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>
<CAPTION>
<S> <C>
[_] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[_] Definitive Additional Materials Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
(ss.)240.14a-11(c) or (ss.)240.14a-12
</TABLE>
Buckhead America Corporation
(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 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:
<PAGE>
Notice of Annual Meeting
and Proxy Statement
------------------------
BUCKHEAD AMERICA CORPORATION
------------------------
Annual meeting of Stockholders
May 25, 2000
<PAGE>
[LOGO]
7000 CENTRAL PARKWAY
SUITE 850
ATLANTA, GEORGIA 30328
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 2000
TO THE STOCKHOLDERS OF
BUCKHEAD AMERICA CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BUCKHEAD
AMERICA CORPORATION ("Buckhead") will be held at the Central Park Conference
Center, 7000 Central Parkway, Suite 354, Atlanta, Georgia 30328 on May 25, 2000
at 11:30 a.m. (E.D.T.), for the following purposes:
1. To elect seven directors to serve until the next annual meeting of
stockholders and until their successors are elected and have qualified.
2. To consider a proposal to approve Buckhead's 2000 Employee Stock Option
Plan.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The proxy statement dated April 27, 2000, is attached. Only record holders
of Buckhead's common stock at the close of business on April 17, 2000, will be
eligible to vote at the meeting.
If you are not able to attend the meeting, please execute, complete, date
and return the proxy in the enclosed envelope. If you attend the meeting, you
may revoke the proxy and vote in person.
By Order of the Board of Directors:
[SIG CUT]
ROBERT B. LEE
Secretary
Date: April 27, 2000
A copy of the Annual Report to Stockholders of Buckhead America Corporation
for the year ended December 31, 1999 containing financial statements is
enclosed.
1222773v4
<PAGE>
[LOGO]
7000 CENTRAL PARKWAY
SUITE 850
ATLANTA, GEORGIA 30328
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Buckhead America Corporation, a Delaware corporation
("Buckhead") of proxies for use at the 2000 Annual Meeting of Stockholders to be
held on May 25, 2000 at 11:30 a.m. (E.D.T.), at the Central Park Conference
Center, 7000 Central Parkway, Suite 354, Atlanta, Georgia 30328.
This proxy statement and the accompanying form of proxy are being first
mailed to stockholders on or about May 1, 2000. The stockholder giving the proxy
may revoke it at any time before it is exercised at the meeting by: (i)
delivering to the Secretary of Buckhead a written instrument of revocation
bearing a date later than the date of the proxy; (ii) duly executing and
delivering to the Secretary a subsequent proxy relating to the same shares; or
(iii) attending the meeting and voting in person; however, attendance at the
meeting will not in and of itself constitute revocation of a proxy. Any proxy
which is not revoked will be voted at the annual meeting in accordance with the
stockholder's instructions. If a stockholder returns a properly signed and dated
proxy card but does not mark any choices on one or more items, his or her shares
will be voted in accordance with the recommendations of the Board of Directors
as to such items. The proxy card gives authority to the proxies to vote shares
in their discretion on any other matter properly presented at the annual
meeting.
Proxies will be solicited from Buckhead's stockholders by mail. Buckhead
will pay all expenses in connection with the solicitation, including postage,
printing and handling, and the expenses incurred by brokers, custodians,
nominees and fiduciaries in forwarding proxy material to beneficial owners.
Buckhead may employ a proxy solicitation firm to solicit proxies in connection
with the annual meeting and Buckhead estimates that the fee payable for such
services will be less than $10,000. It is possible that directors, officers and
regular employees of Buckhead may make further solicitation personally or by
telephone, telegraph or mail. Directors, officers and regular employees of
Buckhead will receive no additional compensation for any such further
solicitation.
Only stockholders of record of Buckhead's common stock at the close of
business on April 17, 2000 (the "Record Date"), are entitled to notice of, and
to vote at, the annual meeting. On the Record Date, Buckhead had outstanding a
total of 2,009,018 shares of common stock, excluding a total of 85,637 shares of
treasury stock held by Buckhead, which are not entitled to vote. Each such share
will be entitled to one vote, non-cumulative, on each matter to be considered at
the annual meeting. A majority of the outstanding shares of common stock,
present in person or represented by proxy at the annual meeting, will constitute
a quorum for the transaction of business at the annual meeting. Abstentions and
broker non-votes are counted for purposes of determining the presence or absence
of a quorum for the transaction of business.
Votes cast by proxy or in person at the annual meeting will be counted by
the persons appointed by Buckhead to act as election inspectors for the meeting.
Prior to the meeting, the inspectors will sign an oath to perform their duties
in an impartial manner and to the best of their abilities. The inspectors will
ascertain the number of shares outstanding and the voting power of each of such
shares, determine the shares represented at the meeting and the validity of
proxies and ballots, count all votes and ballots and perform certain other
duties as required by law.
Nominees for election as directors will be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election.
Accordingly, the seven nominees receiving the highest vote totals will be
<PAGE>
elected as directors of Buckhead at the annual meeting. The affirmative vote of
holders of a majority of the outstanding shares of common stock of Buckhead
entitled to vote and present in person or by proxy at the annual meeting is
required for approval of Buckhead's 2000 Employee Stock Option Plan. It is
expected that shares beneficially held by officers and directors of Buckhead,
which in the aggregate represent approximately 33.3% of the outstanding shares
of common stock, will be voted in favor of each proposal. With respect to
election of directors, abstentions, votes "withheld" and broker non-votes will
be disregarded and have no effect on the outcome of the vote. With respect to
the proposal to approve Buckhead's 2000 Employee Stock Option Plan, abstentions
will have the effect of a vote against the proposal and broker non-votes will be
disregarded and will have no effect on the outcome of the vote. There are no
rights of appraisal or similar dissenter's rights with respect to any matter to
be acted upon pursuant to this proxy statement.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of Buckhead recommends a vote FOR the election of
each of the nominees named below for election as director and FOR the proposal
to approve Buckhead's 2000 Employee Stock Option Plan.
ELECTION OF DIRECTORS
The proxy holders intend to vote FOR election of the nominees named below
as directors of Buckhead, unless otherwise specified in the proxy. Directors of
Buckhead elected at the annual meeting to be held on May 25, 2000 will hold
office until the next annual meeting or until their successors are elected and
qualified.
