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
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Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the
|X| Definitive Proxy Statement Commission Only (as permitted
|_| Definitive Additional Materials by 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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(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
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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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Million Dollar Saloon, Inc.
6848 Greenville Avenue
Dallas, Texas 75231
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 7, 2004
To the Shareholders of Million Dollar Saloon, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Million Dollar Saloon, Inc. (the "Company"), will be held at the corporate
offices located at 6848 Greenville Avenue, Dallas, Texas 75231, on Tuesday,
December 7, 2004, at 2:00 p.m., local time, for the following purposes:
1. To elect two members to the Board of Directors.
2. To consider and act upon such other business as may properly
come before the Annual Meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on October 29,
2004, will be entitled to attend or vote at the Annual Meeting and any
adjournments or postponements thereof. A list of shareholders entitled to attend
or vote at the Annual Meeting will be maintained during the ten-day period
preceding the meeting at 6848 Greenville Avenue, Dallas, Texas 75231.
Whether or not you plan to attend the meeting, it is important that
your shares be represented. Therefore, we urge you to sign, date and promptly
return the enclosed proxy in the enclosed postage-paid envelope. If you attend
the meeting, you will, of course, have the right to vote in person.
The Company's Proxy Statement is submitted herewith. The Annual Report
for the fiscal year ended December 31, 2003 is being mailed to shareholders
together with this Notice and Proxy Statement.
By Order of the Board of Directors
/s/ Nick Mehmeti
Nick Mehmeti
President and Chief Executive Officer
Dallas, Texas
November 5, 2004
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO VOTE AS SOON AS
POSSIBLE BY MAIL SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR
WISHES. THE GIVING OF A PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR
VOTE YOUR SHARES IN PERSON IN THE EVENT YOU SHOULD ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK, OR
OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
Million Dollar Saloon, Inc.
6848 Greenville Avenue
Dallas, Texas 75231
PROXY STATEMENT
For The
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on December 7, 2004
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxy is solicited on behalf of the Board of Directors
(the "Board") of Million Dollar Saloon, Inc., (the "Company" or "MDS"). It is
for use only at the Annual Meeting of Shareholders (the "Annual Meeting") to be
held at the corporate offices located at 6848 Greenville Avenue, Dallas, Texas
75231, on Tuesday, December 7, 2004 at 2:00 p.m., local time, and any
adjournments or postponements thereof.
Any shareholder executing a proxy retains the right to revoke it at any
time prior to exercise at the Annual Meeting. A proxy may be revoked by delivery
of written notice of revocation to the Secretary of the Company, by execution
and delivery of a later proxy or by voting the shares in person at the Annual
Meeting. If not revoked, all shares represented by properly executed proxies
will be voted as specified therein.
This proxy material is first being mailed to shareholders on or about
November 8, 2004.
OUTSTANDING STOCK AND VOTING RIGHTS
As of October 29, 2004, the outstanding shares of the Company's capital
stock consisted of 5,731,778 shares of common stock, $0.001 par value ("Common
Stock"). The holders of record of the shares of Common Stock outstanding on
October 29, 2004 will vote on all matters hereby submitted to shareholders and
such other matters as may properly come before the Annual Meeting and any
adjournments or postponements thereof. Each share of Common Stock will entitle
the holder to one vote on all such matters. The stock transfer books of the
Company will not be closed.
A majority of the votes represented by the holders of the Company's
outstanding Common Stock must be present in person or represented by proxy to
hold the meeting. A majority of the votes cast at the meeting is required to
elect any director.
The enclosed form of proxy provides a method for shareholders to
withhold authority to vote for any one or more of the nominees for director
while granting authority to vote for the remaining nominees. The names of all
nominees are listed on the proxy card. If you wish to grant authority to vote
for all nominees, check the box marked "FOR." If you wish to withhold authority
to vote for all nominees, check the box marked "WITHHOLD." If you wish your
shares to be voted for some nominees and not for one or more of the others,
check the box marked "FOR" and indicate the nominee(s) for whom you are
withholding the authority to vote by listing such nominee(s) in the space
provided. If you checked the box marked "WITHHOLD" your vote will be treated as
an abstention and your shares will neither be voted for nor against a director
but will be counted for quorum purposes.
