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
[X] Definitive Proxy Statement Commission Only (as permitted by
[_] Definitive Additional Materials Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
(ss.)240.14a-11(c) or (ss.)240.14a-12
Buckhead America Corporation
(Name of Registrant as Specified In Its Charter)
N/A
(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:
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:
[_] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
------------------------
BUCKHEAD AMERICA CORPORATION
------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2001
[LOGO]
7000 CENTRAL PARKWAY
SUITE 850
ATLANTA, GEORGIA 30328
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2001
TO THE STOCKHOLDERS OF
BUCKHEAD AMERICA CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BUCKHEAD
AMERICA CORPORATION ("Buckhead") will be held at the Central Park Conference
Center, 7000 Central Parkway, Suite 354, Atlanta, Georgia 30328 on May 24, 2001
at 11:30 a.m. (E.D.T.), for the following purposes:
1. To elect six directors to serve until the next annual meeting of
stockholders and until their successors are elected and have
qualified.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The proxy statement dated April 24, 2001, is attached. Only record holders
of Buckhead's common stock at the close of business on April 16, 2001, will be
eligible to vote at the meeting.
If you are not able to attend the meeting, please execute, complete, date
and return the proxy in the enclosed envelope. If you attend the meeting, you
may revoke the proxy and vote in person.
By Order of the Board of Directors:
/s/ Robert B. Lee
ROBERT B. LEE
Secretary
Date: April 24, 2001
A copy of the Annual Report to Stockholders of Buckhead America Corporation
for the year ended December 31, 2000 containing financial statements is
enclosed.
[LOGO]
7000 CENTRAL PARKWAY
SUITE 850
ATLANTA, GEORGIA 30328
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2001
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Buckhead America Corporation, a Delaware corporation
("Buckhead") of proxies for use at the 2001 Annual Meeting of Stockholders to be
held on May 24, 2001 at 11:30 a.m. (E.D.T.), at the Central Park Conference
Center, 7000 Central Parkway, Suite 354, Atlanta, Georgia 30328.
This proxy statement and the accompanying form of proxy are being first
mailed to stockholders on or about May 1, 2001 The stockholder giving the proxy
may revoke it at any time before it is exercised at the meeting by: (i)
delivering to the Secretary of Buckhead a written instrument of revocation
bearing a date later than the date of the proxy; (ii) duly executing and
delivering to the Secretary a subsequent proxy relating to the same shares; or
(iii) attending the meeting and voting in person; however, attendance at the
meeting will not in and of itself constitute revocation of a proxy. Any proxy
which is not revoked will be voted at the annual meeting in accordance with the
stockholder's instructions. If a stockholder returns a properly signed and dated
proxy card but does not mark any choices on one or more items, his or her shares
will be voted in accordance with the recommendations of the Board of Directors
as to such items. The proxy card gives authority to the proxies to vote shares
in their discretion on any other matter properly presented at the annual
meeting.
Proxies will be solicited from Buckhead's stockholders by mail. Buckhead
will pay all expenses in connection with the solicitation, including postage,
printing and handling, and the expenses incurred by brokers, custodians,
nominees and fiduciaries in forwarding proxy material to beneficial owners.
Buckhead may employ a proxy solicitation firm to solicit proxies in connection
with the annual meeting and Buckhead estimates that the fee payable for such
services will be less than $10,000. It is possible that directors, officers and
regular employees of Buckhead may make further solicitation personally or by
telephone, telegraph or mail. Directors, officers and regular employees of
Buckhead will receive no additional compensation for any such further
solicitation.
Only stockholders of record of Buckhead's common stock at the close of
business on April 16, 2001 (the "Record Date"), are entitled to notice of, and
to vote at, the annual meeting. On the Record Date, Buckhead had outstanding a
total of 1,970,779 shares of common stock, excluding a total of 143,102 shares
of treasury stock held by Buckhead, which are not entitled to vote. Each such
share will be entitled to one vote, non-cumulative, on each matter to be
considered at the annual meeting. A majority of the outstanding shares of common
stock, present in person or represented by proxy at the annual meeting, will
constitute a quorum for the transaction of business at the annual meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business.
Votes cast by proxy or in person at the annual meeting will be counted by
the persons appointed by Buckhead to act as election inspectors for the meeting.
Prior to the meeting, the inspectors will sign an oath to perform their duties
in an impartial manner and to the best of their abilities. The inspectors will
ascertain the number of shares outstanding and the voting power of each of such
shares, determine the shares represented at the meeting and the validity of
proxies and ballots, count all votes and ballots and perform certain other
duties as required by law.
Nominees for election as directors will be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election.