Each of the nominees has consented to serve on the Board of Directors, if
elected. Should any nominee for the office of director become unable to accept
nomination or election, which is not anticipated, it is the intention of the
persons named in the proxy, unless otherwise specifically instructed in the
proxy, to vote for the election of such other person as the Board of Directors
may recommend.
The name and age of each nominee, his principal occupation, and the period
during which such person has served as a director are set forth below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Service as Director
Name of Nominee Age Position
Douglas C. Collins 47 Since 1995 Chairman of the Board of Directors, President, Chief
Executive Officer and Treasurer
Ronald L. Devine 56 Since 1999 President - The Lodge Keeper Group and Director
Robert B. Lee 45 Since 1997 Senior Vice President, Chief Financial Officer, Secretary
and Director
David C. Glickman 37 Since 1999 Director
David B. Mumford 41 Since 1999 Director
William K. Stern 73 Since 1992 Director
Steven A. Van Dyke 41 Since 1997 Director
</TABLE>
Douglas C. Collins. Mr. Collins became President and Chief Executive
Officer of Buckhead in December 1992, became a director of Buckhead in May 1995
and became Chairman of the Board of Directors in March 1999. Prior to joining
Buckhead, Mr. Collins served as President of Days Inns from February 1992
through September 1992 and Director of Days Inns from September 1992 through
November 1992. Mr. Collins served as Senior Vice President and Chief Financial
Officer of Days Inns from August 1990 through February 1992, after serving as
President of Imperial Hotels Corporation, a hotel chain owner and operator, from
April 1988 until May 1990. Mr. Collins joined Imperial Hotels Corporation in
August, 1980, serving as Vice President of Finance and Development from June
1984 to April 1988.
2
<PAGE>
Ronald L. Devine. Mr. Devine was the President and Chief Executive Officer
of The Lodge Keeper Group, Inc. ("Lodge Keeper") prior to its acquisition by
Buckhead and served in that capacity for more than the last five years. Mr.
Devine continues to serve as President of Lodge Keeper and is an executive
officer of Buckhead. Mr. Devine became a director of Buckhead in March 1999.
Robert B. Lee. Mr. Lee became Secretary of Buckhead in December 1992 and
became Vice President and Chief Financial Officer in July 1993. Mr. Lee was
named Senior Vice President of Buckhead in May 1996 and became a director in
June 1997. Prior to joining Buckhead, Mr. Lee served as the Corporate Controller
of Days Inns from October 1990 until December 1992. Prior to that, Mr. Lee
functioned in numerous capacities up to senior manager in the accounting and
audit practice of KPMG LLP from December 1979 to October 1990.
David C. Glickman. Mr. Glickman became a director of Buckhead in 1999. He
is a Senior Vice President and Partner of Roulston & Company, a firm which
provides financial management services to individuals and institutions, and
until March 1999, he was an Associate Director with Bear Stearns & Co., Inc., an
investment banking firm, and had served in that capacity for more than the last
five years.
David B. Mumford. Mr. Mumford became a director of Buckhead in 1999. He is
the President of Mumford Company, Inc., a national leader in the brokerage of
hotel real estate, and has served in that capacity for more than the last five
years.
William K. Stern. Mr. Stern became a director of Buckhead in 1992. He has
over forty-five years of experience in the hospitality industry. He served as
Vice President of Loews Hotels and as President of Loews Representation
International, Inc. ("LRI"), a separate division of Loews Hotels. In 1987, Mr.
Stern established "The Grande Collection of Hotels," a deluxe division of LRI.
Mr. Stern also served as the Chief Executive Officer of the Grande Collection
division. Mr. Stern has been the owner of Stern Services International, a hotel
consulting company, since 1992.
Steven A. Van Dyke. Mr. Van Dyke became a director of Buckhead in 1997. Mr.
Van Dyke is the President and Chief Executive Officer of Bay Harbour Management,
L.C. ("Bay Harbour"), formerly known as Tower Investment Group, Inc. and has
served in that capacity for more than the last five years. Bay Habour is an
investment advisor and manages multimillion dollar private equity and debt
funds.
INFORMATION ABOUT THE BOARD OF DIRECTORS
Meetings of the Board of Directors-During 1999 there were seven meetings of
the Board of Directors. Each incumbent director attended at least 75% of all
meetings of the Board of Directors.
Director Compensation-All non-employee directors of the Board of Directors
of Buckhead are paid an annual fee of $12,000 for service on the Board of
Directors and a fee of $750 for each Board meeting attended. Directors are
entitled to reimbursement of their traveling costs and other out-of-pocket
expenses incurred in attending Board and Committee meetings.
Robert M. Miller, the former Chairman of the Board of Directors of
Buckhead, resigned as a director of Buckhead in March 1999. Mr. Miller received
total compensation in 1999 of approximately $78,750.
All non-employee directors serve on all standing committees, such as audit,
nominations and compensation. Functions normally addressed by such committees
are conducted at regularly scheduled and special meetings of the entire Board of
Directors.
3
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by Buckhead to the
Chief Executive Officer, and the other executive officers whose salary and bonus
for 1999 exceeded $100,000 ("Named Executive Officers") for the years ended
December 31, 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Long Term
Compensation
Awards
Annual Securities
Compensation Underlying
Year Ended --------------------------- Options/ All Other
Name and Principal Position December 31, Salary ($) Bonus ($) SARs (#) Compensation($)
---------------------------- ------------------ -------------- ---------- ----------- ---------------
Douglas C. Collins 1999 $ 260,000 158,265 17,000 (b) $ 8,600 (c)
Chief Executive 1998 250,000 110,470 18,000 14,000
Officer 1997 235,000 94,005 16,000 1,500
Ronald L. Devine 1999 121,866 34,368 8,000 (b) 8,532 (d)
President - Lodge 1998 111,481 24,572 9,000 5,000
Keeper 1997 (a) 70,240 21,005 9,000 --
Robert B. Lee 1999 121,275 39,868 11,000 (b) 8,531 (e)
Chief Financial 1998 115,500 25,457 12,000 9,000
Officer 1997 105,000 31,502 9,000 1,449
____________________
(a) Mr. Devine's employment with Buckhead began on May 8, 1997.
(b) See "Option Grants Table."
(c) Employer's portion of 401(k) contribution ($3,600) and non-qualified
deferred compensation plan ($5,000).
(d) Employer's portion of 401(k) contribution ($3,532) and non-qualified
deferred compensation plan ($5,000).
(e) Employer's portion of 401(k) contribution ($3,531) and non-qualified
deferred compensation plan ($5,000).
