-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KNLKJn9zLtwZcPo0A6se6ZmJF3lNbPfeVqvb34om0c+nsaGJW/IuF53kIAc6FbDU ijTp5PjkVJVCq8Q4A/RRiA== 0001012709-00-000399.txt : 20000425 0001012709-00-000399.hdr.sgml : 20000425 ACCESSION NUMBER: 0001012709-00-000399 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000523 FILED AS OF DATE: 20000424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JORDAN AMERICAN HOLDINGS INC CENTRAL INDEX KEY: 0000855663 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 650142815 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-18974 FILM NUMBER: 607140 BUSINESS ADDRESS: STREET 1: 1875 SKI TIME SQUARE DRIVE STREET 2: SUITE ONE CITY: STEAMBOAT SPRINGS STATE: CO ZIP: 80487-9015 BUSINESS PHONE: 9708791189 MAIL ADDRESS: STREET 1: 1875 SKI TIME SQUARE STREET 2: SUITE ONE CITY: STEAMBOAT SPRINGS STATE: CO ZIP: 80487-9015 FORMER COMPANY: FORMER CONFORMED NAME: CHRISTIAN PURCHASING NETWORK INC DATE OF NAME CHANGE: 19920703 DEF 14A 1 JORDAN AMERICAN HOLDINGS, INC. - DEFINITIVE PROXY SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934 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 Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material under Rule 14a-12 - -------------------------------------------------------------------------------- JORDAN AMERICAN HOLDINGS, INC. (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rule 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 the 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: ---------------------------------------------------------------------- JORDAN AMERICAN HOLDINGS, INC. 2155 RESORT DRIVE, SUITE 108 STEAMBOAT SPRINGS, COLORADO 80487 (970) 879-1189 ------------------------------------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS May 23, 2000 ------------------------------------------------- NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Jordan American Holdings, Inc., a Florida corporation (the "Company"), will be held on Tuesday, May 23, 2000, at 3:00 o'clock p.m., Mountain Daylight Time, in the Company's offices at 2155 Resort Drive, Suite 108, Steamboat Springs, Colorado 80487, for the following purposes, all of which are set forth more completely in the accompanying proxy statement: 1. To elect two Directors to serve for three-year terms; 2. To ratify the selection of Spicer, Jeffries & Co. as the Company's independent auditor; and 3. To transact such other business as may properly come before the meeting. Pursuant to the Company's Bylaws, the Board of Directors has fixed the close of business on April 7, 2000, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. A FORM OF PROXY AND THE ANNUAL REPORT OF THE COMPANY, INCLUDING ITS FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1999, ARE ENCLOSED. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. BY ORDER OF THE BOARD OF DIRECTORS W. Nea1 Jordan, Chairman of the Board Steamboat Springs, Colorado April 24, 2000 JORDAN AMERICAN HOLDINGS, INC. 2155 RESORT DRIVE, SUITE 108 STEAMBOAT SPRINGS, COLORADO 80487 (970) 879-1189 ----------------------------------- PROXY STATEMENT ----------------------------------- The enclosed proxy is solicited by the Board of Directors of Jordan American Holdings, Inc., a Florida corporation (the "Company" or "JAHI"), for use at the Annual Meeting of Shareholders to be held on May 23, 2000, at 3:00 o'clock p.m., Mountain Daylight Time, in the Company's offices at 2155 Resort Drive, Suite 108, Steamboat Springs, Colorado 80487 (the "Meeting"). The approximate date on which this statement and the enclosed proxy will first be sent to Shareholders is April 24, 2000. The form of proxy provides a space for you to withhold your vote for any proposal. You are urged to indicate your vote on each matter in the space provided. If no space is marked, then the proxy will be voted by the persons therein named at the meeting: 1) for the election of two Directors to serve three-year terms; 2) for the ratification of the selection of Spicer, Jeffries & Co. as the Company's independent auditors; and 3) in their discretion, upon such other business as may properly come before the meeting. Whether or not you plan to attend the meeting, please fill in, sign and return your proxy card in the enclosed envelope. The cost of proxy solicitation by the Board of Directors will be borne by the Company. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies personally and by telephone and telegraph, all without extra compensation. At the record date for the meeting, the close of business on April 7, 2000, the Company had 10,421,266 shares outstanding of $.001 par value common stock (the "Common Stock") and 3,000,000 shares of 8% convertible redeemable cumulative preferred stock (the "Preferred Stock"). Each share of Common Stock entitles the holder thereof on the record date to one vote on each matter submitted to a vote of Shareholders. The Preferred Stock is non-voting. Only holders of the Common Stock of record at the close of business on April 7, 2000, are entitled to notice of and to vote at the Meeting. If there are not sufficient votes for approval of any of the matters to be