<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box: / / Confidential, for Use of
/ / Preliminary Proxy Statement the Commission Only (as
/X/ Definitive Proxy Statement permitted by Rule 14a-6(e)
/ / Definitive Additional Materials (2))
/ / Soliciting Material Pursuant to
Section 240.14a-11(c) or Section 240.14a-12
Canterbury Park Holding Corporation
- --------------------------------------------------------------------------------
(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 transactions
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>
CANTERBURY PARK HOLDING CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 1, 2000
Notice is hereby given that the Annual Meeting of Shareholders of
Canterbury Park Holding Corporation will be held at Canterbury Park, 1100
Canterbury Road, Shakopee, Minnesota 55379, on Thursday, June 1, 2000 at 4:00
p.m., Central Daylight Time, for the following purposes:
1. To elect seven (7) directors to hold office until the 2001
Annual Meeting of Shareholders or until their successors are
elected.
2. To consider and act on a proposal to amend the Company's 1994
Stock Plan to increase the annual automatic stock option grant
to continuing non-employee directors from 2,000 to 3,000
shares per year.
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 14,
2000 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.
By Order of the Board of Directors
Richard A. Primuth,
SECRETARY
Shakopee, Minnesota
May 2, 2000
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
IN PERSON IF THEY SO DESIRE.
<PAGE>
CANTERBURY PARK HOLDING CORPORATION
1100 CANTERBURY ROAD
SHAKOPEE, MINNESOTA 55379
(952) 445-7223
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Canterbury
Park Holding Corporation ("CPHC" or the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company to be voted at
the Annual Meeting of Shareholders to be held at Canterbury Park, 1100
Canterbury Road, Shakopee, Minnesota 55379 on Thursday, June 1, 2000, beginning
at 4:00 p.m. or at any adjournment or adjournments thereof. The cost of this
solicitation will be paid by the Company. In addition to solicitation by mail,
officers, directors and employees of the Company may solicit proxies by
telephone, telegraph or in person. The Company may also request banks and
brokers to solicit their customers who have a beneficial interest in the
Company's Common Stock registered in the names of nominees and will reimburse
such banks and brokers for their reasonable out-of-pocket expenses.
Any proxy may be revoked at any time before it is voted by receipt of a
proxy properly signed and dated subsequent to an earlier proxy, or by revocation
of a written proxy by request in person at the Annual Meeting. If not so
revoked, the shares represented by such proxy will be voted by the persons
designated as proxies in favor of the matters indicated. In the event any other
matters properly come before the meeting calling for a vote of shareholders, the
persons named as proxies will vote in accordance with their judgment on such
matters. The Company's corporate offices are located at 1100 Canterbury Road,
Shakopee, Minnesota 55379, and its telephone number is (952) 445-7223. The
mailing of this Proxy Statement to shareholders of the Company commenced on or
about May 2, 2000.
The total number of shares outstanding and entitled to vote at the
meeting as of April 14, 2000 consisted of 3,438,599 shares of $.01 par value
Common Stock. Each share of Common Stock is entitled to one vote. Cumulative
voting in the election of directors is not permitted. Only shareholders of
record at the close of business on April 14, 2000 will be entitled to vote at
the meeting. The presence in person or by proxy of the holders of a majority of
the shares entitled to vote at the Annual Meeting of Shareholders constitutes a
quorum for the transaction of business.
Under Minnesota law, each item of business properly presented at a
meeting of shareholders generally must be approved by the affirmative vote of
the holders of a majority of the voting power of the shares present, in person
or by proxy, and entitled to vote on that item of business. However, if the
shares present and entitled to vote on any particular item of business would not
constitute a quorum for the transaction of business at the meeting, then that
item must be approved by holders of a majority of the minimum number of shares
that would constitute such a quorum. Votes cast by proxy or in person at the
Annual Meeting of Shareholders will be tabulated at the meeting to determine
whether or not a quorum is present. Abstentions on a particular item of business
will be treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum, but as unvoted for purposes of determining
the approval of the matter. If a broker indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as present and entitled to vote with
respect to that matter.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, based upon information available as of
April 14, 2000, the beneficial ownership of shares of the Company's common stock
of each person known by the Company to own of record or beneficially five
percent (5%) or more of the Company's common stock and the beneficial ownership
of all officers and directors of the Company as a group (including beneficial
ownership attributed to such person or group through ownership of currently
exercisable options or warrants to purchase common stock).
