UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2000 OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO _____________
COMMISSION FILE NO. 0-21451
BOWLIN Outdoor Advertising & Travel Centers Incorporated
(Name of the registrant as specified in its charter)
NEVADA 85-0113644
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
150 LOUISIANA NE, ALBUQUERQUE, NM 87108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 505-266-5985
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:
Title of each class Name of each exchange on which registered
Common Stock, $.001 Par Value AMEX
- ----------------------------- -----------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
NONE
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained in herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K___
The aggregate market value of the voting and non-voting common stock held by
non-affiliates of the registrant at April 18, 2000 was $9,609,303.
The number of shares of Common Stock, $.001 par value, outstanding as of April
18, 2000: 4,384,848
Part III of the Company's Form 10-K for fiscal year ended January 31, 2000 is
hereby amended as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information regarding the officers and
directors of the Company. A summary of the background and experience of each of
these individuals is set forth after the table.
Name Age Position
---- --- --------
Michael L. Bowlin (1)(2) 57 Chairman of the Board, President and Chief
Executive Officer
C. Christopher Bess 53 Executive Vice President, Chief Operating
Officer and Director
William J. McCabe 49 Senior Vice President, Management
Information Systems and Assistant Secretary
Cynthia K. Biggers 44 Vice President, Travel Center Operations
Johnny Riley 47 Vice President, Travel Center Operations
Nina J. Pratz 48 Senior Vice President, Chief Financial
Officer, Treasurer, Secretary and Director
Michael Mons 45 Senior Vice President Bowlin Advertising
Services
Robert L. Beckett (1) 74 Director
Harold Van Tongeren (2) 76 Director
Jack Ayers (2) 61 Director
James A. Clark (1) 69 Director
- ----------------------------------------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
Michael L. Bowlin. Mr. Bowlin has served as Chairman of the Board and Chief
Executive Officer of the Company since 1991 and as President since 1983. Mr.
Bowlin has been employed by the Company since 1968. Mr. Bowlin is the past
Chairman of the Board for the Outdoor Advertising Association of America and has
served on the Board of Directors in various capacities for twenty years. Mr.
Bowlin also serves as President and a member of the Board of Directors of
Stuckey's Incorporated, a restaurant and specialty store franchisor (including
specialty stores located at four of the Company's travel centers); however,
substantially all of Mr. Bowlin's professional time is devoted to his duties at
the Company. Mr. Bowlin holds a Bachelor's degree in Business Administration
from Arizona State University.
C. Christopher Bess. Mr. Bess has served as the Company's Executive Vice
President and Chief Operating Officer since 1983. Mr. Bess has served as a
member of the Company's Board of Directors since 1974. During his 26 years with
the Company, Mr. Bess has also served in such capacities as Internal Auditor,
Merchandiser for Travel Center Operations, Travel Center Operations Manager and
as Development Manager. Mr. Bess is a certified public accountant and holds a
Bachelor's degree in Business Administration from the University of New Mexico.
William J. McCabe. Mr. McCabe has served as the Company's Senior Vice
President, Management Information Systems since 1997 and as Assistant Secretary
since 1996. Mr. McCabe served as a member of the Board of Directors from 1983
until August 1996. Prior to 1997, Mr. McCabe served as Senior Vice President -
Advertising Services from 1993, Vice President of Outdoor Operations from 1988
and as Vice President of Accounting from 1984 to 1987. Mr. McCabe has been
employed by BOWLIN since 1976 in such additional capacities as a Staff
accountant and Controller. Mr. McCabe holds a Bachelor's degree in Business
Administration from New Mexico State University.
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Cynthia K. Biggers. Ms. Biggers has served as the Vice President of Travel
Center Operations since April of 1998. From August 1, 1995 to March 31, 1998 she
served as Assistant to the Senior Vice President of Travel Center Operations.
Ms. Biggers previously worked for the State of New Mexico as the Drug Free
Coordinator for over two years. She holds a Bachelor's Degree in Business
Administration from the University of New Mexico.