</TABLE>
4
<PAGE>
Option Grants Table
The following table sets forth the number of shares of common stock
underlying options granted to the named executive officers during the year ended
December 31,1999. No stock appreciation rights were granted.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
OPTION GRANTS IN 1999
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------
Number of Securities % of Total Options
Securities Granted to
Underlying Options Employees in Fiscal Exercise
Granted(#) Year Price
Name $/share)(1) Expiration Date (2)
-------------------- -------------------- --------------------- ----------------- -------------------
Douglas C. Collins 5,667 7.8% $ 5.25 May 27, 2009
5,667 7.8% $ 5.25 May 27, 2010
5,666 7.8% $ 5.25 May 27, 2011
Ronald L. Devine 2,667 3.7% $ 5.25 May 27, 2009
2,667 3.7% $ 5.25 May 27, 2010
2,666 3.7% $ 5.25 May 27, 2011
Robert B. Lee 3,667 5.0% $ 5.25 May 27, 2009
3,667 5.0% $ 5.25 May 27, 2010
3,666 5.0% $ 5.25 May 27, 2011
(1) The exercise price was fixed as the market price at the date of grant.
(2) The options vest and become exercisable in three equal, annual installments
of 33-1/3% each on (i) the grant date, (ii) the first anniversary of the
grant date, and (iii) the second anniversary of the grant date, and have a
term expiring ten years from the date of grant.
5
</TABLE>
<PAGE>
Option Exercises and Year-End Value Table
The following table sets forth the number and year-end value of unexercised
options granted to the Named Executive Officers as of December 31, 1999. No
options were exercised by the Named Executive Officers during 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1999 YEAR-END OPTION VALUES
Number of Shares of Value of Unexercised In-the-Money
Common Stock Underlying Unexercised Options at Year-
Options at End ($)(1)
Year-End (#)
--------------------------------------- --------------------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------- --------------------------------------- --------------------------------------
Douglas C. Collins 70,667 17,333 $ 66,745 3,547
Ronald L. Devine 17,667 8,333 835 1,669
Robert B. Lee 34,667 11,333 23,110 2,295
(1) Calculated based on the $5.5625 closing sale price on The Nasdaq Stock
Market of the underlying securities on December 31, 1999.
EMPLOYMENT AGREEMENTS
Douglas C. Collins. Buckhead has entered into an employment contract with
Mr. Collins for a term which expires in July 2002. If the contract is terminated
by Buckhead prior to the end of its term, other than for cause and within twelve
months following a change-in-control (generally, acquisition of control of over
50% of the common stock or a change in a majority of the board of directors),
Mr. Collins shall be entitled to the greater of his annual salary (as defined)
payable through the end of his employment term and one-half of his annual salary
for the rest of the year in which such termination occurs. If such event
occurred as of January 1, 2000, Mr. Collins would be entitled to a payment of
$1,141,662.
If Mr. Collins terminates his contract between 90 and 120 days following a
change-in-control or within 30 days following any demotion, diminution of
responsibility or pay or forced relocation occurring within twelve months of a
change-in-control, he shall be entitled to the lesser of his annual salary
through the end of his employment term, and one-half of his annual salary for
the year in which such termination occurs. If such event occurred as of January
1, 2000, Mr. Collins would be entitled to a payment of $220,967.
If Mr. Collins' employment is otherwise terminated without cause before the
expiration of his employment term, Buckhead must pay him an amount equal to his
annual salary for the year in which such termination occurs. If such event
occurred as of January 1, 2000, Mr. Collins would be entitled to a payment of
$441,934.
Ronald L. Devine. Buckhead has entered into an employment contract with Mr.
Devine for a term which expires in May 2003. If the contract is terminated by
Buckhead prior to the end of its term, other than for cause and within twelve
months following a change-in-control, Mr. Devine shall be entitled to the
greater of his annual base salary payable through the end of his employment term
and one-half of his annual base salary for the rest of the year in which such
termination occurs. If such event occurred as of January 1, 2000, Mr. Devine
would be entitled to a payment of $418,333.
If Mr. Devine terminates his contract between 90 and 120 days following a
change-in-control or within 30 days following any demotion, diminution of
responsibility or pay or forced relocation occurring within twelve months of a
6
</TABLE>
<PAGE>
change-in-control, he shall be entitled to the lesser of his annual base salary
through the end of his employment term, and one-half of his annual base salary
for the year in which such termination occurs. If such event occurred as of
January 1, 2000, Mr. Devine would be entitled to a payment of $62,750.
If Mr. Devine's employment is otherwise terminated without cause before the
expiration of his employment term, Buckhead must pay him an amount equal to his
annual base salary for the year in which such termination occurs. If such event
occurred as of January 1, 2000, Mr. Devine would be entitled to a payment of
$125,500.
Robert B. Lee. Buckhead has entered into an employment contract with Mr.
Lee for a term which expires in July 2002. If the contract is terminated by
Buckhead prior to the end of its term, other than for cause and within twelve
months following a change-in-control, Mr. Lee shall be entitled to the greater
of his annual salary (as defined) payable through the end of his employment term
and one-half of his annual salary for the rest of the year in which such
termination occurs. If such event occurred as of January 1, 2000, Mr. Lee would
be entitled to a payment of $477,732.
If Mr. Lee terminates his contract between 90 and 120 days following a
change-in-control or within 30 days following any demotion, diminution of
responsibility or pay or forced relocation occurring within twelve months of a
change-in-control, he shall be entitled to the lesser of his annual salary
through the end of his employment term, and one-half of his annual salary for
the year in which such termination occurs. If such event occurred as of January
1, 2000, Mr. Lee would be entitled to a payment of $92,464.
If Mr. Lee's employment is otherwise terminated without cause before the
expiration of his employment term, Buckhead must pay him an amount equal to his
annual salary for the year in which such termination occurs. If such event
occurred as of January 1, 2000, Mr. Lee would be entitled to a payment of
$184,929.
BENEFIT PLANS
1995 Employee Stock Option Plan
Buckhead's 1995 Employee Stock Option Plan (the "1995 Plan") provides for
the grant of options to acquire a maximum of 170,000 shares of common stock. As
of March 31, 2000, options for 61,333 shares had been exercised under the 1995
Plan, options for 92,000 shares were outstanding, and 16,667 shares remained
available for issuance under the 1995 Plan. Unless sooner terminated by the
Board, the 1995 Plan terminates on April 17, 2005.
