SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
AMERICAN BINGO & GAMING CORP.
- - --------------------------------------------------------------------------------
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 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:
N/A
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
---------------------------------------------------------------------
(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):
N/A
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
---------------------------------------------------------------------
(5) Total fee paid:
N/A
---------------------------------------------------------------------
/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>
AMERICAN BINGO & GAMING CORP.
515 Congress Avenue, Suite 1200
Austin, Texas 78701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 1997
--------------------------
To the Shareholders of
AMERICAN BINGO & GAMING CORP.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
AMERICAN BINGO & GAMING CORP. (the "Company") will be held at the Driskill
Hotel, 604 Brazos Street, Austin, Texas on May 22, 1997 at 11:00 a.m. Local
Time for the following purposes:
1. To elect three members to the Company's Board of Directors for a term
of one year and until the election and qualification of their successors;
2. To ratify the appointment of King Griffin & Adamson P.C. as the
Company's auditors for 1997;
3. To approve and adopt the Company's 1997 Employee Stock Option Plan;
4. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
The close of business on March 31, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at,
the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you plan
to attend, please complete, date and sign the accompanying proxy and return it
promptly in the enclosed envelope to assure that your shares are represented
at the meeting. If you do attend, you may revoke any prior proxy and vote
your shares in person if you wish to do so. Any prior proxy will
automatically be revoked if you execute the accompanying proxy or if you
notify the Secretary of the Company, in writing, prior to the Annual Meeting
of Shareholders.
By Order of the Board of Directors
By: /s/ COURTLAND L. LOGUE, Jr.
------------------------------
COURTLAND L. LOGUE, Jr.,
Chairman of the Board of Directors
April 18, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE>
AMERICAN BINGO & GAMING CORP.
515 Congress Avenue, Suite 1200
Austin, Texas 78701
________
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 1997
________
This proxy statement and the accompanying form of proxy ("Proxy") have
been mailed on or about April 18, 1997 to the shareholders of record on March
31, 1997 of American Bingo & Gaming Corp., a Delaware corporation (the
"Corporation" or the "Company") in connection with the solicitation of Proxies
from the holders of shares of the Corporation's common stock, .001 par value
(the "Common Stock"), by the Board of Directors of the Corporation for use at
the Annual Meeting of Shareholders to be held on May 22, 1997, at 11:00 a.m.,
Local Time, at the Driskill Hotel, 604 Brazos Street, Austin, Texas, and at
any adjournment thereof.
Shares of Common Stock (hereinafter referred to as "Shares") represented
by an effective Proxy in the accompanying form will be voted as directed
thereon. If no direction is given, then the Shares represented by the Proxy
will not be voted. A Proxy may be revoked at any time before it is voted. A
shareholder may revoke his Proxy by voting in person at the Annual Meeting or
submitting to the Company's Secretary at the meeting a subsequently dated
proxy. In addition, a shareholder may revoke his proxy by notifying the
Secretary of the Company either in writing prior to the Annual Meeting or in
person at the Annual Meeting. Revocation is effective only upon receipt of
such notice by the Secretary.
The solicitation of the enclosed Proxy is made on behalf of the Board of
Directors of the Corporation and the Corporation will bear the cost of the
solicitation. The Board of Directors may use the services of its executive
officers and certain directors to solicit Proxies from shareholders in person
and by mail, telegram and telephone. Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send Proxies, proxy
statements and other material to the beneficial owners of Shares held of
record by such persons, and the Corporation may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing.
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996 (without exhibits) accompanies this Proxy Statement. Copies
of exhibits may be obtained for a small fee. Requests should be addressed to
American Bingo & Gaming Corp., at its principal executive offices, 515
Congress Avenue, Suite 1200, Austin, Texas, 78701 Attn: John Orton
VOTING SECURITIES AND RECORD DATE
- - -------------------------------------
The securities which are entitled to vote at the meeting are the Shares.
Each Share is entitled to one vote on each matter submitted to shareholders.
The Board of Directors has designated the close of business on March 31, 1997
as the record date (the "Record Date") for the determination of shareholders
entitled to notice and to vote at the meeting and any adjournment thereof. At
that date, 4,162,494 Shares of Common Stock were outstanding. Voting of the
Shares is on a non-cumulative basis.
PRINCIPAL STOCKHOLDERS; SHARES HELD BY MANAGEMENT
- - ------------------------------------------------------
The following table sets forth as of March 31, 1997, the number of Shares
of the Company's common stock owned and the percentage of outstanding shares
held by (i) owners of more than 5% of the outstanding voting stock of the
Corporation, (ii) each director of the Corporation, (iii) each Nominee to the
Board and (iv) all officers and directors of the Company as a group. Each
person named in the table has sole investment power and sole voting power with
respect to the Shares of voting securities set opposite his name, except as
otherwise indicated.