Brokers who hold shares in street name for customers who are beneficial
owners of such shares are prohibited from giving a proxy to vote such customers'
shares on "non-routine" matters in the absence of specific instructions from
such customers. This is commonly referred to as a "broker non-vote." Broker
non-votes are not relevant to the determination of a quorum or whether the
proposal to elect directors has been approved.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information at October 29, 2004
regarding the beneficial ownership of Common Stock of: (a) each person or group
1
known by MDS to beneficially own 5% or more of the outstanding shares of the
Common Stock; (b) each of the nominees for election as director, and each
current director and executive officer of MDS; and (c) all executive officers
and directors of MDS as a group.
BENEFICIAL OWNERS AND MANAGEMENT
Number of Shares Percentage of Shares
Name(1) Beneficially Owned Beneficially Owned(2)
- ------------------------------------------------------ --------------------- -----------------------
Nick Mehmeti(3)..................................... 2,019,787 35.2%
Duncan Burch(3)..................................... 1,675,787 29.2%
J.M. Tibbals as Trustee for The Irrevocable Equity
Trust No. 1(4)................................... 451,558 7.9%
Officers and Directors as a group (2 persons)....... 3,695,574 64.5%
- --------------------
*Less than 1%
(1) Unless otherwise indicated, the persons listed have sole voting and
investment powers with respect to all such shares. Under applicable SEC
rules, a person is deemed the "beneficial owner" of a security with regard
to which the person, directly or indirectly, has or shares (a) the voting
power, which includes the power to vote or direct the voting of the
security, or (b) the investment power, which includes the power to dispose
or direct the disposition, of the security, in each case irrespective of
the person's economic interest in the security. Under the SEC rules, a
person is deemed to beneficially own securities which the person has the
right to acquire within 60 days (x) through the exercise of any option or
warrant or (y) through the conversion of another security.
(2) In determining the percent of Common Stock owned by a person (a) the
numerator is the number of shares of Common Stock beneficially owned by the
person, including shares the beneficial ownership of which may be acquired
within 60 days upon the exercise of options or warrants or conversion of
convertible securities, and (b) the denominator is the total of (i) the
5,731,778 shares in the aggregate of Common Stock on October 29, 2004 and
(ii) any shares of Common Stock which the person has the right to acquire
within 60 days upon the exercise of options or warrants or conversion of
convertible securities. Neither the numerator nor the denominator includes
shares which may be issued upon the exercise of any options or warrants or
the conversion of any other convertible securities.
(3) Mr. Mehmeti is the President, Chief Executive Officer, Chief Financial
Officer and a director of the Company and Mr. Burch is the Executive Vice
President and a director of the Company. Both Mr. Mehmeti and Mr. Burch are
nominees for election as a director of the Company. The mailing address for
Messrs. Mehmeti and Burch is c/o the Company, 6848 Greenville Ave., Dallas,
Texas 75231.
(4) 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.
ELECTION OF DIRECTORS
The Board for the ensuing year is currently set at two members and may
be fixed from time to time by or in the manner provided in the Company's Bylaws.
Directors are elected for a term of one year or until their successors are duly
elected and qualified. The following slate of two nominees has been chosen by
the Board, and the Board recommends that each be elected: Nick Mehmeti and
Duncan Burch. The MDS Board of Directors recommends the election of these
individuals to the Board of Directors. See "Management - Nominees for Election
as Directors, Current Directors and Executive Officers."
Each of the foregoing nominees is currently serving as a director of
the Company and has served in such capacity since 2000. There are no other
family relationships among the nominees for election as directors of MDS.
Unless otherwise designated, the enclosed proxy will be voted FOR the
election of the foregoing two nominees as directors. To be elected as a
director, each nominee must receive the favorable vote of a majority of the
votes cast at the meeting. Shareholders are not entitled to cumulate voting with
respect to the election of directors. The Board does not contemplate that any of
the nominees will be unable to stand for election, but should any nominee become
unavailable for election, all proxies will be voted for the election of a
substitute nominated by the Board.
