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
ALL-AMERICAN SPORTPARK, INC.
(Name of Registrant as Specified in Its Charter)
ALL-AMERICAN SPORTPARK, INC.
(Name of Person(s) Filing Proxy Statement)
ALL-AMERICAN SPORTPARK, INC.
6730 SOUTH LAS VEGAS BOULEVARD
LAS VEGAS, NEVADA 89119
(702) 798-7777
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 6, 1999
TO THE SHAREHOLDERS OF ALL-AMERICAN SPORTPARK, INC.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of All-
American SportPark, Inc., a Nevada corporation, will be held at the Pepsi
Pavillion in the All-American SportPark, 121 East Sunset Road, Las Vegas,
Nevada 89119, near the intersection of Las Vegas Boulevard and Sunset Road, on
Monday, December 6, 1999, at 10:00 a.m., Pacific Time, and at any and all
adjournments thereof, for the purpose of considering and acting upon the
following matters:
1. The election of five (5) Directors of the Company to serve until the
next Annual Meeting of Shareholders and until their successors have been duly
elected and qualified.
2. The ratification of the appointment of Arthur Andersen LLP as the
Company's independent auditors; and
3. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of the Common Stock, $.001 par value, Series A Convertible
Preferred Stock and Series B Convertible Stock of the Company of record at the
close of business on November 4, 1999, will be entitled to notice of and to
vote at the Meeting or at any adjournment or adjournments thereof. The proxies
are being solicited by the Board of Directors of the Corporation.
All shareholders, whether or not they expect to attend the Annual Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy and
return it promptly in the enclosed postage-paid envelope which requires no
additional postage if mailed in the United States. The giving of a proxy will
not affect your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
RONALD S. BORETA, PRESIDENT
Las Vegas, Nevada
November 4, 1999
ALL-AMERICAN SPORTPARK, INC.
6730 SOUTH LAS VEGAS BOULEVARD
LAS VEGAS, NEVADA 89119
(702) 798-7777
-------------------------------------
PROXY STATEMENT
-------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 6, 1999
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of All-American SportPark, Inc., a Nevada corporation (the
"Company"), for use at the Company's Annual Meeting of Shareholders to be held
at the Pepsi Pavillion in the All-American SportPark, 121 East Sunset Road,
Las Vegas, Nevada 89119, near the intersection of Las Vegas Boulevard and
Sunset Road, on Monday, December 6, 1999, at 10:00 a.m., Pacific Time, and at
any adjournment thereof. It is anticipated that this Proxy Statement and the
accompanying Proxy will be mailed to the Company's shareholders on or about
November 8, 1999.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated that
solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The Company's Annual Report which consists of the Annual Report on Form
10-KSB for the year ended December 31, 1998, is being simultaneously mailed to
the Company's shareholders, but does not constitute part of these proxy
soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
Common Stock, Series A Convertible Preferred Stock, and Series B Convertible
Preferred Stock. Each share of Common Stock, Series A Convertible Preferred
Stock and Series B Convertible Preferred Stock entitles the holder to one (1)
vote and all such shares vote together as a single class. The holders of the
Series A Convertible Preferred Stock are also entitled to elect one Director.
Only shareholders of record at the close of business on November 4, 1999, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
On November 4, 1999, the Company had 3,000,000 shares of its Common Stock,
500,000 shares of its Series A Convertible Preferred Stock and 250,000 shares
of its Series B Convertible Preferred Stock outstanding. Cumulative voting in
the election of Directors is not permitted.
A majority of the Company's outstanding Common Stock and Preferred Stock
represented in person or by proxy shall constitute a quorum at the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares
entitled to vote owned beneficially, as of November 4, 1999, by any person,
who is known to the Company to be the beneficial owner of 5% or more of the
Company's Common and Preferred Stock, considered as a single class, and, in
addition, by each Executive Officer and Director of the Company and by all
Directors, and Executive Officers of the Company as a group. Information as
to beneficial ownership is based upon statements furnished to the Company by
such persons.