<TABLE>
<CAPTION>
ACQUIRABLE
NAME AND ADDRESS OF NUMBER OF SHARES WITHIN 60 PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED (1) DAYS (2) OF CLASS
- - ------------------------------- ---------------------- ---------- ---------
<S> <C> <C> <C>
Gregory Wilson 1,770,167(3) 66,667 43.4%
515 Congress Ave., Suite 1200
Austin, Texas 78701
Courtland Logue Jr. 9,000(4) 85,500 2.2%
515 Congress Ave., Suite 1200
Austin, Texas 78701
Len Bussey 300,000(5) -- 7.2%
3905 Asbury Lane
Bedford, Texas 76021
Current Officers and Directors
as a group (Five persons) 2,096,667 313,279 53.8%
<FN>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Except where indicated, and subject to
community property laws where applicable, the persons in the table above have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
(2) Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of March 31, 1997 are deemed outstanding for
purposes of computing the percentage ownership of the person holding such
option but are not deemed outstanding for purposes of computing the percentage
ownership of any other person.
(3) Includes 560,417 shares held by Mrs. Sally Wilson, the wife of Mr. Wilson;
200,000 shares held by Mrs. Linda Bussey, the wife of Mr. Len Bussey and
sister of Mr. Wilson; 100,000 shares held by the Linda Bussey Irrevocable
Trust, of which Mrs. Bussey is trustee for the benefit of Mr. Wilson's minor
children; 145,416 shares held in the Wilson Family Trust, of which Mr. Wilson
is trustee for the benefit of Mr. Wilson's mother, Barbara Wilson; and 86,523
shares held by Mrs. Barbara Wilson, the mother of Mr. Wilson. Mr. Wilson
disclaims beneficial ownership of all such shares.
(4) Includes 9,000 shares acquired pursuant to the Company's Employee Stock
Purchase Plan.
(5) Includes 200,000 shares held by Mrs. Linda Bussey, the wife of Mr. Len
Bussey and sister of Mr. Wilson, and 100,000 shares held by the Linda Bussey
Irrevocable Trust, of which Mrs. Linda Bussey is trustee for the benefit of
Mr. Wilson's minor children. Mr. Bussey disclaims beneficial ownership of all
such shares.
</TABLE>
ITEM I.
ELECTION OF DIRECTORS
There are currently three members on the Company's Board of Directors.
The following slate containing three (3) Board members has been nominated for
election. Directors are proposed to be elected at the Annual Meeting of
Shareholders to hold office for a term until the next annual meeting of
shareholders and until their respective successors have been duly elected and
have qualified. The affirmative vote of a majority of the outstanding Shares
entitled to vote at the Annual Meeting of Shareholders is required to elect
the directors. Incomplete Proxies received by the Board of Directors will be
voted in favor of the Nominees. In the event that any nominee is unable to
serve, the Proxy solicited hereby may be voted, in the discretion of the
proxies, for the election of another person in his stead. The Board of
Directors knows of no reason to anticipate that this will occur.
<TABLE>
<CAPTION>
NAME AGE POSITIONS AND OFFICES DIRECTOR SINCE
- - ----------------------------- --- ------------------------ ----------------
<S> <C> <C> <C>
Courtland Logue 49 Chairman of the Board January 24, 1996
Gregory Wilson 43 Chief Executive Officer, October 17, 1994
President, Director
Len Bussey 51 Director April 28, 1995
</TABLE>
Business Experience of Nominees and Executive Officers
- - ------------------------------------------------------------
Gregory Wilson has served as the Company's President and Chief Executive
Officer since the Company's formation in September of 1994. Mr. Wilson also
served as Chairman of the Company from formation until September of 1996.
Between 1987 and the time he founded the Company, Mr. Wilson served as
Chairman and President of most of the entities that were consolidated to form
the Company. Prior to founding the Company, Mr. Wilson was a practicing
attorney for 16 years and maintained a general law practice with an emphasis
on real estate, municipal and charity law. Mr. Wilson also served as City
Attorney for the City of Cedar Park, Texas from 1987 to 1994 and was an
Assistant Attorney General of Texas from 1979-81 before entering private
practice. Mr. Wilson graduated with Honors from Tulane University in 1975 and
The University of Texas Law School in 1978.