voted upon at the Meeting, then the Meeting may be adjourned in order to permit further solicitation of proxies. The quorum necessary to conduct business at the Meeting consists of a majority of the outstanding shares of Common Stock. The election of Directors will be by a plurality of votes cast, either in person or by proxy, at the Meeting. The approval of the proposals covered by this Proxy Statement, other than the election of Directors, will require an affirmative vote of the holders of a majority of the shares of Common Stock of the Company voting in person or by proxy at the Meeting. A STOCKHOLDER WHO SUBMITS A PROXY ON THE ACCOMPANYING FORM HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS USE BY DELIVERING A WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY EXECUTING A LATER-DATED PROXY, OR BY ATTENDING THE MEETING AND VOTING IN PERSON. UNLESS AUTHORITY IS WITHHELD, PROXIES THAT ARE PROPERLY EXECUTED WILL BE VOTED FOR THE PURPOSES SET FORTH THEREON. 2 MANAGEMENT ---------- DIRECTORS AND EXECUTIVE OFFICERS The Company currently has five Directors serving on its Board. The Directors and Executive Officers of the Company are as follows: NAME AGE POSITIONS - ---- --- --------- W. Neal Jordan 60 Chairman of the Board; Chief Executive Officer; Chief Investment Officer Charles R. Clark (1) 40 Director; Chief Market Analyst A.J. Elko 36 Director; Chief Operating Officer; Chief Financial Officer Terri W. Abady (1) 52 Director Herald Stout 38 Director - ---------------------------------------- (1) Member of the Audit Committee. W. Neal Jordan has served as the Chairman of the Board of the Company since August 1, 1995; as a Director of the Company since April 1993; as Chief Executive Officer of the Company since July 29, 1999, and from August 1995 until October 1997; and as Chief Investment Officer of the Company since October 1997. He served as the President, Chief Executive Officer and Portfolio Manager of Equity Assets Management, Inc. ("EAM"), a registered investment adviser that became a wholly-owned subsidiary of the Company in 1991, from EAM's inception in 1972 until its merger into the Company in 1995. Prior to founding EAM, Mr. Jordan worked as an account executive for two New York Stock Exchange member firms, and has worked in the investment industry since 1966. Mr. Jordan is also the President of IMPACT Financial Network, Inc. ("IFNI," formerly Management Securities, Inc.), a registered broker-dealer, which was founded by Mr. Jordan in 1986, is a member of the NASD, and has been a wholly-owned subsidiary of the Company since 1991. He is a commodities trading advisor registered with the National Futures Association and a general securities principal and an options principal registered with the NASD. Charles R. Clark has served as a Director of the Company since August 1995 and as the Chief Market Analyst of the Company since July 29, 1999. He served as Chief Executive Officer of the Company from October 1997 until July 29, 1999. Mr. Clark has also served as Senior Assistant Portfolio Manager of the Company and Vice President of IFNI since August 1995. From August 1995 until his appointment as Chief Executive Officer, Mr. Clark served as Chief Operating Officer, prior to which time he served as Vice-President of the Company and, beginning in 1991, Technical Research Analyst. From June 1990 through September 1991, he worked as an independent management consultant. Mr. Clark received a B.S. in Management 3 and Administrative Science from the University of Northern Colorado in 1984 and an M.A. in Biblical Studies from the Dallas Theological Seminary in 1991. Mr. Clark is a general securities principal registered with the National Association of Securities Dealers, Inc. (the "NASD"). A.J. Elko has served as a Director of the Company since November 23,1999; as Chief Operating Officer and Chief Financial Officer of the Company since August 1999 and Secretary of the Company since February 1999. Mr. Elko is currently President of the Board of Impact Management Investment Trust, an open-end investment company. Mr. Elko also is a registered Financial Officer and Vice President of Impact Financial Network, Inc. and a Vice President of Impact Administrative Services, Inc. since January 1999. Prior to 1999, Mr. Elko provided consulting services to the Company in his capacity as President of Albert John & Company, Inc., a registered transfer agent with the SEC and a company which specializes in providing administrative services to small mutual funds. In 1995, Mr. Elko founded A.J. Elko & Associates LLC and is currently its Chief Operating Manager. This company provides professional tax planning and preparation services for individuals, businesses, estates, and trusts. In 1996, Mr. Elko also founded Tummino Construction, Inc., a general contractor in the Pittsburgh, Pennsylvania area, and is currently its President. Mr. Elko received his Bachelor of Science Degree in Business Administration with an emphasis in Accounting from Duquesne University in 1985. Terri W. Abady became a Director of the Company on October 1, 1997. Ms. Abady founded Digital Post & Graphics, Inc., which