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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
SCIOTO DOWNS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(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 filing 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: ...........................................................
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<PAGE> 2
SCIOTO DOWNS, INC.
6000 SOUTH HIGH STREET COLUMBUS, OHIO
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
To the Shareholders of
Scioto Downs, Inc.:
Notice is hereby given that the annual meeting of the shareholders of Scioto
Downs, Inc. will be held in the Clubhouse at Scioto Downs, 6000 South High
Street, Columbus, Ohio, on Wednesday, February 25, 1998, at 2:00 P.M. (E.S.T.).
The meeting is being held for the following purposes, all of which are more
completely set forth in the accompanying Proxy Statement:
(1) To elect three directors, each for a term of three (3) years.
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The board has fixed December 29, 1997 as the record date for the
determination of shareholders entitled to notice of and to vote at the annual
meeting, or any adjournments thereof.
If you do not expect to be present in person, there is enclosed herewith for
your use a proxy which you are requested to sign, date and return promptly in
the enclosed self-addressed, stamped envelope.
Very truly yours,
RODERICK H. WILLCOX
Secretary
Dated: February 5, 1998
Columbus, Ohio
<PAGE> 3
SCIOTO DOWNS, INC.
6000 SOUTH HIGH STREET
COLUMBUS, OHIO 43207
PROXY STATEMENT
The enclosed proxy is solicited by the board of directors of Scioto Downs,
Inc. at the cost of the corporation for use at the annual meeting of the
shareholders of the corporation to be held on Wednesday, February 25, 1998, or
any adjournments thereof. This proxy statement is dated February 5, 1998, the
intended date of mailing.
Without affecting any vote previously taken, the proxy may be revoked by a
shareholder at any time before it is voted by delivering to the corporation a
later-dated proxy or by giving notice of revocation to the corporation in
writing or in open meeting. All proxies which are signed, dated and received
prior to the meeting and not revoked will be voted as specified thereon or, in
the absence of specific instructions to the contrary, will be voted FOR the
election as directors of the nominees listed below under "ELECTION OF
DIRECTORS".
As used herein, the term "corporation" means Scioto Downs, Inc.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING RIGHTS
The total number of outstanding voting securities of the corporation
entitled to vote at the annual meeting is 595,767 common shares. Each
shareholder is entitled to one (1) vote for each common share held of record on
the 29th day of December, 1997. There are no cumulative voting rights in the
election of directors. There are no rights of appraisal or similar rights of
dissenting shareholders with regard to the election of directors.
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<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth those persons or entities known to the
corporation to be the beneficial owners of more than five percent (5%) of the
outstanding voting securities of the corporation on December 29, 1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
TITLE OF NAME AND ADDRESS OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
--------- ------------------------ -------------- -----------
<S> <C> <C> <C>
Common LaVerne A. Hill (1)...................... 201,239 33.8%
4814 Riverside Drive
Columbus, Ohio 43220
Common Bud C. Hatfield.......................... 127,076 21.3%
4000 West Broad Street
Columbus, Ohio 43228
Common Mid-America Racing....................... 63,420 10.7%
Association, Inc. (1)
6000 South High Street
Columbus, Ohio 43207
</TABLE>
(1) LaVerne A. Hill owns 137,819 shares of the corporation directly,
constituting 23.1% of the outstanding voting securities. LaVerne A. Hill is
also a majority shareholder of Mid-America Racing Association, Inc., which
owns 63,420 shares of the corporation, constituting 10.7% of the
outstanding voting securities. LaVerne A. Hill therefore beneficially owns
201,239 shares which represents 33.8% of the outstanding voting securities.
The shares owned by Mid-America Racing Association, Inc. as shown above are
also included in the number of shares beneficially owned by LaVerne A.
Hill. See also footnote (3) under ELECTION OF DIRECTORS.
