SCHEDULE 14C
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Proxy Statement
Bowlin Travel Centers, Inc.
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(Name of Registrant As Specified in Its Charter)
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BOWLIN TRAVEL CENTERS, INC.
150 Louisiana N.E.
Albuquerque, New Mexico 87108
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NOTICE AND INFORMATION STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 16, 2002
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To Our Stockholders:
A Special Meeting of Stockholders (the "Special Meeting") of Bowlin Travel
Centers, Inc. (the "Company") will be held at 10:00 a.m., Albuquerque, New
Mexico time, on Monday, December 16, 2002, at the principal executive offices of
the Company located at 150 Louisiana N.E., Albuquerque, New Mexico 87108 for the
following purposes:
1. To elect three members to the Board of Directors to serve for one-year
terms or until their successors are elected and qualified;
2. To transact such other business as may properly come before the
Special Meeting.
The Board of Directors has fixed the close of business on Tuesday, November
12, 2002, as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Special Meeting or any postponement or
adjournment thereof. Shares of Common Stock can be voted at the Special Meeting
only if the holder is present at the Special Meeting in person or by valid
proxy. Management is not soliciting proxies in connection with the Special
Meeting and stockholders are requested not to send proxies to the Company.
Management and the Board of Directors cordially invite you to attend the Special
Meeting. Your attention is directed to the attached Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Michael L. Bowlin
Chairman of the Board, President and
Chief Executive Officer
Albuquerque, New Mexico
November 14, 2002
BOWLIN TRAVEL CENTERS, INC.
150 Louisiana N.E.
Albuquerque, New Mexico 87108
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INFORMATION STATEMENT
-------------------------
This Information Statement is being furnished to the stockholders of Bowlin
Travel Centers, Inc., a Nevada corporation (the "Company"), in connection with
the Special Meeting of the Stockholders of the Company to be held on Monday,
December 16, 2002, at 10:00 a.m., Albuquerque, New Mexico time, at the principal
executive offices of the Company located at 150 Louisiana, N.E., Albuquerque,
New Mexico 87108, and any adjournment or postponement thereof (the "Special
Meeting"). A copy of the Notice of the Special Meeting accompanies this
Information Statement. It is anticipated that the mailing of the Notice and this
Information Statement to stockholders will commence on or about November 14,
2002.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTING
Only holders of record of Common Stock $0.001 par value per share ("Common
Stock") at the close of business on November 12, 2002 (the "Record Date") are
entitled to notice of and to vote at the Special Meeting or any adjournment or
postponement thereof. On the Record Date, 4,583,348 shares of Common Stock were
issued and outstanding. Each holder of Common Stock is entitled to one vote,
exercisable in person or by proxy, for each share of Common Stock held of record
on the Record Date. Cumulative voting is not permitted.
The Company's Bylaws provide that a majority of all shares of stock
entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the Special Meeting.
Abstentions and broker non-votes will be included in the determination of the
number of shares represented for a quorum. In order to vote their shares in
person at the Special Meeting, stockholders who own their shares in "street
name" must obtain a special proxy card from their broker.
The Board of Directors does not know of any matters other than the election
of three (3) members of the Company's Board of Directors, that are expected to
be presented for consideration at the Special Meeting.
PROPOSAL NUMBER ONE:
ELECTION OF DIRECTORS
The Board of Directors currently consists of three persons. Under the
Company's Articles of Incorporation, the Board may consist of up to five
persons, and individuals may be elected by the Board to fill any vacancies or to
occupy any new directorships, with each individual serving in each case until
the next annual meeting of shareholders and until a successor is duly elected
and qualified.
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C. Christopher Bess, a current member of the Board of Directors, will
retire from the Board of Directors.
The following three directors have been nominated for election at the
Special Meeting: David B. Raybould, Nina J. Pratz and Kim D. Stake to hold
office for a period of one year or until the election and qualification of their
successors. The Board of Directors has approved the nomination of the three
directors indicated above for election at the Special Meeting. The Board of
Directors has no reason to believe that the persons named above as nominees for
directors will be unable or will decline to serve if elected.
VOTE REQUIRED
The election of the director nominees will require the affirmative vote of
a plurality of the votes cast by the stockholders entitled to vote.
Certain directors and executive officers of the Company, together with
certain other stockholders, who collectively have voting power over a majority
in interest of the Common Stock, presently intend to vote FOR election of David
B. Raybould, Nina J. Pratz and Kim D. Stake to the Board of Directors.
Accordingly, it is expected that such nominees will be elected, although none of
the above mentioned stockholders is obligated to vote in favor of any particular
nominee.
INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding director nominees 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 59 Chairman of the Board, President and
Chief Executive Officer
William J. McCabe 52 Senior Vice President - Management
Information Systems, Secretary,
Treasurer and Director
David B. Raybould 50 Director Nominee
Nina J. Pratz 50 Chief Financial Officer and Senior
Vice President, Director Nominee
Kim D. Stake 46 Chief Administrative Officer and Vice
President, Director Nominee
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MICHAEL L. BOWLIN. Mr. Bowlin has served as Chairman of the Board and Chief
Executive Officer, President and as a Director of the Company since August of
2000. Mr. Bowlin served as Chairman of the Board and Chief Executive Officer of
Bowlin Outdoor Advertising and Travel Centers, Inc. ("Bowlin Outdoor") from 1991
through January of 2001, and as President from 1983 through 1991. Mr. Bowlin had
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been employed by Bowlin Outdoor since 1968. Mr. Bowlin holds a Bachelor's degree
in Business Administration from Arizona State University.
WILLIAM J. MCCABE. Mr. McCabe has served as Senior Vice President,
Management Information Systems, Secretary, Treasurer and as a Director of the
Company since August of 2000. Mr. McCabe served as a member of the Board of
Directors of Bowlin Outdoor from 1983 until August 1996. Prior to 1997, Mr.
McCabe served as Senior Vice President - Advertising Services from 1993 to 1996,
Vice President of Outdoor Operations from 1988 to 1992 and as Vice President of
Accounting from 1984 to 1987. Mr. McCabe has been employed by the Company 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.
DAVID B. RAYBOULD. Mr. Raybould has been employed as a sales professional
by xpedx, a division of International Paper Company from 1995 until June 2002.
During his employment with xpedx, Mr. Raybould was a consultant to small,
independent business firms as well as many Fortune 500 companies. Mr. Raybould
holds a Bachelor's degree in Business Administration from the University of New
Mexico.
NINA J. PRATZ. Ms. Pratz has served as the Company's Senior Vice President
and Chief Financial Officer since April of 2001. Ms. Pratz has served as a
member of the Bowlin Outdoor's Board of Directors from 1976 until January 2001.
Prior to 1997, Ms. Pratz served as Chief Administrative Officer of Bowlin
Outdoor since 1988. Ms. Pratz holds a Bachelor's degree in Business
Administration from New Mexico State University.
KIM D. STAKE. Ms. Stake has served as Vice President and Chief
Administrative Officer since April of 2002. Ms. Stake has been employed with the
Company since December of 1997. Ms. Stake also serves in such capacities as
Controller and SEC compliance. Prior to December 1997, Ms. Stake was employed in
public accounting. Ms. Stake holds a Bachelor's degree in Business
Administration from the University of New Mexico.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended January 31, 2002, the Board of Directors of
the Company met on three occasions. Each of the Directors attended 100% of the
meetings of the Board of Directors and of the meetings held by such committees
of the Board on which he served.
In lieu of an Audit Committee, the Board of Directors is responsible for
reviewing and making recommendations concerning the selection of outside
auditors, reviewing the scope, results and effectiveness of the annual audit of
the Company's financial statements and other services provided by the Company's
independent public accountants. The Board of Directors also reviews the
Company's internal accounting controls, practices and policies.
The Company's Board of Directors does not maintain a standing nominating
committee or other committees performing similar functions.
In lieu of a Compensation Committee, the Board of Directors is responsible
for decisions regarding compensation of the Company's executive officers.
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BOARD OF DIRECTORS REPORT ON EXECTIVE COMPENSATION
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE BY REFERENCE THIS INFORMATION
STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND THE PERFORMANCE GRAPH
WHICH FOLLOWS SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS.
COMPENSATION PHILOSOPHY
The Board of Directors is responsible for setting and administering the
Company's policies regarding annual compensation. In general the Board of
Directors compensation philosophies are based upon the following subjective
principles:
- Compensation programs should reflect and promote the Company's goals
and reward individuals for contributions to the Company's success in
achieving its goals.
- Compensation should be related to the value created for the Company
and its stockholders.
- Compensation programs should integrate both the long and short term
strategies of the Company.
- Compensation programs should be designed to attract and retain key
executives critical to the long-term success of the Company.