NAME AND ADDRESS OF AMOUNT OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------- -------------------- ----------
Sports Entertainment
Enterprises, Inc. (1) 2,250,000 (2) 60.0%
6370 S. Las Vegas Boulevard
Las Vegas, Nevada 89119
Vaso Boreta 110,000 (3) 2.8%
6370 S. Las Vegas Boulevard
Las Vegas, Nevada 89119
Ronald S. Boreta 435,000 (3) 10.4%
6370 S. Las Vegas Boulevard
Las Vegas, Nevada 89119
Robert R. Rosburg 5,000 (3) 0.1%
49-425 Avenida Club La Quinta
La Quinta, California 92253
William Kilmer 5,000 (3) 0.1%
1500 Sea Breeze Boulevard
Ft. Lauderdale, Florida 33316
Motoharu Iue 0 (4) 0%
666 - 5th Avenue
New York, New York 10103
Three Oceans Inc. 750,000 (5) 20.0%
2001 Sanyo Avenue
San Diego, California 92173
All Directors and Executive 555,000 (6) 12.9%
Officers as a Group (5 persons)
___________________
(1) Sports Entertainment Enterprises, Inc. is a publicly-held corporation of
which Vaso Boreta is President, Director and a principal shareholder; Ronald
S. Boreta is a Director and a principal shareholder; and Robert R. Rosburg and
William Kilmer are Directors. In addition, John Boreta, a son of Vaso Boreta,
and Boreta Enterprises Ltd., a limited liability company owned by Vaso, Ronald
and John Boreta, and ASI Group, LLC, are principal shareholders of Sports
Entertainment Enterprises, Inc. The following sets forth the percentage
2
ownership beneficially held by such persons in Sports Entertainment
Enterprises, Inc.
Vaso Boreta 16.0%
Ronald S. Boreta 6.7%
John Boreta 6.6%
Boreta Enterprises Ltd. 16.0%
Robert Rosburg 0.1%
William Kilmer 0.1%
ASI Group, LLC 31.3%
Boreta Enterprises Ltd. percentage ownership is as follows:
Ronald S. Boreta 68.81%
John Boreta 30.13%
Vaso Boreta 1.06%
(2) Represents 2,000,000 shares of Common Stock and 250,000 shares of Series
B Convertible Preferred Stock held by Sports Entertainment Enterprises, Inc.
(3) Represents shares underlying options exercisable within 60 days held by
the named person. Does not include shares held by Sports Entertainment
Enterprises, Inc. of which such person is an Officer, Director and/or
principal shareholder.
(4) Mr. Iue is President of Three Oceans, Inc. and the shares held by Three
Oceans, Inc. are not being treated as beneficially owned by Mr. Iue.
(5) Represents 500,000 shares of Series A Convertible Preferred Stock held by
Three Oceans Inc. and 250,000 shares of Common Stock underlying stock options
held by Three Oceans, Inc.
(6) Includes shares beneficially held by the five named Directors.
ELECTION OF DIRECTORS
The Bylaws currently provide for a Board of Directors of five (5)
members. The Board of Directors recommends the election as Directors of the
five (5) nominees listed below, to hold office until the next Annual Meeting
of Shareholders and until their successors are elected and qualified or until
their earlier death, resignation or removal. Four (4) of the Directors will
be elected by the holders of the Common Stock and the Series A and Series B
Convertible Preferred Stock voting as a single class, and one (1) Director
will be elected by the holder of the Series A Convertible Preferred Stock.
Each member of the present Board of Directors has been nominated for
reelection. The persons named as "Proxies" in the enclosed form of Proxy will
vote the shares represented by all valid returned proxies in accordance with
the specifications of the shareholders returning such proxies. If at the time
of the Meeting any of the nominees named below should be unable to serve,
which event is not expected to occur, the discretionary authority provided in
the Proxy will be exercised to vote for such substitute nominee or nominees,
if any, as shall be designated by the Board of Directors.
The following table sets forth the name and age of each nominee for
Director, indicating all positions and offices with the Company presently
held, and the period during which each person has served as a Director:
3
POSITIONS AND OFFICES
NAME AGE HELD AND TERM AS A DIRECTOR
- --------------- --- --------------------------------------
Vaso Boreta 66 Chairman of the Board and Director
since 1984
Ronald S. Boreta 36 President, Chief Executive Officer,
Treasurer and Director since 1984
Robert S. Rosburg 72 Director since 1994
William Kilmer 59 Director since 1994
Motoharu Iue 61 Director since 1997
Except for the fact that Vaso Boreta and Ronald Boreta are father and
son, respectively, there is no family relationship between any Director or
Officer of the Company.