Johnny Riley. Mr. Riley has served as the Vice President of Travel Center
Operations since April of 1998. From February 1995 to March 1998 he served as
the Company's Human Resources Director. He continued oversight of the Human
Resources Department until January 1999. Mr. Riley is a retired military officer
and holds a Bachelor's Degree from Texas Tech University and a Master's Degree
in Organizational Management from Golden Gate University.
Nina J. Pratz. Ms. Pratz has served as the Company's Senior Vice President
Chief Financial Officer since 1997 and Treasurer/Secretary since 1977. Prior to
1997, Ms. Pratz served as Chief Administrative Officer since 1988. In addition,
Ms. Pratz has served as a member of the Company's Board of Directors since 1976.
Ms. Pratz holds a Bachelor's degree in Business Administration from New Mexico
State University.
Michael Mons. Mr. Mons has served as the Company's Senior Vice President
for Advertising Services since December of 1997. Prior to December 1997, Mr.
Mons served as Sales Manager for the outdoor division for three years. Mr. Mons
has over eleven years experience in all facets of the outdoor advertising
industry with emphasis in directing the start up and growth phases of outdoor
plants. Mr. Mons holds a Bachelor's degree in Business Administration from the
University of Arizona.
Robert L. Beckett. Mr. Beckett has served as a member of the Board of
Directors of the Company since 1974. Mr. Beckett has also been President and a
Director of The Cooper Agency, Inc., a consumer loan company, since 1964. In
addition to serving as a Director and executive officer of various private
entities, Mr. Beckett formerly served as Mayor of the City of Deming, New
Mexico.
Harold Van Tongeren. Mr. Van Tongeren has served as a member of the Board
of Directors of the Company since 1988. Mr. Van Tongeren has also served as
Chairman of the Board of Directors and President of Herk and Associates, a
representative of domestic gift and jewelry wholesalers, since 1952. In
addition, Mr. Van Tongeren serves as a key contact to the Company regarding
potential acquisition opportunities in the travel and tourism industry. Mr. Van
Tongeren attended Hope College and Dennison University.
Jack Ayers. Mr. Ayers has served as a member of the Board of Directors of
the Company since 1999. Mr. Ayers is the former president of the Whiteco Outdoor
Advertising division of Whiteco Industries, Inc. After thirty-eight years with
Whiteco, Mr. Ayers retired in March 1999. Mr. Ayers currently is consulting
within the outdoor advertising industry. In addition, Mr. Ayers serves as
Chairman of the Board of Directors of DMA Marketing and also serves on the Board
of Directors of Whiteco-Qingyu, Whiteco Industries outdoor operation in
Shanghai, China. Mr. Ayers holds a Bachelor's degree in Business Administration
from the Kelley School of Business at Indiana University.
James A. Clark. Mr. Clark has served as a member of the Board of Directors
of the Company since December 1996. Mr. Clark is currently retired from
full-time employment. Mr. Clark served as President and Chief Executive Officer
of First Interstate Bank of Albuquerque from 1985 to 1991. Prior to 1991, Mr.
Clark served in several capacities at various banking and financial services
entities for over 25 years. Mr. Clark holds a Certificate of Graduation from the
Stonier Graduate School of Banking at Rutgers University.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes all compensation to the Company's Chief
Executive Officer and Chief Operating Officer for services rendered to the
Company during the fiscal years ended January 31, 2000, 1999 and 1998. The
Company has no other executive officer whose total annual salary and bonus
exceeded $100,000.
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Summary Compensation Table
Long Term
Compensation
----------------
Annual Compensation Awards
---------------------------------------- ----------------
Other Securities
Annual Underlying All Other
Fiscal Salary Bonus Compensation Options/ Compensation
Year ($) (1) ($) ($) SARs (#) ($)
Name and Principal Position
----------------------------- --------- -------------- ----------- ------------- ---------------- --------------
Michael L. Bowlin 2000 195,000 -- 17,779 (2) -- --
Chairman of the Board, 1999 144,700 -- 14,458 (2) -- --
President & CEO 1998 136,000 -- 14,535 (2) -- --
C. Christopher Bess 2000 145,000 -- 4,143 (3) -- --
Executive Vice President, 1999 95,000 -- 3,754 (3) -- --
COO & Director 1998 90,000 -- 4,967 (3) -- --
-----------------------------
(1) Includes amounts deferred at the election of the CEO and COO to be
contributed to his 401(k) Profit Sharing Plan account.