Courtland Logue, Jr. has served as a director of the Company since
January of 1996 and as Chairman since September of 1996. Prior to joining the
Company, Mr. Logue served as Chairman of EZCORP., a NASDAQ Company, from July
of 1994 until February of 1995, and as Chief Executive Officer, President and
a director of EZCORP from July of 1989 until July of 1994. EZCORP. is the
second largest public pawn shop chain in the United States with over 200
stores. Between 1974 and the time he founded EZCORP., Mr. Logue served as
Chief Executive Officer, President and a director of most of the entities that
were consolidated to form EZCORP. Mr. Logue served as a director of Crescent
Jewelers, a regional jewelry store chain, from September of 1989 to November
of 1991. Additionally, Mr. Logue served as alderman of Rollingwood, Texas from
1983 to 1988 and as Mayor from 1988 to 1994. Mr. Logue graduated from The
University of Texas in 1969.
Len Bussey has served as a Director of the Company since April of 1995.
Mr. Bussey is Director of Government and Regulatory Relations for GTE
Information Services in Dallas, Texas. Prior to joining GTE, Mr. Bussey served
in various senior management capacities in the telecommunications industry
with Southwestern Bell, Claydesta Communications and Lomas Telemarketing. Mr.
Bussey graduated from The University of Texas in 1967, and is the
brother-in-law of Mr. Greg Wilson, President and Chief Executive Officer.
John Orton has served as Chief Financial Officer of the Company since
February of 1995. Prior to joining the Company, Mr. Orton served in various
senior financial management capacities for XeTel Corp., a public electronics
manufacturing concern; Dell Computer, a public computer manufacturing concern;
Ericsson, a public telecommunications manufacturing concern; and Arthur
Andersen, an accounting and consulting firm. Mr. Orton holds both Bachelors
and Masters of Business Administration degrees in Finance, with Honors, from
The University of Texas, and is a Certified Public Accountant. (Mr. Orton is
not a nominee to the Board of Directors).
Richard Henry has served as Chief Operating Officer of the Company since
July of 1995. From 1979 to the time he joined the Company, Mr. Henry served as
Vice President-Administration, Project Director and General Counsel of Radco
Inc., a petrochemical engineering firm. Prior to 1979, Mr. Henry served as a
practicing attorney with the firm Schuman, Milsten & Jackson in Tulsa,
Oklahoma. Mr. Henry received his undergraduate degree from Tulane University
in 1974 and graduated with a law degree from Tulsa University School of Law in
1977. Mr. Henry is a member of the Oklahoma Bar Association. (Mr. Henry is not
a nominee to the Board of Directors).
INSIDER REPORTING
- - ------------------
Under Section 16(a) of the Securities Exchange Act of 1934 (the "34
Act"), executive officers, directors and persons holding greater than 10% of
the Common Stock of the Company are required to file reports with the
Securities and Exchange Commission and to the NASDAQ market system disclosing
the amount and nature of beneficial ownership in the Company's securities, as
well as changes in such ownership. Specific due dates have been set for these
reports, and any failure to timely file or the non-filing of such reports by
such person, if made known to the Company or if apparent based solely upon a
review of such reports as are delivered to the Company pursuant to such
requirements during the last fiscal year, are required to be disclosed in this
Proxy Statement. Based upon its review of the copies of the forms delivered to
the Company or written representations that no Annual Reports on Form 5
(Annual Statements of Changes in Beneficial Ownership due following the end of
each fiscal year) were required, and based upon present knowledge of
management, the Company believes that it was compliant with all Section 16(a)
filing requirements applicable to its directors, executive officers and
greater than ten percent shareholders.
<PAGE>
EXECUTIVE COMPENSATION
- - -----------------------
The following table sets forth certain information concerning the
compensation of the named executive officers for the fiscal years ended
December 31, 1996, 1995 and 1994. Information is not given in the table for
any portion of the year during which a person was not an officer or director
of the Corporation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------- -----------------------
RESTRICTED SECURITIES
FISCAL STOCK UNDERLYING ALL OTHER
NAME AND POSITION YEAR SALARY BONUS AWARDS OPTIONS/SARS(#) COMPENSATION
- - ----------------------- ---- -------- ---------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Gregory Wilson 1996 $185,417 $ 8,606(a) 300,000(b) $ 1,597
Chief Executive 1995 $170,000 $75,000(c)
Officer, President 1994 $ 51,250 $1,477,085(d) 590,834(d) $ 79,000(e)
Courtland L. Logue, Jr. 1996 -- $ 8,606(f) 355,000(g) $ 1,543
Chairman
John Orton 1996 $ 70,000 $ 7,172(h) 50,000(i)
Chief Financial Officer 1995 $ 60,600 100,000 (j)
Richard Henry 1996 $ 70,000 $ 7,172(k) 50,000 (l)
Chief Operating Officer 1995 $ 34,550 100,000 (m)
Robert Hersch 1996 $ 12,000 $ 71,830(n)
Former Vice President, 1995 $ 72,000 $37,500(o) 100,000(p)
Secretary, Director 1994 $ 23,000 $ 212,500(q) 85,000(q)
<FN>
(a) Includes 9,000 shares issued as an annual bonus, valued at $.96 each.
