SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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 Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Canterbury Park Holding Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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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CANTERBURY PARK HOLDING CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 3, 1999
Notice is hereby given that the Annual Meeting of Shareholders of
Canterbury Park Holding Corporation will be held at Canterbury Park, 1100
Canterbury Road, Shakopee, Minnesota 55379, on Thursday, June 3, 1999 at 4:00
p.m., Central Daylight Time, for the following purposes:
1. To elect seven (7) directors to hold office until the 2000 Annual
Meeting of Shareholders or until their successors are elected.
2. To consider and act upon a proposal to ratify and approve an amendment
to the Company's 1994 Stock Plan to increase the number of shares
authorized to be issued under the 1994 Stock Plan by 350,000 shares to
a total of 850,000 shares.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 12, 1999 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
By Order of the Board of Directors
Richard A. Primuth,
SECRETARY
Shakopee, Minnesota
May 5, 1999
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND IN
PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
IN PERSON IF THEY SO DESIRE.
CANTERBURY PARK HOLDING CORPORATION
1100 CANTERBURY ROAD
SHAKOPEE, MINNESOTA 55379
(612) 445-7223
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Canterbury Park
Holding Corporation ("CPHC" or the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company to be voted at
the Annual Meeting of Shareholders to be held at Canterbury Park, 1100
Canterbury Road, Shakopee, Minnesota 55379 on Thursday, June 3, 1999, beginning
at 4:00 p.m. or at any adjournment or adjournments thereof. The cost of this
solicitation will be paid by the Company. In addition to solicitation by mail,
officers, directors and employees of the Company may solicit proxies by
telephone, telegraph or in person. The Company may also request banks and
brokers to solicit their customers who have a beneficial interest in the
Company's Common Stock registered in the names of nominees and will reimburse
such banks and brokers for their reasonable out-of-pocket expenses.
Any proxy may be revoked at any time before it is voted by receipt of a
proxy properly signed and dated subsequent to an earlier proxy, or by revocation
of a written proxy by request in person at the Annual Meeting. If not so
revoked, the shares represented by such proxy will be voted by the persons
designated as proxies in favor of the matters indicated. In the event any other
matters properly come before the meeting calling for a vote of shareholders, the
persons named as proxies will vote in accordance with their judgment on such
matters. The Company's corporate offices are located at 1100 Canterbury Road,
Shakopee, Minnesota 55379, and its telephone number is (612) 445-7223. The
mailing of this Proxy Statement to shareholders of the Company commenced on or
about May 5, 1999.
The total number of shares outstanding and entitled to vote at the meeting
as of April 12, 1999 consisted of 3,080,992 shares of $.01 par value Common
Stock. Each share of Common Stock is entitled to one vote. Cumulative voting
in the election of directors is not permitted. Only shareholders of record at
the close of business on April 12, 1999 will be entitled to vote at the meeting.
The presence in person or by proxy of the holders of a majority of the shares
entitled to vote at the Annual Meeting of Shareholders constitutes a quorum for
the transaction of business.
Under Minnesota law, each item of business properly presented at a meeting
of shareholders generally must be approved by the affirmative vote of the
holders of a majority of the voting power of the shares present, in person or by
proxy, and entitled to vote on that item of business. However, if the shares
present and entitled to vote on any particular item of business would not
constitute a quorum for the transaction of business at the meeting, then that
item must be approved by holders of a majority of the minimum number of shares
that would constitute such a quorum. Votes cast by proxy or in person at the
Annual Meeting of Shareholders will be tabulated at the meeting to determine
whether or not a quorum is present. Abstentions on a particular item of
business will be treated as shares that are present and entitled to vote for
purposes of determining the presence of a quorum, but as unvoted for purposes of
determining the approval of the matter. If a broker indicates on the proxy that
it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, based upon information available as of
April 7, 1999, the beneficial ownership of shares of the Company's common stock
of each person known by the Company to own of record or beneficially five
percent (5%) or more of the Company's common stock and the beneficial ownership
of all officers and directors of the Company as a group (including beneficial
ownership attributed to such person or group through ownership of currently
exercisable options or warrants to purchase common stock).