(2) Amount for 2000 includes (i) $1,950 of the Company's discretionary matching
contributions allocated to Mr. Bowlin's 401(k) Profit Sharing Plan account;
(ii) $11,506 for premiums on term life, auto and disability insurance
policies of which Mr. Bowlin or his wife is the owner; and (iii) $4,323 for
Mr. Bowlin's use of a Company owned vehicle. Amount for 1999 includes (i)
$1,775 of the Company's discretionary matching contributions allocated to
Mr. Bowlin's 401(k) Profit Sharing Plan account; (ii) $11,449 for premiums
on term life, auto and disability insurance policies of which Mr. Bowlin or
his wife is the owner; and (iii) $1,234 for Mr. Bowlin's use of a Company
owned vehicle. Amount for 1998 includes (i) $2,901 of the Company's
discretionary matching contributions allocated to Mr. Bowlin's 401(k)
Profit Sharing Plan account; (ii) $10,426 for premiums on term life, auto
and disability insurance policies of which Mr. Bowlin or his wife is the
owner; and (iii) $1,208 for Mr. Bowlin's use of a Company owned vehicle.
(3) Amount for 2000 includes (i) $1,700 of the Company's discretionary matching
contributions allocated to Mr. Bess' 401(k) Profit Sharing Plan account;
and (ii) $2,443 for premiums on term life, auto and disability insurance
policies of which Mr. Bess or his wife is the owner. Amount for 1999
includes (i) $1,775 of the Company's discretionary matching contributions
allocated to Mr. Bess' 401(k) Profit Sharing Plan account; and (ii) $1,979
for premiums on term life, auto and disability insurance policies of which
Mr. Bess or his wife is the owner. Amount for 1998 includes (i) $2,888 of
the Company's discretionary matching contributions allocated to Mr. Bess'
401(k) Profit Sharing Plan account; and (ii) $2,079 for premiums on term
life, auto and disability insurance policies of which Mr. Bess or his wife
is the owner.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are entitled to receive
$1,000 per each meeting of the Board of Directors, or any committee thereof,
attended plus reimbursement of reasonable expenses. On December 2, 1999 stock
options, which vested immediately, to acquire 6,000 shares of common stock were,
issued to the members of the Board of Directors. Directors do not receive any
other compensation for such services.
EMPLOYMENT CONTRACTS
On August 23, 1996, the Board of Directors approved employment agreements
with Michael L. Bowlin for services as Chairman of the Board, President and
Chief Executive Officer and with C. Christopher Bess for services as Executive
Vice President and Chief Operating Officer (Messrs. Bowlin and Bess are
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sometimes collectively referred to herein as the "Employee"). These agreements
provide for base annual salaries, effective as of February 1, 1997, for Messrs.
Bowlin and Bess of $195,000 and $145,000, respectively, subject to annual
increases at the discretion of the Board of Directors, but at least equal to the
corresponding increase in the Consumer Price Index. In addition, the Employee is
entitled to receive bonuses at the discretion of the Board of Directors in
accordance with the Company's bonus plans in effect from time to time.
There were no stock option granted to the named executive officers of the
Company during the fiscal year ended January 31, 2000.
The following table sets forth information regarding of stock options
exercised during the fiscal year ended January 31, 2000 by Mr. Bowlin and Mr.
Bess and the fiscal year-end value of the unexercised options held by Mr. Bowlin
and Mr. Bess.