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class*
------------------- -------------------- ---------
<S> <C> <C>
Curtis A. Sampson 1,080,453(1) 31.31%
1100 Canterbury Road
Shakopee, MN 55379
Dale H. Schenian 443,548(2) 12.85%
1100 Canterbury Road
Shakopee, MN 55379
Randall D. Sampson 210,878(3) 5.94%
1100 Canterbury Road
Shakopee, MN 55379
Brian C. Barenscheer 207,000(4) 6.00%
1100 Canterbury Road
Shakopee, MN 55379
All directors and officers 2,189,182(5) 58.62%
as a group (11 persons)
</TABLE>
- -----------------------------------
* Based upon 3,438,599 shares of common stock outstanding increased, for
each calculation, by the number of shares which would be issued upon
exercise of options held by the named person or group.
(1) Includes 12,500 shares issuable upon the exercise of currently
exercisable options.
(2) Includes 12,500 shares issuable upon the exercise of currently
exercisable options, as well as 36,000 shares held by Mr. Schenian's
wife as to which beneficial ownership is disclaimed.
(3) Includes 109,000 shares issuable upon the exercise of currently
exercisable options.
(4) Includes 12,500 shares issuable upon the exercise of currently
exercisable options.
(5) Includes 296,000 shares issuable upon the exercise of currently
exercisable options held by officers and directors as a group.
ELECTION OF DIRECTORS
The Board of Directors has nominated and recommends for reelection as
directors of the Company the persons named below, all of which have been
directors since 1994. The Board of Directors believes that each nominee named
below will be able to serve, but should a nominee be unable to serve as a
director, the persons named in the proxies have advised that they will vote for
the election of such substitute nominee as the Board of Directors may propose.
2
<PAGE>
Information regarding the directors, including information regarding
their principal occupations currently and for the preceding five years, is set
forth below. Ownership of Company common stock is given as of April 14, 2000.
Percentage ownership presented for each director assumes shares outstanding
increased by the respective number of options and warrants indicated. To the
best of the Company's knowledge, the persons indicated possess sole voting and
investment power with respect to their stock ownership.
<TABLE>
<CAPTION>
Amount of Percent of
Stock Outstand-
Name and Age Principal Occupation; Other Directorships Ownership ing Stock
- ------------ ----------------------------------------- --------- ---------
<S> <C> <C> <C>
Brian C. Barenscheer Partner, Boyum & Barenscheer, P.L.L.P. 207,000(1) 6.00%
(57) Minneapolis, Minnesota (certified public
accountants).
Gibson Carothers Gibson & Carothers, Minneapolis, 56,000(2) 1.62%
(57) Minnesota (marketing and product
development).
Terence J. McWilliams Regional Sales Manager, Autotote Systems 17,500(3) .51%
(50) (totalizator services to horse tracks, dog
tracks and jai alai frontons) since
November 1993.
Carin Offerman Private Investor; formerly President and 54,450(4) 2.22%
(51) CEO (1998-1999) and Vice President and
COO (prior to 1998) of Offerman & Company,
Minneapolis, Minnesota (investment banking and
brokerage firm).
Curtis A. Sampson Chairman and CEO of Communications 1,080,453(1) 31.31%
(66)* Systems Inc., Hector, Minnesota
(connecting devices for telephones and
computers); Chairman and CEO of Hector
Communications Corporation, Hector, Minnesota
(independent telephone companies).
Randall D. Sampson President of the Company since March 210,878(1) 5.94%
(42)* 1994; Director, Communications Systems,
Inc.
Dale H. Schenian Chairman, City Auto Glass Companies 443,548(1) 12.85%
(58) (automotive glass repair and replacement);
Director of Bremer Bank (bank holding
company), St. Paul, Minnesota.
</TABLE>
- --------------------------------------
* Curtis A. Sampson is the father of Randall D. Sampson.
(1) See information under "Security Ownership of Certain Beneficial Owners
and Management" above.
