Form DFAN14A - Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material
February 02 2024 - 10:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under Rule 14a-12 |
PARKS! AMERICA, INC.
(Name of Registrant as Specified in Its Charter)
FOCUSED COMPOUNDING FUND, LP
ANDREW KUHN
GEOFF GANNON
JAMES FORD
(Name of Persons(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
_____________________________________________________________________________________
Focused Compounding Fund, LP updated the website it established in
connection with the Special Meeting and made additional social media posts regarding the Special Meeting. The contents of the website
update and social media posts are below:
Focused Compounding's plan represents a fundamental
change in the way we will manage your business.
It involves several owner-oriented
efforts: cost reduction initiatives, potential optimization of our asset base and managerial ranks to focus on a better mix of consistently
positive EBITDA-producing properties, and the enhancement of investor relations to make PRKA more investable.
Improve Operations: The board must
exercise constant vigilance in cost control by setting and sticking to annual park-by-park operating budgets agreed upon with GMs who
are highly incentivized to meet or exceed their budgets each and every year.
De-Centralize Management
| · | Only two corporate positions: CEO and CFO. |
| · | All other managers will be assigned a specific park to head as General Manager (GM)
with profit/loss responsibility, bonus opportunity, etc. |
Incentivize Local Managers and Frontline Employees: Create Monthly
Park-by-Park Bonus Pools for ALL Park Employees
| · | The bonus pool will equal a predetermined percentage of the excess of the current
calendar months park-level EBITDA over record best same calendar month park-level EBITDA. The bonus pool will be paid to non-GM
employees and to the general manager. The bonus pool will be paid in cash at the end of each month. We believe this will reduce unnecessary
headcount and waste. |
Hire New Ad Agency
| · | $1.1 million budget (2023). Switch to a digital/social agency with better creative
skills. Cuts to ad spending are likely this year. Future spending will be determined by projected ROI. |
Improve Capital Allocation: The board must constantly know the
value of each park if sold to a third party or liquidated entirely and how value could be increased if the capital was reallocated. Every
park must earn its keep on an ROI basis.
Obtain an Appraisal/Liquidation Analysis for Two of the
Parks
| · | Missouri: 225 acres / 650 animals see-saws between slightly positive (2023)
and slightly negative (2022) EBITDA; has $3.4 million in assets at book value. |
| · | Aggieland: 450 acres (200 unused) / 650 animals / one oil well produces negative
EBITDA; has $7.7 million in assets at book value. |
Work with Bank
| · | Attempt to work with First Financial for permission to make asset sales. |
Capital Expenditures
| · | $1.4 million budget (2024 est.). Cuts to cap-ex likely this year. Future spending
will be determined by projected ROI. |
Improve Investor Relations: Enhance PRKA's stock investability
by establishing accountability with investor base.
Reverse-Stock-Split
| · | 1-for-100 reverse stock split. Shareholders holding 99 shares or less will receive
cash. PRKAs split-adjusted stock price will be in line with a more common trading price for listed, more liquid stocks, etc. |
Report on Progress
| · | Host quarterly earnings calls with investors. |
Annual Shareholder’s Meeting
A shareholder meeting will be held
annually at one of the company’s parks. CEO will participate in a (as long as needed to answer all questions) Q&A session with
shareholders. Q&A session will be re-played/archived on the company’s website.
Additional
Information
Focused
Compounding Group, LP, Focused Compounding Capital Management, LLC, Andrew Kuhn, Geoffrey Gannon and James Ford (collectively, the “Focused
Compounding Group”) have filed a contested definitive Proxy Statement (the “Proxy Statement”) together with a proxy
card with the SEC in connection with the proxy solicitation the Focused Compounding Group initiated regarding the Special meeting
of Shareholders of Parks! America, Inc. (“Parks!”) scheduled for February 26, 2024 (the “Proxy Solicitation”).
Parks! has also scheduled an Annual Meeting of Shareholders for June 6, 2024.
SHAREHOLDERS
ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE PROXY STATEMENT TO BE FILED IN CONNECTION
WITH THE ANNUAL MEETING WHEN AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT THE FOCUSED COMPOUNDING GROUP FILES WITH THE SEC CAREFULLY
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders
may obtain, free of charge, copies of the Proxy Statement, and any amendments or supplements thereto and other documents (including the
proxy card) at the SEC’s website (http://www.sec.gov).
Certain
Information Regarding Participants
The
respective members of the Focused Compounding Group may be deemed to be participants in the solicitation of proxy cards from shareholders
in connection with the Proxy Statement. Additional information regarding the identity of these participants, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the Proxy Statement and certain other materials filed with the SEC in connection
with the Proxy Solicitation.
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