SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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
[X] Definitive Proxy Statement [ ] Commission Only (as permitted by
[ ] Definitive Additional Materials [ ] Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Million Dollar Saloon, Inc.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
(214) 691-6757
November 1, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Million Dollar Saloon, Inc. (the "Company") to be held at 10:00 a.m., Central
Standard Time, on Friday, December 1, 2000, at the corporate offices, 6848
Greenville Avenue, Dallas, Texas 75231.
This year you will be asked to consider two proposals concerning the
election of directors and ratification of the appointment of the Company's
independent public accountants, respectively. These matters are explained more
fully in the attached proxy statement, which you are encouraged to read.
The Board of Directors recommends that you approve the proposals and
urges you to return your signed proxy card at your earliest convenience, whether
or not you plan to attend the annual meeting.
Thank you for your cooperation.
Sincerely,
/s/ Dewanna Ross
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Dewanna Ross
Chief Operating Officer and Secretary
MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
(214) 691-6757
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 1, 2000
Notice is hereby given that the Annual Meeting of the Stockholders of
Million Dollar Saloon, Inc., a Nevada corporation (the "Company"), will be held
on December 1, 2000, at 10:00 a.m., Central Standard Time, at the corporate
offices, 6848 Greenville Avenue, Dallas, Texas 75231, for the following
purposes:
(1) To elect three (3) directors of the Company to hold office
until the next Annual Meeting of Stockholders or until
their respective successors are duly elected and qualified;
(2) To ratify the appointment of S. W. Hatfield + Associates as
independent public accountants for the Company; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof.
The holders of record of common stock of the Company at the close of
business on October 24, 2000, will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dewanna Ross
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Dewanna Ross
Chief Operating Officer and Secretary
MILLION DOLLAR SALOON, INC.
6848 Greenville Ave.
Dallas, Texas 75231
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 1, 2000
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SOLICITATION AND REVOCABILITY OF PROXIES
A Proxy in the accompanying form is being solicited by the Board of
Directors of Million Dollar Saloon, Inc. (the "Company") for use at the
Company's Annual Meeting of Stockholders (the "Meeting") to be held at the
corporate offices, 6848 Greenville Avenue, Dallas, Texas 75231, at 10:00 a.m.
Central Standard Time, on December 1, 2000, and at any adjournment thereof. The
Company will bear the cost of such solicitation, including charges and expenses
of brokerage firms, banks and others for forwarding solicitation material to
beneficial owners. In addition to the use of the mails, Proxies may be solicited
by officers and employees of the Company, without remuneration, by personal
contact, telephone or facsimile. Proxies, together with copies of this Proxy
Statement, are being mailed to stockholders of the Company on or about November
1, 2000.
Execution and return of the enclosed Proxy will not in any way affect a
stockholder's right to attend the Meeting and to vote in person, and any
stockholder giving a Proxy has the power to revoke it at any time before it is
voted by filing with the Secretary of the Company a written revocation or duly
executed Proxy bearing a later date. A Proxy, when executed and not revoked,
will be voted in accordance with the instructions thereon. In the absence of
specific instructions, Proxies will be voted by the individuals named in the
Proxy "FOR" the election as directors of those three nominees named in this
Proxy Statement, "FOR" the proposal to ratify the appointment of S. W. Hatfield
+ Associates as independent public accountants for the Company, and in
accordance with their best judgment on all other matters that may properly come
before the Meeting.
VOTING SECURITIES AND QUORUM
Stockholders of record at the close of business on October 24, 2000
(the "Record Date"), are entitled to notice of and to vote at the Meeting. On
the Record Date, the Company had issued and outstanding 5,731,778 shares of
$0.001 par value common stock (the "Common Stock"). The presence, in person or
by Proxy, of the holders of a majority of the issued and outstanding shares of
Common Stock is necessary to constitute a quorum at the Meeting. Each holder of
Common Stock will be entitled to one vote per share held. Neither the Articles
of Incorporation, as amended, nor the Bylaws of the Company provide for
cumulative voting rights.