SECURITY OWNERSHIP OF MANAGEMENT
For further information, see footnotes under ELECTION OF DIRECTORS.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
TITLE OF NAME AND ADDRESS OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
--------- ------------------------ -------------- -----------
<S> <C> <C> <C>
Common LaVerne A. Hill ......................... 201,239 33.80%
4814 Riverside Drive
Columbus, Ohio 43220
Common Robert S. Steele......................... 6,267 1.05
2607 Geyerwood Court
Grove City OH43123
Common John J. Chester....................... 3,979 .66
4906 Riverside Drive
Columbus OH 43220
Common Russel G. Means.......................... 100 .01
5711 Barry Trace
Dublin OH 43017
Common Delmer L. Bone........................... 9,000 1.50
208 North King
Xenia OH 45385
Common John F. Fissell.......................... 3,242 .54
565 Lawnwood Court
Circleville OH 43113
Common William C. Heer.......................... 9,265 1.55
124 Ashbourne
Columbus OH 43209
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Common Robert R. Schwartz....................... 181 .03
4004 State Route 238 N.E.
Bloomingburg OH 43106
</TABLE>
CHANGES IN CONTROL
No arrangements are known to the corporation the operation of which may at a
subsequent date result in a change in control of the corporation.
ELECTION OF DIRECTORS
The board of directors has designated the nominees listed below for election
as directors of the corporation for terms expiring in 2001. All of the nominees
are presently directors of the corporation and have been previously elected by
the shareholders. John B. Gerlach died in January of 1997 and Robert R. Schwartz
has been elected by the Board to serve as a director for Mr. Gerlach's unexpired
term. Dr. Paul A. Soldner died in September of 1997 and that vacancy has not yet
been filled. The enclosed proxy will be voted as specified thereon, or if no
instructions are given to the contrary, FOR the nominees; however, the persons
designated as proxies reserve full discretion to cast votes for other persons in
the event the nominee who would otherwise receive the votes is unable to serve.
The board of directors has no reason to believe that any of the nominees will be
unable to serve.
Under Ohio law and the corporation's Code of Regulations, the three nominees
receiving the greatest number of votes will be elected as directors. Votes will
be tabulated by Inspectors of Election appointed at the annual meeting.
Abstentions are tabulated but not counted in total of votes "for" a nominee.
The following table sets forth the nominees for election to the board of
directors, the directors of the corporation whose terms in office will continue,
and certain information, as of December 29, 1997, with respect to each nominee
and director and all directors and executive officers as a group.
<TABLE>
<CAPTION>
DIRECTOR POSITIONS WITH CORPORATION COMMON SHARES
CONTINUOUSLY AND BUSINESS EXPERIENCE BENEFICIALLY
NAME AND AGE SINCE DURING PAST FIVE YEARS OWNED (1)
- -------------- ----------- --------------------------- -------------
NOMINEES - TERMS TO EXPIRE IN 2001
<S> <C> <C> <C>
John J. Chester, 77 1976 Director, Scioto Downs, Inc.; 3,979 (3)(6)
Partner in law firm of Chester,
Willcox & Saxbe LLP.
Russel G. Means, 71 1988 Director, Scioto Downs, Inc.; 100
Retired Employee and Former
Chairman of Board, Employee
Benefit Management Corp.
Delmer L. Bone, 67 1995 Director, Scioto Downs, Inc.; 9,000
Elected official - County
Commissioner, Greene County, Ohio;
Floral and beauty shop executive.
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1999
<S> <C> <C> <C>
John F. Fissell, 68 1986 Director, Scioto Downs, Inc.; 3,242
Consultant, Sturm & Dillard.
William C. Heer, 76 1952 Director and Treasurer, Scioto 9,265 (3)(5)
Downs, Inc.; Vice President,
National Graphics; Director and
Treasurer, Mid-America Racing
Association, Inc.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2000
LaVerne A. Hill, 74 1985 Director and Vice-President, 201,239 (2)(3)
Scioto Downs, Inc.; President and
Director, Mid-America Racing
Association, Inc.
Robert S. Steele, 78 1974 Director, President and Chief 6,267 (3)(4)
Operating Officer, Scioto Downs,
Inc.; Vice-President and Director,
Mid-America Racing Association,
Inc.