specializes in video graphics, editing, and special effects for advertising and corporate communications. She served as President of the graphic design/film production company from its formation in 1987 until its sale in April 1997. Ms. Abady was actively involved in all aspects of commercial television sales and network and independent broadcasting management. From 1976 until founding her own company in 1987, she served in a series of television sales and management positions, culminating in Station Manager of KTZZ TV in Seattle, Washington. Herald Stout was appointed as a director of the Company on December 31, 1999. Mr. Stout was an Investment Advisor Representative with the Company and a Registered Representative of IFNI from June 4, 1997 to December 31, 1999. During that time, he traded options and securities perceived to have a strategic advantage based on volatility. Mr. Stout is a principal of Vantage Capital Corporation, for which he has managed real estate investments since 1990. From 1983 to 1990, Mr. Stout was a trader on the floor of the Chicago Board Options Exchange. Mr. Stout received his Bachelor of Science Degree in Finance from the College of Business at Virginia Tech in 1983. ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS All current Directors attended all of the meetings of the Board and all committees of the Board of which they respectively were members during the fiscal year ended December 31, 1999. There were a total of four regular and four special Board meetings held and one action taken by written consent without a meeting during 1999. During 1999, there was no nominating committee or other similar committee of the Board of Directors. Rather, the Board of Directors has the responsibility for establishing broad corporate policies and for the overall performance of the Company. 4 COMMITTEES OF THE BOARD OF DIRECTORS The Board normally has two committees, which are the Audit and Compensation Committees. The Board does not have a standing nominating committee or any other committee performing a similar function. The Audit Committee's responsibilities include recommending to the Board the selection of the Company's independent auditors, reviewing the arrangements and scope of the independent audit, and reviewing all financial statements. The Compensation Committee makes recommendations to the Board as to executive salaries, reviews salaries and benefits of executives, and recommends bonuses and stock option awards for directors, officers and other employees of the Company. The Audit Committee held one meeting during 1999. Currently the entire Board is performing the function of the Compensation Committee until such time that a Compensation Committee is formed based on the appointment of three non-employee Directors. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT The Securities and Exchange Commission has implemented a rule that requires companies to disclose in their proxy statements information with respect to reports that are required to be filed pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, by directors, officers and 10% Shareholders of each company, if any of those reports are not filed timely. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company during 1999 and Forms 5, if any, with respect to that year, the Company has determined that all required filings were made in a timely manner. EXECUTIVE OFFICER COMPENSATION The following tables provide information with respect to the compensation paid or accrued by the Company and its subsidiaries to the Company's Chief Executive Officer in all capacities and all other executive officers of the Company who received combined salary and bonus compensation in 1999 in excess of $100,000. SUMMARY COMPENSATION TABLE
Long Term Annual Compensation Compensation ----------------------------------------------- ------------ Securities Other Underlying Annual Options/ Salary Bonus Compensation(1) SARs Name and Principal Position Year ($) ($) ($) (#) - --------------------------------------- ------ --------- -------- --------------- ------------ W. Neal Jordan, 1999 150,000 52,823 4,375 (2) 725,232 Chairman of the Board; Chief 1998 143,438 0 0 12,500 Executive Officer beginning July 1997 150,000 0 0 12,500 29, 1999; Chief Investment Officer Charles R. Clark, 1999 93,750 0 3,750 (2) 88,750 Director; Chief Executive Officer 1998 95,625 0 0 13,750 until July 29, 1999; Chief Market 1997 100,000 0 0 13,750 Analyst beginning July 29, 1999
