<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- - --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
(Name of Registrant as Specified In Its Charter)
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
/X/ 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> 2
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
266 BEACON STREET
BOSTON, MA 02116
================================================================================
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
================================================================================
TO BE HELD JUNE 5, 1996
The 1996 Annual Meeting of Shareholders (the "Annual Meeting") of Senior
Tour Players Development, Inc. (the "Company") will be held at The Harvard Club
located at 374 Massachusetts Avenue, Boston, Massachusetts 02215 on June 5, 1996
at 10:00 a.m. (e.s.t.) for the following purposes:
1. To elect seven (7) directors to serve until the next annual meeting of
shareholders or until their successors are duly elected and qualified.
2. To ratify the selection of Arthur Andersen LLP as the independent
auditors of the Company for the fiscal year ending December 31, 1996.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only holders of record of the Company's Common Stock as of the close of business
on May 10, 1996 will be entitled to notice of and to vote at the Annual Meeting
and any adjournment thereof. Whether or not you plan to attend the Annual
Meeting, shareholders are requested to date, sign and return the enclosed proxy
card in the return envelope furnished for your convenience. No postage is
required if mailed within the United States.
A complete list of shareholders of record entitled to vote at the Annual Meeting
will be open and available for examination by any shareholder during ordinary
business hours at the Company's office at 266 Beacon Street, Boston,
Massachusetts 02116 from May 22, 1996 through June 5, 1996 and at the time and
place of the Annual Meeting. If you attend the Annual Meeting and prefer to vote
in person, you can revoke your proxy.
A copy of the Company's Annual Report for 1995, which contains audited financial
statements and other information of interest with respect to the Company and its
shareholders, is enclosed.
By the Order of the Board of Directors
/s/ Stanton V. Abrams
-----------------------------------------
Stanton V. Abrams
President and Chief Executive Officer
Boston, Massachusetts May 15, 1996
<PAGE> 3
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
266 BEACON STREET
BOSTON, MA 02116
================================================================================
PROXY STATEMENT
================================================================================
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 1996
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Senior Tour Players Development, Inc. (the
"Company") for use at the 1996 Annual Meeting of Shareholders (the "Annual
Meeting") of the Company to be held at The Harvard Club, located at 374
Massachusetts Avenue, Boston, Massachusetts, 02215 on June 5, 1996 at 10:00 a.m.
(e.s.t.) and any adjournment thereof. The approximate date of mailing of this
proxy statement and the accompanying proxy is May 15, 1996. The Company has
retained American Stock Transfer & Trust Company to aid in the solicitation of
proxies. The cost of soliciting proxies will be borne by the Company.
Holders of record of shares of the Company's common stock, par value $.001 per
share (the "Common Stock"), at the close of business on May 10, 1996 are
entitled to notice of and to vote at the Annual Meeting. The presence in person
or by proxy of the holders of a majority of the Common Stock issued and
outstanding and entitled to vote shall constitute a quorum. As of the close of
business on May 10, 1996, there were 2,933,333 shares of Common Stock issued and
outstanding and entitled to notice of and to vote at the Annual Meeting.
All shares of Common Stock that are represented at the Annual Meeting by
properly executed proxies received prior to or at the Annual Meeting and not
revoked will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxies. Where specific choices are not indicated, the shares
of Common Stock represented by all valid proxies received shall be voted as
recommended by the Board of Directors on that matter.
Management knows of no other matter other than that referred to in the notice of
meeting which may be presented for consideration at the Annual Meeting. However,
it is possible that a proposal may be raised at the Annual Meeting by one or
more shareholders. If any other matter should be properly presented at the
Annual Meeting, it is intended that shares represented by proxies in the
accompanying form will be voted with respect thereto in accordance with the
judgment of the person or persons holding the proxy and voting such shares.
In the event that a quorum is not present at the time the Annual Meeting is
convened, a majority in interest of the shareholders of the Common Stock
represented in person or by proxy may adjourn the meeting from time to time,
without notice other than announcement at the Annual Meeting, until holders of
the amount of stock requisite to constitute a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the Annual Meeting as originally
called.