(2) Includes options to acquire 27,500 shares of common stock.
(3) Includes options to acquire 12,500 shares of common stock.
(4) Includes options to acquire 12,500 shares of common stock.
3
<PAGE>
INFORMATION REGARDING BOARD AND BOARD COMMITTEES
The Board of Directors of the Company met twelve (12) times during
1999. In 1999 each director attended at least 75% of the meetings of the Board
and each committee on which such director served.
Each non-employee member of the Board is paid an annual fee of $3,600,
plus $300 for each meeting attended. In addition, under the Company's 1994 Stock
Plan, each non-employee member of the Board of Directors receives an option at
the time of the annual shareholders meeting to purchase 2,000 shares of the
Company's common stock upon election or re-election to the Board at an exercise
price equal to the fair market value of the Company's common stock on the date
of grant and exercisable over a ten-year period. In April, 2000 the Board
approved, subject to shareholder approval, amending the Stock Option Plan to
increase the annual automatic stock option grant to continuing directors from
2,000 to 3,000 shares beginning at the June 1, 2000 annual shareholders'
meeting. See "Proposal to Amend the Company's 1994 Stock Plan" below. Mr.
Randall D. Sampson, who is employed by the Company, receives no additional
compensation for service on the Board.
The Board has established an Audit Committee, the current members of
which are Brian C. Barenscheer and Carin Offerman. The Audit Committee
recommends to the full Board of Directors the selection of independent
accountants and reviews the activities and reports of the independent
accountants, as well as the internal accounting controls of the Company. The
Audit Committee met twice in 1999.
The Company has established a Compensation Committee, the current
members of which are Terence J. McWilliams, Dale H. Schenian and Randall D.
Sampson. The Compensation Committee met twice in 1999. The Compensation
Committee recommends to the Board of Directors compensation for executive
officers and key personnel and reviews the Company's compensation policies and
practices.
PROPOSAL TO AMEND THE COMPANY'S 1994 STOCK PLAN
GENERAL INFORMATION
In May 1994, the Board of Directors and the shareholders of the Company
adopted the 1994 Stock Plan (the "Plan"). The Plan provides for the granting of
awards in the form of stock options, including restricted stock, stock
appreciation rights and deferred stock to key employees and non-employees,
including directors of and consultants to the Company and any subsidiary. The
maximum number of common shares that may be purchased under the Plan is 850,000
shares of common stock. At the Company's 2000 Annual Shareholders Meeting,
shareholders will be asked to approve an increase in the number of stock options
which are automatically awarded to continuing non-employee directors of the
Company from 2,000 to 3,000 shares.
SUMMARY OF THE PLAN
Options that are granted under the Plan may be either options that
qualify as "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended
4
<PAGE>
("Incentive Stock Options"), or those that do not qualify as Incentive Stock
Options ("Non-Qualified Stock Options"). The plan is administered by the Board
of Directors, or a committee designated by the Board, which determines the
persons who are to receive awards under the Plan, the type of award to be
granted, the number of shares subject to each award and, if an option, the
exercise price of each option. Options may not be granted at an exercise price
less than the fair market value of the Common Stock on the date of grant.
Generally, the term of each Incentive Stock Option, which is fixed at the date
of grant, must not exceed 10 years from the date the Incentive Stock Option is
granted. The exercise of an option accelerates if (i) the Company liquidates,
(ii) merges or consolidates with another corporation and is not the surviving
corporation or (iii) transfers all or substantially all of its assets or 75% or
more of its outstanding Common Stock to another person or entity.
The Plan also provides for formula grants of non-qualified stock
options to non-employee directors of the Company. Upon being elected to the
Board, non-employee directors receive non-qualified stock options to purchase
2,500 shares. In addition, non-employee directors who are serving unexpired
terms or reelected at an annual shareholder meeting and who have served on the
Board for at least six months of the preceding 12 month period also are
presently granted 10-year non-qualified stock options to purchase 2,000 shares
of Common Stock as of the annual meeting in each such year. The non-qualified
sock options granted to non-employee directors vest six months from the date
granted. The purchase price of the shares of Common Stock subject to such
options is the fair market value of the Common Stock on the date of the annual
meeting.