Accordingly, the six nominees receiving the highest vote totals will be elected
as directors of Buckhead at the annual meeting. It is expected that shares
1
beneficially held by officers and directors of Buckhead, which in the aggregate
represent approximately 36.0% of the outstanding shares of common stock, will be
voted in favor of each proposal. With respect to election of directors,
abstentions, votes "withheld" and broker non-votes will be disregarded and have
no effect on the outcome of the vote. There are no rights of appraisal or
similar dissenter's rights with respect to any matter to be acted upon pursuant
to this proxy statement.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of Buckhead recommends a vote FOR the election of
each of the nominees named below for election as director.
ELECTION OF DIRECTORS
The proxy holders intend to vote FOR election of the nominees named below
as directors of Buckhead, unless otherwise specified in the proxy. Directors of
Buckhead elected at the annual meeting to be held on May 24, 2001 will hold
office until the next annual meeting or until their successors are elected and
qualified.
Each of the nominees has consented to serve on the Board of Directors, if
elected. Should any nominee for the office of director become unable to accept
nomination or election, which is not anticipated, it is the intention of the
persons named in the proxy, unless otherwise specifically instructed in the
proxy, to vote for the election of such other person as the Board of Directors
may recommend.
The name and age of each nominee, his principal occupation, and the period
during which such person has served as a director are set forth below:
SERVICE AS
NAME OF NOMINEE AGE DIRECTOR POSITION
--------------- --- -------- --------
Douglas C. Collins 48 Since 1995 Chairman of the Board of Directors, President, Chief
Executive Officer and Treasurer
Robert B. Lee 46 Since 1997 Senior Vice President, Chief Financial Officer, Secretary
and Director
David C. Glickman 38 Since 1999 Director
David B. Mumford 42 Since 1999 Director
William K. Stern 75 Since 1992 Director
Steven A. Van Dyke 41 Since 1997 Director
Douglas C. Collins. Mr. Collins became President and Chief Executive
Officer of Buckhead in December 1992, became a director of Buckhead in May 1995
and became Chairman of the Board of Directors in March 1999. Prior to joining
Buckhead, Mr. Collins served as President of Days Inns from February 1992
through September 1992 and Director of Days Inns from September 1992 through
November 1992. Mr. Collins served as Senior Vice President and Chief Financial
Officer of Days Inns from August 1990 through February 1992, after serving as
President of Imperial Hotels Corporation, a hotel chain owner and operator, from
April 1988 until May 1990. Mr. Collins joined Imperial Hotels Corporation in
August, 1980, serving as Vice President of Finance and Development from June
1984 to April 1988.
Robert B. Lee. Mr. Lee became Secretary of Buckhead in December 1992 and
became Vice President and Chief Financial Officer in July 1993. Mr. Lee was
named Senior Vice President of Buckhead in May 1996 and became a director in
June 1997. Prior to joining Buckhead, Mr. Lee served as the Corporate Controller
of Days Inns from October 1990 until December 1992. Prior to that, Mr. Lee
functioned in numerous capacities up to senior manager in the accounting and
audit practice of KPMG LLP from December 1979 to October 1990.
2
David C. Glickman. Mr. Glickman became a director of Buckhead in 1999. He
is a Senior Vice President and Partner of Roulston & Company, a firm which
provides financial management services to individuals and institutions, and
until March 1999, he was an Associate Director with Bear Stearns & Co., Inc., an
investment banking firm, and had served in that capacity for more than the last
five years.
David B. Mumford. Mr. Mumford became a director of Buckhead in 1999. He is
the President of Mumford Company, Inc., a national leader in the brokerage of
hotel real estate, and has served in that capacity for more than the last five
years.
William K. Stern. Mr. Stern became a director of Buckhead in 1992. He has
over forty-five years of experience in the hospitality industry. He served as
Vice President of Loews Hotels and as President of Loews Representation
International, Inc. ("LRI"), a separate division of Loews Hotels. In 1987, Mr.
Stern established "The Grande Collection of Hotels," a deluxe division of LRI.
Mr. Stern also served as the Chief Executive Officer of the Grande Collection
division. Mr. Stern has been the owner of Stern Services International, a hotel
consulting company, since 1992.
Steven A. Van Dyke. Mr. Van Dyke became a director of Buckhead in 1997. Mr.
Van Dyke is the President and Chief Executive Officer of Bay Harbour Management,
L.C. ("Bay Harbour"), formerly known as Tower Investment Group, Inc. and has
served in that capacity for more than the last five years. Bay Harbour is an
investment advisor and manages multimillion dollar private equity and debt
funds.
INFORMATION ABOUT THE BOARD OF DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS--During 2000 there were four meetings of
the Board of Directors. Each incumbent director attended at least 75% of all
meetings of the Board of Directors.
