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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240,14a-12
AMARILLO MESQUITE GRILL, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee Required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________
(5) Total fee paid:
______________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the following 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:
AMARILLO MESQUITE GRILL, INC.
302 North Rock Road, Suite 200
P.O. Box 2817
Wichita, Kansas 67201
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 31, 2002
The Annual Meeting of the Stockholders of AMARILLO MESQUITE GRILL, INC.
(the "Company") will be held at Amarillo Mesquite Grill Restaurant, Banquet
Room, 3151 N. Rock Road, Wichita, Kansas, on the 31st day of May 2002, at
10:00 o'clock A.M. (CDT) for the purpose of considering and acting upon the
following matters:
1. To elect three directors to hold office for the ensuing year and
until their successors are elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment.
The Company's annual report for the year ended January 27, 2002 will have
been mailed to all stockholders of record at the close of business on April 30,
2002.
The stock transfer books of the Company will not be closed, but only
stockholders of record at the close of business on April 30, 2002 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Chris F. Hotze, President
Wichita, Kansas
April 30, 2002
You are cordially invited to come early so that you may meet informally
with management and Board nominees. The meeting room will be open from 9:30
o'clock A.M. until the meeting time at 10:00 o'clock A.M.
IMPORTANT
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT THE PROXY BE RETURNED
REGARDLESS OF THE NUMBER OF SHARES OWNED.
AMARILLO MESQUITE GRILL, INC.
302 North Rock Road, Suite 200
P.O. Box 2817
Wichita, Kansas 67201
__________
The approximate mailing date of this Proxy Statement
is April 30, 2002
__________
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 31, 2002
The accompanying proxy is furnished by Amarillo Mesquite Grill, Inc. (the
"Company") in connection with the solicitation by the Board of Directors and
may be revoked by the stockholder at any time before it is voted by giving a
written notice to the Secretary of the Company, by executing and delivering
a proxy with a later date, or by personal withdrawal of the proxy prior to
or at the meeting. The expense of this solicitation is to be borne by the
Company and the Company will reimburse persons holding stock in their name
or in the names of their nominees, for their expenses in sending proxies and
proxy materials to their principals.
The Company has issued and outstanding 8,241,137 shares of common stock,
par value $0.01 per share, as of April 30, 2002, the date the stockholders of
record entitled to vote at the meeting was determined (the "Record Date").
Each share of common stock entitles the holder thereof to one vote.
Nevertheless, each stockholder has cumulative rights in electing directors,
which means that he has the right to accumulate his votes and give one
candidate the number of votes to which his shares are entitled multiplied by
the number of directors to be elected, or to distribute his votes on the same
principle among as many candidates as he chooses. Cumulative voting rights
may be exercised in the same manner as other voting rights, i.e., by proxy
or in person. To exercise the right, the stockholder should clearly indicate
on the proxy card or upon a sheet of paper how his votes should be distributed.
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth certain information with regard to the
beneficial ownership of Common Stock as of April 1, 2002 by (i) each
stockholder who is known by the Company to beneficially own in excess of
5% of the outstanding shares of common stock, (ii) each director, (iii) each
of the executive officers named in the Summary Compensation Table, and
(iv) all directors and executive officers as a group. Except as otherwise
indicated, each stockholder listed below has sole voting and investment power
with respect to shares beneficially owned by such person.
Amount and
Nature of
Beneficial Percent of
Name and Address (1) Ownership Class
Chris F. Hotze 414,317 (2) 4.7%
Alan L. Bundy 1,022,810 (3) 11.6%
C. Howard Wilkins, Jr. 2,185,579 (4) 24.8%
All officers and directors
as a group (three persons) 3,622,706 (5) 41.1%
Starwood Investments, L.P.
1313 North Webb Road
Wichita, KS 67206 1,994,021 (6) 23.5%
Thomas R. Devlin
P.O. Box 782170
Wichita, KS 67278 533,525 6.4%
___________________________
(1) The business address of all officers and directors is 302 North Rock
Road, Suite 200, Wichita, Kansas 67206.