5 - -------------------------------------- (1) The table does not include amounts for personal benefits extended to Executive Officers by the Company, such as, but not limited to, health or life insurance. The Company believes that the incremental cost of those annual benefits during 1997-1999 did not exceed the lesser of $50,000 or 10% of their total annual salary, other compensation and bonus. (2) Payment of previously deferred compensation. OPTION/SAR GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS ----------------- Number of Securities % of Total Underlying Options/SARs Exercise or Options/SARs Granted to Base Price Expiration Name Granted Employees ($/Share) Date - ------------------ ------------ ------------ ----------- ---------- W. Neal Jordan 12,500 .12% .198 03/01/04 712,782 68.43% .113 11/23/04 Charles R. Clark 13,750 .13% .18 03/01/09 75,000 7.20% .103 11/23/09 DIRECTOR COMPENSATION Beginning January 1, 1997, each non-employee Director of the Company received $500 per calendar quarter for service as a director, and $500 annually for each committee upon which the non-employee Director served. In addition, pursuant to the Company's 1991 Stock Option Plan, as amended, mandatory grants of options to purchase the following number of shares of the Company's Common Stock are to be awarded to Directors on an annual basis: 12,500 shares for serving as a Director; 1,250 shares for serving on one or more committees, and 1,250 for serving as Chairman of one or more committees. EMPLOYMENT AGREEMENTS In August 1991, the Company entered into an employment agreement with W. Neal Jordan, pursuant to which Mr. Jordan serves as the head of the Company's investment advisory business on a full-time basis. The employment agreement, which expires on August 14, 2001, provides for an annual base salary of $150,000, and may be increased by the Board of Directors. The Board of Directors of the Company approved an increase to $175,000 effective January 1, 2000, citing the additional responsibilities taken on by Mr. Jordan as the Company's Chief Executive Officer. Mr. Jordan is entitled to receive a bonus equal to 3% of the consolidated pre-tax earnings of the Company's investment advisory business for each fiscal year during the term of the agreement, provided that such consolidated pre-tax earnings equal or exceed $6 million for each fiscal year after December 31, 1993. 6 CERTAIN TRANSACTIONS As of April 7, 2000, approximately 11.3% of the Company's issued and outstanding shares of Common Stock was held in the Company's client accounts. In April 1997, the Company discontinued all directed purchasing activities for clients related to JAHI stock and warrants. Since then, the Company has handled transactions in JAHI securities for clients only as instructed in writing by the clients. See "VOTING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT." Another potential conflict of interest that exists as a result of Mr. Jordan's interest in the Company and control over the Company's client accounts is that Mr. Jordan may be faced with the issue of whether to advise the Company's clients to sell stock of the Company, the sale of which may have an adverse effect on Mr. Jordan's security holdings in the Company. Mr. Jordan is limited only by his fiduciary obligation to the Company's clients. VOTING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 7, 2000, certain information regarding the Company's Common Stock owned of record or beneficially by (i) each person who owns beneficially more than 5% of the Company's outstanding Common Stock; (ii) each of the Company's Directors and Executive Officers; and (iii) all Directors and Executive Officers as a group. NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS - ---------------------------------- ----------------------- ---------------- W. Neal Jordan 4,730,483 (2) 40.6% 223B Main Street Boxford, Massachusetts 01921 Kirkland S. & Rena B. Lamb 750,000 (3) 7.2% Foundation 5612 Meletio Dallas, Texas 75230 Charles R. Clark 199,050 (4) 1.9% 2155 Resort Drive, Suite 108 Steamboat Springs, Colorado 80487 A. J. Elko 60,500 (5) * 2933 Jacks Run Road White Oak, Pennsylvania 15131 7 Terri W. Abady 42,500 (6) * 1554 E. Garfield Seattle, WA 98112 Herald F. Stout 74,500 (7) * 11 Logan Avenue Steamboat Springs, Colorado 80487 All Directors and Executive 5,107,033 42.9% Officers as a group (5 persons) - -------------------------------------------------------- * Less than 1%. (1) Unless otherwise noted, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. (2) Includes 334,095 shares issuable upon exercise of the IPO Underwriter's warrants and stock purchase warrants included therein owned by Mr. Jordan; 42,500 shares issuable upon exercise of public warrants owned by Mr. Jordan; and 866,232 shares issuable upon exercise of options granted to Mr. Jordan. Excludes 1,163,138 shares and 307,238 shares underlying warrants that are held in the Company's client accounts (see "Certain Transactions" above regarding the Company's securities held in client accounts). (3) Does not include 857,143 shares issuable upon conversion of 3,000,000 shares of Preferred Stock. The Preferred Stock is non-voting. (4) Includes 13,100 shares owned by his relatives, as to which shares Mr. Clark disclaims any beneficial interest; 10,000 shares issuable upon exercise of public warrants owned by Mr. Clark; and 161,500 shares issuable upon exercise of options granted to Mr. Clark. Excludes 75,000 shares issuable upon the exercise of options granted to Mr. Clark that are not exercisable within 60 days after the record date. Also excludes 550,600 shares of which Mr. Clark is the trustee for certain trusts established for Mr. Jordan's children and 5,000 shares issuable upon exercise of stock purchase warrants owned by