SCHEDULE 14C
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
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(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 Information 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
NOTICE AND INFORMATION STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 24, 2004
To Our Stockholders:
The 2004 Annual Meeting of Stockholders (the "Annual Meeting") of Bowlin
Travel Centers, Inc. (the "Company") will be held at 10:00 a.m., Albuquerque,
New Mexico time, on Friday, September 24, 2004, 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 five members to the Board of Directors to serve for one-year
terms or until their successors are elected and qualified;
2. To ratify the appointment of Neff & Ricci LLP to serve as independent
public accountants of the Company for the fiscal year ending
January 31, 2005; and
3. To transact such other business as may properly come before the Annual
Meeting.
The Board of Directors has fixed the close of business on Friday, August
13, 2004, as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting or any postponement or
adjournment thereof. Shares of Common Stock can be voted at the Annual Meeting
only if the holder is present at the Annual Meeting in person or by valid proxy.
Management is not soliciting proxies in connection with the Annual Meeting and
stockholders are requested not to send proxies to the Company. Management and
the Board of Directors cordially invite you to attend the Annual Meeting. Your
attention is directed to the attached Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ MICHAEL L. BOWLIN
------------------------------------
Michael L. Bowlin
Chairman of the Board, President and
Chief Executive Officer
Albuquerque, New Mexico
August 16, 2004
BOWLIN TRAVEL CENTERS, INC.
150 Louisiana N.E.
Albuquerque, New Mexico 87108
-----------------------------
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 Annual Meeting of the Stockholders of the Company to be held on Friday,
September 24, 2004, 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
"Annual Meeting"). A copy of the Notice of the 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 August 16, 2004.
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 August 13, 2004 (the "Record Date") are
entitled to notice of and to vote at the Annual 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 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
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 then (i) the
election of five (5) members of the Company's Board of Directors, and (ii) the
ratification of the appointment of Neff & Ricci LLP as the independent auditors
of the Company for the fiscal year ending January 31, 2005, that are expected to
be presented for consideration at the meeting.
PROPOSAL NUMBER ONE:
ELECTION OF DIRECTORS
The Board of Directors currently consists of five members. Michael L.
Bowlin, William J. McCabe, Nina J. Pratz, David B. Raybould and Kim D. Stake
have been nominated for election at the Annual Meeting. If elected, they would
hold office for a period of one year or until the election and qualification of
their successors. All of the nominees are currently serving on the Board of
Directors of the Company. 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 have advised the Company that they presently
intend to vote FOR election of Mr. Bowlin, Mr. McCabe, Ms. Pratz, Mr. Raybould
and Ms. 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 60 Chairman of the Board, President and
Chief Executive Officer
William J. McCabe 54 Senior Vice President - Management
Information Systems, Secretary,
Treasurer and Director
Nina J. Pratz 52 Chief Financial Officer, Senior Vice
President and Director
David B. Raybould 51 Director
Kim D. Stake 48 Chief Administrative Officer,
Vice President and Director
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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
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 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 had 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.
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.
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.
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 as Controller and oversees
SEC compliance. 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, 2004, 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 or she serves.
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 Board of
Directors has not made a determination as to whether any of the current members
qualify as an "audit committee financial expert".
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The Company promotes accountability for adherence honest and ethical
conduct; endeavors to provide full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with the Commission
and in other public communications made by the Company; strive to be compliant
with applicable governmental laws, rules and regulations; and promotes prompt
internal reporting of violations of the code of ethics to an appropriate person
or persons. The Company has not formally adopted a written code of business
conduct and ethics that governs the Company's employees, officers and directors
as the amendment to Item 406 of Regulation S-K does not require the Company to
do so.
The Company's entire Board of Directors performs the functions similar to
those of a nominating committee. The Board of Directors believes that given the
size of the Company and its operations, it is more efficient for the Entire
Board t o perform this function, rather than delegating this to a committee. The
full Board, including the Company's President and Chief Executive Officer,
identifies director nominees. The Company's existing directors and officers own
a majority of the Company's Common Stock, and, as a result, this group's
affirmative vote is sufficient to elect director nominees. Consequently, the
Board has not established a procedure for shareholders to nominate potential
candidates for director nominees. However, communications to the Board as a
whole or to any individual members of the Board can be sent to the Company's
Chief Administrative Officer at Bowlin Travel Centers, Inc., 150 Louisiana N.E.,
Albuquerque, New Mexico 87108.
In lieu of a Compensation Committee, the Board of Directors is responsible
for decisions regarding compensation of the Company's executive officers.
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
STTEMENT, 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.
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- 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.
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.
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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
Nina J. Pratz
David B. Raybould
Kim D. Stake
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.
Mr. Raybould is the only director who is not also an employee of the Company.
Directors do not receive any other compensation for services as directors of the
Company.
EXECUTIVE COMPENSATION
The following table summarizes all compensation paid by Bowlin Travel
Centers, Inc. to its Company's Chief Executive Officer for services rendered to
the Company during the fiscal years ended January 31, 2004, 2003 and 2002. The
Company has no other executive officer whose total annual salary and bonus paid
to them exceeded $100,000 for the most recent fiscal year.