DIRECTOR COMPENSATION--All non-employee directors of the Board of Directors
of Buckhead are paid an annual fee of $12,000 for service on the Board of
Directors and a fee of $750 for each Board meeting attended. Directors are
entitled to reimbursement of their traveling costs and other out-of-pocket
expenses incurred in attending Board and Committee meetings.
All non-employee directors serve on all standing committees, such as audit,
nominations and compensation. Functions normally addressed by such committees
are conducted at regularly scheduled and special meetings of the entire Board of
Directors.
The Board of Directors formed an Audit Committee in May, 2000. The Audit
Committee is responsible for (i) reviewing the Company's financial results and
the scope and results of audits; (ii) evaluating the Company's system of
internal controls and meeting with independent public accountants and
appropriate Company financial personnel concerning the Company's system of
internal controls; (iii) recommending to the Board of Directors the appointment
of the independent public accountants; and (iv) evaluating the Company's
financial reporting activities and the accounting standards and principles
followed. The current members of the Audit Committee are David C. Glickman,
David B. Mumford, William K. Stern and Steven A. Van Dyke. During 2000, the
Audit Committee held two meetings and also took action by written consent.
REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission (the "Commission") or subject to Regulations 14A or 14C of the
Commission or to the liabilities of Section 18 of the Securities and Exchange
Act of 1934 (the "Exchange Act") and shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933 or the Exchange Act,
notwithstanding any general incorporation by reference of this Proxy Statement
into any other document.
3
The Board of Directors maintains an Audit Committee comprised of four of
the Company's outside directors. The Board of Directors and the Audit Committee
believes that the Audit Committee's current member composition satisfies the
rule of the National Association of Securities Dealers, Inc. ("NASD") that
governs audit committee composition as currently in effect, including the
requirement that audit committee members all be "independent directors" as that
term is defined by NASD Rule 4200(a)(14). The Board has adopted a written
Charter of the Audit Committee, a copy of which is attached as Appendix A
hereto.
The Audit Committee oversees the Company's financial process on behalf of
the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. The independent auditors are responsible for expressing an opinion on
the conformity of the financial statements with United States generally accepted
accounting principles. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Annual Report on Form
10-K for the year ended December 31, 2000 with management and the independent
auditors, including without limitation, a discussion with the independent
auditors of the matters required to be discussed with the Audit Committee under
Statement on Auditing Standards No. 61.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence. Members of
the Committee rely without independent verification on the information provided
to them and on the representations made by management and the independent
accountants. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal control
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not assure that the audit of
the Company's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Company's auditors are in fact "independent."
In reliance on the reviews and discussion referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 for filing with Securities and Exchange
Commission.
AUDIT COMMITTEE
---------------
David C. Glickman
David B. Mumford
William K. Stern
Steven A. Van Dyke
The Company incurred the following fees for services performed by KPMG LLP
in 2000:
AUDIT FEES
Fees for the year 2000 audit and the review of Forms 10-Q in 2000 were
$133,000 of which an aggregate amount of $64,000 had been billed through
December 31, 2000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEE
KPMG LLP did not render any services related to financial information
systems design and implementation for the year ended December 31, 2000.
ALL OTHER FEES
Aggregate fees billed for all other services rendered by KPMG LLP for the
year ended December 31, 2000 were less than $5,000.
4
The Audit Committee considered whether the payments made to its independent
accountants for non-audit services for 2000 are compatible with maintaining such
auditors' independence.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by Buckhead to the
Chief Executive Officer, and the other executive officers whose salary and bonus
for 2000 exceeded $100,000 ("Named Executive Officers") for the years ended
December 31, 2000, 1999 and 1998.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Awards
Compensation Securities
--------------------- Underlying
Name and Principal Year Ended Salary Bonus Options/ All Other
Position December 31 ($) ($) SARs (#) Compensation($)
-------------------------- ---------------- --------- --------- ---------------- ----------------
Douglas C. Collins 2000 $ 280,000 74,662 20,000 (b) $ 9,133 (c)
Chief Executive 1999 260,000 158,265 17,000 8,600
Officer 1998 250,000 110,470 18,000 14,000
Ronald L. Devine(a) 2000 243,150 20,394 10,000 (b) 3,314 (d)
Former President - 1999 121,866 34,368 8,000 8,532
Lodge Keeper 1998 111,481 24,572 9,000 5,000
Robert B. Lee 2000 130,500 15,811 13,000 (b) 3,292 (d)
Chief Financial 1999 121,275 39,868 11,000 8,531
Officer 1998 115,500 25,457 12,000 9,000
Chetan N.Patel 2000 86,000 35,000 7,000 (b) 1,569 (d)
Chief Operating 1999 72,500 40,000 3,000 2,200
Officer - Country 1998 64,167 70,923 3,000 3,377
Hearth Inns
(a) Mr. Devine's employment with Buckhead terminated in November, 2000. Mr.