In February 1998, the Company established an audit committee whose
members are William Kilmer and Robert Rosburg, both of whom are independent
Directors of the Company. The Company presently has no compensation or
nominating committee, but has agreed to establish a compensation committee.
Set forth below are the names of all Directors and Executive Officers of
the Company, all positions and offices with the Company held by each such
person, the period during which he has served as such, and the principal
occupations and employment of such persons during at least the last five
years:
VASO BORETA has served as Chairman of the Board of Directors since August
1994, and has been an Officer and Director of the Company since its formation
in 1984. He has also been an officer and director of the Company's Parent,
Sports Entertainment Enterprises, Inc., since 1988. In 1974, Mr. Boreta first
opened a specialty business named "Las Vegas Discount Golf & Tennis," which
retailed golf and tennis equipment and accessories. He was one of the first
retailers to offer golf merchandise at a discount. He also developed a major
mail order catalog sales program from his original store. Mr. Boreta
continues to operate his original store, which has been moved to a new
location near the corner of Flamingo and Paradise roads in Las Vegas. Mr.
Boreta devotes approximately 10% of his time to the business of the Company,
and the balance to the Company's Parent and to operating his store.
RONALD S. BORETA has served as President of the Company since 1992, Chief
Executive Officer since August 1994, and a Director since its inception in
1984. He also served as an officer and director of the Company's Parent,
Sports Entertainment Enterprises, Inc., from 1988 until July 1994, and he
continues to serve as a director. He has been employed by the Company since
its inception in March 1984, with the exception of a 6-month period in 1985
when he was employed by a franchisee of the Company located in San Francisco,
California. Prior to his employment by the Company, Mr. Boreta was an
assistant golf professional at San Jose Municipal Golf Course in San Jose,
California, and had worked for two years in the areas of sales and warehousing
activities with a golf discount store in South San Francisco, California. Mr.
Boreta devotes 100% of his time to the business of the Company.
ROBERT R. ROSBURG has served as a Director of the Company since August
1994, and has been a director of the Company's Parent, Sports Entertainment
4
Enterprises, Inc., since November 1989. Mr. Rosburg has been a professional
golfer since 1953. From 1953 to 1974 he was active on the Professional Golf
Association tours, and since 1974 he has played professionally on a limited
basis. Since 1975 he has been a sportscaster on ABC Sports golf tournament
telecasts. Since 1985 he has also been the Director of Golf for Rams Hill
Country Club in Borrego Springs, California. Mr. Rosburg received a
Bachelor's Degree in Humanities from Stanford University in 1948.
WILLIAM KILMER has served as a Director of the Company since August 1994,
and has been a director of the Company's Parent, Sports Entertainment
Enterprises, Inc., since July 1990. Mr. Kilmer is a retired professional
football player, having played from 1961 to 1978 for the San Francisco
Forty-Niners, the New Orleans Saints and the Washington Redskins. Since 1978,
he has toured as a public speaker and also has served as a television analyst.
Mr. Kilmer received a Bachelor's Degree in Physical Education from the
University of California at Los Angeles.
MOTOHARU IUE has served as a Director of the Company since April 1997.
Mr. Iue has served as Chairman of the Board of Sanyo North America Corporation
("Sanyo") and President of Three Oceans Inc. ("Three Oceans") since October
1996. Mr. Iue previously served as President of Sanyo and as Chairman of the
Board of Three Oceans from 1992 to 1996 and still serves as Chief Executive
Officer of Sanyo and Three Oceans. From 1989 to 1992, he was Executive Vice
President of Tottori Sanyo Electric Co., Ltd. All three companies are
affiliates of Sanyo Electric Co., Ltd. ("Sanyo Electric"), and Three Oceans
Inc. is a shareholder of the Company. Mr. Iue has bee a director of Sanyo
Electric since 1977.
