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
Commission Only (as permitted by
|X| Definitive Proxy Statement Rule 14a-6(e)(2))
|_| Definitive Additional Materials
|_| 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
September 8, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Million Dollar Saloon, Inc. (the "Company") to be held at 1:30 p.m., Central
Daylight Time, on Friday, October 10, 1997, at the Bourbon Orleans Hotel,
Acadian Suite, 717 Orleans Street, New Orleans, Louisiana 70116.
This year you will be asked to consider two proposals concerning the
election of directors and the ratification of the appointment of the Company's
independent public accountants. 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/ Bjorn Heyerdahl
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Bjorn Heyerdahl
Chief Executive Officer
September 8, 1997
MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 10, 1997
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 October 10, 1997, at 1:30 p.m., Central Daylight Time, at the Bourbon Orleans
Hotel, Acadian Suite, 717 Orleans Street, New Orleans, Louisiana 70116, for the
following purposes:
(1) To elect five (5) 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 September 1, 1997, will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dewanna Ross
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Dewanna Ross
Secretary
MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
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PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 10, 1997
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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 to be held at the Bourbon Orleans
Hotel, Acadian Suite, 717 Orleans Street, New Orleans, Louisiana 70116, 1:30
p.m. Central Daylight time, on October 10, 1997, and at any adjournment thereof.
The Company will bear the cost of such solicitation. Proxies, together with
copies of this Proxy Statement, are being mailed to stockholders of the Company
on or about September 8, 1997.
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 five nominees named in the 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 September 1, 1997
(the "Record Date"), will be entitled to notice of and to vote at the Annual
Meeting. On the Record Date, the Company had issued and outstanding 5,013,833
shares of $0.01 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 Annual
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 to the meeting, except that in the election of directors,
the five 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, five 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 for the holders of
Common Stock 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. In accordance with the Company's bylaws and Nevada law, a stockholder
entitled to vote for the election of directors may withhold authority to vote
for certain nominees for directors or may withhold authority to vote for all
nominees for directors. 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 broker non-votes (i.e., shares held in street name
for which the record holder does not have discretionary authority to vote under
the rules of the New York Stock Exchange) 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 for election to fill the five
director positions to be elected by the holders of the Common Stock.
Nominee Age Position with the Company Director Since
------- --- ------------------------- --------------
Nina J. Furrh 60 Chairman of the Board and President 1995
Bjorn Heyerdahl 56 Chief Executive Officer and Director 1995
Dewanna Ross 41 Corporate Secretary and Director 1995
Ronald W. Johnston 44 Chief Financial Officer and Director 1995
Sharon Furrh 49 Director 1995
Information Regarding Nominees and Directors
Background of Nominees for Director
Nina J Furrh has served as President of the Furrh family business interests
since 1989. Mrs. Furrh became involved in the daily operations of The Million
Dollar Saloon in September 1992.
Bjorn Heyerdahl has served as the Business Consultant and Financial Advisor
to the Furrh Family and Estate of Donald G. Furrh for the past five years. Mr.
Heyerdahl positioned the Company to become a publicly-traded entity in 1995. Mr.
Heyerdahl's prior history is that of chief executive officer and/or director of
numerous corporations around the world in endeavors as diversified as retail
chain stores, coal/diamond mining, car rental, safari ranches, plantations, and
film production.
Dewanna Ross has served as administrative manager for the Furrh family of
companies since 1976. Ms. Ross was responsible for the development of the
corporate procedures, including
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the hiring and training of corporate staff. Ms. Ross has also served as an
officer and operator of a private club and as an officer of other businesses.
Ronald W. Johnston, CPA, has served as a consultant to the Company since
September 1992. Mr. Johnston has been a certified public accountant in private
practice and a principal of his own firm since 1990. Mr. Johnston's current firm
serves a wide range of business and individual clients. Mr. Johnston currently
serves as a director of Crash Rescue Equipment Services, Inc., Dallas, Texas.
Sharon Furrh has been involved as a design consultant for The Million
Dollar Saloon, in both its original construction and in subsequent remodeling.
Additionally, Sharon Furrh has been responsible for advertising, promotions, and
public relations for The Million Dollar Saloon.
Board of Directors and Meeting Attendance
During the fiscal year ended December 31, 1996, the Board of Directors held
six meetings at which a majority of the directors were present. The Board of
Directors has not established any committees as of the date of this proxy
statement.
Fees
The Company currently pays a director fee for attending scheduled and
special meetings of the Board of Directors. The Company also pays expenses of
all of its directors in attending meetings.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of August 29, 1997,
with respect 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.
Percentage of
Name(1) Number of Shares(2) Common Stock Owned Estate of
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Donald G. Furrh 180,776 3.6%
Dona G. Furrh 582,476 11.6%
Joshua Barrett Furrh 521,474 10.4%
Nina J. Furrh 1,883,297 37.6%
Bjorn Heyerdahl 500,001 10.0%
Dewanna Ross 4,000 *
Ronald W. Johnston 750 *
Officers and Directors as
a group(4 persons) 235,548 47.0%
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Total 3,672,774 73.2%
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*Less than 1%.