1
<PAGE> 4
A shareholder who gives a proxy may revoke it at any time before it is exercised
by (i) filing with American Stock Transfer & Trust Company in its capacity as
transfer agent for the Company's Common Stock (the "Transfer Agent"), before the
Annual Meeting, a written notice of revocation bearing a later date than the
proxy; (ii) duly executing a subsequent proxy relating to the same shares of
Common Stock and delivering it to the Transfer Agent before the Annual Meeting
or (iii) attending the Annual Meeting and voting in person (although attendance
at the Annual Meeting will not in and of itself constitute a revocation of a
proxy). Any written notice revoking a proxy should be sent to American Stock
Transfer & Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005.
Attention: Proxy Department.
================================================================================
PROPOSAL 1
ELECTION OF DIRECTORS
================================================================================
Seven directors, constituting the entire Board of Directors of the Company, are
to be elected at the meeting to serve until the next Annual Meeting of
Shareholders or until their successors are duly elected and qualified. Unless
such authority is withheld, the persons named in the accompanying form of proxy
intend to vote the shares covered thereby for the election of the seven persons
named below, all of whom are now serving as directors, and each of whom has been
designated as a nominee. If, for any reason not presently known, any said person
is not available to serve as director, another person who may be nominated will
be voted for in the discretion of the proxies.
The names of the nominees for directors and certain information received by them
are set forth below:
Name Age Position with the Company Director Since
- - --------------------------------------------------------------------------------
Stanton V. Abrams 53 President,Chief Executive Officer 1994
and Chairman of Board of Directors
Richard B. Rogers 37 Sr. Vice President, Director 1994
Michael J. Meluskey 34 Treasurer, Secretary, Director 1994
Stanley Bernstein 52 Director 1995
Arnold Mullen 49 Director 1995
Robert L. Seelert 53 Director 1995
Alan L. Stanzler 53 Director 1995
2
<PAGE> 5
The following is a brief description of the business experience of each nominee
for director named above.
STANTON V. ABRAMS. Mr. Abrams, founder of the Company, has served as President
and Chief Executive Officer and Chairman of the Board of Directors of the
Company since its organization in April 1994. From 1977 to 1982 Mr. Abrams was
involved in developing various real estate projects from housing for the elderly
to condominium conversions. During 1982 and prior to entering the golf industry,
Mr. Abrams was Vice President of Marketing, for the A.D. Gosman Company, a real
estate development company serving New England. From 1972 to 1977 Mr. Abrams was
Vice President of Development of The Druker Company of Boston, a real estate
development firm specializing in shopping centers and hotels. Beginning in late
1982 when the Senior PGA Tour was in its infancy, Mr. Abrams served as the
exclusive representative to many of the Senior Tour golfing professionals,
including Sam Snead, Billy Casper, Julius Boros, Bob Goalby, Bob Toski and Jerry
Barber to establish a relationship with a golf course which would serve as their
home base and practice site as they prepared for the emerging Senior PGA Tour.
From 1983 to May 15, 1994, Mr. Abrams was president of Senior Tour Players,
Inc., a golf real estate investment and marketing company which he founded, and
of which he remains the sole owner, whose focus has been on Senior Professional
Golfers and the marketing potential associated with their name recognition and
popularity. Mr. Abrams, a former two-time Rhode Island State Amateur Golf
Champion, with a background in golf, real estate, and law has been instrumental
in the promotion, management and acquisition of numerous golf projects both
nationally and internationally. Mr. Abrams holds a B.A. degree, cum laude from
Harvard College and a J.D. degree from the University of Pennsylvania Law
School. He attended Harvard Graduate School of Design's selected courses in golf
course design.
RICHARD B. ROGERS. Mr. Rogers has served as Senior Vice President and Director
of the Company since its organization in April 1994. From 1993 to May 15, 1994,
Mr. Rogers served as vice president of development of Senior Tour Players, Inc.,
where his responsibilities included managing existing golf facilities and
providing financial analysis of existing and proposed projects. Prior to that
Mr. Rogers was employed as the administrative director of the Golf Academy of
the South in Orlando, Florida; as a golf professional at Stoneridge Country Club
in Poway, California; and from 1984 to 1988 was an active partner in Sanders &
Rogers Real Estate and Development Company which during that time developed
multi-family residential properties and retail shopping centers. Mr. Rogers
holds a B.S. degree in business from the University of California at Berkeley.