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class*
-------------------- -------------------- ---------
Curtis A. Sampson 1,101,208(1) 35.02%
1100 Canterbury Road
Shakopee, MN 55379
Dale H. Schenian 442,548(2) 14.31%
1100 Canterbury Road
Shakopee, MN 55379
Randall D. Sampson 183,323(3) 5.78%
1100 Canterbury Road
Shakopee, MN 55379
Brian C. Barenscheer 158,500(4) 5.13%
1100 Canterbury Road
Shakopee, MN 55379
All directors and officers 2,092,857(5) 60.77%
as a group (10 persons)
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* Based upon 3,080,992 shares of common stock outstanding increased, for each
calculation, by the number of shares which would be issued upon exercise of
options and warrants held by the named person or group.
(1) Includes 63,325 shares issuable upon the exercise of currently exercisable
options and warrants.
(2) Includes 11,500 shares issuable upon the exercise of currently exercisable
options, as well as 36,000 shares held by Mr. Schenian's wife as to which
beneficial ownership is disclaimed.
(3) Includes 90,000 shares issuable upon the exercise of currently exercisable
options.
(4) Includes 11,500 shares issuable upon the exercise of currently exercisable
options.
(5) Includes 362,825 shares issuable upon the exercise of currently exercisable
options held by officers and directors as a group.
ELECTION OF DIRECTORS
The Board of Directors has nominated and recommends for reelection as
directors of the Company the persons named below, all of which have been
directors since 1994. The Board of Directors believes that each nominee named
below will be able to serve, but should a nominee be unable to serve as a
director, the persons named in the proxies have advised that they will vote for
the election of such substitute nominee as the Board of Directors may propose.
2
Information regarding the directors, including information regarding their
principal occupations currently and for the preceding five years, is set forth
below. Ownership of Company common stock is given as of April 7, 1999.
Percentage ownership presented for each director assumes shares outstanding
increased by the respective number of options and warrants indicated. To the
best of the Company's knowledge, the persons indicated possess sole voting and
investment power with respect to their stock ownership.
Amount of Percent of
Stock Outstand-
Name and Age Principal Occupation; Other Directorships Ownership ing Stock
- ------------ ---------------------------------------- ---------- ----------
Brian C. Barenscheer Partner, Boyum & Barenscheer, P.L.L.P. 158,500(1) 5.13%
(56) Minneapolis, Minnesota (certified public
accountants).
Gibson Carothers Gibson & Carothers, Minneapolis, 55,000(2) 1.75%
(56) Minnesota (marketing and product
development).
Terence J. McWilliams Regional Sales Manager, Autotote Systems 20,000(3) .65%
(49) (totalizator services to horse tracks,
dog tracks and jai alai frontons) since
November 1993.
Carin Offerman President and CEO, Offerman & Company, 13,200(4) .43%
(50) Minneapolis, Minnesota (investment
banking and brokerage firm).
Curtis A. Sampson Chairman and CEO of Communications 1,101,208(1) 35.02%
(65)* Systems Inc., Hector, Minnesota
(connecting devices for telephone and
computer equipment); Chairman and CEO of
Hector Communications Corporation,
Hector, Minnesota (independent telephone
companies).
Randall D. Sampson President of the Company since March 183,323(1) 5.78%
(41)* 1994.
Dale H. Schenian President, City Auto Glass, St. Paul, 442,548(1) 14.31%
(57) Minnesota (automotive glass repair and
replacement); Director of First American
Metro (bank holding company), St. Paul,
Minnesota.
- ----------------------------------
* Curtis A. Sampson is the father of Randall D. Sampson.
(1) See information under "Security Ownership of Certain Beneficial Owners and
Management" above.
(2) Includes options to acquire 54,000 shares of common stock.
(3) Includes options to acquire 19,000 shares of common stock.
(4) Includes options and warrants to acquire 11,500 shares of common stock.
3
INFORMATION REGARDING BOARD AND BOARD COMMITTEES
The Board of Directors of the Company met nine times during 1998. In
1998 each director attended at least 75% of the meetings of the Board and
each committee on which such director served.
Each non-employee member of the Board is paid an annual fee of $2,400, plus
$200 for each meeting attended. In addition, under the Company's 1994 Stock
Plan, each non-employee member of the Board of Directors receives an option at
the time of the annual shareholders meeting to purchase 2,000 shares of the
Company's common stock upon election or re-election to the Board at an exercise
price equal to the fair market value of the Company's common stock on the date
of grant and exercisable over a ten-year period. Mr. Randall D. Sampson, who is
employed by the Company, receives no additional compensation for service on the
Board.