1997 Employee Stock Option Plan
Buckhead's 1997 Employee Stock Option Plan (the "1997 Plan") provides for
the grant of options to acquire a maximum of 80,000 shares of common stock. As
of March 31, 2000, options for 0 shares had been exercised under the 1997 Plan,
options for 59,000 shares were outstanding, and 21,000 shares remained available
for issuance under the 1997 Plan. Unless sooner terminated by the Board, the
1997 Plan terminates on April 29, 2007.
1998 Employee Stock Option Plan
Buckhead's 1998 Employee Stock Option Plan (the "1998 Plan") provides for
the grant of options to acquire a maximum of 90,000 shares of common stock. As
of March 31, 2000, options for 0 shares had been exercised under the 1998 Plan,
options for 75,000 shares were outstanding, and 15,000 shares remained available
for issuance under the 1998 Plan. Unless sooner terminated by the Board, the
1998 Plan terminates on March 31, 2008.
1999 Employee Stock Option Plan
Buckhead's 1999 Employee Stock Option Plan (the "1999 Plan") provides for
the grant of options to acquire a maximum of 90,000 shares of common stock. As
of March 31, 2000, options for 0 shares had been exercised under the 1999 Plan,
options for 85,000 shares were outstanding, and 5,000 shares remained available
for issuance under the 1999 Plan. Unless sooner terminated by the Board, the
1999 Plan terminates on March 31, 2009.
7
<PAGE>
2000 Employee Stock Option Plan
The Board of Directors has recommended that the stockholders approve
Buckhead's 2000 Employee Stock Option Plan. See "Proposal to Approve the
Buckhead America Corporation 2000 Employee Stock Option Plan" below.
CERTAIN TRANSACTIONS
In connection with the 1997 Lodge Keeper acquisition, Buckhead assumed a
lease for office space in Prospect, Ohio. The lease requires annual rent
payments of approximately $60,000 through 2006. Members of the immediate family
of Mr. Devine, an executive officer and director of Buckhead, own 50% of the
lessor.
Also in connection with the Lodge Keeper acquisition, Mr. Devine executed a
$250,000 note payable to Buckhead for certain inventory and equipment which did
not relate to Lodge Keeper's primary business. The note bears interest at 10%
and is due in monthly installments of $5,312 until June 2002.
During 1999 and 1998, Mumford Company, Inc. earned aggregate brokerage
commissions of $63,000 and $142,313, respectively, relating to Buckhead's sale
of eleven leasehold interests in hotel properties. Mr. Mumford, a director of
Buckhead, is the President of Mumford Company, Inc.
Buckhead has entered into five hotel lease agreements with an affiliate
(the "Lessor") of Hotel-Motel Management Corporation, a beneficial holder of
more than 5 percent of the common stock. As of December 31, 1999, Buckhead had
advanced the Lessor a total of $495,000 in lease deposits and is committed to
advance an additional $180,000. Such deposits bear interest at 8%. Three of the
leased properties have been opened and Buckhead paid rent in 1999 of $220,000 to
the Lessor. Once all five properties are opened, aggregate annual rent to the
Lessor will be $750,000 plus contingent percentage rents based on certain hotel
revenue levels.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires Buckhead's executive officers and directors and persons
who beneficially own more than 10% of Buckhead's stock to file initial reports
of ownership and reports of changes in ownership with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
Executive officers, directors and greater than 10% beneficial owners are
required by SEC regulations to furnish Buckhead with copies of all Section 16(a)
forms they file.
Based solely on its review of copies of forms received by it pursuant to
Section 16(a) of the Exchange Act, or written representations from certain
reporting persons, Buckhead believes that during 1999 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with.
8
<PAGE>
PROPOSAL TO APPROVE BUCKHEAD'S
2000 EMPLOYEE STOCK OPTION PLAN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
On March 15, 2000, the Board adopted, subject to stockholder approval, the
2000 Employee Stock Option Plan (the "2000 Plan"). The 2000 Plan authorizes the
issuance of options covering up to 90,000 shares of common stock. The 2000 Plan
will be utilized to attract, retain and motivate key employees and advisors of
Buckhead and to align key employee and stockholder interests.
Options may be granted under the 2000 Plan to those employees, officers or
directors of, and consultants and advisors to, Buckhead, who, in the opinion of
the Board of Directors, are in a position to contribute materially to Buckhead's
continued growth and development and to its long-term financial success.
Buckhead estimates that, as of the date of this proxy statement, approximately
15 employees (including officers), 4 non-officer directors and no more than one
consultant and advisor of Buckhead will be eligible to participate in the 2000
Plan. The following discussion contains a summary of the 2000 Plan.
Shares Reserved for the Plan
Buckhead's 2000 Plan provides for the grant of options to acquire a maximum
of 90,000 shares of common stock, subject to adjustment in the event of stock
dividends, stock splits, combination of shares, recapitalizations, or other
changes in the outstanding common stock. Any such adjustment will be made by the
Board in its discretion. Shares issued under the 2000 Plan may consist, in whole
or in part, of authorized and unissued shares, treasury shares or shares
purchased on the open market.
The 2000 Plan permits the grant of options intended to be incentive stock
options ("ISOs"), within the meaning of Section 422 of the Internal Revenue Code
of 1986 (the "Code"), and options which are not ISOs ("NSOs"). The Board
determines the terms and conditions of options granted under the 2000 Plan,
including exercise prices and whether or not an option is a NSO or an ISO. ISOs,
however, may be granted only to persons who are employees.
Purpose of Plan
Buckhead desires to attract and retain persons of skill and experience and
to encourage their highest levels of performance on behalf of Buckhead and its
subsidiaries. The 2000 Plan accordingly affords eligible persons the opportunity
to acquire stock rights in Buckhead. As of March 31, 2000, only a limited number
of additional shares were available for grant under Buckhead's 1995 Plan (16,667
shares), the 1997 Plan (21,000 shares), the 1998 Plan (15,000 shares) and the
1999 Plan (5,000 shares). The 2000 Plan is not qualified under Section 401(a) of
the Code and is not subject to the provisions of the Employee Retirement Income
Security Act of 1974.
Duration of Plan
Stock options may be granted pursuant to the 2000 Plan from time to time
prior to the earliest of (1) May 25, 2010; (2) the date on which all shares have
been issued under the 2000 Plan; or (3) such date as the Board of Directors
shall determine in its sole discretion.