The Board or committee may grant stock appreciation rights in
conjunction with all or a part of any option granted under the Plan. Upon
exercise of a stock appreciation right, an optionee is entitled to an amount in
cash or shares or Common Stock equal in value to the excess of the fair market
value of the Company's Common Stock over the option price per share multiplied
by the number of shares for which stock appreciation rights are being exercised.
Stock appreciation rights may not be granted to non-employee directors. In
addition to stock appreciation rights, the Board may grant restricted stock and
deferred stock. Grants of restricted stock and deferred stock may be conditioned
upon the attainment of specific performance goals. The restricted stock will be
held in custody by the Company until the restrictions thereon have lapsed.
FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO STOCK OPTIONS
An optionee will not realize taxable compensation income upon the grant
of an incentive stock option. In addition, an optionee generally will not
realize taxable compensation income upon the exercise of an incentive stock
option if he or she exercises it as an employee or within three months after
termination of employment (or within one year after termination if the
termination results from a permanent and total disability). The amount by which
the fair market value of the shares purchased exceeds the aggregate option price
at the time of exercise shall be treated as alternative minimum taxable income
for purposes of the alternative minimum tax. If stock acquired pursuant to an
incentive stock option is not disposed of prior to the date two years from the
option grant date or prior to one year from the option exercise date, any gain
or loss realized upon the sale of such shares will be characterized as capital
gain or loss. If the applicable holding periods are not satisfied, then any gain
realized in connection with the disposition of such stock will generally be
taxable as compensation income in the year in which the disposition occurred, to
the extent of the difference between the fair market value of such stock on the
date of exercise and the option exercise price. The Company is entitled to a tax
deduction to the extent, and at the time, that the participant realized
compensation income. The balance
5
<PAGE>
of any gain will be characterized as a capital gain. An optionee will not
realize taxable compensation income upon the grant of a non-qualified stock
option. When an optionee exercises a non-qualified stock option, he or she will
realize taxable compensation income at that time equal to the difference between
the aggregate option price and the fair market value of the stock on the date of
exercise.
PROPOSED PLAN AMENDMENT
As discussed above, the Plan currently provides for formula stock
option grants to non-employee directors of 2,000 shares of common stock each
year at the date of the Company's annual meeting of shareholders if they are
reelected at the annual shareholders meeting or serving an unexpired term and
have served on the Board for at least six months of the preceding twelve month
period. Shareholders will be asked at the annual meeting to amend the Plan to
increase this annual, automatic grant to 3,000 shares for each non-employee
director.
The proposed increase in the annual automatic stock option stock grant
is intended to more fairly compensate the non-employee directors for the
substantial time commitment and valuable services they are providing as
directors. Given the Company's limited resources, full-time management staff has
been maintained at minimal levels. As a result, in addition to attending a
greater than typical number of board meetings each year (12 in 1999), the
directors are being called upon individually to consult with the Chief Executive
Officer and others on a regular basis in regard to many areas of the Company's
operations. Even with the proposed increase in the automatic stock grant, it is
believed that the directors' compensation, viewed as a whole, is reasonable in
relation to what is typically paid to directors of comparably sized companies.
Accordingly, in recognition of these factors, the Board amended the Plan on
April 14, 2000, subject to ratification and approval of the shareholders, to
increase the annual, automatic stock option grant to continuing directors from
2,000 shares to 3,000 shares.
VOTE REQUIRED
Shareholder approval of the amendment to the Plan to increase the
automatic stock option grant requires the affirmative vote of the holders of a
majority of the shares of Common Stock represented at the meeting and entitled
to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE
AMENDMENT TO THE 1994 STOCK PLAN TO INCREASE THE AUTOMATIC STOCK OPTION GRANT TO
CONTINUING NON-EMPLOYEE DIRECTORS TO 3,000 SHARES PER YEAR.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following tables show for the three fiscal years ended December 31,
1997, 1998, and 1999 the cash and other compensation paid to or accrued by the
Company for its chief executive officer in all capacities served, as well as
information relating to option grants.
