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:
|
o
|
|
Preliminary Information
Statement
|
|
o
|
|
Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
|
|
þ
|
|
Definitive Information
Statement
|
Bowlin Travel Centers,
Inc.
(Name of
Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
|
þ
|
|
No fee required.
|
|
o
|
|
Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
|
|
|
|
|
|
|
|
|
|
1)
|
|
Title
of each class of securities to which transaction applies:
|
|
|
|
2)
|
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
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):
|
|
|
|
4)
|
|
Proposed
maximum aggregate value of transaction:
|
|
|
|
5)
|
|
Total
fee paid:
|
|
|
|
|
|
|
|
o
|
|
Fee paid previously with
preliminary materials.
|
|
o
|
|
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:
|
|
|
|
2)
|
|
Form,
Schedule or Registration Statement No.:
N/A
|
|
|
|
3)
|
|
Filing
Party:
N/A
|
|
|
|
4)
|
|
Date
Filed:
N/A
|
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 26,
2008
To Our
Stockholders:
The 2008
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 26, 2008, 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 Accounting & Consulting Group, LLP to serve
as independent public accountants of the Company for the fiscal year
ending January 31, 2009; 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 Monday, August 4, 2008, 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
14, 2008
BOWLIN TRAVEL CENTERS,
INC.
150
Louisiana N.E.
Albuquerque,
New Mexico 87108
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 26, 2008, 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 14, 2008.
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 4, 2008 (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 Accounting & Consulting Group, LLP as the independent
auditors of the Company for the fiscal year ending January 31, 2009 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. Stäke 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. Stäke 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
|
|
64
|
|
Chairman
of the Board, President and Chief Executive Officer
|
|
William
J. McCabe
|
|
58
|
|
Senior
Vice President – Management
Information
Systems, Secretary, Treasurer and Director
|
|
Nina
J. Pratz
|
|
56
|
|
Chief
Financial Officer, Senior Vice President and Director
|
|
David
B. Raybould
|
|
55
|
|
Director
|
|
Kim
D. Stäke
|
|
52
|
|
Chief
Administrative Officer, Vice President and
Director
|
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. Stäke.
Ms.
Stäke has served as Vice President and Chief Administrative Officer since April
of 2002. Ms. Stäke has been employed with the Company since December
of 1997. Ms. Stäke also serves as Controller and oversees SEC
compliance. Ms. Stäke holds a Bachelor’s degree in Business
Administration from the University of New Mexico.
David B.
Raybould has been determined to be the Company’s independent
director. Michael L. Bowlin, William J. McCabe, Nina J. Pratz and Kim
D. Stäke are not independent.
MEETINGS
AND COMMITTEES OF THE BOARD OF DIRECTORS
During
the fiscal year ended January 31, 2008, the Board of Directors of the
Company met on two 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 does not operate pursuant to an Audit Committee charter when
performing the functions of an Audit Committee. The Board of
Directors has determined that Kim D. Stäke, while not independent, qualifies as
an audit committee financial expert as defined in Item 407(d)(5) of Regulation
S-K.
The
Company promotes accountability for adherence of 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; strives 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 Company is not required 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 to 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
Chief Executive Officer, Mr. Bowlin, owns approximately 57.6% of the Company’s
common stock and approved the nomination of the members of the Board identified
herein. 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 stockholders to nominate potential candidates
for director nominees. The Board of Directors does not operate
pursuant to a nominating committee charger when performing the functions of a
nominating committee.
The Board
will consider, but is not required to approve, nominations for directors by
stockholders for any annual meeting of the Company, provided a written
recommendation is received by the Company no later than the date stockholder
proposals must be submitted for consideration prior to such annual
meeting.
In
evaluating the suitability of potential nominees for membership on the Board,
the Board will consider the Board’s current composition, including expertise,
diversity, and balance of inside and outside directors, and consider the general
qualifications of the potential nominees, such as:
|
|
·
|
Unquestionable
integrity and honesty;
|
|
|
·
|
The
ability to exercise sound, mature and independent business judgment in the
best interest of the stockholders as a
whole;
|
|
|
·
|
Recognized
leadership in business or professional
activity;
|
|
|
·
|
A
background and experience that will complement the talents of the other
Board members;
|
|
|
·
|
Willingness
and capability to take the time to actively participate in Board and
Committee meetings and related
activities;
|
|
|
·
|
Ability
to work professionally and effectively with other Board members and the
Company’s management; and
|
|
|
·
|
Lack
of realistic possibilities of conflict of interest or legal
prohibition.
|
The Board
will also see that all necessary and appropriate inquiries are made into the
backgrounds of such candidates. Other than the foregoing, there are
no stated minimum criteria for director nominees, although the Board may also
consider such other factors as it may deem to be in the best interest of the
Company and its stockholders.