9
<PAGE>
Administration of the Plan
The 2000 Plan is administered by the Board. Subject to the terms of the
2000 Plan, in administering the 2000 Plan and the stock options granted under
the 2000 Plan, the Board shall have the authority to (1) determine the employees
of Buckhead and its subsidiaries to whom ISOs may be granted and to determine
the directors, officers and employees of Buckhead and its subsidiaries, and the
consultants and advisors, to whom NSOs may be granted; (2) determine the time or
times at which options may be granted; (3) determine the option price for shares
subject to each option; (4) determine whether each option granted shall be an
ISO or a NSO; (5) determine the time or times when each option shall become
exercisable and the duration of the exercise period; (6) determine whether
restrictions are to be imposed on shares subject to options and the nature of
such restrictions; and (7) interpret the 2000 Plan and prescribe and rescind
rules and regulations, if any, relating to and consistent with the 2000 Plan.
No members of the Board of Directors shall be liable for any action or
determination made in good faith with respect to the 2000 Plan or any option. No
member of the Board shall be liable for any act or omission of any other member
of the Board or for any act or omission on his or her own part, including but
not limited to the exercise of any power or discretion given under the 2000
Plan, except those resulting from such member's own gross negligence or willful
misconduct. In addition to such other rights of indemnification as he may have
as a member of the Board, each member of the Board shall be entitled to
indemnification by Buckhead with respect to administration of the 2000 Plan and
the granting of stock options under it.
Amendment of the Plan
The 2000 Plan may be terminated or amended by the Board of Directors at any
time, except that the following actions may not be taken without stockholder
approval: (a) materially increasing the number of shares that may be issued
under the 2000 Plan, except by certain adjustments under the 2000 Plan; (b)
materially modifying the requirements as to eligibility for participation in the
2000 Plan; and (c) materially increasing the benefits accruing to participants
under the 2000 Plan. Stock options may not be granted under the 2000 Plan after
the date of termination of the 2000 Plan, but options granted prior to that date
shall continue to be exercisable according to their terms.
Eligibility for Participation
Each person who is serving as an officer, director, or employee of Buckhead
or any of its subsidiaries is eligible to participate in the 2000 Plan.
Furthermore, certain consultants and advisors who are natural persons that have
provided bona fide services to Buckhead may also be eligible to participate in
the 2000 Plan.
Nothing contained in the 2000 Plan or in any stock option agreement may
confer upon any person any right to continue as director, officer or employee of
Buckhead or its subsidiaries or as a consultant or advisor, or limit in any way
any right of stockholders or of the Board, as applicable, to remove such person.
New Plan Benefits
It is not possible to determine how many eligible employees will actually
participate in the 2000 Plan in the future, and the Board has currently made no
decisions with respect to stock option grants thereunder. Therefore, it is not
possible to determine the dollar value or number of shares of common stock that
will be distributed under the 2000 Plan in the future or the identities of the
recipients of those grants.
Grant of Stock Options
The Board may grant stock options to eligible persons in such amounts and
on such terms not inconsistent with the 2000 Plan as it may deem appropriate up
to the number of shares remaining subject to the 2000 Plan. The date upon which
a stock option is approved by the Board shall be the "Grant Date."
Buckhead and each eligible person shall execute an agreement providing for
the grant of stock options in accordance with the pertinent provisions of the
2000 Plan. No consideration shall be paid in connection with any such grant
unless the sale of shares is made simultaneously with the grant.
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<PAGE>
Option Exercise Price
The exercise price per share for the shares subject to NSOs shall be at
whatever price is approved by the Board, but not less than 90% of the fair
market value per share of the common stock on the Grant Date. The exercise price
per share for the shares subject to ISOs shall be not less than the fair market
value per share of common stock on the Grant Date, except that in the case of an
ISO to be granted to an employee owning more than 10% of the total combined
voting power of all classes of stock of Buckhead, the exercise price per share
shall be not less than 110% of the fair market value per share of common stock
on the Grant Date. The "fair market value" shall be the highest closing price on
the Nasdaq National Market on the last business day for which the price or
quotes are available prior to the Grant Date.
Vesting of Options
Unless otherwise provided by the Board, options granted under the 2000 Plan
will generally vest at the rate of 33 1/3% per annum over a two-year period,
with 33 1/3% vesting on the grant date, 33 1/3% on the first anniversary thereof
and the remaining 33 1/3% on the second anniversary thereof, so that all options
are vested after two years.
Adjustments to Exercise Price and Number of Shares
Except as set forth above, in the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split or other changes in
corporate structure affecting the common stock, such substitution or adjustment
shall be made in the aggregate number of shares reserved for issuance under the
Plan and in the number and option price of shares subject to outstanding options
granted under the Plan as may be determined to be appropriate by the Board, in
its sole discretion, provided that the number of shares subject to any award
shall always be a whole number.
In general, if Buckhead is merged into or consolidated with another
corporation under circumstances in which Buckhead is not the surviving
corporation, or if Buckhead is liquidated or sells or otherwise disposes of
substantially all of its assets to another corporation (any such merger,
consolidation, etc., being hereinafter referred to as a "Non-Acquiring
Transaction") while unexercised options are outstanding under the Plan, after
the effective date of a Non-Acquiring Transaction each holder of an outstanding
option shall be entitled, upon exercise of such option, to receive such stock or
other securities as the holders of the same class of stock as those shares
subject to the option shall be entitled to receive in such Non-Acquiring
Transaction based upon the agreed upon conversion ratio or per share
distribution. However, in the discretion of the Board of Directors, any
limitations on exercisability of options may be waived so that all options, from
and after a date prior to the effective date of such Non-Acquiring Transaction
shall be exercisable in full. Furthermore, in the discretion of the Board, the
right to exercise may be given to each holder of an option during a 30-day
period preceding the effective date of such Non-Acquiring Transaction. Any
outstanding options not exercised within such 30-day period may be canceled by
the Board as of the effective date of any such Non-Acquiring Transaction. To the
extent that the foregoing adjustments relate to stock or securities of Buckhead,
such adjustments shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive.
Except as specifically described above, optionees shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class or
the payment of any stock dividend or any other increase or decrease in the
number of shares of stock of any class or by reason of any dissolution,
liquidation, merger, or consolidation or spinoff of stock of another
corporation, and no issue by Buckhead of shares of stock of any class shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares subject to the option. The grant of any option
pursuant to the Plan shall not affect in any way the right or power of Buckhead
to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or to transfer all or any part of its business or assets.