Devine's 2000 salary includes severance of $125,500 paid pursuant to his
employment agreement.
(b) See "Option Grants Table."
(c) Employer's portion of 401(k) contribution ($4,133) and non-qualified
deferred compensation plan ($5,000).
(d) Employer's portion of 401(k) contribution.
5
OPTION GRANTS TABLE
The following table sets forth the number of shares of common stock
underlying options granted to the named executive officers during the year ended
December 31, 2000. No stock appreciation rights were granted.
OPTION GRANTS IN 2000
INDIVIDUAL GRANTS
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
Number of
Securities % of Total Options
Underlying Granted to Exercise
Options Employees in Fiscal Price
Name Granted(#) Year ($/share)(1) Expiration Date
--------------------- ------------------ ------------------- ------------ -----------------------
Douglas C. Collins 20,000 24.4% $ 5.00 May 25, 2010
Ronald L. Devine 10,000 12.2% $ 5.00 May 25, 2010
Robert B. Lee 13,000 15.9% $ 5.00 May 25, 2010
Chatan N. Patel 7,000 8.9% $ 5.00 May 25, 2010
(1) The exercise price was fixed as the market price at the date of grant.
(2) The options vest and become exercisable in three equal, annual installments
of 33-1/3% each on (i) the grant date, (ii) the first anniversary of the
grant date, and (iii) the second anniversary of the grant date, and have a
term expiring ten years from the date of grant.
6
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth the number and year-end value of unexercised
options granted to the Named Executive Officers as of December 31, 2000. No
options were exercised by the Named Executive Officers during 2000.
2000 YEAR-END OPTION VALUES
Number of Shares of Value of Unexercised
Common Stock Underlying In-the-Money Options at
Unexercised Options at Year-
Year-End (#) End ($)(1)
---------------------------- -------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
------------------ ---------------------------- -------------------------
Douglas C. Collins 89,000 19,000 $ 5,550 0
Robert B. Lee 46,666 12,334 1,850 0
Chetan N. Patel 12,333 5,667 0 0
(1) Calculated based on the $3.625 closing sale price on The Nasdaq Stock Market
of the underlying securities on December 31, 2000.
EMPLOYMENT AGREEMENTS
Douglas C. Collins. Buckhead has entered into an employment contract with
Mr. Collins for a term which expires in July 2002. If the contract is terminated
by Buckhead prior to the end of its term, other than for cause and within twelve
months following a change-in-control (generally, acquisition of control of over
50% of the common stock or a change in a majority of the board of directors),
Mr. Collins shall be entitled to the greater of his annual salary (as defined)
payable through the end of his employment term and one-half of his annual salary
for the rest of the year in which such termination occurs. If such event
occurred as of January 1, 2001, Mr. Collins would be entitled to a payment of
$703,047.
If Mr. Collins terminates his contract between 90 and 120 days following a
change-in-control or within 30 days following any demotion, diminution of
responsibility or pay or forced relocation occurring within twelve months of a
change-in-control, he shall be entitled to the lesser of his annual salary
through the end of his employment term, and one-half of his annual salary for
the year in which such termination occurs. If such event occurred as of January
1, 2001, Mr. Collins would be entitled to a payment of $222,015.
If Mr. Collins' employment is otherwise terminated without cause before the
expiration of his employment term, Buckhead must pay him an amount equal to his
annual salary for the year in which such termination occurs. If such event
occurred as of January 1, 2001, Mr. Collins would be entitled to a payment of
$444,030.
Robert B. Lee. Buckhead has entered into an employment contract with Mr.
Lee for a term which expires in July 2002. If the contract is terminated by
Buckhead prior to the end of its term, other than for cause and within twelve
months following a change-in-control, Mr. Lee shall be entitled to the greater
of his annual salary (as defined) payable through the end of his employment term
and one-half of his annual salary for the rest of the year in which such
termination occurs. If such event occurred as of January 1, 2001, Mr. Lee would
be entitled to a payment of $299,892.
If Mr. Lee terminates his contract between 90 and 120 days following a
change-in-control or within 30 days following any demotion, diminution of
responsibility or pay or forced relocation occurring within twelve months of a
change-in-control, he shall be entitled to the lesser of his annual salary
through the end of his employment term, and one-half of his annual salary for
the year in which such termination occurs. If such event occurred as of January
1, 2001, Mr. Lee would be entitled to a payment of $94,703.