In
obtaining the names of possible new nominees, the Board may make its own
inquiries and will receive suggestions from the Directors, stockholders and
other sources.
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.
The
Company’s entire Board of Directors performs the functions similar to those of a
compensation committee. The Board of Directors believes that given
the size of the Company and its operations, it is more efficient for the entire
Board to perform this function, rather than delegating this to a
committee. The full Board, including the Company’s President and
Chief Executive Officer participates in the determination of executive and
director compensation. The Board of Directors does not operate
pursuant to a compensation committee charter when performing the functions of a
compensation committee.
Executive
compensation 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.
The
Company does not offer any equity-based compensation to employees including
executive officers. To date, the Board of Directors has elected not
to provide any form of long-term incentive compensation to executive officers.
The Board regularly considers the nature of its compensation program, including
the various compensation elements that should be part of its overall
compensation program for officers.
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.
|
While the
Board has general knowledge of its industry, it does not use compensation
consultants or surveys of competitor or industry compensation to set
compensation for its named executive officers.
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 of
Directors 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 of Directors 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
of Directors 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 decisions are
based. The Board of Directors does not assign any specified weight to the
criteria it considers.
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 and other subjective
criteria. Bonus compensation is also based on the Company’s overall
performance.
Compensation
of Directors
The
following table summarizes all compensation paid by the Company to its Directors
for services rendered to the Company during the fiscal year ended January 31,
2008:
|
Director
Compensation for the Fiscal Year Ended January 31, 2008
|
|
|
|
|
|
|
|
Name
|
|
Fees
earned or paid in cash ($)
|
|
Total
($)
|
|
|
|
|
|
|
|
Michael
L. Bowlin
|
|
—
|
|
—
|
|
William
J. McCabe
|
|
—
|
|
—
|
|
David
B. Raybould
|
|
1,500
|
|
1,500
|
|
Nina
J. Pratz
|
|
—
|
|
—
|
|
Kim
D. Stäke
|
|
—
|
|
—
|
Executive
Compensation
The
following table summarizes all compensation paid by the Company to its Chief
Executive Officer and Chief Financial Officer for services rendered to the
Company during the fiscal years ended January 31, 2008 and 2007. The
Company has no other executive officer whose total annual salary and bonus paid
to them exceeded $100,000 for the most recent fiscal year. All
information set forth in this table reflects compensation earned by these
individuals for services with the
Company.
Summary Compensation
Table
|
|
|
|
|
Annual
Compensation
|
|
|
|
Name and Principal
Position
|
|
Fiscal
Year
|
|
Salary
($)(1)
|
|
Bonus
($)
|
|
Other Annual
Compensation
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
L. Bowlin
|
|
|
|
|
|
|
|
|
|
|
|
Chairman of the Board,
|
|
2008
|
|
97,500
|
|
85,050
|
|
15,848
(2)
|
|
198,398
|
|
President & CEO
|
|
2007
|
|
97,500
|
|
85,050
|
|
15,912
(2)
|
|
198,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nina
J. Pratz
|
|
|
|
|
|
|
|
|
|
|
|
CFO, Senior Vice-
|
|
2008
|
|
78,000
|
|
27,350
|
|
8,014
(3)
|
|
113,364
|
|
President & Director
|
|
2007
|
|
78,000
|
|
21,375
|
|
6,639
(3)
|
|
106,014
|
_____________
|
(1)
|
Includes
amounts deferred at the election of the CEO and the CFO to be contributed
to his or her 401(k) Profit Sharing Plan
account.
|
|
(2)
|
Amount for
2008 includes (i) $1,620 of the Company’s discretionary matching
contributions allocated to Mr. Bowlin’s 401(k) Profit Sharing Plan
account, (ii) $7,728 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 2007 includes (i) $1,620 of the Company’s discretionary matching
contributions allocated to Mr. Bowlin’s 401(k) Profit Sharing Plan
account, (ii) $7,792 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 car
allowance.
|
|
(3)
|
Amount for 2008 includes (i) $3,514 of Bowlin Travel Centers
discretionary matching contributions allocated to Ms. Pratz’s 401(k)
account and (ii) $4,500 for vacation payout. Amount for 2007
includes $3,639 of Bowlin Travel Centers discretionary matching
contributions allocated to Ms. Pratz’s 401(k) account and (ii) $3,000 for
vacation payout.
