) 25.6%
All officers and directors
as a group (four persons) 3,794,233 (5) 43.0%
Starwood Investments, L.P.
1313 North Webb Road
Wichita, KS 67206 1,994,021 (6) 23.3%
Thomas R. Devlin
P.O. Box 782170
Wichita, KS 67278 533,525 6.4%
___________________________
</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 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 2000
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 2001.
<TABLE>
<CAPTION>
Name Age Position(s) Year Became
Director
<S> <C> <C> <C>
Chris F. Hotze 53 Chairman of the Board,
President and Director 1982
Alan L. Bundy 43 Executive Vice President
and Director 1996
Linn F. Hohl 60 Vice President of Finance,
Secretary, Treasurer and
Director 1982
C. Howard Wilkins, Jr. 62 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 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 30, 2000, January 31, 1999 and
January 25, 1998 to the Company's Chief Executive Officer and the highest paid
executive officers of the Company whose annual cash compensation exceeds
$100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
Name and Principal Position Fiscal Year Salary Bonus
<S> <C> <C> <C>
Chris F. Hotze 2000 $ 9,000(1) $ --
President and Chairman of 1999 9,000(1) --
the Board 1998 9,000(1) --
Alan Bundy 2000 $136,855 $20,000
Executive Vice President 1999 135,367 10,000
1998 129,425 10,000
Linn F. Hohl 2000 $ 93,917 $10,000
Vice President of Finance 1999 92,574 10,000
1998 90,462 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.
Option Grants in Fiscal Year 2000
The following table sets forth, for the executive officers named in the
Summary Compensation Table, information concerning grants of stock options
during the fiscal year ended January 30, 2000.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Number of Percent of Total
Securities Options Granted
Underlying to Employees in Exercise Expiraton
Name Options Granted Fiscal Year Price Date
<S> <C> <C> <C> <C>
Chris F. Hotze
President and
Chairman of the
Board 25,000 9.2% $1.50 July 1, 2009
Alan L. Bundy
Executive Vice
President 25,000 9.2% $1.50 July 1, 2009
Linn F. Hohl
Vice President of
Finance 25,000 9.2% $1.50 July 1, 2009
</TABLE>
<PAGE>
Aggregated Option Exercises in Fiscal Year 2000
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 30, 2000 and the value of
unexercised stock options at January 30, 2000.
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 30, 2000 January 30, 2000
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 the
Board 25,000 $61,500 0E/25,000 U $0 E/$0 U
Alan L. Bundy
Executive Vice
President -- -- 281,950E/25,000 U $0 E/$0 U
Linn F. Hohl
Vice President
of Finance 25,000 $61,500 0E/25,000 U $0 E/$0 U
_______________
</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 28, 2000 of $.78 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.
<PAGE>
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended January 30, 2000, the Board of Directors held
one meeting and acted by unanimous written consent one time. All directors
attended this board meeting.
COMMITTEES
The Company has no Executive, Audit, Compensation or Nominating Committees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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. This payment date was extended to January
1, 2000. On January 3, 2000, the Company issued a replacement promissory
note for the principal amount of $224,000 under the same terms as the
previous note to be paid in full by January 3, 2001 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 except Mr. Bundy who filed one
report late which reported one transaction due to the failure of legal
counsel to timely prepare such report and Mr. Wilkins who filed one report
late which reported one transaction due to the absence from his office.
<PAGE>
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 year ended January 25, 1998 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 year ended January 25, 1998 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.
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 year ended January 25, 1998 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.
<PAGE>
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 2000 annual
meeting must be received by the Company's executive office no later than
December 15, 2000 for inclusion in the Proxy Statement.
By Order of the Board of Directors
Linn F. Hohl, Secretary
Wichita, Kansas
April 26, 2000
<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 26, 2000, at the annual meeting of stockholders to be held on
May 26, 2000, 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)
</TABLE>
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: ________________, 2000
Signature _________________________
___________________________________
Signature, if held jointly
Please mark, sign, date and return this proxy promptly
by using the enclosed envelope.