Robert R. Schwartz, 50 1997 Director, Scioto Downs, Inc.; 181
Doctor of Veterinary Medicine
All executive officers and directors as a group (9 people)................................233,373 (7)
</TABLE>
- ----------------------------------
(1) All amounts are as of December 29, 1997. Unless otherwise indicated,
each named person has sole investment power over the listed shares, or shares
such power with his spouse. LaVerne A. Hill (33.8%), Delmer L. Bone (1.5%),
William C. Heer (1.5%) and Robert S. Steele (1.05%) are the only directors,
nominees or executive officers with beneficial ownership of more than 1% of the
corporation's outstanding common shares.
(2) See footnote (1) under "Security Ownership of Certain Beneficial
Owners".
(3) LaVerne A. Hill, John J. Chester, Robert S. Steele and William C. Heer
own all of the outstanding shares of Mid-America Racing Association, Inc.
Mid-America Racing Association, Inc. owns 63,420 shares of the corporation.
LaVerne A. Hill is a majority shareholder, President and director of Mid-America
Racing Association, Inc. Mr. Heer is Treasurer and a director of Mid-America
Racing Association, Inc. Mr. Steele is Vice-President and a director of
Mid-America Racing Association, Inc. John J. Chester is a director of
Mid-America Racing Association, Inc. There is in effect a lease of its premises
from the corporation to Mid-America Racing Association, Inc. for the conducting
of a harness race meeting. This race meeting has traditionally been held
following the conclusion of the race meeting conducted by the corporation. The
term of the lease is for twenty-five years, commencing January 1, 1988. The
remuneration therefrom is determined on the basis of a percentage of the mutual
handle plus the sharing of certain expenses. During the fiscal year ending
October 31, 1997, $353,442 plus $143,369 in shared expenses was received by the
corporation pursuant to this lease. In addition, Mid-America Racing Association,
Inc. paid $7,200 to the corporation for office rental. Improvements have been
made by the corporation, at its expense, to the racing facilities owned by it
located at 6000 South High Street. Under the applicable provisions of the Ohio
racing law, improvements that meet certain standards may be approved as
qualifying for tax abatement. Up to seventy percent (70%) of the cost of
approved improvements may be recovered through this tax abatement program which
is based on a reduction in parimutuel taxes. During the fiscal year ending
October 31, 1997, Mid-America Racing Association, Inc. retained $128,486 as a
result of the tax abatement program, which funds were returned to the
corporation at whose expense the improvements were made. In addition,
Mid-America Racing Association, Inc. paid the corporation $76,268 in 1997 which
represents two (2) monthly payments on the loan carried by the corporation with
National City Bank to finance the clubhouse remodeling and forty-seven percent
(47%) of the payments due on the loan for simulcasting equipment.
(4) Robert S. Steele and his wife jointly own 2582 shares of record and
exercise voting and investment powers as to these shares. Robert S. Steele holds
37 shares as custodian for his son and exercises voting and investment powers as
to these shares.
(5) William C. Heer's wife owns 1000 shares of record and exercises voting
and investment powers as to these shares. Mr. Heer is Vice President of National
Graphics Corporation which did printing
5
<PAGE> 7
business with the corporation in 1997 in the amount of $76,747. Mr. Heer has no
ownership interest in National Graphics Corporation.
(6) John J. Chester is a partner in the law firm of Chester, Willcox &
Saxbe, LLP which has been retained as legal counsel for the corporation during
the last fiscal year and which is legal counsel for the corporation during the
current fiscal year.
(7) See Notes 1 - 5 above. These 233,373 shares represent 39.2% of the
corporation's outstanding common shares and include 100 shares owned by Roderick
H. Willcox, secretary of the corporation.
None of the directors or nominees are also directors of companies with a
class of equity securities registered pursuant to the Securities Exchange Act of
1934, or otherwise subject to its periodic reporting requirements.