SUMMARY COMPENSATION TABLE
| LONG TERM |
| COMPENSATION |
ANNUAL COMPENSATION | AWARDS |
----------------------------- | ------------ |
OTHER | SECURITIES |
ANNUAL | UNDERLYING | ALL OTHER
SALARY BONUS COMPENSA- | OPTIONS/ | COMPENSA-
NAME AND PRINCIPAL POSITION YEAR ($) (1) ($) TION ($) | SARS (#) | TION ($)
- --------------------------- ---- ------- ------- --------- | ------------ | ---------
Michael L. Bowlin 2004 97,550 35,000 16,664 (2) | -- | --
Chairman of the Board, 2003 101,300 35,000 16,823 (2) | -- | --
President & CEO 2002 116,300 -- 15,974 (2) | -- | --
- -----------------------
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(1) Includes amounts deferred at the election of the CEO to be contributed to
his 401(k) Profit Sharing Plan account.
(2) Amount for 2003 includes (i) $1,620 of the Company's discretionary matching
contributions allocated to Mr. Bowlin's 401(k) Profit Sharing Plan account,
(ii) $8,544 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 2003 includes (i)
$1,784 of the Company's discretionary matching contributions allocated to
Mr. Bowlin's 401(k) Profit Sharing Plan account, (ii) $8,289 for premiums
on term life, auto and disability insurance policies of which Mr. Bowlin or
his wife is the owner, and (iii) $6,750 for Mr. Bowlin's car allowance.
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 use of a Company owned vehicle.
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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 2004,
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 31, 2004, 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.
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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) 585,550 12.8%
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, 2004.
(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 shares 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 shares 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, 2004 (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
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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.
Comparison of Five Year Cumulative Total Return
Assumes Initial Investment of $100
January 31, 2004
02/01/2001 01/31/2002 01/31/2003 01/31/2004
---------- ---------- ---------- ----------
Bowlin Travel Centers, Inc. Return% 12.00 4.29 23.29
Cum $ $ 100.00 $ 112.00 $ 116.80 $ 144.01
Russell 2000 Return% -3.46 -21.87 58.06
Cum $ $ 100.00 $ 96.54 $ 75.43 $ 119.22
Peer Group Return% 10.30 -22.89 83.82
Cum $ $ 100.00 $ 110.30 $ 85.06 $ 156.36
DISCLOSURE OF AUDIT AND NON-AUDIT FEES
The Board of Directors approves the fees and other significant compensation
to be paid to the independent auditors for the purpose of preparing or issuing
an audit report or related work. The Company provides appropriate funding, as
determined by the Board of Directors, for payment of fees and other significant
compensation to the independent auditor. The Board of Directors also preapproves
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all auditing services and permitted non-audit service (including the fees and
terms thereof) to be performed for the Company by its independent auditors,
subject to the de minimis exceptions for non-audit services described in the
Securities Exchange Act of 1934.
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, 2004, 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 $35,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During the fiscal year ended January 31, 2004, the Company did not engage
its independent public accountants to perform financial information systems
design and implementation.
ALL OTHER FEES OF INDEPENDENT PUBLIC ACCOUNTS
During the fiscal year ended January 31, 2004, all other fees of the
Company's independent public accountants amounted to approximately $2,000, 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, 2004, the Board of Directors has considered whether non-audit
services are consistent with maintaining the auditor's independence.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Wholesale gasoline distribution sales were sold to a Stuckey's franchise
travel center not owned by the Company. The travel center is owned by the niece
of Michael L. Bowlin. The sales with the associated cost of goods and gross
profit consist of the following at January:
2004 2003 2002
---------- ---------- ----------
Gross sales $1,399,527 1,179,052 1,311,206
Cost of goods sold 1,355,553 1,144,956 1,257,959
---------- ---------- ----------
Gross profit $ 43,974 34,096 53,247
========== ========== ==========
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PROPOSAL NUMBER TWO:
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Neff & Ricci as independent public
accountants to audit the consolidated financial statements of the Company for
the fiscal year ending January 31, 2005, and to perform other accounting
services as requested by the Company. Although not required to do so, the Board
of Directors is submitting the appointment of that firm for ratification at the
Annual Meeting. A representative of Neff & Ricci is expected to be present at
the Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so, and is expected to be available to respond to appropriate
questions.
VOTE REQUIRED
The affirmative vote of a majority of the shares of Common Stock is
required to approve the proposed ratification of the appointment of Neff & Ricci
as the Company's independent accountants for the fiscal year ending January 31,
2005.
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, have advised the Company that they presently
intend to vote FOR the approval of the ratification of Neff & Ricci as
independent accountants. Accordingly, it is expected that such proposal will be
approved, although none of the above mentioned stockholders is obligated to vote
in favor of any proposal.
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, 2005, to be evaluated by the Board for inclusion in the information or
proxy statement for that meeting. Such proposals should be addressed to the
Corporate Secretary, Bowlin Travel Centers Inc., 150 Louisiana N.E.,
Albuquerque, New Mexico 87108. If a stockholder proposal is introduced at the
2005 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, 2005, 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 2005 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 Annual Meeting is being held for the purposes 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 Annual Meeting other
than as set forth in such Notice.
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2004 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, 2004 (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
/S/ MICHAEL L. BOWLIN
--------------------------------------
Michael L. Bowlin
Chairman of the Board
August 16, 2004
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