11
<PAGE>
Duration and Termination of Options
Each option expires on the date specified by the Board, but not more than
(i) ten years from the Grant Date in the case of NSOs, (ii) ten years from the
Grant Date in the case of ISOs generally, and (iii) five years from the Grant
Date in the case of ISOs granted to an employee owning more than 10% of the
total combined voting power of all classes of stock of Buckhead. If approved by
the Board, after request by the grantee, an ISO may be converted into an NSO and
the term of such option may be extended.
In general, if an optionee's employment terminates by reason of death, the
stock option held by such optionee may thereafter be exercised to the extent
such option was exercisable at the time of death or on such accelerated basis as
the Board may determine at or after grant, by the legal representative of the
estate or the legatee of the optionee under the will of the optionee, for a
period of one (1) year from date of such optionee's death or until the
expiration of the stock option, whichever period is shorter. In the event of the
termination of optionee's employment by reason of his disability, the stock
option may generally be exercised, to the extent it was exercisable at the time
of his termination or on such accelerated basis as the Board shall determine at
or after grant, for a period of three (3) years from the date of such
termination or until the expiration of the stated term of the stock option,
whichever period is shorter. In any event, if the stock option is designated as
an ISO, and is exercised more than one (1) year after termination of employment
due to disability, the stock option shall be treated as a NSO. In the event an
employee's employment is terminated due to normal or early retirement, the
option may generally be exercised by the optionee, to the extent it was
exercisable at the time of such normal or early retirement or on such
accelerated basis as the Board shall determine at or after grant, for a period
of three (3) years from the date of such termination or until the expiration of
the stated term of the stock option, whichever period is shorter. In such event,
if the stock option was designated as an ISO and is exercised more than three
(3) months after such termination of employment due to normal or early
retirement, the stock option shall be treated as a NSO. In the event that
employment is terminated due to voluntary resignation of employment by the
optionee, the stock option shall thereupon terminate. In the event of
involuntary termination of the optionee's employment by Buckhead or any
Subsidiary without "cause", the stock option may be exercised, to the extent
otherwise then exercisable, for the lesser of three (3) months or the balance of
such stock option's term. In the event the optionee's employment with Buckhead
is terminated for any other reason, including termination of the optionee's
employment for "cause," the stock option shall thereupon terminate. For purposes
of the 2000 Plan, "cause" means a felony conviction of a participant or the
failure of a participant to contest prosecution for a felony or participant's
willful misconduct or dishonesty, or other unauthorized activity, any of which,
in the good faith opinion of the Board, is directly and materially harmful to
the business or reputation of Buckhead or any Subsidiary.
All options must be exercised prior to expiration and any options not
vested at the time of expiration may not be exercised.
Means of Exercise of Options
Options are exercised by giving written notice to Buckhead at its principal
office address, accompanied by full payment of the purchase price therefor
either (a) in United States dollars in cash or by check, or (b) if permitted at
or after grant, the delivery of shares of common stock having a fair market
value equal as of the date of the exercise to the cash exercise price of the
option, or a combination of (a) or (b).
Non-transferability of Options
No option is transferable except by will or by the laws of descent and
distribution, and all options are exercisable, during the lifetime of the
optionee, only by the optionee or the optionee's guardian or legal
representative. Shares subject to options granted under the 2000 Plan that have
lapsed or terminated may again be subject to options granted under such 2000
Plan.
12
<PAGE>
Tax Treatment
The following discussion addresses certain anticipated federal income tax
consequences to recipients of options granted under the 2000 Plan. It is based
on the Code and interpretations thereof as in effect on the date of this proxy
statement. This summary is not intended to be exhaustive and, among other
things, does not describe state, local or foreign tax consequences.
A corporation, such as Buckhead, for which an individual is performing
services will generally be allowed to deduct amounts that are includable in the
income of such individual as compensation income at the time such amounts are so
includable, provided that such amounts qualify as reasonable compensation for
the services rendered. This general rule will apply to the deductibility of a
participant's compensation income resulting from participation in the 2000 Plan.
The timing and amount of deductions available to Buckhead as a result of the
2000 Plan will, therefore, depend upon the timing and amount of compensation
income recognized by a participant as a result of participation in the 2000
Plan. The following discusses the timing and amount of compensation income which
will be recognized by participants and the accompanying deduction which will be
available to Buckhead.
ISOs. A participant, to whom an ISO which qualifies under Section 422 of
the Code is granted, generally will not recognize compensation income, and
Buckhead will not be entitled to a deduction, upon the grant or the exercise of
the option. To obtain nonrecognition treatment on exercise of an ISO, however,
the participant must be an employee of Buckhead or a subsidiary continuously
from the date of grant of the option until at least three months prior to the
exercise of the option. If a participant terminates employment due to
disability, ISO treatment will be available if the option is exercised within
one year of termination. If an Option originally designated as an ISO is
exercised by a participant after those periods, the option will be treated as an
NSO for income tax purposes and compensation income will be recognized by the
participant, and a deduction will be available to Buckhead, in accordance with
the rules discussed below concerning NSOs.
The Code provides that ISO treatment will not be available to the extent
that the fair market value of shares subject to ISOs, determined as of the date
of grant of the ISOs, which become exercisable for the first time during any
year exceed $100,000. If the $100,000 limitation is exceeded, the options in
excess of the limitation are treated as NSOs when exercised.
While a participant may not recognize compensation income upon exercise of
an ISO, the excess of the fair market value of the shares of common stock
received over the exercise price for the option can affect the optionee's
alternative minimum tax liability under applicable provisions of the Code. The
increase, if any, in an optionee's alternative minimum tax liability resulting
from exercise of an ISO will not, however, create a deductible compensation
expense for Buckhead.
When a participant sells the shares of common stock received upon exercise
of an ISO after holding them more than one year after the exercise of the option
and more than two years after the grant of the option, the participant will
normally not recognize any compensation income, but will instead recognize
long-term capital gain or loss from the sale in an amount equal to the
difference between the sales price for such shares of common stock and the
option exercise price, subject to a 20% maximum federal income tax rate. If,
however, a participant sells the shares of common stock within one year after
exercising the ISO or within two years after the grant of the ISO (an "Early
Disposition"), the participant will recognize compensation income, and Buckhead
will be entitled to a deduction, in an amount equal to the lesser of (i) the
excess, if any, of the fair market value of the shares of common stock on the
date of exercise of the option over the option exercise price, and (ii) the
excess, if any, of the sale price for the shares over the option exercise price.