He also holds a diploma from the San Diego Golf Academy in golf operations and
management.
MICHAEL J. MELUSKEY. Mr. Meluskey has served as Treasurer and Secretary and
Director of the Company since its organization in April 1994. Mr. Meluskey
joined the Company from Senior Tour Players, Inc., where he was involved in all
aspects of that business from 1986 to the present, currently as President. Mr.
Meluskey oversees the management and operations of the Company-owned, leased and
managed courses. His responsibilities include staffing, preparation of business
plans and annual budgets for the courses, marketing plans and special promotions
and other activities to improve the performance of the golf courses. In addition
Mr. Meluskey is involved in the due diligence and acquisition activities of the
Company's new acquisitions. He holds a B.S. degree in accounting, cum laude,
from Northeastern University.
3
<PAGE> 6
STANLEY BERNSTEIN. Mr. Bernstein, a Director of the Company since January, 1995,
has been Chairman of the Board and Chief Executive Officer of The Biltrite
Corporation since 1985. He is also Chairman of the Board of Alliance
International Group, Inc. and a director of K-Swiss, Inc. Mr. Bernstein holds an
A.B. from Brown University and a J.D. from the University of Pennsylvania Law
School.
ARNOLD MULLEN. Mr. Mullen, a Director of the Company since January, 1995, is the
president of PFP Associates, a private investment and financial management firm.
Since 1987, he has been a financial consultant and business advisor. Mr. Mullen,
a CPA, began his career 25 years ago with Arthur Andersen & Co., specializing in
taxation. He was an assistant professor of accounting and holds a BBA degree and
an MBA degree from the University of Wisconsin at Milwaukee.
ROBERT L. SEELERT. Mr. Seelert, a Director of the Company since January, 1995,
has been Chief Executive Officer of Cordiant plc, an advertising and marketing
communications firm, since July 1995. Mr. Seelert was a private investor from
February 1994 to July 1995, President and Chief Executive Officer of Kayser-Roth
Corporation, a legwear company, from May 1991 to February 1994 and President and
Chief Executive Officer of Topco Associates, a supplier of private label goods
and perishables, from 1989 to 1991. He is also a director of Cordiant plc and
the Stride Rite Corporation. Mr. Seelert holds a B.A. degree from Harvard
College and an M.B.A. degree from the Harvard Business School.
ALAN L. STANZLER. Mr. Stanzler, a Director of the Company since June 1995, is an
attorney at law and has been a member of the firm of Davis, Malm & D'Agostine,
P.C., Boston, Massachusetts, since July 1995. For more than five years prior to
that date, Mr. Stanzler was a member of the firm of Finnegan & Stanzler, P.C.,
Boston, Massachusetts. Mr. Stanzler holds an A.B. degree from Brown University
and a J.D. degree from Harvard Law School.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
NAMED HEREIN.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- - -------------------------------------------------
The Company has standing Audit and Compensation committees of the Board of
Directors but does not have a nominating committee. Messrs. Mullen and Seelert
comprise the Audit committee with Mr. Mullen serving as Chairman. Messrs.
Bernstein and Seelert comprise the Compensation committee with Mr. Bernstein
serving as Chairman. These Committees were formed on March 15, 1995. Since its
formation, no meetings have been held by the Compensation Committee as of the
date of this proxy statement. The Audit Committee met with representatives of
Arthur Andersen on February 16, 1996 to review the results and findings of the
audit conducted for the year ended December 31, 1995. There were six meetings
held by the Board of Directors in 1995. During 1995, all directors attended at
least 75 percent of the meetings of the Board and the Committees of the Board of
which they were members.
4
<PAGE> 7
================================================================================
PROPOSAL 2
APPOINTMENT OF AUDITORS
================================================================================
The Board of Directors has selected Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending December 31, 1996, and has
further directed that management submit the selection of independent auditors
for ratification by the shareholders at the Annual Meeting. Arthur Andersen LLP
has acted as the Company's auditors since 1995. Representatives of Arthur
Andersen LLP will be present at the Annual Meeting, and will have an opportunity
to make a statement if they desire to do so, and will be available to respond to
appropriate questions.