(2) Includes 34,000 shares owned by Mr. Hotze's minor children and 25,000
shares subject to stock options which are fully vested and exercisable.
(3) Includes 20,200 shares owned by Mr. Bundy's minor children and 306,950
shares subject to stock options which are fully vested and exercisable.
(4) Includes 250,000 shares subject to stock options which are fully vested
and exercisable.
(5) Includes 581,950 shares subject to stock options which are fully vested
and exercisable.
(6) Includes 250,000 shares subject to stock options which are fully vested
and exercisable and owned by the general partner of Starwood
Investments, L.P.
ELECTION OF DIRECTORS
All directors of the Company are elected for a term of one year and hold
office until the annual meeting of the stockholders. The officers of the
Company are elected at the Board of Directors' first meeting following the
annual meeting of the stockholders. Such officers hold office until their
successors are chosen and qualified or until their death, resignation or
removal.
All executive officers of the Company currently serve on the Board of
Directors. The terms of office for all Board members expire at the 2002
Annual Meeting of Stockholders. The following individuals have been nominated
for re-election to the Board to serve until the Annual Meeting of Stockholders
in 2003.
<CAPTION
Name Age Position(s) Year Became
Director
Chris F. Hotze 55 Chairman of the Board, President and Director 1982
Alan L. Bundy 45 Executive Vice President and Director 1996
C. Howard Wilkins, Jr. 64 Director 1994
CHRIS F. HOTZE has been President and Director of the Company since the
Company's inception in 1982. Mr. Hotze became Chairman of the Board in 1989.
He began his career in the restaurant business in 1965 as an employee of
Pizza Hut, Inc., where he held various management positions including
Corporate Director of Training. In 1972, he joined Pizza Corporation of
America as Regional Vice President. In 1975, he joined Maverick Development
Corporation which managed sixteen Pizza Hut restaurants in Massachusetts and
South Carolina and served as its President until October of 1983. Mr. Hotze
is also a Director of Texas Pizza Corporation, a privately held company which
owns and operates Pizza Hut restaurants. Mr. Hotze received a Bachelor's
Degree in Business Administration from Wichita State University in 1970.
ALAN L. BUNDY has been Executive Vice President and a director of the
Company since the acquisition by the Company of the Amarillo Mesquite Grill
restaurant chain in June 1996. Mr. Bundy founded Amarillo Mesquite Grill
restaurant in 1982 and established four restaurants by the time these
restaurants were sold to the Company. Mr. Bundy is in charge of overseeing
the management and further development of the Amarillo Mesquite Grill
restaurant chain.
C. HOWARD WILKINS, JR. has most recently served on the Board of Directors
since May 1994. Mr. Wilkins founded the Company in 1982 and served as Chairman
of the Board until 1989 when he resigned in order to become Ambassador to the
Netherlands. Mr. Wilkins served as Ambassador to the Netherlands until 1992.
Mr. Wilkins was the founder, President and Chairman of the Board of Pizza
Corporation of America, a publicly held company traded on the American Stock
Exchange and the largest Pizza Hut franchisee with 270 restaurants, until 1975
when Pizza Corporation of America merged with Pizza Hut, Inc. Mr. Wilkins'
private investments include Pizza Hut restaurants located in Texas and New
Mexico and several other specialty restaurants. Mr. Wilkins received his
Bachelor's Degree from Yale University in 1960.
No family relationships exist between or among the directors or officers
of the Company.
THE BOARD HAS UNANIMOUSLY APPROVED THE ABOVE-NAMED NOMINEES FOR DIRECTOR
AND RECOMMENDS A VOTE "FOR" THEIR ELECTION.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued
during the fiscal years ended January 27, 2002, January 28, 2001 and January
30, 2000 to the Company's Chief Executive Officer and the highest paid
executive officers of the Company whose annual cash compensation exceeds
$100,000.