The favorable vote of the holders of a majority of the shares of Common
Stock present in person or by Proxy at the Meeting is required for the approval
of matters presented at the Meeting, except as to the election of directors, the
three individuals receiving the greatest number of votes shall be deemed elected
even though not receiving a majority.
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MATTERS TO COME BEFORE THE MEETING
Proposal 1: Election of Directors
At the Meeting, three directors constituting the entire Board of
Directors are to be elected. All directors of the Company hold office until the
next annual meeting of stockholders or until their respective successors are
duly elected and qualified or their earlier resignation or removal.
It is the intention of the persons named in the Proxies to vote the
Proxies for the election of the nominees named below, unless otherwise specified
in any particular Proxy. The management of the Company does not contemplate that
any of the nominees will become unavailable for any reason, but if that should
occur before the Meeting, Proxies will be voted for another nominee, or other
nominees, to be selected by the Board of Directors. A stockholder entitled to
vote for the election of directors may withhold authority to vote for certain
nominees for director or may withhold authority to vote for all nominees for
director. The director nominees receiving a plurality of the votes of the
holders of shares of Common Stock, present in person or by Proxy at the Meeting
and entitled to vote on the election of directors, will be elected directors.
Abstentions and brokers non-votes (i.e., shares held in street name for which
the record holder does not have discretionary authority to vote) will not be
treated as a vote for or against any particular director nominee and will not
affect the outcome of the election.
The persons listed below have been nominated by the Board of Directors
as nominees for election to fill the three director positions.
Nominee Age Position with the Company Director Since
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Nick Mehmeti(1) 42 President, Chief Executive Officer January 2000
and Director
Duncan Burch(1) 42 Executive Vice President and January 2000
Director
Dewanna Ross(2) 44 Chief Operating Officer, Vice 1995
President of Operations, Secretary,
Treasurer and Director
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(1) On January 18, 2000, Messrs. Mehmeti and Burch were elected directors of
the Company. On January19, 2000, Mr. Mehmeti was elected as the President
and Chief Executive Officer of the Company and Mr. Burch was elected as
Executive Vice President of the Company. See "Security Ownership of Certain
Beneficial Owners and Management-- Change in Control."
(2) On January 19, 2000, Ms. Ross resigned as President and Chief Executive
Officer of the Company and was elected as Vice President of Operations and
Chief Operating Officer. See "Security Ownership of Certain Beneficial
Owners and Management-- Change in Control."
Information Regarding Nominees For Election As Directors
Background of Nominees for Director
Nick Mehmeti has served as the Company's President, Chief Executive
Officer and a director since January 2000. For at least the last fifteen years
Mr. Mehmeti and his affiliates have owned and operated restaurants and adult
cabarets in the Dallas-Fort Worth Metroplex. Mr. Mehmeti will devote as much of
his time as is necessary to perform his duties as President, Chief Executive
Officer and a director of the Company.
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Duncan Burch has served as the Company's Executive Vice President and a
director since January 2000. Mr. Burch and his affiliates have owned and
operated restaurants and adult cabarets in the Dallas-Fort Worth Metroplex for
at least the past ten years. Mr. Burch will devote as much of his time as is
necessary to perform his duties as an officer and a director of the Company.
Dewanna Ross has served in various positions with the Company since
1995. Ms. Ross has served as a director of the Company since 1995 and as
President and Chief Executive Officer of the Company from July 1999 to January
2000. In January 2000, she was elected Vice President of Operations and Chief
Operating Officer of the Company. Ms. Ross is responsible for the development of
the corporate procedures, including the hiring and training of corporate staff
and the day-to-day operations of the Company's Million Dollar Saloon. Ms. Ross
has also served as an officer and operator of a private club and as an officer
of other businesses. Ms. Ross has a Bachelor of Arts degree from the University
of Texas at Dallas.
Board of Directors and Committee Meetings Attendance
During the fiscal year ended December 31, 1999, the Board acted on four
occasions by written unanimous consent of the Board of Directors in lieu of
meeting. The Company does not have any committees. The Company currently does
not pay a director fee for attending scheduled and special meetings of the Board
of Directors. The Company pays expenses of all of its directors in attending
meetings.