KIRK HARTLE (age 33) has served as the Company's Chief Financial Officer
since June 1, 1999, and he has been employed by the Company since April 5,
1999. From January 1996 to March 1999, Mr. Hartle was a Senior Manager with
KPMG Peat Marwick LLP in Las Vegas, Nevada, where he managed financial audits
of public and private companies. From August 1988 to April 1992 and from
December 1993 to December 1995, he was a Manager for Deloitte & Touche LLP in
Las Vegas, Nevada, where he managed financial audits. From April 1992 to
December 1993, Mr. Hartle was Corporate Controller for The Ribiero
Corporation, a real estate development and property management company, with
operations in Las Vegas and Reno, Nevada. He received a B.S. Degree in
Business Administration/Accounting from the University of Nevada, Las Vegas,
in 1988. Mr. Hartle is a Certified Public Accountant in the State of Nevada.
Three Oceans, Inc., as sole holder of the Company's Series A Convertible
Preferred Stock, has the right to elect one Director of the Corporation and
has nominated Motoharu Iue to be re-elected as a Director at the Annual
Meeting of Shareholders.
The Company's Board of Directors and Audit Committee held no formal
meetings during the fiscal year ended December 31, 1998. However, the Board
of Directors did take action by unanimous consent on a number of occasions.
The Company's executive officers hold office until the next annual
meeting of directors of the Company, which currently is scheduled for December
6, 1999. There are no known arrangements or understandings between any
director or executive officer and any other person pursuant to which any of
the above-named executive officers or directors was selected as an officer or
director of the Company.
5
SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE
Based solely on a review of the Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
director, officer or beneficial owner of more than 10% of the Company's common
stock, failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act during the most recent fiscal year.
EXECUTIVE COMPENSATION
The following table sets forth information regarding the executive
compensation for the Company's President and each other executive officer who
received compensation in excess of $100,000 for the years ended December 31,
1998, 1997 and 1996 from the Company:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------ ----------------- ---------------
SECURI-
TIES
UNDERLY-
OTHER RE- ING ALL
ANNUAL STRICTED OPTIONS/ OTHER
NAME AND PRINCIPAL COMPEN- STOCK SARs LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARD(S) (NUMBER) PAYOUTS SATION
- ------------------ ---- -------- -------- ------- -------- ------- ------- ------
Ronald S. Boreta, 1998 $100,000 -- $39,348 -- 435,000 -- --
President and CEO <FN1>
1997 $101,000 $100,000 $58,183 -- 435,000 -- $4,231
<FN2> <FN3>
1996 $120,000 $ 5,500 $39,160 -- 325,000 -- $8,265
<FN3>
Charles Hohl, 1996 $100,000 $ 22,000 $10,000 -- -- -- --
Executive Vice <FN4>
President
Kevin B. Donovan, 1998 $100,000 -- $ 6,410 -- -- -- --
Vice President <FN5>
of New Business 1997 $117,166 $ 25,000 $ 6,212 -- 10,000 -- --
Development
________________
<FN>
<FN1> Represents amounts paid for country club memberships for Ronald S. Boreta, an
automobile for his personal use, and contributions made by the Company to
retirement plans on his behalf. For 1998, these amounts were $11,148 for club
memberships, $7,200 for an automobile and $21,000 to the Company's Supplemental
Retirement Plan.
<FN2> Ronald Boreta received $68,202 of this bonus in 1998.
<FN3> Represents premiums paid on a life insurance policy for Ronald S. Boreta's
benefit.
<FN4> Represents amount contributed to the Company's retirement plan on behalf of Mr.
Hohl. Mr. Hohl's employment as Executive Vice- President ended on February 26,
1997.
6
<FN5> Represents $6,410 paid for an automobile provided for Mr. Donovan's personal
use. Mr. Donovan's employment as Vice President of New Business Development
ended in 1998.