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES ALL
UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- --------------------------- ---- ------ ----- ------- ---------------
<S> <C> <C> <C> <C> <C>
Randall D. Sampson, President and 1999 $85,054 $ 5,600 19,000 4,381
Chief Executive Officer 1998 $82,885 $20,000 20,000 4,042
1997 $71,308 $20,000 30,000 3,875
</TABLE>
- -------------------------------
Note: Certain columns have not been included in this table because the
information called for therein is not applicable to the Company or the
individual named above for the periods indicated.
(1) All other compensation consisted of Company contributions to the
Company's 401(k) Plan and an automobile expense allowance.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
% OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
OPTIONS ANNUAL RATES OF
GRANTED STOCK PRICE
TO MARKET APPRECIATION
EMPLOYEES EXERCISE PRICE ON FOR OPTION TERM
OPTIONS IN FISCAL PRICE PER DATE OF EXPIRATION ---------------
NAME GRANTED YEAR SHARE GRANT DATE 5% 10%
---- ------- ---- ----- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Randall D. Sampson 19,000 14.0% $4.125 $4.125 01/19/09 $21,654 $47,849
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT FY-END OPTIONS AT FY-END(1)
SHARES ACQUIRED VALUE ----------------- --------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Randall D. Sampson - 0 - - 0 - $99,500 $9,500 $309,468 $14,868
</TABLE>
- ----------------------------------
(1) Based on closing price of $5.69 per share of the Company's Common Stock on
December 31, 1999.
7
<PAGE>
CERTAIN TRANSACTIONS
SERVICES PROVIDED BY AUTOTOTE SYSTEMS, INC.
The Company has renewed a Totalizator Services Agreement with Autotote
Systems, Inc. Pursuant to the agreement, which has a five year term ending May
1, 2004, Autotote provides totalizator equipment and computer programs which
record and process all wagers and calculate the odds and payoffs. For such
services, Autotote receives a fee of approximately .45% of the gross monies
wagered. Amounts charged to operations under this agreement for the periods
ended December 31, 1999 and 1998 were approximately $325,000 and $306,000,
respectively. Also, during the 1999 and 1998 live race meets, Autotote provided
uplink services which enabled the Company to simulcast horse races held at
Canterbury Park to out-of-state racetracks. These services resulted in an amount
charged to operations in 1999 and 1998 of approximately $115,000 and $102,000,
respectively. Mr. Terence J. McWilliams, a director of the Company, is the
Regional Sales Manager for Autotote.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that executive officers and directors and beneficial holders of 10% or
more of the Company's securities file reports of their beneficial ownership with
the Securities and Exchange Commission on SEC Forms 3, 4 and 5. According to the
Company's records, during the period from January 1, 1999 to December 31, 1999,
officers, directors and ten percent beneficial holders of the Company filed all
reports with the Securities and Exchange Commission required under Section
16(a).
THE COMPANY'S AUDITORS
Deloitte & Touche have been the auditors for the Company since 1994 and
have been selected by the Board of Directors, upon recommendation of the Audit
Committee, to serve as such for the current fiscal year. A representative of
Deloitte & Touche is expected to be present at the Annual Meeting of
Shareholders and will have an opportunity to make a statement and will be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
The proxy rules of the Securities and Exchange Commission permit
shareholders of the Company, after timely notice to the Company, to present
proposals for shareholder action in the Company's proxy statement where such
proposals are consistent with applicable law, pertain to matters appropriate for
shareholder action and are not properly omitted by Company action in accordance
with the Commission's proxy rules. The next annual meeting of the shareholders
of Canterbury Park Holding Corporation is expected to be held on or about May
30, 2001 and proxy materials in connection with that meeting are expected to be
mailed on or about April 15, 2001. Shareholder proposals prepared in accordance
with the Commission's proxy rules must be received at the Company's corporate
office, 1100 Canterbury Road, Shakopee, Minnesota 55379, Attention: President,
by January 30, 2001, in order to be considered for inclusion in the Board of
Directors' Proxy Statement and proxy card for the 2001 Annual Meeting of
Shareholders. Any such proposals must be in writing and signed by the
shareholder.
8
<PAGE>
The Bylaws of the Company establish an advance notice procedure with
regard to (i) certain business to be brought before an annual meeting of
shareholders of the Company and (ii) the nomination by shareholders of
candidates for election as directors.