Proposal 2: Ratify the Appointment of Independent Public Accountants
The Board of Directors of the Company has appointed S. W. Hatfield +
Associates, independent public accountants to serve as independent auditors of
the Company and to audit its consolidated financial statements for fiscal year
2000, subject to approval by stockholders at the Meeting. To the knowledge of
management of the Company, neither such firm nor any of its members has any
direct or materially indirect financial interest in the Company, or any
connection with the Company in any capacity otherwise than as independent public
accountants.
Although stockholder ratification and approval of this appointment is
not required by law or otherwise, and in keeping with the Company's policy that
its stockholders should be entitled to a voice in this regard as a matter of
good corporate practice, the Board of Directors is seeking ratification of this
appointment. If the appointment is not ratified, the Board of Directors must
then determine whether to appoint other auditors, and in such case, the vote of
stockholders will be taken into consideration.
The following resolution concerning the appointment of independent
auditors will be offered at the Meeting:
RESOLVED, that the appointment by the Board of Directors of
the Company of S. W. Hatfield + Associates to audit the consolidated
financial statements and related books, records, and accounts of the
Company and its subsidiaries for the fiscal year 2000 is hereby
ratified.
The enclosed Proxy will be voted as specified, but if no specification
is made, it will be voted in favor of the adoption of the resolution of
ratification.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of October24,
2000 relating to the beneficial ownership of shares of Common Stock by (i) each
person who owns beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each executive officer of the
Company, and (iv) all executive officers and directors of the Company as a
group.
Number Percentage of
Name(1) of Shares Common-Stock-Owned
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Nick Mehmeti(2)................................. 2,419,787(3) 39.5%
Duncan Burch(2)................................. 2,075,787(3) 33.9%
Dewanna Ross(4)................................. 34,350(5) *
Ronald W. Johnston(6)........................... 1,987 *
J.M. Tibbals as Trustee for The Irrevocable
Equity Trust No. 1(7)........................ 451,558 7.9%
Officers and Directors as a group (4 persons)... 4,131,911(8) 67.4%
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*Less than 1%
(1) Unless otherwise indicated, the persons listed have sole voting and
investment powers with respect to all such shares.
(2) Mr. Mehmeti is the President, Chief Executive Officer and a director of the
Company and Mr. Burch is the Executive Vice President and a director of the
Company. The mailing address for Messrs. Mehmeti and Burch is c/o the
Company, 6848 Greenville Ave., Dallas, Texas 75231.
(3) Includes an option to purchase 400,000 shares of the Common Stock of the
Company for $440,000 ($1.10 per share) which is jointly owned by Messrs.
Mehmeti and Burch and may be exercised in whole or in part at any time
until October 18, 2004 when the option expires. See "Change in Control"
below.
(4) Dewanna Ross is the Chief Operating Officer, Vice President of Operations,
Secretary, Treasurer and a director of the Company.
(5) Includes 4,000 shares owned by Ms. Ross and 30,350 shares held in a
custodian account for the benefit of Solon Weaver. Ms. Ross disclaims any
ownership interest in the 30,350 shares held in the custodian account, but
she does have voting authority of such shares.
(6) Mr. Johnston is the Chief Financial Officer and Vice President of Finance
of the Company.
(7) The mailing address for The Irrevocable Equity Trust No. 1 is c/o J.M.
Tibbals, Arter & Hadden, 1717 Main Street, Suite 4100, Dallas, Texas 75201.
(8) Includes 400,000 shares which are subject to an option jointly held by
Messrs. Mehmeti and Burch which may be exercised at any time until October
18, 2004 and 30,350 shares held in a custodian account over which Dewanna
Ross has voting power.