</FN>
OPTION/SAR GRANTS IN LAST FISCAL YEAR - INDIVIDUAL GRANTS
PERCENT
NUMBER OF OF TOTAL
SECURITIES OPTIONS/SARs
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARs EMPLOYEES IN OR BASE EXPIRATION
NAME GRANTED(#) FISCAL YEAR PRICE($/SH) DATE
- --------------- ------------ ------------ ---------- ----------
Ronald S. Boreta -0- -0- -0- -0-
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
SECURITIES
UNDERLYING VALUE OF UNEXER-
SHARES UNEXERCISED CISED IN-THE
ACQUIRED OPTIONS MONEY OPTIONS/
ON SARs AT FY-END SARs AT FY-END
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (NUMBER) REALIZED UNEXERCISABLE UNEXERCISABLE
- ---------------- -------- -------- -------------- ---------------
Ronald S. Boreta -0- -0- 435,000 / 0 $0 / $0
EMPLOYMENT AGREEMENTS
Effective August 1, 1994, the Company entered into an employment
agreement with Ronald S. Boreta, the Company's President and Chief Executive
Officer, pursuant to which he receives a base salary of $100,000 per year plus
annual increases as determined by the Board of Directors. His salary was
increased to $120,000 for the year ended December 31, 1996 and returned to
$100,000 for the year ended December 31, 1997. The employment agreement is
automatically extended for additional one year periods unless 60 days' notice
of the intention not to extend is given by either party. In addition to his
base salary, Ronald S. Boreta also will receive a royalty equal to 2% of all
gross revenues directly related to the All-American SportPark and Slugger
Stadium concepts. However, such royalty is only payable to the extent that
the Company's annual consolidated income before taxes after the payment of the
royalty exceeds $1,000,000. Ronald S. Boreta also receives the use of an
automobile, for which the Company pays all expenses, and full medical and
dental coverage. The Company also pays all dues and expenses for membership
at two local country clubs at which Ronald S. Boreta entertains business
contacts for the Company. Ronald S. Boreta has agreed that for a period of
three years from the termination of his employment agreement that he will not
engage in a trade or business similar to that of the Company.
In June 1997, a majority of the Company's Board of Directors awarded a
$100,000 bonus to Ronald S. Boreta for his extraordinary services related to
the raising of capital and development of the Company's Las Vegas SportPark.
$68,202 of this bonus was paid in October 1998.
Effective October 1, 1996, the Company entered into a one-year employment
agreement with Kevin B. Donovan, pursuant to which he received a base salary
of $100,000 per year. In addition to his base salary, Mr. Donovan received a
7
$25,000 bonus upon the opening of a portion of the All-American SportPark, and
received a commission of 5% of all sponsorship sales related to the
All-American SportPark. Mr. Donovan also received the use of an automobile
provided by the Company. Mr. Donovan's employment agreement ended on
September 30, 1997, but his employment continued on the same terms through
November 10, 1998 when Mr. Donovan's employment terminated.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company do not receive any fees
for Board meetings they attend but are entitled to be reimbursed for
reasonable expenses incurred in attending such meetings.
STOCK OPTION PLAN
During July 1994, the Board of Directors adopted a Stock Option Plan (the
"Plan"). The Plan originally authorized the issuance of options to purchase
up to 300,000 shares of the Company's Common Stock.
The Plan allows the Board to grant stock options from time to time to
employees, officers, directors and consultants of the Company. The Board has
the power to determine at the time the option is granted whether the option
will be an Incentive Stock Option (an option which qualifies under Section 422
of the Internal Revenue Code of 1986) or an option which is not an Incentive
Stock Option. Vesting provisions are determined by the Board at the time
options are granted. The option price for any option will be no less than the
fair market value of the Common Stock on the date the option is granted.
Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company will not
record any expense upon the grant of options, regardless of whether or not
they are incentive stock options. Generally, there will be no federal income
tax consequences to the Company in connection with Incentive Stock Options
granted under the Plan. With regard to options that are not Incentive Stock
Options, the Company will ordinarily be entitled to deductions for income tax
purposes of the amount that option holders report as ordinary income upon the
exercise of such options, in the year such income is reported.
In August 1994, the Board of Directors granted stock options to persons
who were then Officers and Directors of the Company, to purchase shares of the
Company's Common Stock at $5.00 per share. These options expired on August 8,
1999.
In April 1996, the Company's Board of Directors approved increases in the
number of shares of Common Stock which may be issued under the Plan from
500,000 to 700,000, subject to approval by the Company's shareholders which
was obtained in April 1997. Also in April 1996, the Company's Board of
Directors granted stock options as indicated below that were still outstanding
as of November 4, 1999. On June 9, 1997, each of these options were reissued
for the same number of shares at a new exercise price of $3.0625 per share.