2
Committees/Functions of the Board of Directors
Compensation. The Board as a whole establishes the compensation of
officers of the Company.
Nominations. Due to the size and ownership structure of the Company,
the Board does not have a standing nominating committee, and as a result, does
not have a nominating committee charter. The functions that would be handled by
a nominating committee are handled by the Board as a whole, including
considering individuals to recommend to the Board for inclusion among
management's nominees and reviewing corporate governance issues. The Board is in
the process of reviewing whether in light of recent corporate governance trends
to appoint a nominating committee and, if so, whether to adopt a written
charter.
The Board does not have an official policy with regard to director
candidates recommended by shareholders, but the Board will consider such
director candidates if the name and qualifications of candidates are timely
presented to the Board. The Board is currently developing an official policy
with regard to the nomination of director candidates, including those
recommended by shareholders.
Audit Committee. Again, due to the size and ownership structure of the
Company, the Board does not have a standing audit committee, and as a result
does not have an audit committee charter. The functions that would be performed
by the audit committee are performed by the entire Board.
Full Board of Directors. During 2003, there was one meeting of the
Board. During 2003, all of the Company's directors attended at least 75 percent
of the aggregate of the total number of meetings of the Board.
Shareholder Communications
Process. The Company's management and the Board welcome communications
from shareholders. While the Board has not yet formally adopted a process for
shareholders to communicate with the Board, shareholders who wish to communicate
with the Board, or one or more specified directors, may send an appropriately
addressed letter to our Chairman of the Board, c/o Million Dollar Saloon, Inc.,
6848 Greenville Avenue, Dallas, Texas 75231. The mailing envelope should contain
a clear notation indicating that the enclosed letter is a "Shareholder-Board
Communication". All such letters should identify the author as a shareholder,
and, if the author desires for the communication to be forwarded to the entire
Board or to one or more specified directors, the author should so request, in
which case the Chairman will arrange for it to be so forwarded unless the
communication is irrelevant or improper.
Attendance at Annual Meetings of Shareholders. The Company has no
policy with respect to director attendance at annual meetings of shareholders.
MANAGEMENT
Nominees for Election as Directors, Current Directors and Executive Officers
The following table sets forth certain information as to the
individuals who are nominees for election to the Board, as well as the current
directors and executive officers of the Company.
- ----------------- ------- --------------------------- --------------------------
Name Age Position(s) Director Since
- ----------------- ------- --------------------------- --------------------------
Nick Mehmeti(1) 47 President, Chief Executive January 18, 2000
Officer, Chief Financial
Officer, and Director
- ----------------- ------- --------------------------- --------------------------
Duncan Burch(1) 47 Executive Vice President January 18, 2000
and Director
- ----------------- ------- --------------------------- --------------------------
(1) Nominee for election to Board of Directors. See "Election of Directors."
Nick Mehmeti has served as the Company's President, Chief Executive
Officer and as a director of the Company since January 2000. He has served as
the Chief Financial Officer since January 2001. For the past 16 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, Chief Financial Officer and a director of the Company.
3
Duncan Burch has served as the Company's Executive Vice President and
as a director of the Company since January 2000. Mr. Burch and his affiliates
have owned and operated restaurants and adult cabarets in the Dallas-Fort Worth
Metroplex for over a decade. 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.
Executive Compensation
The information set forth below concerns the cash and non-cash
compensation to our President, Chief Executive Officer, and Chief Financial
Officer for each of the past three fiscal years ended December 31, 2003, 2002
and 2001.
Long-Term Compensation
Name/Title Annual Compensation Awards
- ----------------------------------------------------------------------------------- --------------------------
Securities
Underlying
Other Annual Restricted Options/SARs/
Year Salary/Bonus Compensation Stock Awards Warrants
------ -------------- -------------- -------------- --------------
Nick Mehmeti, President, Chief Executive 2003 $131,000 None None None
Officer and Chief Financial Officer 2002 $78,000 None None None
2001 $84,000 None None None
Duncan Burch, Executive Vice President 2003 $131,000 None None None
and Director 2002 $78,000 None None None
2001 $84,000 None None None
Our Board appoints the executive officers to serve at the discretion of
the Board until the next annual meeting of the Board of Directors. No executive
officer of MDS has an employment agreement with the Company. Laird Boles, who is
not an officer or director of the Company, received $145,250 in compensation
during 2003. Mr. Boles is primarily responsible for the management of the
Company's Million Dollar Saloon and related personnel supervision.