Change in Control
On January 18, 2000, Nick Mehmeti ("Mehmeti") and Duncan Burch
("Burch") acquired in a private transaction 3,351,574 shares of the Common Stock
of the Company from W-W Investments, Linda Weaver ("Weaver"), Steven Wheeler
("Wheeler"), Diamond Production, L.L.C., an Oklahoma registered limited
liability company ("Diamond LLC"), and Diamond Production of Oklahoma, L.P., an
Oklahoma limited partnership ("Diamond LP"), for $3,854,310.10 ($1.15 per
share). The 3,351,574 shares of the Company's Common Stock acquired by Mehmeti
and Burch represents approximately 58.5% of the outstanding 5,731,778 shares of
the Company's Common Stock. Mehmeti and Burch will each hold 1,675,787 of these
shares. In addition to the purchase of these shares, Weaver assigned to Mehmeti
and Burch, jointly, an option to purchase an additional 400,000 shares of Common
Stock of the Company for $440,000 or $1.10 per share, which expires October18,
2004 (the "Option"). The Option may be exercise at any time until it expires in
whole or in part.
-4-
As part of the transaction, the number of members on the board of
directors of the Company was increased to three. Michael R. Garrett resigned as
a director and Mehmeti and Burch were elected as directors to fill the vacancy
created by the resignation of Michael R. Garrett and the newly created third
directorship. On January 19, 2000, Dewanna Ross resigned as President and Chief
Executive officer and was replaced by Mehmeti who was elected to such positions.
Ms. Ross was elected as Vice President of Operations and Chief Operating
Officer. Mr. Burch was elected as Executive Vice President of the Company.
As a result of the acquisition of the 3,351,574 shares of the Company's
Common Stock, Mehmeti beneficially owns directly and indirectly 2,019,787 shares
or approximately 35.2% of the Company's issued and outstanding shares of Common
Stock. Additionally, Mehmeti jointly owns with Burch the Option. Mehmeti had
previously acquired 344,000 shares of Company Common Stock in open market
transactions. Burch beneficially owns directly and indirectly 1,675,787 shares
or approximately 29.2% of the Company's issued and outstanding shares of Common
Stock. Collectively, Mehmeti and Burch beneficially own directly and indirectly
3,695,574 shares or approximately 64.5% of the Company's issued and outstanding
shares of Common Stock and jointly own the Option.
The purchase price of $3,854,310.10 was paid to W-W Investments,
Weaver, Wheeler, Diamond LLC and Diamond LP pro-rata based on each entity's
respective interest in the shares sold as follows. Weaver, Wheeler, Diamond LLC
and Diamond LP received a cash payment of $1,228,517.40. W-W Investments
received a cash payment of $1,787,899.20 and the remaining $837,893.50 of the
purchase price due to W-W Investments was financed by W-W Investments. Such
financing was evidenced by a promissory note executed by Mehmeti and Burch
collectively. The note shall be repaid over a five year term in sixty equal
monthly installments of principal and interest with the unpaid balance bearing
interest at a rate of 7 1/2% per annum. The note is secured by a stock pledge
agreement whereby Mehmeti and Burch have pledged 1,000,000 shares of the
Company's Common Stock as collateral for the repayment of the note. The cash
payments described herein were made out of Mehmeti's and Burch's personal funds.
EXECUTIVE OFFICERS AND COMPENSATION
The following section sets forth the names and background of the
Company's executive officers.
Background of Executive Officers
Name Offices Held Age
- --------------------- ----------------------------------------------------- ---
Nick Mehmeti(1) Chief Executive Officer, President and Director 42
Duncan Burch(1) Executive Vice President and Director 42
Dewanna Ross(2) Chief Operating Officer, Vice President of 44
Operations, Secretary, Treasurer and Director
Ronald W. Johnston(3) Chief Financial Officer and Vice President of Finance 46
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(1) On January 18, 2000, Messrs. Mehmeti and Burch were elected directors of
the Company. On January19, 2000, Mr. Mehmeti was elected as the President
and Chief Executive Officer of the Company and Mr. Burch was elected as
Executive Vice President of the Company. See "Security Ownership of Certain
Beneficial Owners and Management-- Change in Control."
(2) On January 19, 2000, Ms. Ross resigned as President and Chief Executive
Officer of the Company and was elected as Vice President of Operations and
Chief Operating Officer. See "Security Ownership of Certain Beneficial
Owners and Management-- Change in Control."