8
RELATIONSHIP SHARES SUBJECT
NAME TO THE COMPANY TO OPTION
- ---------------- -------------------- --------------
Joel Rubenstein Consultant 10,000
Ronald S. Boreta Officer and Director 125,000
Ronald S. Boreta Officer and Director 200,000 (1)
Ted Abbruzzese Consultant 10,000
Jeff Gordon Consultant 10,000 (2)
Hal Price Consultant 1,000
___________________
(1) This option was not to vest until the Company completed a transaction
with a major business or investor that made it probable that the
Company will be able to pursue its plan of building and operating
Sportparks. This condition was met in September 1996 as a result of the
investment by Three Oceans, Inc. of $5,000,000 in the Company.
(2) This option is currently vested as to all 10,000 shares.
401(k) PLAN
The Company's Parent maintains a 401(k) employee retirement and savings
program (the "401(k) Plan") which covers the Company's employees. Under the
401(k) Plan, an employee may contribute up to 15% of his or her gross annual
earnings, subject to a statutory maximum, for investment in one or more funds
identified under the plan. The Company's Parent makes matching contributions
equal to 50% of participants' contributions up to six percent of the
participants salary.
SUPPLEMENTAL RETIREMENT PLAN
In November 1996, the Company and its majority shareholder established a
Supplemental Retirement Plan, pursuant to which certain employees selected by
the Company's Chief Executive Officer receive benefits based on the amount of
compensation elected to be deferred by the employee and the amount of
contributions made on behalf of the employee by the Company. Company
contributions to the Supplemental Retirement Plan are immediately vested for
Category I employees, and vest 20% per year of employment for Category II
employees. Vested amounts under the Supplemental Retirement Plan are paid out
over 5 to 20 years upon retirement, disability, death or termination of
employment.
For 1998 and 1997, Ronald S. Boreta (the President of the Company) was
designated as a Category I employee. The Company made contributions in both
years to the Supplemental Retirement Plan on behalf of Ronald S. Boreta in the
amount of $25,000.
The Company has contributed approximately $13,000 to the Supplemental
Retirement Plan through October 1999.
1998 STOCK INCENTIVE PLAN
Effective in October 1998, the Board of Directors approved, subject to
stockholder approval, the 1998 Stock Incentive Plan (the "Plan"), and the
Company's shareholders approved the Plan during December 1998. The Plan
authorizes the issuance of up to 750,000 shares of Common Stock pursuant to
awards thereunder.
9
The purpose of the Plan is to advance the interests of the Company and
its subsidiaries by enhancing their ability to attract and retain employees
and other persons or entities who are in a position to make significant
contributions to the success of the Company and its subsidiaries, through
ownership of shares of Stock of the Company and cash incentives. The Plan is
intended to accomplish these goals by enabling the Company to grant awards in
the form of options, stock appreciation rights, restricted stock or
unrestricted stock awards, deferred stock awards, or performance awards (in
cash or stock), other stock-based awards, or combinations thereof, all as more
fully described below.
GENERAL. The Plan will be administered and awards granted by the
Company's Board of Directors (the "Board"). Key employees of the Company and
its subsidiaries and other persons or entities, not employees of the Company
and its subsidiaries, who are in a position to make a significant contribution
to the success of the Company or its subsidiaries are eligible to receive
awards under the Plan. In addition, individuals who have accepted offers of
employment from the Company and who the Company reasonably believes will be
key employees upon commencing employment with the Company ("New Hires") are
eligible to receive awards under the Plan.
STOCK OPTIONS. The exercise price of an incentive stock option ("ISO")
granted under the Plan or an option intended to qualify for the performance-
based compensation exception under Section 162(m) of the Code may not be less
than 100% of the fair market value of the Stock at the time of grant. The
exercise price of a non-ISO granted under the Plan is determined by the Board.
Options granted under the Plan will expire and terminate not later than 10
years from the date of grant. The exercise price may be paid in cash or by
check, bank draft or money order, payable to the order of the Company.
Subject to certain additional limitations, the Board may also permit the
exercise price to be paid with Stock, a promissory note, an undertaking by a
broker to deliver promptly to the Company sufficient funds to pay the exercise
price, or a combination of the foregoing.