The Board has established an Audit Committee, the current members of which
are Brian C. Barenscheer and Carin Offerman. The Audit Committee recommends to
the full Board of Directors the selection of independent accountants and reviews
the activities and reports of the independent accountants, as well as the
internal accounting controls of the Company. The Audit Committee met once in
1998.
The Company has established a Compensation Committee, the current members
of which are Terence J. McWilliams, Dale H. Schenian and Randall D. Sampson.
The Compensation Committee met twice in 1998. The Compensation Committee
recommends to the Board of Directors compensation for executive officers and key
personnel and reviews the Company's compensation policies and practices.
PROPOSAL TO AMEND THE 1994 STOCK PLAN
GENERAL INFORMATION
In May 1994, the Board of Directors and the shareholders of the Company
adopted the 1994 Stock Option Plan (the "Plan"), originally authorizing 250,000
shares of common stock for issuance pursuant to options and other awards granted
under the Plan. At the 1997 Annual Meeting of Shareholders, an amendment to
increase the number of shares available under the Plan by 250,000 shares was
ratified and approved. The purpose of the Plan is to provide a continuing
long-term incentive to selected officers, key employees and outside directors of
the Company and of any subsidiary of the Company to provide a means of rewarding
outstanding performance to enable the Company to maintain the competitive
position to attract and retain key personnel necessary for the Company's growth
and profitability. The Plan provides for the granting of awards in the form of
stock options, including restricted stock, stock appreciation rights and
deferred stock to key employees and non-employees, including directors of and
consultants to the Company and any subsidiary.
4
AMENDMENT TO STOCK OPTION PLAN TO INCREASE AUTHORIZED SHARES
The Plan currently authorizes the issuance of 500,000 shares of common
stock pursuant to options granted thereunder. The Board of Directors has
amended the Plan, subject to ratification by shareholders, to increase the total
number of shares available under the Plan by 350,000 shares to a total of
850,000 shares. There were outstanding on April 12, 1999 options to purchase
460,500 shares under the Plan (including options to purchase 125,000 shares
granted by the Board of Directors in January 1999, that are, in part, contingent
upon approval by the shareholders of the proposed amendment to the Plan) and at
such date 75,000 shares had been purchased through the exercise of options
granted under the Plan. Absent stockholder approval of this amendment to the
Plan, the January 1999 grants would be reduced such that further options to
purchase only 89,500 shares in the aggregate would be permitted. Accordingly,
to maintain the full amount of the 1999 option grants, as well as to enable the
Company to continue awarding options under the Plan consistent with past
practice, the Board has approved and recommends for shareholder approval an
increase in the shares authorized under the Plan by 350,000 shares to a total of
850,000 shares.
SUMMARY OF THE PLAN
Options that are granted under the Plan may be either options that
qualify as "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended ("incentive stock options"), or
those that do not qualify as Incentive Stock Options ("non-qualified stock
options"). The Plan is administered by the Board of Directors, or a
committee designated by the Board, which determines the persons who are to
receive awards under the Plan, the type of award to be granted, the number of
shares subject to each award and, if an option, the exercise price of each
option.
Options may not be granted at an exercise price less than the fair
market value of the Common Stock on the date of grant (or, for an Incentive
Stock Option granted to a person holding more than 10% of the Company's
voting stock, at less than 110% of fair market value). Incentive Stock
Options may not be transferred other than by will or the laws of descent and
distribution and may be exercised, during the lifetime of an optionee, only
by the optionee. Incentive Stock Options which have been granted to employees
who terminate employment due to death, disability or retirement may be
exercised for a period of three months after termination by the optionee or
the persons to whom the rights under such Incentive Stock Option shall have
passed, or until the expiration of the stated term of the option, whichever
period is shorter. The term of each Incentive Stock Option, which is fixed
at the date of grant, must not exceed 10 years from the date the Incentive
Stock Option is granted (except that an Incentive Stock Option granted to a
person holding more than 10% of the Company's voting stock may be exercised
only for five years). The exercise of an option accelerates if (i) the
Company liquidates, (ii) merges or consolidates with another corporation and
is not the surviving corporation or (iii) transfers all or substantially all
of its assets or 75% or more of its outstanding Common Stock to another
person or entity. As of the date of this proxy statement, Incentive Stock
Options to acquire a total of 541,000 shares have been granted to 41
employees pursuant to the Plan. Generally, the amount of options granted to
individual employees is based upon the level of responsibility of such
employee.