Any other gain or loss on such sales, in addition to the compensation income
mentioned previously, will normally be capital gain or loss.
If a participant exercises an ISO by using shares of common stock
("Tendered Shares") previously acquired by him under another ISO and held by the
participant for less than one year after the date of exercise or two years after
the grant of the prior ISO, the surrender of the Tendered Shares will be an
Early Disposition. As a result the participant will recognize ordinary income in
an amount equal to the difference between the exercise price at which the
13
<PAGE>
Tendered Shares were acquired and the fair market value of the Tendered Shares,
either at the time the prior ISO was exercised or at the time of the surrender
of the Tendered Shares, whichever is less. A number of the shares of common
stock acquired by exercise of the ISO equal to the number of Tendered Shares
will have a basis equal to the basis of the Tendered Shares, increased, if
applicable, by the amount of ordinary income recognized as a result of the
disposition of the Tendered Shares. Such shares of common stock will have a
carryover capital gain holding period. The basis of the number of shares of
common stock received in excess of the number of Tendered Shares ("Excess
Shares") will be zero and their capital gain holding period will begin on the
date the ISO was exercised.
NSOs. A participant to whom an NSO is granted will not normally recognize
income at the time of grant of the option. When a participant exercises an NSO,
the participant will generally recognize compensation income, and Buckhead will
be entitled to a deduction, in an amount equal to the excess, if any, of the
fair market value of the shares of common stock when acquired over the option
exercise price. The amount of gain or loss recognized by a participant from a
subsequent sale of shares of common stock acquired from the exercise of an NSO
will be equal to the difference between the sales price for the shares of common
stock and the sum of the exercise price of the option plus the amount of
compensation income recognized by the participant upon exercise of the option.
A participant who exercises a NSO by using Tendered Shares (i) will not
recognize income as a result of the exercise of the NSO with respect to the
number of shares of common stock which equal the number of Tendered Shares and
(ii) will receive a carryover of the basis and holding period of the Tendered
Shares for such number of shares of common stock. Receipt of Excess Shares will
cause the participant to recognize ordinary income, and entitle Buckhead to a
deduction, in an amount equal to the fair market value of the Excess Shares on
the date the NSO was exercised. The participant's basis for such number of
Excess Shares will equal the amount of ordinary income recognized as a result of
the exercise of the NSO and the capital gain holding period for the Excess
Shares will begin on the date the NSO was exercised.
Tax Withholding
Whenever Buckhead proposes, or is required, to distribute shares under the
2000 Plan, Buckhead may require the recipient to satisfy any Federal, state and
local tax withholding requirements prior to the delivery of any certificate for
such shares or, in the discretion of the Committee, Buckhead may withhold from
the shares to be delivered shares sufficient to satisfy all or a portion of such
tax withholding requirements.
Unfunded Status of 2000 Plan
The 2000 Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments not yet made to a
participant or optionee by Buckhead, nothing contained in the 2000 Plan shall
give any such participant or optionee any rights that are greater than those of
a general creditor of Buckhead.
14
<PAGE>
OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS
AND CERTAIN EXECUTIVE OFFICERS
The following table sets forth certain information regarding the beneficial
ownership of Buckhead's common stock as of March 31, 2000 by: (i) each person or
group of affiliated persons known by Buckhead to be the beneficial owner of more
than 5% of the outstanding common stock; (ii) the Named Executive Officers who
beneficially own shares of Buckhead's common stock; (iii) each director and
nominee for director of Buckhead; and (iv) all of Buckhead's executive officers
and directors as a group. Except as otherwise indicated in the footnotes to this
table, Buckhead believes that the persons named in this table have sole voting
and investment power with respect to all the shares of common stock indicated.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Beneficial Ownership
Beneficial Owner As of March 31, 2000
------------------------------------------------------ --------------------
Shares Percentage
-------- ----------
Bay Harbour Management L.C.(1)........................ 1,112,002 43.4%
Hotel-Motel Management Corporation(2)................. 238,960 11.9%
Heartland Advisors, Inc.(3)........................... 184,600 9.2%
Leon M. & Marsha C. Wagner(4)......................... 124,181 6.2%
NY Motel Enterprises(5)............................... 112,821 5.6%
Douglas C. Collins(6)................................. 101,442 4.9%
Ronald L. Devine (7).................................. 88,786 4.4%
Robert B. Lee(8)...................................... 56,142 2.7%
David C. Glickman(9).................................. 5,334 *
David B. Mumford(10).................................. 4,834 *
William K. Stern(11).................................. 51,334 2.5%
Steven A. Van Dyke(1)................................. 1,136,367 44.0%
All officers, directors and nominees for
directors as a group (7 persons)(12).................. 1,437,731 51.8%
- --------------
* Represents beneficial ownership of less than 1%.
(1) The shares beneficially owned include 556,447 shares held of record by
Trophy Hunter Investments, Ltd. ("Trophy"). Through contracts and
arrangements, voting and disposition power over these shares is held by Bay
Harbour Management L.C. ("Bay Harbour"), a registered investment advisor
under the Investment Advisors Act of 1940. Also includes an aggregate of
555,555 shares which may be acquired upon conversion of a convertible
debenture held by investment funds managed by Bay Harbour. Mr. Steven A.
Van Dyke is the majority stockholder, President and Chief Executive Officer
of Bay Harbour, and beneficially owns the sole general partner of Trophy,
and may therefore be deemed to be the beneficial owner of the shares held
by Bay Harbour. Mr. Van Dyke directly owns 8,031 shares and has the right
to acquire an additional 16,334 shares within 60 days of the date of this
proxy statement. The address of Bay Harbour Management L.C., is Suite 270,
777 South Harbour Island Boulevard, Tampa, FL 33602.
(2) The address of Hotel-Motel Management Corporation is 3485 N. Desert Drive,
Suite 106, Building 2, East Point, GA 30344.
(3) Based on Schedule 13G/A filed with the Securities and Exchange Commission
on January 18, 2000. Includes shares of common stock held in investment
advisory accounts of Heartland Advisors, Inc. As a result, various persons
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities. The interests of
one such account, Heartland Value Fund, a series of Heartland Group, Inc.,
a registered investment company, relates to more than 5% of the class. The
address of Heartland Advisors, Inc. is 789 North Water Street, Milwaukee,
WI 53202.