STOCK APPRECIATION RIGHTS (SARs). Stock appreciation rights ("SARs") may
be granted either alone or in tandem with stock option grants. Each SAR
entitles the holder on exercise to receive an amount in cash or Stock or a
combination thereof (such form to be determined by the Board) determined in
whole or in part by reference to appreciation in the fair market value of a
share of Stock. SARs may be based solely on appreciation in the fair market
value of Stock or on a comparison of such appreciation with some other measure
of market growth. The data at which such appreciation or other measure is
determined shall be the exercise date unless another date is specified by the
Board. If an SAR is granted in tandem with an option, the SAR will be
exercisable only to the extent the option is exercisable. To the extent the
option is exercised, the accompanying SAR will cease to be exercisable, and
vice versa. An SAR not granted in tandem with an option will become
exercisable at such time or times, and on such conditions, as the Board may
specify.
RESTRICTED AND UNRESTRICTED STOCK AWARDS: DEFERRED STOCK. The Plan
provides for awards of nontransferable shares of restricted Stock subject to
forfeiture ("Restricted Stock"), as well as awards of unrestricted shares of
Stock. Except as otherwise determined by the Board, shares of Restricted
Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until the end of the applicable restriction period and the
satisfaction of any other conditions or restrictions established by the Board.
Other awards under the Plan may also be settled with Restricted Stock. The
Plan also provides for deferred grants entitling the recipient to receive
10
shares of Stock in the future at such times and on such conditions as the
Board may specify.
OTHER STOCK-BASED AWARDS. The Board may grant other types of awards
under which stock is or may in the future be acquired. Such awards may
include debt securities convertible into or exchangeable for shares of Stock
upon such conditions, including attainment of performance goals, as the Board
may determine.
PERFORMANCE AWARDS. The Plan provides that at the time any stock
options, SARs, stock awards (including restricted stock, unrestricted stock or
deferred stock) or other stock-based awards are granted, the Board may impose
the additional condition that performance goals must be met prior to the
participant's realization of any vesting, payment or benefit under the award.
In addition, the Board may make awards entitling the participant to receive an
amount in cash upon attainment of specified performance goals.
GRANT UNDER PLAN. Effective February 16, 1999, the Board of Directors
awarded to Ronald S. Boreta stock appreciation rights ("SARs") as to 125,000
shares, independent of any stock option under the Plan. The base value of the
SARs is equal to $6.00 per share, however, no SAR may be exercised unless and
until the market price of the Company's Common Stock equals or exceeds $10.00
per share. The maximum amount to be paid to Ronald S. Boreta on the exercise
of all 125,000 SARs is $500,000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Sports Entertainment Enterprises, Inc. ("SPEN"), a publicly-held
corporation, owns 66.7% of the Company's outstanding Common Stock and all of
the Company's outstanding Series B Convertible Preferred Stock. Vaso Boreta,
the Company's Chairman of the Board, is an Officer, Director and principal
shareholder of SPEN. Ronald S. Boreta, President and a Director of the
Company, is a Director and principal shareholder of SPEN. Robert S. Rosburg
and William Kilmer, Directors of the Company, are also Directors of SPEN. In
addition, John Boreta, the son of Vaso Boreta and the brother of Ronald S.
Boreta, is a principal shareholder of SPEN.
Until August 1, 1994, the Company and SPEN shared the expenses of
jointly-used facilities and administrative and accounting personnel on a 50-50
basis under a verbal agreement. Since August 1, 1994, the Company and SPEN
have allocated these costs on a pro rata basis based on which entity receives
the benefit of the particular expense. With respect to the lease for the
office and warehouse facilities, starting July 1, 1996 SPEN paid 33% of the
monthly lease payments and the Company paid 67%. The Company has now
terminated the lease and moved to Company owned facilities at the Callaway
Golf Center[TM].
Effective August 1, 1994, SPEN also agreed to purchase, warehouse and
make available to the Company and its franchisees certain merchandise. In
exchange, the Company agreed to pay $350,000 from the proceeds of its December
1994 initial public offering to retire certain bank indebtedness described
below.
Through February 1997, certain facilities used by the Company and SPEN
were leased by the Company from Vaso Boreta, the Company's Chairman of the
Board. SPEN leased approximately 15,500 square feet of warehouse space and
6,000 square feet of office space from Mr. Boreta at a base monthly rent of
$13,000. The Board of Directors of the Company believes that the terms of
this lease were at least as favorable as those which could have been obtained
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from an unaffiliated entity. When the golf distribution business was sold in
February 1997, the rent decreased to $4,230 and was reduced further to $1,830
beginning in December 1998. Effective May 1999, the monthly rent decreased to
$1,130.