5
The Plan also provides for automatic grants of non-qualified stock
options to non-employee directors of the Company. Non-employee directors
receive non-qualified stock options to purchase 2,500 shares upon their
election to the Board. Non-employee directors who are serving unexpired
terms or reelected at an annual shareholder meeting and who have served on
the Board for at least six months of the preceding 12 month period also are
presently granted 10-year non-qualified stock options to purchase 2,000
shares of Common Stock during each such year. The non-qualified sock options
granted to non-employee directors vest six months from the date granted and
the purchase price of the shares of Common Stock subject to such options is
the fair market value of the Common Stock on the date the non-qualified stock
options are granted.
The Board or committee may grant stock appreciation rights in
conjunction with all or a part of any option granted under the Plan. Stock
appreciation rights may be exercised only to the extent that the underlying
options are exercisable and terminate upon expiration of the underlying
options. Upon exercise of a stock appreciation right, an optionee is
entitled to an amount in cash or shares or Common Stock equal in value to the
excess of the fair market value of the Company's Common Stock over the option
price per share multiplied by the number of shares for which stock
appreciation rights are being exercised. Stock appreciation rights may not be
granted to non-employee directors. In addition to stock appreciation rights,
the Board may grant restricted stock and deferred stock. Grants of
restricted stock and deferred stock may be conditioned upon the attainment of
specific performance goals. The restricted stock will be held in custody by
the Company until the restrictions thereon have lapsed. Restricted stock and
deferred stock may not be sold or otherwise transferred during the restricted
or deferred period, which period may not be less than one year. During the
period of the restrictions or deferral, the participants has the right to
receive dividends and distributions unless the Board or committee requires
such dividends and distributions to be held by the Company, subject to the
same restrictions as the restricted or deferred stock. The holders of
restricted stock also have the right to vote these shares. If a
participant's employment is terminated during the period of the restrictions
or deferral under certain circumstances, all shares still subject to
restrictions or deferral will be forfeited, subject to the right of the Board
or committee to waive such restrictions in the event of a participant's
death, disability, retirement or under special circumstances approved by the
Board or committee.
FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO STOCK OPTIONS
An optionee will not realize taxable compensation income upon the grant of
an incentive stock option. In addition, an optionee generally will not realize
taxable compensation income upon the exercise of an incentive stock option if he
or she exercises it as an employee or within three months after termination of
employment (or within one year after termination if the termination results from
a permanent and total disability). The amount by which the fair market value of
the shares purchased exceeds the aggregate option price at the time of exercise
shall be treated as alternative minimum taxable income for purposes of the
alternative minimum tax. If stock acquired pursuant to an incentive stock
option is not disposed of prior to the date two years from the option grant date
or prior to one year from the option exercise date, any gain or loss realized
upon the sale of such shares will be characterized as capital gain or loss. If
the applicable holding periods are not satisfied, then any gain realized in
connection with the disposition of such stock will generally be taxable as
compensation income in the year in which the disposition occurred, to the extent
of the difference between the fair market value of such stock on the date of
exercise and the option exercise price. The Company is entitled to a tax
deduction to the extent, and at the time, that the participant realized
compensation income. The balance of any gain will be characterized as a capital
gain. Under current law, net long-term capital gains are
6
taxed at a maximum federal tax rate of 28%, while other income may be taxed
at a higher federal rate. An optionee will not realize taxable compensation
income upon the grant of a non-qualified stock option. When an optionee
exercises a non-qualified stock option, he or she will realize taxable
compensation income at that time equal to the difference between the
aggregate option price and the fair market value of the stock on the date of
exercise.
REGISTRATION WITH THE SEC
If shareholder approval for the proposed amendment of the Plan is received,
the Company intends to file a registration statement covering the issuance of
the additional shares authorized under the Plan, as amended, with the Securities
and Exchange Commission.