7
If Mr. Lee's employment is otherwise terminated without cause before the
expiration of his employment term, Buckhead must pay him an amount equal to his
annual salary for the year in which such termination occurs. If such event
occurred as of January 1, 2001, Mr. Lee would be entitled to a payment of
$189,406.
Chetan N. Patel. Buckhead has entered into an employment contract with Mr.
Patel for a term which expires in May 2003. If the contract is terminated by
Buckhead prior to the end of its term, other than for cause and within twelve
months following a change-in-control, Mr. Patel shall be entitled to the greater
of his annual base salary payable through the end of his employment term and
one-half of his annual base salary for the rest of the year in which such
termination occurs. If such event occurred as of January 1, 2001, Mr. Patel
would be entitled to a payment of $207,833.
If Mr. Patel terminates his contract between 90 and 120 days following a
change-in-control or within 30 days following any demotion, diminution of
responsibility or pay or forced relocation occurring within twelve months of a
change-in-control, he shall be entitled to the lesser of his annual base salary
through the end of his employment term, and one-half of his annual base salary
for the year in which such termination occurs. If such event occurred as of
January 1, 2001, Mr. Patel would be entitled to a payment of $43,000.
If Mr. Patel's employment is otherwise terminated without cause before the
expiration of his employment term, Buckhead must pay him an amount equal to his
annual base salary for the year in which such termination occurs. If such event
occurred as of January 1, 2001, Mr. Patel would be entitled to a payment of
$86,000.
BENEFIT PLANS
Employee Stock Option Plans
Buckhead's Employee Stock Option Plans (the "Option Plans") provide for the
grant of options to acquire a maximum of 520,000 shares of common stock. As of
March 31, 2001, options for 61,333 shares had been exercised under the Option
Plans, options for 348,000 shares were outstanding, and 110,667 shares remained
available for issuance.
CERTAIN TRANSACTIONS
In connection with the 1997 Lodge Keeper acquisition, Buckhead assumed a
lease for office space in Prospect, Ohio. The lease requires annual rent
payments of approximately $60,000 through 2006. Members of the immediate family
of Mr. Devine, a former executive officer and director of Buckhead, own 50% of
the lessor.
Also in connection with the Lodge Keeper acquisition, Mr. Devine executed a
$250,000 note payable to Buckhead for certain inventory and equipment which did
not relate to Lodge Keeper's primary business. The note bore interest at 10% and
was fully repaid in March, 2001.
During 2000, 1999 and 1998, Mumford Company, Inc. earned aggregate
brokerage commissions of $210,875 $63,000 and $142,313, respectively, relating
to Buckhead's sale of hotel properties. Mr. Mumford, a director of Buckhead, is
the President of Mumford Company, Inc.
Buckhead has entered into various hotel lease agreements with an affiliate
(the "Lessor") of Hotel-Motel Management Corporation, a beneficial holder of
more than 5 percent of the common stock. As of December 31, 2000, Buckhead had
advanced the Lessor a total of $765,000 in lease deposits and is committed to
advance an additional $585,000. Such deposits bear interest at 8%. Five of the
leased properties have been opened and Buckhead paid rent in 2000 of $375,000
and in 1999 of $220,000 to the Lessor.
8
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires Buckhead's executive officers and directors and persons
who beneficially own more than 10% of Buckhead's stock to file initial reports
of ownership and reports of changes in ownership with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
Executive officers, directors and greater than 10% beneficial owners are
required by SEC regulations to furnish Buckhead with copies of all Section 16(a)
forms they file.
Based solely on its review of copies of forms received by it pursuant to
Section 16(a) of the Exchange Act, or written representations from certain
reporting persons, Buckhead believes that during 2000 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with, except for (1) Mr. Chetan N. Patel and
Mr. William J. Selesky, each of whom filed one late Form 3, and (2) Mr. Ronald
L. Devine failed to file a Form 5 to report an exempt stock option grant.
9
OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS
AND CERTAIN EXECUTIVE OFFICERS
The following table sets forth certain information regarding the beneficial
ownership of Buckhead's common stock as of March 31, 2001 by: (i) each person or
group of affiliated persons known by Buckhead to be the beneficial owner of more
than 5% of the outstanding common stock; (ii) the Named Executive Officers who
beneficially own shares of Buckhead's common stock; (iii) each director and
nominee for director of Buckhead; and (iv) all of Buckhead's executive officers
and directors as a group. Except as otherwise indicated in the footnotes to this
table, Buckhead believes that the persons named in this table have sole voting
and investment power with respect to all the shares of common stock indicated.