Total compensation for senior management is set at levels that the Board of
Directors believes are competitive in relation to companies of similar type and
size; however the Board of Directors has conducted no independent investigation
of such levels. Components of executive compensation include base salary and a
discretionary bonus program. Executive officers who are also directors have not
participated in deliberations or decisions involving their own compensation.
BASE SALARIES
The Board of Directors establishes base salaries for the Company's
executive officers at levels considered appropriate in light of the duties and
scope of responsibilities of each officer's positions. In this regard, the Board
considers the compensation practices and corporate financial performance of
similarly situated companies. The Board of Directors takes into account a number
of factors, including, but not limited to, management's efforts to improve
levels of sales and profitability and to expand markets into which the Company's
products are distributed and sold. The Board also considers management's
consistent commitment to the long-term success of the Company through developing
and implementing strategic business acquisition opportunities.
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Based upon its evaluation of these factors, the Board of Directors believes
that senior management is dedicated to achieving long-term financial
improvements, and that the compensation policies, plans and programs
administered by the Board contribute to management's commitment. The Board of
Directors attempts to assimilate all of the foregoing factors when it renders
its compensation decision; however, the Board recognizes that its decisions are
subjective in nature due to the subjective criteria on which such decision are
based. The Board of Directors does not assign any specified weight to the
criteria it considers.
BONUS COMPENSATION
Bonus compensation is paid at the discretion of the Board of Directors.
Determination of the Board of Directors with regard to the award of bonus
compensation are generally based upon the Board's evaluation of the same factors
previously described above under "Base Salaries" and other subjective criteria.
CHIEF EXECUTIVE OFFICER
Mr. Bowlin has served as Chairman of the Board and Chief Executive Officer
of the Company since its inception. As Chief Executive Officer, Mr. Bowlin
receives a base salary and is eligible to receive bonus compensation at the
discretion of the Board of Directors. The Board's evaluation process with
respect to the Chief Executive Officer's compensation is comprised of the same
components that are utilized by the Board in evaluating the compensation of
other members of senior management. Substantially all of Mr. Bowlin's
professional time is devoted to his duties at the Company.
Submitted by Bowlin Travel Centers, Inc.
Board of Directors
Michael L. Bowlin
William J. McCabe
C. Christopher Bess
DIRECTOR COMPENSATION
Directors who are not employees of the Company are entitled to receive $500
per each meeting of the Board of Directors, or any committee thereof, attended.
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, 2002, 2001 and 2000. The
Company has no other executive officers whose total remuneration exceeded
$100,000.
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SUMMARY COMPENSATION TABLE
| LONG TERM |
|COMPENSATION|
ANNUAL COMPENSATION | AWARDS |
-----------------------------------|------------|
OTHER | SECURITIES |
ANNUAL | UNDERLYING |ALL OTHER
SALARY ($) BONUS ($) COMPENSA- | OPTIONS/ |COMPENS-
NAME AND PRINCIPAL POSITION YEAR (1) TION ($) | SARS (#) |ATION ($)
------------------------------------------------------------------------|------------|---------
Michael L. Bowlin 2002 116,300 -- 15,974 (2) | -- | --
Chairman of the Board, 2001 195,000 -- 17,304 (2) | -- | --
President & CEO 2000 195,000 -- 17,779 (2) | -- | --
| |
C. Christopher Bess 2002 84,008 -- 2,400 (3) | -- | --
Executive Vice President, 2001 145,000 -- 3,142 (3) | -- | --
COO & Director 2000 145,000 -- 4,143 (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 2002 includes (i) $2,216 of the Company's discretionary matching
contributions allocated to Mr. Bowlin's 401(k) Profit Sharing Plan account,
(ii) $7,758 for premiums on term life, auto and disability insurance
policies of which Mr. Bowlin or his wife is the owner, and (iii) $6,000 for
Mr. Bowlin's car allowance. Amount for 2001 includes (i) $3,699 of the
Company's discretionary matching contributions allocated to Mr. Bowlin's
401(k) Profit Sharing Plan account, (ii) $7,105 for premiums on term life,
auto and disability insurance policies of which Mr. Bowlin or his wife is
the owner, and (iii) $6,500 for Mr. Bowlin's use of a Company owned
vehicle. 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.
(3) Amount for 2002 includes (i) $2,400 of Bowlin Travel Centers discretionary
matching contributions allocated to Mr. Bess' 401(k) Profit Sharing Plan
account. Amount for 2001 includes (i) $2,875 of Bowlin Travel Centers
discretionary matching contributions allocated to Mr. Bess' 401(k) Profit
Sharing Plan account, and (ii) $267 for premiums on term life, auto and
disability insurance policies of which Mr. Bess or his wife is the owner.