Vaso Boreta, the Company's Chairman of the Board, loaned the Company a
total of $1,780,000 and $600,000 in 1998 and 1997, respectively. These loans
are evidenced by a demand note bearing interest at ten percent per annum.
Approximately $220,000 of these amounts were paid back in late March 1999.
During September 1997, a majority of the Board of Directors of the
Company agreed to sell the Company's rights to the St. Andrews name to Boreta
Enterprises, Ltd. for a $20,000 two-year promissory note since the Company has
committed all of its efforts to the development and management of the
All-American SportPark and no longer intends to engage in the business of
selling golf equipment or apparel.
On September 15, 1998 the Company completed a $13,500,000 secured loan
with Nevada State Bank. This loan was secured by all of the assets of the
Company that existed at that time and by the personal guarantees of Vaso
Boreta and Ron Boreta. In addition, the landlord of the property where the
Company's Las Vegas SportPark is located was required to subordinate its
claims against the Company to Nevada State Bank. In consideration, Vaso
Boreta, Ron Boreta and Boreta Enterprises pledged all of their shares of SPEN
to the landlord and the landlord was issued 75,000 stock options exercisable
at $4.00 per share through the year 2005.
A majority of the Company's Board of Directors believes that the terms of
the above transactions were on terms no less favorable to the Company than if
the transactions were with unaffiliated third parties.
INDEPENDENT ACCOUNTANTS
The independent accounting firm of Arthur Andersen LLP audited the
financial statements of the Company for the year ended December 31, 1998, and
has been selected in such capacity for the current fiscal year. At the
direction of the Board of Directors, this appointment is being presented to
the shareholders for ratification or rejection at the Annual Meeting of
Shareholders. If the Shareholders do not ratify the appointment of Arthur
Andersen LLP the appointment of auditors will be reconsidered by the Board of
Directors.
It is expected that representatives of Arthur Andersen LLP will be
present at the meeting and will be given an opportunity to make a statement if
they desire to do so. It is also expected that the representatives will be
available to respond to appropriate questions from shareholders.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not
aware of any other matter to be presented at the Meeting other than as set
forth herein. However, if any other matters are properly brought before the
Meeting, the shares represented by valid proxies will be voted with respect to
such matters in accordance with the judgment of the persons voting them. A
majority vote of the shares represented at the meeting is necessary to approve
any such matters.
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ANNUAL REPORT
The Company's Annual Report on Form 10-KSB for the fiscal year ending
December 31, 1998, accompanies this Proxy Statement. The Annual Report is not
incorporated into this Proxy Statement and is not to be considered part of the
solicitation material.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN JULY 2000
Any proposal by a shareholder intended to be presented at the Company's
Annual Meeting of Shareholders scheduled to be held in July 2000 must be
received at the offices of the Company, 6730 South Las Vegas Boulevard, Las
Vegas, Nevada 89119, a reasonable amount of time prior to the printing and
mailing of the proxy materials in order to be included in the Company's proxy
statement and proxy relating to that meeting.
RONALD S. BORETA, PRESIDENT
Las Vegas, Nevada
November 4, 1999
13
P R O X Y
ALL-AMERICAN SPORTPARK, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ronald S. Boreta, with the power to
appoint his substitute, and hereby authorizes him to represent and to vote as
designated below, all the shares of Common and Preferred Stock of All American
SportPark, Inc. held of record by the undersigned on November 4, 1999, at the
Annual Meeting of Shareholders to be held on December 6, 1999, or any
adjournment thereof.
1. Election of Directors:
___ FOR all nominees listed below
___ FOR all nominees except as crossed out below:
Vaso Boreta Robert R. Rosburg
Ronald S. Boreta William Kilmer
[INSTRUCTION: To withhold authority to vote for any individual nominee, cross
out that nominee's name above.]
2. The ratification of the appointment of Arthur Andersen LLP as the
Company's independent auditors.
____ FOR ____ AGAINST ____ ABSTAIN
3. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders, Proxy Statement and Annual Report.
Dated: __________________________ ____________________________________
Signature(s) of Shareholder(s)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALL-AMERICAN
SPORTPARK, INC. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED PRE-ADDRESSED
ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF
YOU ATTEND THE MEETING.