No family relationships exist among the directors and nominees.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the knowledge of the corporation all reports required to be filed
pursuant to Section 16(a) of the Securities Exchange Act of 1934 have been
filed, except that a Form 4 reflecting the purchase of 100 shares by Mid-America
Racing Association, Inc. was not timely filed by LaVerne A. Hill. The purchase
was reflected in a Form 5 filing.
COMPENSATION OF DIRECTORS
Each director receives $300 for each board meeting attended as compensation
for their services as a director. In addition, a director is compensated for
travel expenses to a board meeting at the rate of 25 cents per mile for all
mileage traveled inside the State of Ohio, but outside of Franklin County.
Directors who are members of a committee receive $300 for each committee meeting
attended by that director.
COMMITTEES OF DIRECTORS
The board of directors has an audit committee which consisted of John B.
Gerlach, Russel G. Means and William C. Heer. The audit committee met once in
January of 1997 at which time the committee members reviewed Form 10K to be
filed with the Securities and Exchange Commission. In addition, the committee
reviewed the corporation's management system and the scope of the work performed
by the corporation's auditors with representatives of Coopers & Lybrand L.L.P.
The board has a compensation committee consisting of Delmer L. Bone, Paul A.
Soldner and John J. Chester. This committee met once during 1997. The function
of this committee is to review the compensation of executive officers and report
their findings and recommendations to the full board.
The board does not have a nominating committee.
During the last fiscal year ending October 31, 1997, there were seven
meetings of the board of directors. All directors attended at least 75% of the
aggregate of (1) the total number of meetings of the board, and (2) the total
number of meetings held by all committees of the board on which he or she
served, except Russel G. Means and Paul A. Soldner.
6
<PAGE> 8
EXECUTIVE OFFICERS
The following information relates to the present executive officers of the
corporation.
<TABLE>
<CAPTION>
NAME AND AGE OFFICE BUSINESS EXPERIENCE - FIVE YEARS
- ------------- ----- -------------------------------
<S> <C> <C>
Robert S. Steele, 78 President and Chief Operating President and Chief Operating Officer,
Officer since 1989. Scioto Downs Inc.; Vice-President and
Director, Mid-America Racing Association, Inc.
LaVerne A. Hill, 74 Vice-President since 1992. Vice-President Scioto Downs, Inc.;
President and Director, Mid-America
Racing Association, Inc.
William C. Heer, 76 Treasurer since 1959. Vice-President National Graphics;
Treasurer, Scioto Downs, Inc.; Director
and Treasurer, Mid-America Racing
Association, Inc.
Roderick H. Willcox, 64 Secretary since 1974. Partner in law firm of Chester,
Willcox & Saxbe, LLP, counsel for
Scioto Downs, Inc.
</TABLE>
No family relationships exist among the Executive Officers.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth information for the fiscal years ended
October 31, 1997, 1996 and 1995 as to cash compensation paid by the corporation,
as well as certain other compensation paid or accrued for those years, to the
corporation's chief executive officer or person serving in that capacity.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
|--------------------|--------|
Annual Compensation | Awards |Payouts |
------------------------------|--------------------|--------|
| | |
(a) (b) (c) (d) (e) | (f) (g) | (h) | (i)
| | | All Other
Other | | | Compensation
Annual |Restricted | | ($)(1)
Name and Compen- | Stock | LTIP | Total
Principal sation | Awards Options |Payouts |Matching Pension
Position Year Salary($) Bonus($) ($) | ($) SARs (#) | ($) | 401K Received
- -------------------------------------------------------------|--------------------|--------|-----------------
<S> <C> <C> <C> <C> | <C> <C> | <C> | <C> <C>
Robert S. Steele, 10/31/97 57,500 12,500 -0- | -0- -0- | -0- | 1,725 24,872
President and 10/31/96 57,500 -0- -0- | -0- -0- | -0- | 1,725 24,872
Chief Operating 10/31/95 57,500 -0- -0- | -0- -0- | -0- | 1,725 24,872
Officer
</TABLE>
1 One-half of this pension distribution is attributable to Scioto Downs, Inc.
and one-half to Mid-America Racing Association, Inc.