Amount for 2000 includes (i) $1,700 of Bowlin Travel Centers 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.
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EMPLOYMENT AGREEMENTS
No employee or officer of the Company has entered into an employment
agreement with the Company, nor does the Company anticipate entering into any
employment agreement in the future.
COMPLIANCE WITH SECTIONS 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and Directors and persons who
own more than ten percent (10%) of the Company's Common Stock to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and greater than ten percent (10%) owners are also required
by the Securities and Exchange Commission regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms received
by it, the Company believes that, during the fiscal year ended January 31, 2002,
all filing requirements under Section 16(a) of the Exchange Act applicable to
its officers, Directors and greater that ten percent owners were complied with
except that (i) a report for Kim Stake initializing her officer status was filed
after the due date, and (ii) a report for Nina Pratz initializing her officer
status was filed after the due date.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 31, 2002, 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 5% 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 PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (4) CLASS (3)
------------------------------- ------------------------ ----------
Michael L. Bowlin (1)(5) 2,818,536 61.5%
William J. McCabe (1) 64,548 1.4%
Nina J. Pratz (1) 116,802 2.5%
Kim D. Stake (1) * *
David B. Raybould (1) -- --
Monica A. Bowlin (1)(6) 2,818,536 61.5%
Jonathon Brooks (2) 543,950 11.9%
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AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (4) CLASS (3)
------------------------------- ------------------------ ----------
All directors and executive officers
as a group (5 persons) 2,999,886 65.4%
- -------------------------------------------------
*Less than 1.0%
(1) All of the holders have an address at c/o the Company, 150 Louisiana NE,
Albuquerque, NM, 87108.
(2) Address is 1999 Avenue of the Stars, Suite 2040, Los Angeles, CA, 90067.
(3) 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.
(4) The shares and percentages shown include the shares of Common Stock
actually owned as of July 31, 2002.
(5) 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.
(6) Includes 1,878,853 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.
STOCK PRICE PERFORMANCE
Set forth below is a line graph comparing the cumulative total return of
the Company's Common Stock with the cumulative total return of Russell 2000 and
a Company defined peer group for the period from February 1, 2001 through
January 31, 2002 (including the reinvestment of dividends, if any). The
following graph assumes a $100 investment on February 1, 2001, the date the
Company's stock began trading on the OTC Bulletin Board. Price data for the
Company's Common Stock is based on the closing bid price for the relevant
measurement dates as reported by the OTC Bulletin Board (which quotations
represent prices between dealers and do not include retail markup, markdown or
commissions and may not reflect actual transactions). The performance graph
below shall not be deemed incorporated by reference into any filing under, and
shall not otherwise be deemed filed under, either the Securities Act of 1933 or
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference.
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COMPARISON OF CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
FEBRUARY 1, 2001 THROUGH JANUARY 31, 2002
Cumulative Total Return
02/01/2001 01/31/2002
Bowlin Travel Centers, Inc. $ 100.00 $ 112.00
Peer Group $ 100.00 $ 110.30
Russell 2000 $ 100.00 $ 96.54
DISCLOSURE OF AUDIT AND NON-AUDIT FEES
AUDIT FEES
The aggregate fees billed by Neff & Ricci LLP ("Neff & Ricci") for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended January 31, 2002, and for the review of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the fiscal year were approximately $32,800.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During the fiscal year ended January 31, 2002, the Company did not engage
its independent public accountants to perform financial information systems
design and implementation.
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ALL OTHER FEES OF INDEPENDENT PUBLIC ACCOUNTS
During the fiscal year ended January 31, 2002, all other fees of the
Company's independent public accountants amounted to approximately $3,700, which
consisted of audit related fees. Audit related fees generally include statutory
audits of subsidiaries, benefit plan audits, acquisition due diligence,
accounting consultation, various attest services under professional standards,
assistance with registration statements, comfort letter and consents.
