FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 14 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 12, 1997
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INTERNATIONAL LEISURE HOSTS, LTD.
(Exact name of registrant as specified in its charter)
Wyoming 0-3858 86-0224163
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1702 E. Highland Ave., Suite 312
Phoenix, Arizona 85016
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (602) 266-0001
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2525 E. Camelback, Suite 275
Phoenix, Arizona 85016
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(Former name or former address, if changes since last report)
Item 1. Changes in Control of Registrant
On March 12, 1997 Paul Lewinthal resigned as Proxy pursuant to an
Irrevocable Proxy Agreement dated February 1, 1995. This Irrevocable Proxy
Agreement is for an aggregate of 466,669 shares of International Leisure Hosts,
Ltd. common stock, which represents 67.2% of the issued and outstanding shares
of the Corporation. These 466,669 shares are owned by various Nicoli family
trusts. William S. Levine and Mark G. Sauder are the successor Co-Proxies
pursuant to this Irrevocable Proxy Agreement which terminates on February 1,
2005.
Item 7 (c ) Exhibits
Irrevocable Proxy dated February 1, 1995 by and among shareholders of
466,669 shares of International Leisure Hosts, Ltd. common stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL LEISURE HOSTS, LTD.
(Registrant)
Dated: 3/25/97 By /s/ Elizabeth A. Nicoli
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Chairperson and President
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IRREVOCABLE PROXY
This IRREVOCABLE PROXY ("Proxy") is made effective as of this
1st day of February, 1995, by and among the shareholders of International
Leisure Hosts, Ltd., a Wyoming corporation (the "Corporation") listed as
signatories of this Proxy (the "Shareholders").
The Shareholders own in the aggregate 466,669 shares (66.8%)
of the issued and outstanding shares of the Common Stock of the Corporation.
The Shareholders believe that it is in their and the
Corporation's best interests to provide for the voting of their Stock by
granting irrevocable proxies in order to secure continuity of policy and
stability of management within the Corporation, provide a constructive
administration of the Corporation, and promote the continuous and uninterrupted
development of the business of the Corporation.
The Shareholders desire to establish and grant herein an
irrevocable proxy with respect to their Stock to achieve their foregoing
objectives and desires.
In consideration of the foregoing and of other good and
valuable consideration, the Shareholders hereby agree as follows:
1. Irrevocable Proxy.
a. The Shareholders individually hereby irrevocably appoint
Paul Lewinthal as their true and lawful attorney and proxy, for and in their
names, with respect to all of their shares of capital stock of the Corporation
of which they are now or hereafter the record or beneficial owners, to vote and
otherwise act, or give written consent in lieu thereof, at all annual, special,
and other meetings of stockholders of the Corporation, and at any other time
such shares of capital stock are required to, or may, be voted or acted upon.
b. Upon the death, resignation or incompetency of Paul
Lewinthal, the Shareholders hereby irrevocably appoint Mark G. Sauder and
William S Levine as successor co-proxies. Upon the death, resignation or
incompetency of either Mark G. Sauder or William S. Levine, the Shareholders
hereby irrevocably appoint Raymond Evarts co-proxy with the remaining
proxyholder. Upon the death, resignation or incompetency of either of the then
acting individual co-proxies, the Shareholders hereby irrevocably appoint The
Northern Trust Company of Arizona as co-proxy. Upon the death, resignation or
incompetency of the remaining then acting individual co-proxy, the Shareholders
hereby irrevocably appoint The Northern Trust Company of Arizona as sole proxy.
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c. During any period in which more than one proxy is serving
hereunder, the co-proxies may appoint, by unanimous consent, a new proxy or
proxies, or successor proxies (including the corporate proxy as long as a new
corporate proxy is appointed in place of the corporate proxy and such new
corporate proxy has assets under its management worst at least One Hundred
Million Dollars) and such designation and appointment shall supersede the
provision of Section 1.a and 1.b hereof. No person acting as proxy hereunder
shall have the power of substitution except as provided in this Section 1.
d. To the extent that more than one person or entity is acting
as proxy hereunder, such proxies may exercise the rights granted herein and vote
and otherwise act only upon the joint concurrence of both proxies.
e. It is understood and agreed that the aforesaid appointments
and proxies granted by the Shareholders are irrevocable and coupled with an
interest within the meaning of Section 17-16.722(d) of the Wyoming Business
Corporation Act (the "Act"), and, except as otherwise provided in Section 2 of
this Proxy, shall not terminate by operation of law, whether by the death,
bankruptcy, or adjudication of incompetency or insanity of any Shareholder, or
the occurrence of any other event. It is further understood and agreed that the
aforesaid appointment and proxy collectively relate to all voting rights,
whether limited, fixed or contingent, with respect to the Shareholders' shares
of the capital stock of the Corporation and do not relate to any other right
incident to their ownership of shares of capital stock of the Corporation,
including, without limitation, the right to receive dividends and any other
distributions on such shares.