VOTE REQUIRED
Shareholder approval of the proposed amendment to the Plan to increase the
number of shares which may be issued pursuant to stock option grants requires
the affirmative vote of the holders of a majority of the shares of Common Stock
represented at the meeting and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
THE STOCK PLAN TO INCREASE THE NUMBER OF SHARES WHICH MAY BE ISSUED PURSUANT TO
STOCK OPTIONS AND AWARDS GRANTED UNDER THE PLAN FROM 500,000 SHARES TO 850,000
SHARES.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following tables show for the three fiscal years ended December 31,
1996, 1997, and 1998 the cash and other compensation paid to or accrued by the
Company for its chief executive officer in all capacities served, as well as
information relating to option grants.
7
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ---------------------
------------------- SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS
- --------------------------- ------ ------ -------
Randall D. Sampson, President and Chief Executive 1998 $106,185 20,000
Officer 1997 94,557 30,000
1996 64,771 10,000
Note: Certain columns have been excluded from this table because the
information called for is not applicable.
OPTION GRANTS IN 1998
% of Potential Realizable
Total Value at Assumed
Options Annual Rates of
Granted Stock Price
to Market Appreciation
Employees Exercise Price on for Option Term
Options in Fiscal Price Per Date of Expiration
Name Granted Year Share Grant Date 5% 10%
---- ------- ---------- --------- ------- ---------- -------------------
Randall D. Sampson 20,000 20% $2.50 $2.50 February 3, $13,814 $30,526
2008
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT FY-END OPTIONS AT FY-END(1)
SHARES ACQUIRED VALUE ----------------- -------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
Randall D. Sampson - 0 - - 0 - 90,000 19,000 $187,500 $7,125
- ------------------------------
(1) Based on closing price of $4.50 per share of the Company's Common Stock on
December 31, 1998.
CERTAIN TRANSACTIONS
SERVICES PROVIDED BY AUTOTOTE SYSTEMS, INC.
- -------------------------------------------
The Company has renewed a Totalizator Services Agreement with Autotote
Systems, Inc. Pursuant to the Agreement, which has a five year term ending May
1, 2004, Autotote provides totalizator equipment and computer programs which
record and process all wagers and calculate the odds and payoffs. For such
services, Autotote receives a fee of approximately .45% of the gross monies
wagered. Amounts charged to operations under this Agreement for the periods
ended December 31, 1998 and 1997 were approximately $306,000 and $311,000,
respectively. Also, during the 1998 live race meet, Autotote provided uplink
services which enabled the Company to simulcast horse races held at
8
Canterbury Park to out-of-state racetracks. These services were provided at
a rate of approximately $1,950 and $1,800 per day, respectively, resulting in
an amount charged to operations in 1998 and 1997 of approximately $102,000
and $95,000, respectively. Mr. Terence J. McWilliams, a director of the
Company, is the Regional Sales Manager for Autotote.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that executive officers and directors and beneficial holders of 10% or more of
the Company's securities file reports of their beneficial ownership with the
Securities and Exchange Commission on SEC Forms 3, 4 and 5. According to the
Company's records, during the period from January 1, 1998 to December 31, 1998,
officers, directors and ten percent beneficial holders of the Company filed all
reports with the Securities and Exchange Commission required under Section
16(a).
THE COMPANY'S AUDITORS
Deloitte & Touche have been the auditors for the Company since 1994 and
have been selected by the Board of Directors, upon recommendation of the Audit
Committee, to serve as such for the current fiscal year. A representative of
Deloitte & Touche is expected to be present at the Annual Meeting of
Shareholders and will have an opportunity to make a statement and will be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
The proxy rules of the Securities and Exchange Commission permit
shareholders of the Company, after timely notice to the Company, to present
proposals for shareholder action in the Company's proxy statement where such
proposals are consistent with applicable law, pertain to matters appropriate for
shareholder action and are not properly omitted by Company action in accordance
with the Commission's proxy rules. The next annual meeting of the shareholders
of Canterbury Park Holding Corporation is expected to be held on or about May
30, 2000 and proxy materials in connection with that meeting are expected to be
mailed on or about April 15, 2000. Shareholder proposals prepared in accordance
with the Commission's proxy rules must be received at the Company's corporate
office, 1100 Canterbury Road, Shakopee, Minnesota 55379, Attention: President,
by January 15, 2000, in order to be considered for inclusion in the Board of
Directors' Proxy Statement and proxy card for the 2000 Annual Meeting of
Shareholders. Any such proposals must be in writing and signed by the
shareholder.