-5-
(3) Mr. Johnston has served as Vice President of Finance and Chief Financial
Officer since 1996. Mr. Johnston has been a certified public accountant in
private practice in Dallas, Texas and a principal of his own firm since
1990. Mr. Johnston's firm serves a wide range of business and individual
clients.
All officers of the Company hold office until the annual meeting of
directors following the annual meeting of stockholders or until their respective
successors are duly elected and qualified or their earlier resignation or
removal.
Summary of Compensation
The following Summary Compensation Table sets forth, for the years
indicated, all cash compensation paid, distributed or accrued for services,
including salary and bonus amounts, rendered in all capacities for the Company
to its President and Chief Executive Officer. No executive officer of the
Company received remuneration in excess of $100,000 during the referenced
periods. All other compensation related tables required to be reported have been
omitted as there has been no applicable compensation awarded to, earned by or
paid to any of the Company's executive officers in any fiscal year to be covered
by such tables.
Summary Compensation Table
Annual Compensation Long-Term Compensation
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Awards Payouts
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Other Restricted Securities All
Salary/ Annual Stock Underlying LTIP Other
Name/Title Year Bonus Compensation Awards Options/SARs Payouts Compensation
- ---------- ---- ------- ------------ ------ ------------ ------- ------------
Dewanna Ross, President and 1999 $36,400 NA NA NA NA $ -0-
Chief Executive Officer(1)
Nina Furrh, President and 1999 $66,000 NA NA NA NA $ -0-
Chief Executive Officer(2) 1998 $ 9,000 NA NA NA NA $ -0-
1997 $ -0- NA NA NA NA $ -0-
Bjorn Heyerdahl, Chief 1998 $ -0- NA NA NA NA $13,340(3)
Executive Officer 1997 $ -0- NA NA NA NA $13,340(3)
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(1) Ms. Ross was elected President and Chief Executive Officer in July 1999 to
replace Nina Furrh. Subsequently, in January 2000 she resigned as President
and Chief Executive Officer and was elected as Vice President of Operations
and Chief Operating Officer. The $36,400 represents Ms. Ross's salary while
she served as President and Chief Executive Officer. In January 2000, Nick
Mehmeti was elected as President and Chief Executive Officer of the
Company. Mr. Mehmeti will receive $130,000 annually for his services as
President and Chief Executive Officer of the Company. See "Employment
Agreements" below and "Security Ownership of Certain Beneficial Owners and
Management - Change in Control."
(2) Ms. Furrh became Chief Executive Officer in February 1998 upon the
resignation of Mr. Heyerdahl as Chief Executive Officer. In July 1999, Ms.
Furrh resigned as President and Chief Executive Officer.
(3) Represents payment of an auto lease by the Company for the benefit of Mr.
Heyerdahl.
Director Compensation
The Company does not currently pay a director fee for attending
scheduled and special meetings of the Board of Directors. The Company pays the
expenses of all of its directors in attending board meetings.
Indebtedness of Directors and Senior Officers
None of the directors or officers of the Company or their respective
associates or affiliates is indebted to the Company.
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Committees of the Board of Directors and Meeting Attendance
There are no audit, compensation or other committees of the Board of
Directors of the Company.
Family Relationships
There are no family relationships among the Company's directors or
officers.
Employment Agreements
On July 9, 1999, Dewanna Ross, the Company's Chief Operating Officer,
Vice President of Operations, Secretary, Treasurer and a director, entered into
an Employment Agreement with the Company for a term of two years which provides
for a salary of $1,400 per week during the first year of employment and $1,500
per week during the second year of the Agreement. Ms. Ross served as the
Company's President and Chief Executive Officer from July 1999 to January 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)"), requires the Company's officers, directors and persons who
own more than 10% of a registered class of the Company's equity securities to
file statements on Form 3, Form 4, and Form 5 of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% stockholders are required by the regulation to furnish the
Company with copies of all Section 16(a) reports which they file.