Beneficial Ownership
as of March 31, 2001
---------------------------
Beneficial Owner Shares Percentage
---------------------------------------- ---------- ------------
Bay Harbour Management L.C.(1).......... 1,213,502 47.2%
Hotel-Motel Management Corporation(2)... 218,200 10.8%
Heartland Advisors, Inc.(3)............. 184,600 9.2%
Leon M. & Marsha C. Wagner(4)........... 124,181 6.2%
NY Motel Enterprises(5)................. 112,821 5.6%
Douglas C. Collins(6)................... 120,441 5.7%
Robert B. Lee(7)........................ 68,475 3.1%
Chetan N. Patel (8)..................... 15,667 *
David C. Glickman(9).................... 11,667 *
David B. Mumford(10).................... 12,167 *
William K. Stern(11).................... 59,667 2.9%
Steven A. Van Dyke(1)................... 1,244,200 48.0%
All officers, directors and nominees for
directors as a group (7 persons)(12).... 1,525,776 53.9%
___________________________
* Represents beneficial ownership of less than 1%.
(1) The shares beneficially owned include 657,947 shares held by investment
funds for which Bay Harbour Management L.C. ("Bay Harbour"), a registered
investment advisor under the Investment Advisors Act of 1940, serves as
investment advisor. Also includes an aggregate of 555,555 shares which may
be acquired upon conversion of a convertible debenture held by investment
funds managed by Bay Harbour. Mr. Steven A. Van Dyke is the majority
stockholder, President and Chief Executive Officer of Bay Harbour, and may
therefore be deemed to be the beneficial owner of the shares held by Bay
Harbour. Mr. Van Dyke directly owns 8,031 shares and has the right to
acquire an additional 22,667 shares within 60 days of the date of this
proxy statement. The address of Bay Harbour Management L.C., is Suite 270,
777 South Harbour Island Boulevard, Tampa, FL 33602.
(2) The address of Hotel-Motel Management Corporation is 1950 North Park Place,
Building 200, Suite 201, Atlanta, GA 30339.
(3) Based on Schedule 13G/A filed with the Securities and Exchange Commission
on January 16, 2001. Includes shares of common stock held in investment
advisory accounts of Heartland Advisors, Inc., ("Heartland"). As a result,
various persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
securities. The interests of one such account, Heartland Value Fund, a
series of Heartland Group, Inc., a registered investment company, relates
to more than 5% of the class. As a result of his position and stock
ownership of Heartland, Mr. William J. Nasgovitz, president and principal
shareholder of Heartland, could be deemed to also beneficially own these
shares. The address of Heartland and Mr. Nasgovitz is 789 North Water
Street, Milwaukee, WI 53202.
(4) Mr. Wagner holds 111,036 shares directly and Ms. Wagner, his spouse, holds
13,145 shares directly. The address of the Wagners is 8 Lincoln Woods,
Purchase, NY 10577
(5) The address of NY Motel Enterprises is 440 West 57th Street, New York, NY
10019.
10
(6) Includes 6,508 shares beneficially held by DC Hospitality, Inc., which is
85% owned by Mr. Collins and 15% owned by Mr. Lee and 101,333 shares
subject to options which are currently exercisable or which become
exercisable within 60 days of the date of this proxy statement.
(7) Includes 6,508 shares beneficially held by DC Hospitality, Inc., which is
15% owned by Mr. Lee and 85% owned by Mr. Collins and 54,667 shares subject
to options which are either currently exercisable or which become
exercisable within 60 days of the date of this proxy statement.
(8) Consists of 15,667 shares subject to options which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(9) Includes options to purchase 9,667 shares which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(10) Includes options to purchase 9,667 shares which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(11) Includes options to purchase 47,667 shares which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(12) Includes options to purchase 261,335 shares which are currently exercisable
or which become exercisable within 60 days of the date of this proxy
statement. Also includes shares beneficially owned by Bay Harbour (See Note
(1)) and DC Hospitality, Inc. (See Note (6)).
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of KPMG LLP has been the independent certified public
accountants of Buckhead since March 1993. Approval or selection of the
independent certified public accountants of Buckhead is not submitted for a vote
at the Annual Meeting of Stockholders. The Board of Directors of Buckhead has
historically selected the independent certified public accountants of Buckhead,
and the Board believes that it would be to the detriment of Buckhead and its
stockholders for there to be any impediment such as selection or ratification by
the stockholders to its exercising its judgment to remove Buckhead's independent
certified public accountants if, in its opinion, such removal is in the best
interest of Buckhead and its stockholders.
It is anticipated that a representative from the accounting firm of KPMG
LLP will be present at the annual meeting of Stockholders to answer appropriate
questions and make a statement if the representative desires to do so.