Shareholder ratification of the selection of Arthur Andersen LLP is not required
by the Company's by-laws or otherwise. The Board of Directors, however, is
submitting the selection of Arthur Andersen LLP to the shareholders as a matter
of good corporate practice. If the shareholders fail to ratify the selection,
the Audit Committee and the Board of Directors will reconsider whether or not to
retain such firm. Even if the selection is ratified, the Audit Committee and the
Board of Directors, in their discretion, may direct the appointment of a
different independent accounting firm at any time during the year if they
determine that such a change would be in the best interest of the Company and
its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF ARTHUR
ANDERSEN AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER
31, 1996.
5
<PAGE> 8
EXECUTIVE COMPENSATION.
- - -----------------------
<TABLE>
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by the Company for the
year ended December 31, 1995 and for a period from the Company's inception
(April 6, 1994) through December 31, 1994, to the Chief Executive Officer and to
each of the other individuals serving as an executive officer at the end of such
periods. There were no other individuals who served as executive officers during
those periods.
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------- AWARDS (3)
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) STOCK OPTIONS (#)
- - --------------------------- ---- --------- -------- -----------------
<S> <C> <C> <C> <C>
Stanton V. Abrams 1994(1) $113,269 -- 873,890
Chairman, Chief Executive 1995 196,007 -- --
Officer and President
Richard B. Rogers 1994(1) 28,846 $ 1,000 55,555
Senior Vice President 1995 54,999 -- --
Michael J. Meluskey 1994(1) 22,846 1,000 166,666
Treasurer and Secretary 1995 59,538 10,000 --
Lawrence P. Butler
Chief Financial Officer 1995(2) 66,154 15,000 --
<FN>
(1) Period from the Company's inception (April 6, 1994) through December 31, 1994.
(2) Mr. Butler joined the Company on March 6, 1995.
(3) In addition to the option awards presented in the table, at its inception the
Company issued 568,413, 35,500 and 106,500 restricted shares of the Company's
Common Stock to Stanton V. Abrams, Richard B. Rogers and Michael J. Meluskey,
respectively. At that time, there was no market for the Company's Common Stock.
Such shares, in each case had a value at December 31, 1995 (based on the closing
bid price of $3.25 for such shares as reported on the NASDAQ Small-Cap Market on
December 29, 1995) of $1,847,342 (Mr. Abrams), $115,375 (Mr. Rogers) and $346,125
(Mr. Meluskey), respectively.
</TABLE>
6
<PAGE> 9
OPTION GRANTS, EXERCISES AND FISCAL YEAR-END VALUES
<TABLE>
No stock options were granted during 1995 to any executive officer of the
Company. No executive officers exercised (nor had any right to exercise) options
during 1995. The following table sets forth, for each of the executive officers
named in the Summary Compensation Table above, the year-end value of unexercised
options:
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NAME AT YEAR-END(1) AT YEAR-END(1)(2)(3)
---- -------------- --------------------
<S> <C> <C>
Stanton V. Abrams 873,890 $1,966,253
Richard B. Rogers 55,555 124,999
Michael J. Meluskey 166,666 374,999
<FN>
(1) None of the options in the above table is currently exercisable.
(2) Based on the market value of the underlying Common Stock at year-end, based
on the closing price for the Common Stock on the NASDAQ Small-Cap Market on
December 29, 1995 ($3.25) minus the exercise price (in each case, $1.00 per
share), times the number of underlying shares. See Note 5 of Notes to
Consolidated Financial Statements and Item 6. Management's Discussion and
Analysis or Plan of Operations - Noncash Compensation Charge.