(b) Represents non-qualified stock options issued under the Company's 1996 Employee Stock
Option Plan.
(c) Includes 100,000 redeemable common stock purchase warrants granted, valued at $.85 each
,with a $.10 exercise price.
(d) Includes 590,834 shares issued as Founder's Stock. These shares were assigned a value of
$2.50 per share.
(e) Represents compensation paid for management fees through the Company's operating
subsidiaries.
(f) Includes 9,000 shares issued as an annual bonus, valued at $.96 each.
(g) Represents non-qualified stock options granted under the Company's 1995 Employee Stock
Option Plan.
(h) Includes 7,500 shares issued as an annual bonus, valued at $.96 each.
(i) Represents non-qualified stock options granted under the Company's 1995 Employee Stock
Option Plan.
(j) Represents non-qualified stock options granted under the Company's 1994 Employee Stock
Option Plan.
(k) Includes 7,500 shares issued as an annual bonus, valued at $.96 each.
(l) Represents non-qualified stock options granted under the Company's 1995 Employee Stock
Option Plan.
(m) Represents non-qualified stock options granted under the Company's 1994 and 1995 Employee
Stock Option Plans.
(n) Includes consulting compensation, company car, and forgiveness of debt.
(o) Includes 50,000 redeemable common stock purchase warrants granted, valued at $.85 each,
with a $.10 exercise price.
(p) Represents non-qualified stock options granted under the Company's 1994 Employee Stock
Option Plan.
(q) Includes 85,000 shares issued as Founder's Stock . These shares were assigned a value of
$2.50 per share.
</TABLE>
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
- - ------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SECURITIES % OF TOTAL OPTIONS/SARS EXERCISE OR
UNDERLYING OPTIONS/ GRANTED TO EMPLOYEES BASE PRICE EXPIRATION
NAME SARS GRANTED IN FISCAL YEAR ($/SHARE) DATE
- - ------------------- --------------------- ------------------------ ------------- ----------
<S> <C> <C> <C> <C>
Courtland Logue,Jr. 355,000(a) 46.4% $ .96 - $3.00 9/10/2001
Greg Wilson 300,000(b) 39.2% $ .96 9/10/2001
John Orton 50,000(c) 6.5% $ 2.00 10/29/2001
Richard Henry 50,000(c) 6.5% $ 4.00 10/25/2001
<FN>
(a) Represents two option grants, 30,000 shares priced at $3.00 and 325,000 shares priced at
$.96.
(b) Represents option shares granted pursuant to employment agreement.
(c) Represents option shares granted pursuant to revised employment agreements. Pricing for
options is based on a formula which
allows employees to exercise options at the lower of fair market value or the prices
listed above at the options' vesting dates.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END
- - ------------------------------------------------------------------------------
OPTION/SAR VALUES
- - ------------------
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN THE MONEY OPTIONS/
SHARES AT FISCAL YEAR-END SARS AT FISCAL YEAR-END
ACQUIRED ON VALUE EXERCISABLE (E) OR EXERCISABLE (E) OR
NAME EXERCISE (#) REALIZED UNEXERCISABLE (U) UNEXERCISABLE (U)
- - ------------------- ------------ -------- ---------------------- -----------------------
<S> <C> <C> <C>
Greg Wilson -- -- 25,000 (E) $ 11,938 (E)
275,000 (U) $ 131,313 (U)
Courtland Logue,Jr. -- 38,000 (E) $ 18,145 (E)
317,000 (U) $ 137,043 (U)
John Orton -- -- 66,667 (E)
83,333 (U) $ 8,917 (U)
Richard Henry -- -- 66,667 (E)
83,333 (U) $ 0 (U)
Robert Hersch -- -- 66,667 (E)
33,333 (U) $ 0 (U)
</TABLE>
INSIDER TRANSACTIONS
- - ---------------------
None.
ITEM II.
PROPOSAL FOR APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of King Griffin & Adamson
P.C. as independent auditors of the Company for fiscal year 1997 subject to
ratification by the stockholders. Audit services expected to be performed by
King Griffin & Adamson P.C. during fiscal year 1997 will consist of the audit
of financial statements of the Company and its wholly owned subsidiaries.