7
<PAGE> 9
LEGAL PROCEEDINGS
To the corporation's knowledge, there are no material pending legal
proceedings to which any director, officer or affiliate of the corporation, any
owner of record or beneficially of more than five percent of the voting
securities of the corporation, or any associate of any such director, officer or
security holder is a party adverse to the corporation or has a material interest
adverse to the corporation.
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P. with offices at 100 East Broad Street, Columbus,
Ohio, are the independent public accountants for the corporation. They are
selected by the board of directors. It is expected that representatives of
Coopers & Lybrand L.L.P. will be present at the shareholders' meeting and will
be given an opportunity to make a statement and to respond to appropriate
questions.
The corporation's financial statements for the previous fiscal year were
audited by Coopers & Lybrand L.L.P. In addition Coopers & Lybrand L.L.P. also
reviewed the corporation's annual and quarterly reports filed with the
Securities and Exchange Commission.
FINANCIAL INFORMATION
The financial information contained in the 1997 annual report of the
corporation audited by Coopers & Lybrand L.L.P. is incorporated herein by
reference.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next annual
meeting of the corporation must be received by the corporation for inclusion in
the proxy statement and proxy relating to that meeting no later than September
18, 1998.
OTHER MATTERS
Management knows of no other business which may be brought before the
forthcoming annual meeting of shareholders. However, if any other matter shall
properly come before the meeting, it is the intention of the persons named in
the enclosed form of proxy to vote such proxy in accordance with their best
judgment on such matters.
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, PLEASE EXECUTE THE ENCLOSED
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED WITHIN THE UNITED STATES. EXECUTORS, ADMINISTRATORS, TRUSTEES, AND OTHER
FIDUCIARIES SHOULD SO INDICATE WHEN SIGNING THE PROXY. IF STOCK IS OWNED BY MORE
THAN ONE PERSON, SIGNATURES OF ALL OWNERS ARE NECESSARY.
IT IS IMPORTANT TO RETURN THE ENCLOSED PROXY IMMEDIATELY SO THAT YOUR
CORPORATION MAY BE MANAGED PROPERLY.
By order of the Board of Directors.
RODERICK H. WILLCOX
Secretary
Dated: February 5, 1998
Columbus, Ohio
8
<PAGE> 10
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
6000 SOUTH HIGH STREET SCIOTO DOWNS, INC. COLUMBUS, OHIO
------------------
The undersigned hereby appoints John F. Fissell, William C. Heer, and LaVerne A.
Hill, and each of them, as proxies, with full powers of substitution, and hereby
authorizes them to represent and to vote all of the shares of Scioto Downs, Inc.
standing in the name of the undersigned at the annual meeting of shareholders of
said company to be held in the Clubhouse at Scioto Downs, 6000 South High
Street, Columbus, Ohio, on February 25, 1998, at 2:00 P.M., or at any
adjournment thereof, as designated below. A majority of said attorneys and
proxies who shall be present at the meeting (or if only one be present and act,
then that one) shall have and exercise all the powers hereunder.
1. ELECTION OF DIRECTORS WITHHOLD AUTHORITY
For all nominees listed below [ ] to vote for all nominees
(except as marked to the listed below [ ]
contrary below)
Terms ending in 2001: Delmer L. Bone, John J. Chester and Russel G. Means.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S
NAME IN THE SPACE PROVIDED BELOW
- --------------------------------------------------------------------------------
(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)
<PAGE> 11
2. Upon such other business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF AUTHORITY TO
VOTE FOR ANY NOMINEE IS NOT WITHHELD, THE PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEE.
Dated____________________________________ , 1998
Shareholder's Signature
------------------------------------
------------------------------------
Executors, Administrators, Trustees,
Guardians and persons signing under
powers of attorney should indicate
their respective capacity. If shares
are held jointly, each holder should
sign.
PLEASE SIGN, DATE AND MAIL PROMPTLY