Option Grants In Last Fiscal Year
There were no grants of stock options to any officer or director of the
Company during the fiscal year ended December 31, 2003.
Option Exercises And Holdings
The Company does not have a stock option plan. Except as disclosed in
"Security Ownership of Certain Beneficial Owners and Management," no officer,
director or employee of the Company holds any stock options to purchase shares
of Common Stock of the Company.
Director Compensation
Directors who are also employees receive no additional compensation for
serving on the Board. Expenses associated with meeting attendance are
reimbursed.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company provides management support and conducts its business
operations through its wholly-owned operating subsidiaries: Furrh, Inc., Tempo
Tamers, Inc. ("Tempo Tamers"), Don, Inc. and Corporation Lex ("Lex"). The
Company owns and operates an adult cabaret in Dallas, Texas and owns and manages
three other commercial properties located in the Dallas-Fort Worth Metroplex.
Tempo Tamers owns and operates an adult cabaret at 6826 Greenville,
Avenue in Dallas, Texas operates under the registered trademark and trade name
"The Million Dollar Saloon (R)." The 6826 Greenville Avenue location is, and has
been, a "non-conforming location" under the Dallas Sexually Oriented Business
4
Ordinance since 1986 due to the fact that 6826 Greenville Avenue is within 1,000
feet of a residentially zoned property. Various other sexually oriented
businesses, including those owned or controlled by entities owned by Duncan
Burch, Executive Vice President and a director of the Company, and/or Nick
Mehmeti, President, Chief Executive Officer, Chief Financial Officer and a
Director of the Company, were likewise in "non-conforming locations." While many
of these locations had previously been successful in obtaining locational
exemptions from the Dallas Sexually Oriented Business Ordinance so as to allow
their continued operation as sexually oriented businesses, the City of Dallas
recently proposed legislation to eliminate the possibility of a locational
exemption. Despite years of intensive and expensive litigation funded primarily
by entities owned by Messrs. Burch and Mehmeti, the City of Dallas is moving
toward closure of all sexually oriented businesses in "non-conforming
locations." Accordingly, the Company, through Tempo Tamers, and other similarly
situated operators of sexually oriented businesses entered into settlement
negotiations with the City of Dallas. During those negotiations, it became the
view of the Company and operators of other sexually oriented businesses in
"non-conforming locations" that the City would allow one such sexually oriented
business to remain in business in a "non-conforming location" for a limited
period of time, if all of the other sexually oriented businesses operating in
"non-conforming locations" ceased operations.
In October, 2002, entities controlled by Mr. Burch entered into a
settlement agreement with the City of Dallas which provides for the closure of
the sexually oriented businesses known as Chicas Locas, which is operated by an
affiliate of Mr. Burch, and Baby Dolls Saloon which is also operated by an
affiliate of Mr. Burch. Chicas Locas was, at that time, the tenant of the
Company's property located at 3021 W. Northwest Highway in Dallas, Texas. Nick
Mehmeti, the Company and its subsidiary, Corporation Lex, the record owner of
the 3021 W. Northwest Highway, signed the settlement agreement for limited
purposes. In accordance with the settlement agreement and an agreement reached
between Corporation Lex and Chicas Locas, Chicas Locas agreed to terminate the
lease and the Company agreed not to allow the operation of an adult cabaret
business at its 3021 W. Northwest Highway property after July 31, 2003. Chicas
Locas ended its month-to-month lease arrangements with the Company regarding the
3021 W. Northwest Highway property and vacated the premises effective July 31,
2003. During 2002, the Company received $52,000 in lease payments for this
property from Chicas Locas. Chicas Locas owed approximately $69,000 at December
31, 2002 and $137,000 at July 31, 2003 on the lease for accrued, unpaid rent for
this property. The Company is currently considering various other uses for this
property, including leasing the property to a non-sexually oriented business or
selling the property to a third party.