STOCKHOLDER PROPOSALS
Appropriate proposals of stockholders intended to be presented at
Buckhead's 2002 Annual Meeting of Stockholders pursuant to Rule 14a-8
promulgated under the Exchange Act must be received by Buckhead by January 1,
2002 for inclusion in its proxy statement and form of proxy relating to that
meeting. In addition, all stockholder proposals submitted outside of the
stockholder proposal rules included in Rule 14a-8 promulgated under the Exchange
Act must be received by Buckhead by March 17, 2002, in order to be considered
timely. If such stockholder proposals are not timely received, proxy holders
will have discretionary voting authority with regard to any such stockholder
proposals which may come before the 2002 annual meeting. If the date of the next
annual meeting is advanced or delayed by more than 30 calendar days from the
date of the annual meeting to which this proxy statement relates, Buckhead
shall, in a timely manner, inform its shareholders of the change, and the date
by which proposals of shareholders must be received.
UPON THE WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL OWNER OF COMMON STOCK
OF BUCKHEAD WHOSE PROXY WAS SOLICITED IN CONNECTION WITH THE 2001 ANNUAL MEETING
OF SHAREHOLDERS, BUCKHEAD WILL FURNISH SUCH OWNER, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-K WITHOUT EXHIBITS FOR ITS FISCAL YEAR ENDED DECEMBER
31, 2000. REQUEST FOR A COPY OF SUCH ANNUAL REPORT ON FORM 10-K SHOULD BE
ADDRESSED TO SECRETARY, BUCKHEAD AMERICA CORPORATION, 7000 CENTRAL PARKWAY,
SUITE 850, ATLANTA, GEORGIA 30328.
11
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO SIGN, COMPLETE, DATE AND
RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE
AFFIXED.
By Order of the Board of Directors
/s/ Robert B. Lee
ROBERT B. LEE
Secretary
Dated: April 24, 2001
12
APPENDIX A
----------
AUDIT COMMITTEE CHARTER
OF
BUCKHEAD AMERICA CORPORATION
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by maintaining a
continuously functional committee of independent directors. The Audit
Committee's primary focus shall involve oversight functions to support the
quality and integrity of the Company's accounting and financial reporting
processes generally. The Audit Committee's functions shall not necessarily be
limited to accounting and financial matters. The Audit Committee's primary
duties and responsibilities are to:
o Serve as an independent and objective party to review the financial
statements and management's discussion and analysis of financial
condition and results of operations contained in the Company's Annual
Report.
o Review and appraise the audit efforts of the Company's independent
public accountants.
o Provide an open avenue of communication among the independent public
accountants, financial and senior management and the Board of
Directors.
o Recommend to the Board of Directors appointment of the Company's
independent public accountants.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.
In fulfilling its purpose, the Audit Committee shall be an active
participant in some but not all communications between management and the
Company's independent public accountants. It is understood that the Audit
Committee does not provide special assurances on the Company's financial
statements or financial reporting, but rather serves as one among other means to
promote the integrity of the Company's financial statements and financial
reporting.
In fulfilling its duties and responsibilities, the Audit Committee
acknowledges the independent public accountants' ultimate accountability to the
Board of Directors and the Audit Committee, as representatives of shareholders.
In addition, the Audit Committee as representatives of shareholders,
acknowledges that it has the ultimate authority and responsibility to select,
evaluate, and where appropriate, to replace the Company's independent public
accountants.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board of Directors, each of whom shall be qualified to be a
member of the Audit Committee under the applicable rules set forth by the
Securities and Exchange Commission and the National Association of Securities
Dealers.
The members of the Audit Committee shall be elected by the Board of
Directors. Unless a Chair is elected by the full Board of Directors, the members
of the Audit Committee may designate a chair by majority vote of the full
Committee membership.
1
III. MEETINGS
The Audit Committee shall meet at least two times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Audit Committee should meet at least annually with management
and the independent public accountants. The Audit Committee shall consider
meeting separately with the auditors and management, and in any event shall
encourage opportunities for such private communications to discuss any matters
that the Audit Committee or each of these groups believe should be discussed
privately. The Audit Committee shall report on its meetings to the Board of
Directors.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
------------------------
1. Review and update this Charter periodically as conditions dictate and
determine whether it has satisfied its responsibilities under this Charter
during the prior year.
2. Review the Company's annual financial statements and oversee reports or
other financial information submitted to the Securities and Exchange Commission,
or the public, including any certification, report, opinion, or review rendered
by the independent public accountants.