During the period from the Company's inception to March 31, 1997, the
Company has had no disagreements with accountants on matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the accountant's satisfaction, would have
caused them to make reference to such matters in their reports.
The Board of Directors recommends that the shareholders vote FOR approval
of the proposal to ratify the appointment of King Griffin & Adamson P.C. as
independent auditors for fiscal year 1997.
ITEM III.
PROPOSAL TO APPROVE THE COMPANY'S 1997 EMPLOYEE STOCK OPTION PLAN
On March 28, 1997, the Board of Directors of the Company adopted a Stock
Option Plan. The plan is intended to comply with the requirements of Section
422 of the Internal Revenue Code of 1986, as amended. Approval of the Plan is
subject to the approval by the Shareholders at the Annual Meeting. The Plan
provides for the issuance of up to 750,000 employee stock options over a ten
year period commencing January 1, 1997.
Employees eligible for participation in the Plan consist of the Company's
current management and consultants, as well as any additional employees or
consultants who may be hired by the Company in the future. Once the Plan has
been approved by the Shareholders, the Board of Directors has the ability to
allocate the Options among the various eligible employees at the Board's
discretion except to the extent that the Company has previously entered into
employment agreements with such employees providing for the issuance of the
Options.
The Board of Directors believes that its ability to grant Options under
the Plan will advance the interests of the Company by strengthening its
ability to attract and retain in its employ people of desired training,
experience and ability, and to furnish additional incentives to its eligible
employees upon whose judgment, initiative and efforts the Company is dependent
on for the successful conduct of its operations.
The Board of Directors recommends that the shareholders vote FOR approval
of the 1997 Employee Stock Option Plan.
ITEM IV.
OTHER BUSINESS
As of the date of this proxy statement, the only business which the Board
of Directors intends to present, and knows that others will present, at the
meeting is that hereinabove set forth. If any other matter or matters are
properly brought before the meeting, or any adjournments thereof, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy on such matters in accordance with their judgment.
SHAREHOLDER PROPOSALS
- - ----------------------
Proposals of shareholders intended to be presented at the Company's next
Annual Meeting of Shareholders must be received by the Company on or prior to
December 31, 1997 to be eligible for inclusion in the Company's proxy
statement and form of proxy to be used in connection with the next Annual
Meeting of Shareholders.
By Order of the Board of Directors
By: /s/ COURTLAND L. LOGUE, Jr.
------------------------------
COURTLAND L. LOGUE, Jr.,
Chairman of the Board of Directors
April 18, 1997
<PAGE>
AMERICAN BINGO & GAMING CORP.
Annual Meeting of Shareholders - MAY 22, 1997
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Gregory Wilson, proxy, with full power of
substitution, to vote all Common Shares of American Bingo & Gaming Corp. (the
"Company") owned by the undersigned at the Annual Meeting of Shareholders of
American Bingo & Gaming Corp. to be held on MAY 22, 1997 and at any
adjournments thereof, hereby revoking any proxy heretofore given, upon the
matters and proposals set forth in the Notice of Annual Meeting and Proxy
Statement dated MARCH 31, 1997, copies of which have been received by the
undersigned. The undersigned instructs such proxy to vote as follows:
PROPOSAL I
----------
ELECTION OF DIRECTORS
- - -----------------------
/ / FOR the election of all nominees listed below (except as marked
to the contrary)
Gregory Wilson
Courtland Logue, Jr.
Len Bussey
/ / AGAINST the election of all nominees
PROPOSAL II
-----------
RATIFICATION OF THE ELECTION OF KING GRIFFIN & ADAMSON P.C. AS THE COMPANY'S
- - ------------------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
- - ------------------------
/ / FOR the proposal
/ / AGAINST the proposal
PROPOSAL III
------------
APPROVAL OF THE COMPANY'S1997 EMPLOYEE STOCK OPTION PLAN
- - ---------------------------------------------------------------
/ / FOR the proposal
/ / AGAINST the proposal
In addition, the undersigned instructs the proxies to vote upon any other
business that may properly come before the meeting or any adjournment thereof.
IF NO DIRECTION TO THE CONTRARY IS GIVEN, THEN THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR APPROVAL OF THE FOREGOING PROPOSALS.
The proxy or his substitute, who shall be present and acting at the
meeting, shall have and may exercise all the powers hereby granted.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED SHAREHOLDER.
The proxy will use his discretion with respect to any other matters which
properly come before the meeting.
DATED: _____________, 1997
______________________________
______________________________
(Please date and sign exactly as your name appears herein. For
joint accounts, each joint owner should sign. Executors, administrators,
trustees, etc., should also so indicate when signing.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN IN THE ENCLOSED ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT
YOUR RIGHTS TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