While there were no non-audit related fees during the fiscal year ended
January 31, 2002, the Board of Directors has considered whether non-audit
services are consistent with maintaining the auditor's independence.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company sells wholesale gasoline to a Stuckey's franchise travel center
that is owned by the daughter of Evelyn Hope McClure who is a stockholder in the
Company. The sales with the associated cost of goods and gross profit consist of
the following at January:
2002 2001 2000
---------- ---------- ----------
Gross sales $1,311,206 1,433,398 1,328,418
Cost of goods sold 1,257,959 1,380,472 1,264,169
---------- ---------- ----------
Gross profit $ 53,247 52,926 64,249
========== ========== ==========
CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On May 9, 2001, the Company, with the approval of the Company's board of
directors, dismissed KPMG, LLP ("KPMG") as its independent accountants. As
discussed below, the Company has engaged the firm of Neff & Ricci as its
independent auditors for the 2002 Fiscal Year.
KPMG's reports on the Company's consolidated financial statements for the
past two years have not contained any adverse opinion or disclaimer of opinion
and have not been qualified or modified as to uncertainty, audit scope or
accounting principles. In addition, during the Company's two most recent fiscal
years and the subsequent interim periods preceding KPMG's dismissal, there have
not been any disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of KPMG, would have caused
them to make a reference to the subject matter of the disagreement in connection
with their reports.
During the Company's two most recent fiscal years and subsequent interim
period preceding the dismissal of KPMG:
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(i) KPMG did not advise the Company that the internal controls necessary
for the Company to develop reliable financial statements did not
exist;
(ii) KPMG did not advise the Company that information had come to KPMG's
attention that led them to no longer be able to rely on management's
representations, or that made them unwilling to be associated with the
financial statements prepared by management;
(iii)KPMG did not advise the Company of the need to expand significantly
the scope of their audit, or that information had come to their
attention during such period that, if further investigated, may (A)
materially impact the fairness or reliability of previously issued
Reports of Independent Auditors and the underlying consolidated
financial statements, or the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the date of the
most recent financial statements covered by an audit report, or (B)
cause KPMG to be unwilling to rely on management's representations or
be associated with the Company's consolidated financial statements;
and
(iv) KPMG did not advise the Company that information had come to their
attention that they had concluded materially impacted the fairness or
reliability of previously issued Reports of Independent Auditors and
the underlying consolidated financial statements, or the consolidated
financial statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent consolidated
financial statements covered by an audit report.
The Company provided KPMG with a copy of the foregoing disclosure, and
requested that KPMG furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with such disclosure. The
Company filed as an Exhibit to the Form 8-K, dated May 9, 2001, a copy of the
letter from KPMG required by Item 304 of Regulation S-K.
On May 9, 2001, the Company engaged Neff & Ricci as its independent
auditors. Prior to its engagement, the Company had not consulted with Neff &
Ricci with respect to:
(i) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might
be rendered on the Company's financial statements; or
(ii) any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K) .
STOCKHOLDER PROPOSALS
Any stockholder proposals intended to be presented at the Company's next
annual meeting of stockholders must be received by the Company no later than
April 17, 2003, to be evaluated by the Board for inclusion in the information or
proxy statement for meeting. Such proposals should be addressed to the Corporate
Secretary, Bowlin Travel Centers Inc., 150 Louisiana N.E., Albuquerque, New
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Mexico 87108. If a stockholder proposal is introduced at the 2003 annual Meeting
of Stockholders without any discussion of the proposal in the Company's proxy
statement, and the Stockholder does not notify the Company on or before June 30,
2003, as required by Securities and Exchange Commission Rule 14a-4(c)(1), of the
intent to raise such proposal at the annual meeting of Stockholders, then
proxies received by the Company for the 2003 annual meeting will be voted by the
persons named as such proxies in their discretion with respect to such proposal.
Notice of such proposal is to be sent to the above address.
OTHER MATTERS
The Special Meeting is being held for the purpose set forth in the Notice
that accompanies this Information Statement. The Board of Directors is not
presently aware of any business to be transacted at the Special Meeting other
than as set forth in such Notice.
2002 ANNUAL REPORT ON FORM 10-K
The Company files annual reports on Form 10-K with the SEC. A copy of the
annual report for the fiscal year ended January 31, 2002 (except for certain
exhibits thereto) may be obtained, free of charge, upon written request by any
stockholder to The Miller Group, 4909 E. McDowell Road, Suite 100, Phoenix,
Arizona 85008, Attention: Bowlin Shareholder Relations. Copies of all exhibits
to the annual report are available upon a similar request, subject to payment of
a charge to reimburse the Company for its expenses in supplying any exhibit.
BY ORDER OF THE BOARD OF DIRECTORS
Michael L. Bowlin
Chairman of the Board
November 14, 2002
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