|
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, 2008, all filing
requirements under Section 16(a) of the Exchange Act applicable to its officers,
directors and greater than ten percent owners were complied with.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of July 30, 2008, 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.
|
NAME OF BENEFICIAL
OWNER
|
|
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
(3)
|
|
PERCENT OF CLASS
(4)
|
|
|
|
|
|
|
|
Michael
L. Bowlin
(1)(5)
|
|
2,641,036
|
|
57.6%
|
|
|
|
|
|
|
|
William
J. McCabe
(1)
|
|
64,548
|
|
1.4%
|
|
|
|
|
|
|
|
Nina
J. Pratz
(1)
|
|
116,802
|
|
2.5%
|
|
|
|
|
|
|
|
Kim
D. Stäke
(1)
|
|
100
|
|
*
|
|
|
|
|
|
|
|
David
B. Raybould
(1)
|
|
–
|
|
–
|
|
|
|
|
|
|
|
Monica
A. Bowlin
(1)(6)
|
|
2,641,036
|
|
57.6%
|
|
|
|
|
|
|
|
Yorktown
Avenue Capital, LLC
(2)
|
|
514,680
|
|
11.2%
|
|
|
|
|
|
|
|
All
directors and executive officers as a group (5 persons)
|
|
2,822,486
|
|
61.6%
|
|
(1)
|
All
of the holders have an address at c/o the Company, 150 Louisiana NE,
Albuquerque, NM, 87108.
|
|
(2)
|
Address
is 415 South Boston, 9
th
Floor, Tulsa,
Oklahoma 74103.
|
|
(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 30, 2008.
|
|
(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
1,701,353 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.
|
DISCLOSURE
OF PRINCIPAL ACCOUNTING FEES AND SERVICES
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 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. All of the below described
fees were approved by the Board of Directors in accordance with the above
described procedures.
Audit
Fees
The
aggregate fees billed by Accounting & Consulting Group, LLP (the “Group”)
for professional services rendered for the audit of the Company’s annual
financial statements for the fiscal years ended January 31, 2008 and January 31,
2007, and for the review of the financial statements included in the Company’s
Quarterly Reports on Form 10-Q for the fiscal years ended and January 31, 2008
and for the quarter ended October 31, 2006 were approximately
$47,800.
The
aggregate fees billed by Moss Adams LLP (“Moss Adams”) for professional services
rendered for the audit of the Company’s annual financial statements for the
fiscal year ended January 31, 2007, and for the review of the financial
statements included in the Company’s Quarterly Reports on Form 10-Q for the
quarters ended April 30, 2006 and July 31, 2006 were approximately $4,200 and
$43,200, respectively.
Audit-Related
Fees
None.
Tax
Fees
The fees
billed by Greg DuBrock, CPA for professional services rendered for the
preparation of the Company’s tax return for the fiscal years ended January 31,
2007 and January 31, 2006 were approximately $1,100 and $1,000
respectively.
All
Other Fees
The fees
billed by Pulakos & Alongi, LTD for professional services rendered during
fiscal year 2008 for establishing, documenting and evaluating the design and
operating effectiveness of the Company’s internal controls over financial
reporting in preparation of complying with Sarbanes-Oxley Section 404 management
requirements for non-accelerated filers were approximately $37,400.
The fees
billed by Greg DuBrock, CPA for professional services rendered for the
preparation of the Company’s annual return/report of employee benefit plan for
the fiscal year ended January 31, 2007 and January 31, 2006 were approximately
$2,100 for both fiscal years.
Financial
Information Systems Design and Implementation Fees
During
the fiscal year ended January 31, 2008, the Company did not engage its
independent public accountants to perform financial information systems design
and implementation.
PROPOSAL
NUMBER TWO:
RATIFICATION
OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board
of Directors has appointed Accounting and Consulting Group, LLP as independent
public accountants to audit the consolidated financial statements of the Company
for the fiscal year ending January 31, 2009, 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
Accounting and Consulting Group, LLP 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 Accounting and
Consulting Group, LLP as the Company’s independent accountants for the fiscal
year ending January 31, 2009.
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 Accounting and Consulting Group, LLP 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,
2009, 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 2008 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, 2009, 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
2009 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.
2007
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, 2008 (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
14, 2008
Bowlin Travel Centers (PK) (USOTC:BWTL)
Historical Stock Chart
From Nov 2024 to Dec 2024
Bowlin Travel Centers (PK) (USOTC:BWTL)
Historical Stock Chart
From Dec 2023 to Dec 2024