Summary Compensation Table
Annual Compensation
Name and Principal Position Fiscal Year Salary Bonus
Chris F. Hotze 2002 $ 13,000(1) $ -
President and Chairman of the Board 2001 13,000(1) -
2000 9,000(1) -
Alan Bundy 2002 $142,000 $20,000
Executive Vice President 2001 142,000 20,000
2000 136,855 20,000
__________________________
(1) Paid by a corporation owned by C. Howard Wilkins, Jr., a director and
the majority stockholder of the Company. Mr. Hotze devoted
approximately ten percent of his time to the Company during the time
periods indicated and this amount represents the value of his
services rendered to the Company.
Option Grants in Fiscal Year 2002
During the fiscal year ended January 27, 2002, the Company did not
grant stock options to the executive officers named in the Summary
Compensation Table.
Aggregated Option Exercises in Fiscal Year 2002
The following table sets forth, for the executive officers named in the
Summary Compensation Table, information concerning each exercise of stock
options during the fiscal year ended January 27, 2002 and the value of
unexercised stock options at January 27, 2002.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Securities
Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options at
Acquired at January 27, 2002 January 27, 2002
On Value Exercisable(E)/ Exercisable/
Exercise Realized Unexercisable(U) Unexercisable(1)
Name
Chris F. Hotze
President and Chairman of 0 $0 25,000 E/ $0 E/
the Board 0 U $0 U
Alan L. Bundy
Executive Vice President 0 $0 306,950 E/ $0 E/
0 U $0 U
________
(1) Values have been computed based on the closing sales price of the
Company's common stock on January 25, 2002 of $.17 per share.
DIRECTORS' FEES
Each member of the Board of Directors, other than those who are employees
of the Company, is entitled to receive $500 for each meeting he attends, plus
reimbursement for expenses incurred in connection with his attendance at such
meeting.
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended January 27, 2002, the Board of Directors
held two meetings and acted by unanimous written consent one time. All
directors attended these board meetings.
COMMITTEES
The Company has no Executive, Audit, Compensation or Nominating
Committees.
REPORT OF BOARD OF DIRECTORS
At their meeting on April 15, 2002, the Board of Directors unanimously
approved the following report to shareholders:
As members of the Board of Directors of Amarillo Mesquite Grill, Inc., we
have reviewed and discussed with management the Company's audited financial
statements as of and for the year ended January 27, 2002.
We have discussed with Allen, Gibbs & Houlik, L.C. the matters required
to be discussed by Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and the letter from
Allen, Gibbs & Houlik, L.C. required by Independence Standard No. 1,
Independence Discussions with Audit Committees, as amended, by the Independence
Standards Board, and have discussed with the auditors the auditors'
independence.
Based on the reviews and discussions referred to above, we have approved
and authorized that the financial statements referred to above be included in
the Company's Annual Report on Form 10-K for the year ended January 27, 2002.
We have also considered whether the provision of services by Allen,
Gibbs & Houlik, L.C. not related to the audit of the financial statements
referred to above and to the reviews of the interim financial statements
included in the Company's Forms 10-Q for the quarters ended April 29, 2001,
July 29, 2001 and October 28, 2001, is compatible with maintaining the
independence of Allen, Gibbs & Houlik, L. C. Fees paid during the fiscal
year ended 2002 were: Audit-$29,589; audit related-$0; all other
nonaudit-$8,423; and financial information systems design and
implementation-$0.
C. Howard Wilkins, Jr.
Chris H. Hotze
Alan L. Bundy
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Howard C. Wilkins, Jr., director of the Company, and Robert A.
Geist, a majority partner of Starwood Investments, L.P., a majority
stockholder of the Company, are guarantors of the primary loan which the
Company has with its lender. As consideration for this guarantee, on June
17, 1996, the Company entered into Stock Option Agreements with Messrs.
Wilkins and Geist whereby each of these individuals was granted options to
purchase 250,000 shares of the Company's stock at $2.19 per share. These
options expire on June 17, 2003.