AGGREGATED OPTION EXERCISED IN LAST FISCAL YEAR AND YEAR END VALUES
Shares Value Number of Unexercised Value of Unexercised
Acquired Realized Upon Options In-the-Money
Name on Exercise (#) Exercise ($) at Fiscal Year End (#) Options at Fiscal Year End ($)
---- --------------- ------------- ----------------------- ------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Michael L. Bowlin -0- -0- 50,000 -0- $ -0- $ -0-
C. Christopher Bess -0- -0- 40,000 -0- $ -0- $ -0-
- ---------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of May 18, 2000,
concerning the beneficial ownership of shares of Common Stock of the Company by
(i) all persons known by the Company to be the beneficial owners of more than
five percent of the outstanding shares of Common Stock; (ii) each Director and
Director-Nominee of the Company; (iii) the executive officers of the Company;
and (iv) all Directors and executive officers of the Company as a group.
AMOUNT AND NATURE OF BENEFICIAL
NAME OF BENEFICIAL OWNER (1) OWNERSHIP (2)(8) PERCENT OF CLASS (3)
- ---------------------------- ------------------------------- --------------------
Michael L. Bowlin (4) 1,687,613 38.5%
C. Christopher Bess (5) 488,623 11.1%
Nina J. Pratz 156,802 3.6%
William J. McCabe 101,590 2.3%
Michael Mons 30,330 *
Cynthia K. Biggers 9,000 *
Johnny Riley 15,100 *
4
Robert J. Beckett 135,646 3.1%
Harold Van Tongeren (6) 56,099 1.3%
James A. Clark 37,000 *
Jack Ayers 9,000 *
Monica A. Bowlin (7) 1,687,613 38.5%
The Francis W. McClure and Evelyn
Hope McClure Revocable Trust 391,695 8.9%
Wellington Management Company, LLP 228,000 5.2%
All directors and executive officers
as a group (10 persons) (4)(5)(6)(7) 2,726,803 62.2%
- ------------------------------------------------
*Less than 1.0%
(1) All of the holders have an address at c/o the Company, 150 Louisiana NE,
Albuquerque, NM, 87108.
(2) Unless otherwise noted and subject to community property laws, where
applicable, the persons named in the table above have sole voting and
investment power with respect to all shares of Common Stock as shown
beneficially owned by them.
(3) The shares and percentages shown include the shares of Common Stock
actually owned as of May 18, 2000, and the shares of Common Stock which the
person had the right to acquire beneficial ownership within sixty days of
such date pursuant to options. All shares of Common Stock the identified
person had the right to acquire within sixty days of May 18, 2000 upon the
exercise of options are deemed outstanding when computing the percentage of
the securities owned by such person, but are not deemed to be outstanding
when computing the percentage of securities owned by any other person.
(4) Includes 425,687 shares held by Mr. Bowlin's wife and 171,332 shares held
by each of three daughters. Mr. Bowlin disclaims beneficial ownership of an
aggregate of 513,996 of such shares, which are held by three of his
daughters.
(5) Includes 48,006 shares held by Mr. Bess' wife and 26,623 shares held by Mr.
Bess' minor daughter.
(6) All of such 56,099 shares are held by Mr. Van Tongeren jointly with his
wife.
(7) Includes 747,930 shares held by Mrs. Bowlin's husband and 171,332 shares
held by each of her three daughters. Mrs. Bowlin disclaims beneficial
ownership of an aggregate of 513,996 of such shares, which are held by
three of her daughters.
(8) Includes, as to the persons listed, options currently exerciseable as
follows: Mr. Bowlin 50,000; Mr. Bess 40,000; Ms. Pratz 40,000; Mr. McCabe
40,000; Mr. Mons 30,000; Ms. Biggers 9,000; Mr. Riley 15,000; Messrs.
Beckett, Van Tongeren, Clark and Ayers 12,000 each.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Michael L. Bowlin is the President and Chairman of the Board of, and a 25%
stockholder in, Stuckey's Corporation ("Stuckey's"), a franchiser of restaurants
and specialty stores, including specialty stores located at four of the
Company's travel centers. In fiscal year 2000, aggregate franchise and other
related fees paid by the Company to Stuckey's equaled approximately $34,029. The
Company did not have any other transactions during fiscal 2000 with any
director, director nominee, executive officer or security holder known to the
Company to own of record or beneficially more than five percent of the Company's
Common Stock, or any member of the immediate family of any of the foregoing
persons, in which the amount involved exceeded $60,000.
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