The Bylaws of the Company establish an advance notice procedure with regard
to (i) certain business to be brought before an annual meeting of shareholders
of the Company and (ii) the nomination by shareholders of candidates for
election as directors.
PROPERLY BROUGHT BUSINESS. The Bylaws provide that at the annual meeting
only such business may be conducted as is of a nature that is appropriate for
consideration at an annual meeting and has been either specified in the notice
of the meeting, otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or otherwise properly brought before the
meeting by a shareholder who has given timely written notice to the Secretary of
the Company of such shareholder's
9
intention to bring such business before the meeting. To be timely, the
notice must be given by such shareholder to the Secretary of the Company not
less than 45 days nor more than 75 days prior to a meeting date corresponding
to the previous year's annual meeting. Notice relating to the conduct of
such business at an annual meeting must contain certain information as
described in Section 2.9 of the Company's Bylaws, which are available for
inspection by shareholders at the Company's principal executive offices
pursuant to Section 302A.461, subd. 4 of the Minnesota Statutes. Nothing in
the Bylaws precludes discussion by any shareholder of any business properly
brought before the annual meeting in accordance with the Company's Bylaws.
SHAREHOLDER NOMINATIONS. The Bylaws provide that a notice of proposed
shareholder nominations for the election of directors must be timely given in
writing to the Secretary of the Company prior to the meeting at which
directors are to be elected. To be timely, the notice must be given by such
shareholder to the Secretary of the Company not less than 45 days nor more
than 75 days prior to a meeting date corresponding to the previous year's
annual meeting. The notice to the Company from a shareholder who intends to
nominate a person at the meeting for election as a director must contain
certain information as described in Section 3.7 of the Company's Bylaws,
which are available for inspection by shareholders as described above. If
the presiding officer of a meeting of shareholders determines that a person
was not nominated in accordance with the foregoing procedure, such person
will not be eligible for election as a director.
OTHER MATTERS
Management knows of no other matters that will be presented at the
meeting. If any other matters arise at the meeting, it is intended that the
shares represented by the proxies in the accompanying form will be voted in
accordance with the judgment of the persons named in the proxy.
The Company is transmitting with this Proxy Statement its Annual Report for
the year ended December 31, 1998. SHAREHOLDERS MAY REQUEST THE COMPANY'S 1998
ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BY WRITING TO THE UNDERSIGNED AT THE COMPANY'S ADDRESS ON THE FIRST
PAGE OF THIS PROXY STATEMENT.
By Order of the Board of Directors,
Richard A. Primuth, SECRETARY
10
CANTERBURY PARK HOLDING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 1999
The undersigned hereby appoints Brian C. Barenscheer, Carin Offerman and
Terence J. McWilliams, or any of them as proxies, with full power of
substitution, to vote all the shares of common stock which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Shareholders
of Canterbury Park Holding Corporation, to be held Thursday, June 3, 1999, at
4:00 p.m. Central Daylight Time at Canterbury Park, 1100 Canterbury Road,
Shakopee, Minnesota 55379, or at any adjournments thereof, upon the following
and other matters properly brought before the meeting or adjournment thereof,
hereby revoking all former proxies.
1. ELECTION OF DIRECTORS.
/ / WITH AUTHORITY to vote for all nominees / / WITHOUT AUTHORITY to vote for nominees
listed below (except as indicated to the listed below
contrary) for a term ending at the next Annual
Meeting of Shareholders
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
Brian C. Barenscheer, Gibson Carothers, Terence J. McWilliams, Carin Offerman,
Curtis A. Sampson, Dale H. Schenian, Randall D. Sampson
_____________________________________________________________________
2. Proposal to amend the Company's 1994 Stock Plan to increase the number of
shares which may be issued pursuant to options granted under the Plan by
350,000 shares to a total of 850,000 shares.
___ FOR ___ AGAINST ___ ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
DIRECTORS NAMED ON THE REVERSE SIDE OF THIS CARD AND FOR THE PROPOSED AMENDMENT
OF THE 1994 STOCK PLAN UNLESS OTHERWISE SPECIFIED.
Dated ____________________, 1999
--------------------------------
Signature
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Signature if held jointly
Please date and sign exactly as your name(s)
appears below indicating, where proper, official
position or representative capacity in which you
are signing. When signing as executor,
administrator, trustee or guardian, give full
title as such; when shares have been issued in
names of two or more persons, all should sign.
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