Thereafter, negotiations between Mainstage, Inc. d/b/a P.T.'s
("Mainstage"), an entity controlled by Nick Mehmeti which operated a
non-conforming adult cabaret called P.T.'s, Allen-Burch, Inc. ("Allen Burch"),
an entity controlled by Duncan Burch operating a non-conforming adult cabaret
known as The Fare, and Tempo Tamers regarding which of these non-conforming
entities would continue operating in a "non-conforming location" were finalized.
Pursuant to a settlement agreement entered into in May 2003, Tempo Tamers,
Mainstage, and Allen Burch, Tempo Tamers was granted the exclusive right to
negotiate with the City of Dallas to continue to operate The Million Dollar
Saloon as a sexually oriented business in a "non-conforming location." The
settlement agreement provided that, in the event that the city granted The
Million Dollar Saloon the exclusive right to continue operating as an adult
cabaret in a "non-conforming location" for a six (6) year period, Tempo Tamers
would pay $500,000 to each of P.T.'s and Allen Burch, and they would each
discontinue the operation of sexually oriented businesses. In May 2003, the City
of Dallas agreed to allow Tempo Tamers to continue to operate The Million Dollar
Saloon at its current location until July 2009. Mainstage and Allen Burch agreed
to discontinue operations of Mainstage and The Fare, respectively, as sexually
oriented business in January and March, 2004.
On February 14, 2003, the Company purchased 6.695 acres of undeveloped
property located in Dallas, Texas. The purchase price was approximately
$2,650,312, including closing expenses of approximately $53,594. The Company
paid $493,072 cash, $140,000 of which was lent to the Company by Duncan Burch.
The property is located on Stemmons Freeway in Dallas, Texas, and is suitable
for general commercial development. Moreover, the property as situated is one of
a small number of remaining undeveloped locations at which a sexually oriented
business may be legally operated. Although the Company has not yet determined
the ultimate usage of the land, the Company knows that it will be necessary to
relocate the Million Dollar Saloon in mid-2009, and the Company may elect to use
a portion of this new land to relocate The Million Dollar Saloon and either sell
or lease the remaining properties to third parties. The right to acquire this
property was assigned to the Company by entities controlled by Mr. Burch in
consideration for the Company's agreement to forego receipt of lease payments
for the 3021 Northwest Highway property.
5
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of the Common
Stock, to file with the Securities and Exchange Commission ("SEC") initial
reports of ownership and reports of changes in ownership of Common Stock.
Officers, directors and greater than ten percent beneficial owners are required
by Securities and Exchange Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file. Based solely upon a review of the
Section 16(a) reports filed pursuant to events occurring in fiscal year 2003
furnished to it, the Company believes the persons who were required to file
Section 16(a) reports in respect to their Section 16(a) ownership of Common
Stock have filed on a timely basis all Section 16(a) reports required to be
filed by them.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of S.W. Hatfield, CPA, independent auditors has advised the
Company that it intends to resign as the Company's independent audit firm
immediately following the filing of the Company's quarterly report for the
period ended September 30, 2004. At the present time, the Company continues to
interview candidates to act as the Company's new independent audit firm.
Audit Fees. The Company paid or accrued the following fees in each of
the prior two fiscal years to its principal accountant, S.W. Hatfield, CPA of
Dallas, Texas.
Year ended Year ended
December 31, December 31,
2003 2002
------------ ------------
(1) Audit fees $ 11,718 $ 11,738
(2) Audit-related fees -- --
(3) Tax fees -- --
(4) All other fees
Consulting related to proposed merger/acquisition of
entities owned or controlled by controlling shareholders
of the Company -- 6,353
------------ ------------
Totals $ 11,718 $ 18,091
============ ============
Further, the Company engaged the certified public accounting firm of
Whitley Penn of Dallas, Texas on February 17, 2003 to perform audits of certain
entities not owned by the Company ( certain entities are owned by our
controlling shareholders, Duncan Burch and Nick Mehmeti) related to a proposed
merger with the Company. The audits were being performed to fulfill SEC
reporting requirements to be met if the contemplated merger was completed. These
audits were not completed as Nick Mehmeti instructed Whitley Penn that the
merger discussions had ceased between the entities. No further work is
anticipated to be completed by Whitley Penn for or on the behalf of the Company.