2. Term. This Proxy and the appointments of proxies specified in
Section 1 hereof shall terminate on February 1, 2005 or, if earlier, upon the
execution by holders of 70% of the shares of stock then subject to this Proxy of
an instrument of termination which specifies in writing that this Proxy shall be
terminated.
3. Legend on Stock. Each certificate evidencing shares of capital stock
of the Corporation now or hereafter held by any Shareholder shall bear a
statement in substantially the following form:
THE SHARES OF STOCK EVIDENCED BY THE WITHIN CERTIFICATE ARE
SUBJECT TO THE GRANT OF AN IRREVOCABLE PROXY PURSUANT TO AN
IRREVOCABLE PROXY DATED AS OF FEBRUARY 1, 1995, A COPY OF
WHICH IRREVOCABLE PROXY IS ON FILE AT THE PRINCIPAL OFFICE
OF THE CORPORATION.
4. Recapitalization. This Proxy is intended to apply to all shares of
the capital stock of the corporation now or hereafter held by any Shareholder.
In the event of
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any capital reorganization of the Corporation or if any shares of the capital
stock of the Corporation held by a Shareholder shall be reclassified, split,
exchanged or changed in any manner (including by a merger, reorganization or
similar transaction in which the Corporation is not the surviving entity), this
Proxy shall be deemed to apply to all the shares of capital stock received and
owned by such Shareholder.
5. Benefit and Burden. This Proxy shall inure to the benefit of, and
shall be binding upon, the Shareholders and their legatees, distributees,
estates, executors, administrators, personal representatives, and legal
representatives.
6. Modifications. Neither this Proxy nor any provision hereof may be
modified, waived, discharged, or terminated orally, but only by an instrument in
writing executed by holders of 70% of the shares of stock then subject to this
Proxy.
7. Waiver. The failure of any Shareholder to comply or insist upon
compliance with any provision of this Proxy at any time shall not be deemed (i)
to affect the validity or enforceability of this Proxy, (ii) to be a waiver of
any other provisions of this Proxy at such time, or (iii) to be a waiver of that
provision or any other provisions of this Proxy at any other time.
8. Applicable Law. This Proxy shall be construed and enforced in
accordance with the laws of the State of Wyoming.
9. Liability. No person appointed as proxyholder hereunder shall be
liable to any person by reason of any act or omission to act performed or
omitted in connection with any of the rights specified in this Proxy, except for
willful misconduct or gross negligence. The Shareholders shall indemnify and
hold each person or entity acting as proxy harmless from and against any and all
liabilities, losses, cost, and expenses, including reasonable attorneys' fees,
in connection with or arising out of the appointment as proxy or the exercise of
any powers or the performance of any duties as herein provided or contemplated,
except such as may arise from willful misconduct or gross negligence of the
party seeking indemnification.
10. Assumption by Transferees. In the event that, at any time or from
time to time, any shares of capital stock of the Corporation now or hereafter
held by any Shareholder are transferred to any party, the transferee shall take
such shares pursuant to all the provisions, conditions, and covenants of this
Proxy, and, as a condition precedent to the transfer of those shares, the
transferee shall agree in writing for and on behalf of himself, herself, or
itself, his, her, or its legal and personal representatives, and his, her or its
transferees and assigns to be bound by all the provisions of this Proxy as a
party hereto.
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11. Construction. This Proxy is intended to provide for the manner in
which each Shareholders' shares will be voted within the meaning of Section
17-16.731 of the Act.
IN WITNESS WHEREOF, the Shareholders have executed this Proxy
effective as of the day and year first above written.
Elizabeth A. Nicoli Children's Trust dated
12/12/74 for the benefit of Joseph P. Nicoli
By: /s/ Paul Lewinthal
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Paul Lewinthal, Trustee
Elizabeth A. Nicoli Children's Trust dated
12/12/74 for the benefit of Susan Walker
By: /s/ Paul Lewinthal
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Paul Lewinthal, Trustee
Elizabeth A. Nicoli Children's Trust dated
12/12/74 for the benefit of Toni Jo Nicoli
By: /s/ Paul Lewinthal
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Paul Lewinthal, Trustee
J.J. Fisher Trust dated 12/27/76 for the
benefit of Jennifer J. Fisher
By: /s/ Paul Lewinthal
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Paul Lewinthal, Trustee
Jennifer J. Walker Irrevocable Trust dated
12/31/92
By: /s/ Paul Lewinthal
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Paul Lewinthal, Trustee
Shawn D. Walker Irrevocable Trust dated
12/31/92
By: /s/ Paul Lewinthal
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Paul Lewinthal, Trustee
1978 Nicoli Children's Trust for the
benefit of Joseph P. Nicoli, Susan M. Walker
and Toni Jo Nicoli
By: /s/ Anthony J. Nicoli
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Anthony J. Nicoli, Trustee
A. J. Nicoli Charitable Trust
By: /s/ Anthony J. Nicoli
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Anthony J. Nicoli, Trustee
By: /s/ Elizabeth A. Nicoli
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Elizabeth A. Nicoli, Trustee