On September 28, 2001, Messrs. Wilkins and Geist contributed an
aggregate amount of $200,000 to the Company. This contribution was
recorded as additional paid-in capital on the Company's balance sheet and
no additional shares of stock were issued as a result of this
contribution.
The Company believes that the terms of the transactions described
above are no less favorable to the Company than the Company could have
obtained from non-affiliated parties. In the future, all transactions
between the Company and its affiliated entities, executive officers,
directors or stockholders will be on terms which will continue to be no
less favorable to the Company than the Company could obtain from non-
affiliated parties.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are
required by Securities and Exchange Commission regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5 was required, the
Company believes that during the fiscal year ended January 27, 2002, all
officers, directors and greater than 10% beneficial owners complied with
all Section 16(a) filing requirements.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Board of Directors has selected Allen, Gibbs & Houlik, L.C. as
the Company's independent auditors for the ensuing fiscal year. Allen,
Gibbs & Houlik, L.C. has served as the Company's independent auditors
since November 20, 1998. A representative of Allen, Gibbs & Houlik, L.C.
is expected to be present at the Annual Meeting to answer appropriate
questions, but does not intend to make a statement.
VOTE REQUIRED
The three nominees for election as directors at the Annual Meeting
of Stockholders who receive the greatest number of votes cast for the
election of directors at that meeting by the holders of the Company's
common stock, a quorum being present, shall become directors at the
conclusion of the tabulation of votes.
Under Kansas Law and the Company's Articles of Incorporation and By-
laws, the aggregate number of votes entitled to be cast by all
stockholders present in person or represented by proxy at the meeting,
whether those stockholders vote "for", "against" or abstain from voting,
will be counted for purposes of determining the minimum number of
affirmative votes required for approval of other proposals presented at
the meeting, and the total number of votes cast "for" a matter will be
counted for purposes of determining whether sufficient affirmative votes
have been cast. An abstention from voting on a matter by a stockholder
present in person or represented by proxy at the meeting has the same
legal effect as a vote "against" the matter even though the stockholder or
interested parties analyzing the results of the voting may interpret such
a vote differently.
MANNER IN WHICH THE PROXIES
WILL BE VOTED
The Company proposes to vote management proxies and all unmarked
proxies for the election of each of the three nominees to the Board, each
to hold office until the next annual meeting and until his successor is
elected and has qualified. In the event that any nominee is not available
to serve as a director at the time of election, which the Company has no
reason to anticipate, proxies may be voted for such substitute nominee as
the Company may propose.
The Board knows of no other matter to be presented at the meeting.
However, if any other matter properly comes before the meeting, the
persons named in the proxy form enclosed will vote in accordance with
their judgment upon such matters. Stockholders who do not expect to
attend in person are urged to execute and return the enclosed form of
proxy. Moreover, it is important that the proxies be returned promptly.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders to be presented at the Company's 2003
annual meeting must be received by the Company's executive office no later
than December 15, 2002 for inclusion in the Proxy Statement.
By Order of the Board of Directors
Chris F. Hotze, President
Wichita, Kansas
April 30, 2002
AMARILLO MESQUITE GRILL, INC.
302 North Rock Road, Suite 200 PROXY
P.O. Box 2817 This Proxy is Solicited on
Wichita, Kansas 67201 Behalf of the Board of Directors
The undersigned hereby appoints Chris F. Hotze and Alan L. Bundy, as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of common stock of
Amarillo Mesquite Grill, Inc., as held of record by the undersigned on April 30
2002, at the annual meeting of stockholders to be held on May 31, 2002, or any
adjournment thereof.
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below
below)
Chris F. Hotze, C. Howard Wilkins, Jr., Alan L. Bundy
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
____________________________________________________________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued on other side)
The proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted for
Proposal 1.
Please sign exactly as name
appears below. When shares are
held by joint tenants, both
should sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.
If a corporation, please sign
in full corporate name by
President or other authorized
officer. If a partnership,
please sign in partnership name
by authorized person.
Dated: ________________, 2002
Signature ______________________________
________________________________________
Signature, if held jointly