(3) For each of the named individuals and each of the reported grants, such
management options vest and become exercisable in the following amounts
when and if the Company achieves the following benchmarks: (i) the Company
has, for the year ending December 31, 1996, earnings before interest,
taxes, depreciation and amortization ("EBITDA") of at least $1,000,000 as
determined by the Company's independent certified public accountants in
accordance with generally accepted accounting principles consistently
applied (50% of the shares subject to the option shall become immediately
exercisable); and (ii) the Company has, for the year ending December 31,
1997, EBITDA of at least $1,500,000 as determined in the manner described
in (i) above (50% of the shares subject to the option shall become
immediately exercisable). In the alternative, if the bid price of the
Company's Common Stock on the NASDAQ or any exchange reaches $8.00 per
share for any ten consecutive trading days on or before December 31, 1997,
all of the shares subject to the options shall become immediately
exercisable. The management options will be administered by the independent
directors.
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS
The Company's stock option plan was adopted by the Board of Directors and
stockholders of the Company as of June 20, 1994 as an incentive for officers and
other key employees. The stock option plan will be administered by the
independent directors. The independent directors will have sole discretion to
determine employees eligible for grants of options and all terms of the options.
The stock option plan enables the independent directors to grant either
incentive or non-qualified stock options. Generally, the exercise price of
incentive stock options must be at least 100% of fair market value of the Common
Stock on the date of grant, while non-qualified stock options may have an
exercise price of nominal consideration. The stock option plan reserves an
aggregate of 350,000 shares which may be subject to options.
7
<PAGE> 10
DIRECTOR COMPENSATION
The Company's directors do not receive any cash or other pecuniary
compensation for service on the Board of Directors or any committee thereof, but
directors may be reimbursed for certain expenses incurred in connection with
attendance at Board and committee meetings.
EMPLOYMENT CONTRACTS
The Company has entered into employment agreements with Messrs. Abrams,
Rogers and Meluskey, which expire on May 20, 1996. These agreements provide for
annual salaries of $195,000, $50,000 and $50,000 per annum, respectively, plus
such semi-annual bonuses as may be determined by the Company's Independent
Directors. Each individual is also entitled to receive benefits offered to the
Company's employees generally.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- - ---------------------------------------------------------------
<TABLE>
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Common Stock of the Company as of
March 15, 1996 by: (i) each person known by the Company to be the beneficial
owner of more than 5% of its outstanding capital stock; (ii) each director of
the Company; (iii) each of the executive officers of the Company; and (iv) all
directors and executive officers of the Company as a group.
<CAPTION>
Shares
Name and Address of Beneficially Percentage of
Beneficial Owner (1) Owned (5) Outstanding Share (6)
- - -------------------- ------------ ---------------------
<S> <C> <C>
Stanton V. Abrams (2) 554,242 18.89%
Stanley Bernstein 305,000 10.40
Paul Fireman (3) 205,000 6.98
Richard S. Hall (4) 174,500 5.95
Michael J. Meluskey 106,500 3.63
Arnold Mullen (5) 30,000 1.02
Richard Rogers 38,000 1.30
Robert L. Seelert 3,000 0.10
Alan L. Stanzler -- --
Lawrence P. Butler -- --
All directors and
officers as a group
(8 persons) 1,036,742 35.34
<FN>
(1) Except as set forth below, each person listed has sole voting and
investment power with respect to the shares shown. Other than Mr. Hall, the
business address of each of these individuals is 266 Beacon Street, Boston,
Massachusetts 02116. Mr. Hall's address is 280 Estrellita Drive, Fort Myers
Beach, Florida 33931.
</TABLE>
8
<PAGE> 11
(2) Exclusive of 4,171 shares owned by members of Mr. Abrams' immediate family.
(3) Includes 30,000 shares and warrants owned by a partnership of which Mr.
Fireman is a partner.
(4) Based solely upon information contained in a Form 13D filed with the
Securities and Exchange Commission.
(5) Includes 30,000 shares and warrants owned by a partnership of which Mr.
Mullen is a partner.
(6) Exclusive of any shares under management options or the Company's stock
option plan, none of which are exercisable within the next 60 days.
================================================================================
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
================================================================================
Under the federal securities laws, the Company's directors, executive officers,
and any persons holding more than ten percent of the Common Stock are required
to report to the Securities and Exchange Commission their initial ownership of
the Common Stock and any subsequent changes in that ownership. Specific due
dates of these reports have been established, and the Company is required to
disclose any failure to file these reports on a timely basis. To the Company's
knowledge and based solely on its review of copies of such reports received by
it all of these requirements have been satisfied.