(1) The mailing address for each of the afore-referenced is care of the Company
6848 Greenville Avenue, Dallas, Texas 75231.
(2) Unless otherwise indicated, the persons listed have sole voting and
investment powers with respect to all such shares.
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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
---- ------------ ---
Nina J. Furrh Chairman of the Board and President 60
Bjorn Heyerdahl Chief Executive Officer 56
Dewanna Ross Corporate Secretary 41
Ronald W. Johnston Chief Financial Officer 44
For further information regarding Ms. Furrh's background, see "Background
of Nominees
for Director."
For further information regarding Mr. Heyerdahl's background, see
"Background of Nominees for Director."
For further information regarding Ms. Ross' background, see "Background of
Nominees for Director."
For further information regarding Mr. Johnston's background, see
"Background of Nominees for Director."
All officers of the Company hold office until the regular 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.
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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 other executive officer of the
Company received remuneration in excess of $100,000 during the referenced
periods. All other compensation related tables 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
------ -------
Other Restricted Securities All
Salary/ Annual Stock Underlying LTIP Other
Name/Title Year Bonus Compensation Awards Options/SARs Payouts Compensation
- ---------- ---- ------- ------------ ------ ------------ ------- ------------
Nina Furrh, President 1996 $ -0- NA NA NA NA 2,150(1)
1995 $ 61,200 NA NA NA NA 58,500(1)
1994 $ 66,000 NA NA NA NA 14,850(1)
Bjorn Heyerdahl, Chief 1996 $ 32,000 NA NA NA NA 8,888(2)
Executive Officer 1995 $ 44,000 NA NA NA NA NA
1994 $ 36,000 NA NA NA NA NA
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(1) Represents distributions from the Furrh Limited Partnership.
(2) Represents payment of an auto lease by the Company for the benefit of Mr.
Heyerdahl.
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
1997, subject to approval by stockholders at the Annual 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, nor 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, in keeping with the Company's policy that its
stockholders should be entitled to a voice in this regard and 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 prior to the end of the current
fiscal year, and in such case, the opinions of stockholders will be taken into
consideration.
The following resolution concerning the appointment of independent auditors
will be offered at the Annual 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
fiscal year 1997 is hereby ratified.
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S. W. Hatfield + Associates expects to have a representative present at the
Annual Meeting who will have the opportunity to make a statement and who will be
available to respond to appropriate questions.
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.
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 1996, was subject to
the reporting requirements of Section 16(a) with respect to the Company failed
to meet such requirements on a timely basis.
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 1998 must be received by
the Company at its principal executive offices, 6848 Greenville Avenue, Dallas,
Texas 75231, no later than May 8, 1998, in order to be included in the proxy
statement and form of proxy relating to that meeting.
OTHER MATTERS
The management of the Company knows of no 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 such proxy in accordance with their best
judgment.
The cost of solicitation of proxies in the accompanying form will be paid
by the Company. in addition to solicitation by use of the mails, certain
directors, officers or employees of the Company may solicit the return of
proxies by telephone, telegram or personal interview.
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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, 1996, as filed
with the Securities and Exchange Commission, including the financial statements.
Such report was filed with the Securities and Exchange Commission on March 27,
1997. Requests for copies of such report should be directed to Ms. Nina Furrh,
Million Dollar Saloon, Inc., 6848 Greenville Avenue, Dallas, Texas 75231.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1996 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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MILLION DOLLAR SALOON, INC.
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders
October 10, 1997
The undersigned hereby constitutes and appoints Nina Furrh and Bjorn
Heyerdahl (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 Bourbon Orleans Hotel, Acadian Suite, 717 Orleans Street, New Orleans,
Louisiana 70116, at 1:30 p.m. Central Daylight time, on October 10, 1997, and
any adjournments thereof, and to vote the shares of Common Stock of the Company
standing in the name of the undersigned with all powers the undersigned would
possess if personally present at the meeting.
(1) Election of five (5) Directors to serve until the Annual Meeting of
Stockholders in 1998.
FOR ___________________ WITHHOLD_________________ Names of Nominees:
All nominees named (except AUTHORITY to vote for all Nina Furrh
as marked to the contrary). nominees named. Bjorn Heyerdahl
Dwanna Ross
Ronald W. Johnston
Sharon Furrh
(Instruction: To
withhold authority
to vote for any
individual nominee,
write the nominee's
name on the following
line.)
_____________________
(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, this proxy will be voted FOR the
election of 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 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: ________________________, 1997
______________________________________________
(Print Full Name of Stockholder)
______________________________________________
(Signature of Stockholder)
______________________________________________
(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.