PROPERLY BROUGHT BUSINESS. The Bylaws provide that at the annual
meeting only such business may be conducted as is of a nature that is
appropriate for consideration at an annual meeting and has been either specified
in the notice of the meeting, otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or otherwise properly brought
before the meeting by a shareholder who has given timely written notice to the
Secretary of the Company of such shareholder's intention to bring such business
before the meeting. To be timely, the notice must be given by such shareholder
to the Secretary of the Company not less than 45 days nor more than 75 days
prior to a meeting date corresponding to the previous year's annual meeting.
Notice relating to the conduct of such business at an annual meeting must
contain certain information as described in Section 2.9 of the Company's Bylaws,
which are available for inspection by shareholders at the Company's principal
executive offices pursuant to Section 302A.461, subd. 4 of the Minnesota
Statutes. Nothing in the Bylaws precludes discussion by any shareholder of any
business properly brought before the annual meeting in accordance with the
Company's Bylaws.
SHAREHOLDER NOMINATIONS. The Bylaws provide that a notice of proposed
shareholder nominations for the election of directors must be timely given in
writing to the Secretary of the Company prior to the meeting at which directors
are to be elected. To be timely, the notice must be given by such shareholder to
the Secretary of the Company not less than 45 days nor more than 75 days prior
to a meeting date corresponding to the previous year's annual meeting. The
notice to the Company from a shareholder who intends to nominate a person at the
meeting for election as a director must contain certain information as described
in Section 3.7 of the Company's Bylaws, which are available for inspection by
shareholders as described above. If the presiding officer of a meeting of
shareholders determines that a person was not nominated in accordance with the
foregoing procedure, such person will not be eligible for election as a
director.
OTHER MATTERS
Management knows of no other matters that will be presented at the
meeting. If any other matters arise at the meeting, it is intended that the
shares represented by the proxies in the accompanying form will be voted in
accordance with the judgment of the persons named in the proxy.
The Company is transmitting with this Proxy Statement its Annual Report
for the year ended December 31, 1999. SHAREHOLDERS MAY REQUEST THE COMPANY'S
1999 ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BY WRITING TO THE UNDERSIGNED AT THE COMPANY'S ADDRESS ON THE FIRST
PAGE OF THIS PROXY STATEMENT.
By Order of the Board of Directors,
Richard A. Primuth, SECRETARY
9
<PAGE>
CANTERBURY PARK HOLDING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 1, 2000
The undersigned hereby appoints Brian C. Barenscheer, Terence J.
McWilliams and Carin Offerman, or any of them as proxies, with full power of
substitution, to vote all the shares of common stock which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Shareholders
of Canterbury Park Holding Corporation, to be held Thursday, June 1, 2000, at
4:00 p.m. Central Daylight Time at Canterbury Park, 1100 Canterbury Road,
Shakopee, Minnesota 55379, or at any adjournments thereof, upon the following
and other matters properly brought before the meeting or adjournment thereof,
hereby revoking all former proxies.
1. ELECTION OF DIRECTORS.
<TABLE>
<S> <C> <C>
/ / WITH AUTHORITY to vote for all nominees / / WITHOUT AUTHORITY to vote for nominees
listed below (except as indicated to the listed below
contrary) for a term ending at the next Annual
Meeting of Shareholders
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
Brian C. Barenscheer, Gibson Carothers, Terence J. McWilliams, Carin Offerman,
Curtis A. Sampson, Dale H. Schenian, Randall D. Sampson
---------------------------------------------------------------------
2. Proposal to amend the Company's 1994 Stock Plan to increase the
automatic stock option grant to continuing non-employee directors from
2,000 shares to 3,000 shares per year.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
DIRECTORS NAMED ON THE REVERSE SIDE OF THIS CARD AND "FOR" THE PROPOSED
AMENDMENT OF THE 1994 STOCK PLAN UNLESS OTHERWISE SPECIFIED.
Dated ____________________, 2000
Signature
Signature if held jointly
Please date and sign exactly as your name(s) appears
below indicating, where proper, official position or
representative capacity in which you are signing.
When signing as executor, administrator, trustee or
guardian, give full title as such; when shares have
been issued in names of two or more persons, all
should sign.