Based solely on a review of reports on Form 3 and 4 and amendments
thereto furnished to the Company during its most recent fiscal year and written
representations from reporting persons that no report on Form 5 was required,
the Company believes that no person who, at any time during 1999, was subject to
the reporting requirements of Section 16(a) with respect to the Company failed
to meet such requirements on a timely basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1999 there were no material transactions between the Company and
its officers, directors or shareholders owning 10% or more of the Company's
outstanding shares of Common Stock. Two of the Company's properties are
currently leased to affiliates of Duncan Burch, who became an officer, director
and major shareholder of the Company in January 2000. The lease agreements
covering the properties are as favorable as the Company could have obtained from
unaffiliated third parties. The lease agreements were signed when Mr. Burch was
not an officer or director of the Company.
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of stockholders intended to be presented at the annual
meeting of stockholders of the Company to be held in 2001 must be received by
the Company at its principal executive offices, 6848 Greenville Avenue, Dallas,
Texas 75231, no later than June 30, 2001, in order to be included in the Proxy
Statement and form of Proxy relating to that meeting.
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OTHER MATTERS
The management of the Company does not know of any other matters that
may come before the meeting. However, if any matters other than those referred
to above should properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote on such matters in accordance with
their best judgment.
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FORM 10-KSB
The Company will furnish without charge to each person whose Proxy is
being solicited upon request of any such person a copy of the Annual Report of
the Company on Form 10-KSB for the fiscal year ended December 31, 1999, as filed
with the Securities and Exchange Commission, including the financial statements.
Requests for copies of such report should be directed to Ms. Dewanna Ross,
Million Dollar Saloon, Inc., 6848 Greenville Avenue, Dallas, Texas 75231.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1999 includes a copy of its Annual Report on Form 10-KSB, including
the financial statements as filed with the Securities and Exchange Commission.
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-9-
MILLION DOLLAR SALOON, INC.
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders
December 1, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Nick Mehmeti and Duncan
Burch (acting unanimously, or if only one be present, by that one alone), and
each of them, with full power of substitution and revocation, as the true and
lawful attorney and proxy of the undersigned, to attend the Annual Meeting of
Stockholders of Million Dollar Saloon, Inc. (the "Company") to be held at the
corporate offices, 6848 Greenville Avenue, Dallas, Texas 75231, at 10:00 a.m.,
Central Standard Time on December 1, 2000, and any adjournments thereof, and to
vote the shares of Common Stock standing in the name of the undersigned with all
powers the undersigned would possess if personally present at the meeting.
(1) Election of three (3) Directors to serve until the next Annual Meeting of
Stockholders.
|_| FOR All nominees named (except as marked to the contrary)|_| WITHHOLD
AUTHORITY to vote for all nominees named.
Names of Nominees:
Nick Mehmeti Duncan Burch Dewanna Ross
(Instruction: To withhold authority to vote for individual nominees,
write the nominee's names on the following line.)
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(2) Ratification of Appointment of S.W. Hatfield + Associates as Independent
Public Accountants of the Company.
|_| FOR |_| AGAINST |_| ABSTAIN
(3) In their discretion to vote upon such other business as may properly come
before the meeting.
|_| FOR |_| AGAINST |_| ABSTAIN
(Continued, and to be signed, on other side)
(Continued from other side)
If no specific direction is given, the proxy will be voted FOR the
election of all directors, FOR ratification of the appointment of S.W. Hatfield
+ Associates as independent public accountants, and in accordance with their
best judgment on all other matters that may properly come before the meeting.
Please sign exactly as your name appears below. When signing as executor,
administrator, attorney, 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: , 2000
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(Print Full Name of Stockholder)
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(Signature of Stockholder)
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(Insert Title of Above Signatory if
Stockholder is not an Individual)
No postage is required if returned in
the enclosed envelope and mailed in
the United States. Stockholders who
are present at the meeting may
withdraw their Proxy and vote in
person if they so desire.
PLEASE SIGN AS YOUR NAME APPEARS HEREON, DATE AND RETURN PROXY.