================================================================================
ANNUAL REPORT
================================================================================
The Annual Report to Shareholders, including financial statements for the year
ended December 31, 1995, are enclosed herewith but is not a part of the proxy
solicitation material.
================================================================================
DEADLINE FOR SHAREHOLDER PROPOSALS
================================================================================
Proposals of shareholders for consideration at the 1997 Annual Meeting of
Shareholders must be received on or before January 31, 1997 for inclusion in the
proxy materials relating to that meeting. Any such proposal must adhere to the
requirements of the Securities and Exchange Act of 1934 and should be sent to
Stanton V. Abrams, President and Chief Executive Officer, Senior Tour Players
Development, Inc., 266 Beacon Street, Boston, Massachusetts 02116.
9
<PAGE> 12
================================================================================
ATTENDANCE OF INDEPENDENT ACCOUNTANTS AT ANNUAL MEETING
===============================================================================
Arthur Andersen LLP served as the independent public accountants for the Company
for the year ending December 31, 1995.
Representatives of Arthur Andersen LLP will attend the Annual Meeting and will
have an opportunity to make a statement if they so desire and to respond to
appropriate questions from shareholders.
================================================================================
OTHER MATTERS
================================================================================
There is no matter other than those described above, so far as is known to the
management of the Company at the date of this proxy statement, to be acted on at
the meeting. It is intended however, if other matters come up for action at said
meeting or any adjournments thereof, that the persons named in the enclosed form
of proxy shall, in accordance with the terms of the proxy, have authority in
their discretion to vote shares represented by proxies received by them in
accordance with their best judgment in the interest of the Company and its
shareholders.
10
<PAGE> 13
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
ANNUAL MEETING OF SHAREHOLDERS JUNE 5, 1996
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
Stanton V. Abrams and Michael J. Meluskey, each with full power of substitution
and revocation, be and hereby are designated and appointed as the proxies of the
undersigned, to appear and to vote all shares of Common Stock of Senior Tour
Players Development, Inc. standing of record in the name of the undersigned at
the close of business on May 10, 1996, at the Annual Meeting of Shareholders to
be held June 5, 1996 at the hour of 10:00 A.M., local time, at The Harvard
Club, 374 Massachusetts Avenue, Boston, Massachusetts 02215, and any and all
adjournments thereof, upon such business as may properly come before the
meeting, including the items listed on the reverse side and as more completely
described in the enclosed Notice of Annual Meeting and Proxy Statement.
- THIS PROXY IS CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE -
<TABLE>
<S> <C> <C>
A /X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
DIRECTORS RECOMMEND: A VOTE
VOTE FOR all WITHHOLD all FOR ELECTION OF THE FOLLOWING
Nominees Nominees DIRECTORS: VOTE FOR WITHHOLD
1. ELECTION -------- -------- --------------------------- RATIFICATION RATIFICATION
OF / / / / NOMINEES: Stanton V. Abrams ------------ ------------
DIRECTORS: 2. RATIFICATION OF ARTHUR
Stanley Bernstein ANDERSEN LLP AS / / / /
VOTE FOR all nominees except the INDEPENDENT AUDITORS.
individual named below: Michael J. Meluskey
3. OTHER BUSINESS: To transact such other business as
______________________________________ Arnold Mullen may properly come before the meeting and any
adjournment thereof.
Richard B. Rogers
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
Robert Seelert MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THE PROXY WILL BE DEEMED TO
Alan L. Stanzler CONSTITUTE DIRECTION TO VOTE "FOR" EACH OF THE ABOVE
PROPOSALS.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
USING THE ENCLOSED ENVELOPE.
SIGNATURE _____________________________ DATE __________________ SIGNATURE ______________________________ DATE __________________
SIGNATURE IF HELD JOINTLY
NOTE: Please sign exactly as name appears on this Proxy. When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee, guardian, corporate officer or partner, give full title as such. If a
corporation, please sign in corporate name by president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
</TABLE>