(4) Mr. Wagner holds 111,036 shares directly and Ms. Wagner, his spouse, holds
13,145 shares directly. The address of the Wagners is 8 Lincoln Woods,
Purchase, NY 10577
(5) The address of NY Motel Enterprises is 440 West 57th Street, New York, NY
10019.
15
</TABLE>
<PAGE>
(6) Includes 6,508 shares beneficially held by DC Hospitality, Inc., which is
85% owned by Mr. Collins and 15% owned by Mr. Lee and 82,334 shares subject
to options which are currently exercisable or which become exercisable
within 60 days of the date of this proxy statement.
(7) Includes options to purchase 23,334 shares which are exercisable within 60
days of the date of this proxy statement.
(8) Includes 6,508 shares beneficially held by DC Hospitality, Inc., which is
15% owned by Mr. Lee and 85% owned by Mr. Collins and 42,334 shares subject
to options which are either currently exercisable or which become
exercisable within 60 days of the date of this proxy statement.
(9) Includes options to purchase 3,334 shares which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(10) Includes options to purchase 3,334 shares which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(11) Includes options to purchase 41,334 shares which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(12) Includes options to purchase 212,338 shares which are currently exercisable
or which become exercisable within 60 days of the date of this proxy
statement. Also includes shares beneficially owned by Bay Harbor (See Note
(1)) and DC Hospitality, Inc. (See Note (6)).
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of KPMG LLP has been the independent certified public
accountants of Buckhead since March 1993. Approval or selection of the
independent certified public accountants of Buckhead is not submitted for a vote
at the annual meeting of stockholders. The Board of Directors of Buckhead has
historically selected the independent certified public accountants of Buckhead,
and the Board believes that it would be to the detriment of Buckhead and its
stockholders for there to be any impediment such as selection or ratification by
the stockholders to its exercising its judgment to remove Buckhead's independent
certified public accountants if, in its opinion, such removal is in the best
interest of Buckhead and its stockholders.
It is anticipated that a representative from the accounting firm of KPMG
LLP will be present at the annual meeting of Stockholders to answer appropriate
questions and make a statement if the representative desires to do so.
STOCKHOLDER PROPOSALS
Appropriate proposals of stockholders intended to be presented at
Buckhead's 2001 Annual Meeting of Stockholders pursuant to Rule 14a-8
promulgated under the Exchange Act must be received by Buckhead by January 2,
2001 for inclusion in its proxy statement and form of proxy relating to that
meeting. In addition, all stockholder proposals submitted outside of the
stockholder proposal rules included in Rule 14a-8 promulgated under the Exchange
Act must be received by Buckhead by March 17, 2001, in order to be considered
timely. If such stockholder proposals are not timely received, proxy holders
will have discretionary voting authority with regard to any such stockholder
proposals which may come before the 2001 annual meeting. If the date of the next
annual meeting is advanced or delayed by more than 30 calendar days from the
date of the annual meeting to which this proxy statement relates, Buckhead
shall, in a timely manner, inform its shareholders of the change, and the date
by which proposals of shareholders must be received.
Upon The Written Request Of Any Record Or Beneficial Owner Of Common Stock
Of Buckhead Whose Proxy Was Solicited In Connection With The 2000 Annual Meeting
Of Shareholders, Buckhead Will Furnish Such Owner, Without Charge, A Copy Of Its
Annual Report On Form 10-KSB Without Exhibits For Its Fiscal Year Ended December
31, 1999. Request For A Copy Of Such Annual Report On Form 10-KSB Should Be
Addressed To Robert B. Lee, Secretary, Buckhead, Inc., 7000 Central Parkway,
Suite 850, Atlanta, Georgia 30328.
16
<PAGE>
It Is Important That Proxies Be Returned Promptly, Stockholders Who Do Not
Expect To Attend The Meeting In Person Are Urged To Sign, Complete, Date And
Return The Proxy Card In The Enclosed Envelope, To Which No Postage Need Be
Affixed.
By Order of the Board of Directors
[Sig Cut]
ROBERT B. LEE
Secretary
Dated: April 27, 2000
17
<PAGE>
ANNEX 1
PROXY
BUCKHEAD AMERICA CORPORATION
7000 CENTRAL PARKWAY
SUITE 850
ATLANTA, GEORGIA 30328
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Douglas C.
Collins and Robert B. Lee, and each of them, as proxies, each with the power to
appoint his substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse side, all the shares of common stock of
Buckhead America Corporation ("Buckhead") held of record by the undersigned on
April 17, 2000, at the Annual Meeting of Stockholders to be held on May 25, 2000
or any adjournment thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<TABLE>
<CAPTION>
<S> <C> <C>
Vote by Telephone Vote by Internet
It's fast, convenient, and immediate! It's fast, convenient, and your
Call Toll-Free on a Touch-Tone Phone vote is immediately confirmed and
1-877-PRX-VOTE (1-877-779-8683). posted.
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy Statement 1. Read the accompanying Proxy
and Proxy Card. Statement and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683. For http://www.eproxyvote.com/buck
shareholders residing outside the
United States call collect on a
touch-tone phone 1-201-536-8073. 3. Enter your 14-digit Voter
Control Number located on your
3. Enter your 14-digit Voter Control Proxy Card above your name.
Number located on your Proxy Card
above your name. 4. Follow the instructions provided.
4. Follow the recorded instructions.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/buck
anytime!
</TABLE>
Do not return your Proxy Card if you are voting by Telephone or Internet
Proxies voted by Telephone or Internet must be received by 3:00 P.M. EDT - May
24, 2000
<PAGE>
[X] Please mark
votes as in
this example.
THE PROXIES SHALL VOTE AS SPECIFIED BY THE STOCKHOLDER, OR IF NO INDICATION IS
MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE LISTED PROPOSALS.
1. ELECTION OF DIRECTORS
Nominees: (01) Douglas C. Collins, (02) Ronald L. Devine, (03) David C.
Glickman, (04) Robert B. Lee, (05) David B. Mumford, (06) William K. Stern, and
(07) Stephen A. Van Dyke
FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL NOMINEES
[ ] --------------------------------------
For all nominees except as noted above
2. Proposal to approve the adoption of Buckhead's 2000 Employee Stock Option
Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Stockholders should sign exactly as name appears on stock
certificate. Where there is more than one owner each should sign.
Executors, Administrators, Trustees and others signing in a
representative capacity should so indicate.)
Signature:------------------ Date:----- Signature:------------------- Date:-----
4913-PS-00