3. Monitor with financial management and the independent public accountants
the Company's Forms 10-Q. The Committee shall focus in this regard shall
particularly include any significant adjustments, management judgments and
accounting estimates, significant new accounting policies and disagreements with
management. Monitoring interim reports may be conducted without formal Audit
Committee meetings.
4. Prepare a report to be included in the Company's annual Proxy Statement
regarding the Audit Committee's activities, in accordance with the requirements
set forth by the Securities and Exchange Commission.
Independent Public Accountants
------------------------------
5. Recommend to the Board of Directors the selection of the independent
public accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent public accountants.
6. On an annual basis, the Committee shall ensure the receipt of, and
review, a formal written statement from the independent public accountants
regarding delineating all relationships between the public accountant and the
Company, consistent with Independence Standards Board Standard 1 and to actively
engage in a dialogue with the independent public accountants regarding any
disclosed relationships or services that may impact the objectivity and
independence of the public accountant and for taking, or recommending that the
Board of Directors take appropriate action to oversee the independence of the
public accountant.
7. Review the performance of the independent public accountants and approve
any proposed discharge when circumstances warrant in accordance with the fact
that the independent public accountants are ultimately responsible to the Board
of Directors and to the Audit Committee as representatives of the Company's
shareholders.
8. Periodically consult with the independent public accountants (which, in
the discretion of the Committee, may occur out of the presence of management)
about internal controls and the quality and accuracy of the Company's financial
statements.
2
Financial Reporting
-------------------
9. In consultation with the independent public accountants, monitor the
integrity of the Company's financial reporting processes, both internal and
external.
10. Consider the independent public accountants' judgments about the
quality and appropriateness of the Company's accounting principles as applied in
its financial reporting.
11. Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practices as suggested by the independent
public accountants and management.
Process Improvement
-------------------
12. Following completion of the annual audit, review with each of
management and the independent public accountants any significant difficulties
encountered during the course of the audit, including any restrictions on the
scope of work or access to required information.
13. Review any significant disagreement among management and the
independent public accountants in connection with the preparation of the
financial statements. 14. Review with the independent public accountants and
management the extent to which changes or improvements in financial or
accounting practices, as approved by the Audit Committee, have been implemented.
Ethical and Legal Compliance
----------------------------
15. As brought to the attention of the Audit Committee, review conflicts of
interest transactions.
16. Review the activities, organizational structure, and qualifications of
the internal finance and accounting department.
17. Review any legal matter that could have a significant impact on the
Company's financial statements with the Company's counsel.
18. Perform any other activities consistent with this Charter, the
Company's By-laws and governing law, as the Committee or the Board of Directors
deems necessary or appropriate.
While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's policies.
3
ANNEX 1
PROXY
BUCKHEAD AMERICA CORPORATION
7000 CENTRAL PARKWAY
SUITE 850
ATLANTA, GEORGIA 30328
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Douglas C.
Collins and Robert B. Lee, and each of them, as proxies, each with the power to
appoint his substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse side, all the shares of common stock of
Buckhead America Corporation ("Buckhead") held of record by the undersigned on
April 16, 2001, at the Annual Meeting of Stockholders to be held on May 24, 2001
or any adjournment thereof (the "Meeting").
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Vote by Telephone Vote by Internet
It's fast, convenient, and immediate! It's fast, convenient, and your
Call Toll-Free on a Touch-Tone Phone vote is immediately confirmed and
1-877-PRX-VOTE (1-877-779-8683). posted.
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy Statement 1. Read the accompanying Proxy
and Proxy Card. Statement and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683. http://www.eproxyvote.com/buck
------------------------------
3. Enter your 14-digit Voter Control 3. Enter your 14-digit Voter
Number located on your Proxy Card Control Number located on your
Proxy Card above your name.
4. Follow the recorded instructions. 4. Follow the instructions
provided.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/buck
anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
Proxies voted by Telephone or Internet must be received by 3:00 P.M. EDT - May
22, 2001
[X] Please mark votes as in this example.
THE PROXIES SHALL VOTE AS SPECIFIED BY THE STOCKHOLDER, OR IF NO INDICATION IS
MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE LISTED PROPOSALS.
1. ELECTION OF DIRECTORS
Nominees: (01) Douglas C. Collins, (02) David C. Glickman, (03) Robert B. Lee,
(04) David B. Mumford, (05) William K. Stern, and (06) Stephen A. Van Dyke
FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL NOMINEES
[ ]
--------------------------------------
For all nominees except as noted above
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
(Stockholders should sign exactly as name appears on stock certificate.
Where there is more than one owner each should sign. Executors,
Administrators, Trustees and others signing in a representative capacity
should so indicate.)
Signature:________________ Date:______ Signature:___________________ Date:______
2
1349462