The Company paid Whitley Penn an aggregate of approximately $138,876 for
services related to this engagement.
The Company has no formal audit committee. The functions of the audit
committee are performed by the entire board of directors.
The Company's principal accountant, S. W. Hatfield, CPA, did not engage
any other persons or firms other than the principal accountant's full-time,
permanent employees.
Financial Information Systems Design and Implementation. There were no
fees for financial information systems design and implementation services billed
by S.W. Hatfield, CPA for the fiscal year ended December 31, 2003.
6
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual
Meeting of Shareholders to be held in 2005 must be received by the Company on or
before July 1, 2005, in order to be eligible for inclusion in the Company's
proxy statement and form of proxy. To be so included, a proposal must also
comply with all applicable provisions of Rule 14a-8 under the Securities
Exchange Act of 1934.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by executive officers, directors and employees of the
Company personally or by mail, telephone, telegraph or other similar means of
communication. Solicitation by such persons will be made on a part-time basis
and no special compensation other than reimbursement of actual expenses incurred
in connection with such solicitation will be paid.
ADDITIONAL INFORMATION AVAILABLE
UPON WRITTEN REQUEST OF ANY SHAREHOLDER, THE COMPANY WILL FURNISH THE
SHARHEOLDER WITH A COPY OF THE COMPANY'S 2003 ANNUAL REPORT ON FORM 10-K, AS
FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO. THE WRITTEN REQUEST SHOULD BE SENT
TO THE SECRETARY, AT THE COMPANY'S EXECUTIVE OFFICE.
OTHER MATTERS
So far as is now known, no business other than that described above
will be presented to the shareholders for action at the Annual Meeting. Should
other business come before the Annual Meeting, votes may be cast pursuant to
proxies in respect to any such business in the best judgment of the persons
acting under the proxies.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO VOTE
BY INTERNET, TELEPHONE OR BY MAIL. TO VOTE BY MAIL, SIGN, DATE AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO ADDITIONAL
POSTAGE, IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
/s/ Dewanna Ross
Dewanna Ross
Secretary
November 5, 2004
7
MILLION DOLLAR SALOON, INC.
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 7, 2004
The undersigned hereby appoints Nick Mehmeti and Duncan Burch or either of them,
with power of substitution, as proxy to vote all common stock of Million Dollar
Saloon, Inc. (the "Company") owned by the undersigned at the Annual Meeting of
Shareholders to be held at 6848 Greenville Avenue, Dallas, Texas 75231, at 2:00
p.m., local time, on December 7, 2004, and any adjournment thereof, on the
following matters as indicated below and such other business as may properly
come before the meeting.
1. [_] FOR the election as director of all nominees listed below (except as
marked to the contrary below).
[_] WITHHOLD AUTHORITY to vote for all nominees listed below.
Nick Mehmeti and Duncan Burch.
2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR INDIVIDUAL NOMINEES, WRITE THEIR
NAMES IN THE SPACE PROVIDED BELOW.
THIS PROXY MUST BE DATED AND SIGNED ON THE REVERSE SIDE
This Proxy Card is solicited on behalf of the Company's Board of Directors.
When this Proxy Card is properly executed, your shares will be voted in the
manner directed herein by the undersigned shareholder. If no direction is made,
your shares will be voted FOR all nominees as directors.
Please sign exactly as your name appears below. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
signing on behalf of a corporation, please sign in full corporate name by
President or other authorized officer. If signing on behalf of a partnership,
please sign in partnership name by authorized person.
DATED:___________________________, 2004
_______________________________________
Print Full Name of Shareholder
_______________________________________
Signature of Shareholder
_______________________________________
Signature if Held Jointly
PLEASE mark, sign, date and return the Proxy Card promptly using the enclosed
envelope.