Mr. Clark's relatives, as to all of which shares Mr. Clark disclaims any beneficial interest. (5) Includes 30,500 shares issuable upon exercise of options granted to Mr. Elko. Excludes 112,000 shares issuable upon the exercise of options granted to Mr. Elko that are not exercisable within 60 days after the record date. (6) Represents shares issuable upon exercise of options granted to Ms. Abady. (7) Includes 10,000 shares owned by an entity in which Mr. Stout has a 12.555% ownership interest, 1,000 shares owned by his wife's individual retirement account ("IRA"), 4,000 shares owned by his father's IRA and 4,500 shares owned by his mother's IRA. Mr. Stout disclaims any beneficial interest in the shares owned by the three IRAs. 8 PROPOSALS TO THE SHAREHOLDERS The Board of Directors unanimously approved the following proposals as of February 15, 2000, for presentation to the Company's Shareholders: 1. ELECTION OF DIRECTORS The Company's Articles of Incorporation provide that the Board be divided into three classes, with all Directors in each class serving staggered three-year terms or until their respective successors are qualified and elected. There are presently five Directors divided into three classes. Charles R. Clark and Terri W. Abady are both Class III Directors and serve until the 2001 Annual Meeting of Shareholders. W. Neal Jordan is a Class I Director, re-elected in 1999 to serve until the 2002 Annual Meeting of Shareholders. The Company's Board of Directors appointed A. J. Elko as a Class II Director on November 23, 1999, and Herald F. Stout as a Class II Director on December 31, 1999. As a result, both Mr. Elko and Mr. Stout are up for election this year to serve as Class II Directors until the 2003 Annual Meeting of Shareholders. Consequently, Mr. Elko and Mr. Stout are Board nominees for Class II Directors and are proposed to be elected for terms of three years. For biographical information regarding these nominees, please see "MANAGEMENT - Directors and Executive Officers." It is intended that the votes will be cast pursuant to the accompanying proxy for the two nominees named above, unless otherwise directed. The Board has no reason to believe that either nominee will become unavailable to serve if elected. However, if any nominee should be unavailable, then proxies solicited by the Board will be voted for the election of a substitute nominee designated by the Board. W. Neal Jordan, by reason of his ownership of record of approximately 33.5% of the outstanding shares of the Company's Common Stock, may be in a position to elect all of the Directors of the Company and thereby control the Company. Proxies cannot be voted for a greater number of persons than the two nominees named above. The Directors will be elected by a plurality of the votes cast, either in person or by proxy, at the Meeting. Votes cast as abstentions will not be counted as votes for or against the election of the Director and therefore will have no effect on the number of votes necessary to elect the Directors. So-called "broker non-votes" (brokers failing to vote by proxy shares of the Company's Common Stock held in nominee name for customers) will not be counted at the Meeting and also will have no effect on the number of votes necessary to elect a Director. The Board recommends a vote in favor of the proposed nominees for election to the Board. 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR It is intended that the votes will be cast pursuant to the accompanying proxy for the ratification of Spicer, Jeffries & Co. ("Spicer"), as the Company's independent auditor, unless otherwise directed. Spicer's service as the Company's independent auditor began with the audited financial statements for 1998. 9 No member of Spicer or any associate thereof has any financial interest in the Company or its subsidiaries. By mutual agreement, a member of that firm will not attend the Meeting and therefore will not have the opportunity to make a statement or be available to respond to questions. Shareholder approval of the Company's auditor is not required under Florida law. The Board is submitting its selection of Spicer to its Shareholders for ratification in order to determine whether the shareholders generally approve of the Company's auditor. If the selection of Spicer is not approved by the shareholders, the Board will reconsider its selection. The Board recommends a vote in favor of this proposal. 3. OTHER MATTERS The Board of Directors is not aware of any other business that may come before the meeting. However, if additional matters properly come before the meeting, then proxies will be voted at the discretion of the proxy-holders. SHAREHOLDER PROPOSALS Shareholder proposals intended to be presented at, and included in the Company's proxy statement and proxy relating to, the 2001 Annual Meeting of Shareholders of the Company must be received by the Company no later than Wednesday, December 27, 2000, at its principal executive offices, located at 2155 Resort Drive, Suite 108, Steamboat Springs, Colorado 80487. Shareholder proposals intended to be presented at, but not included in the Company's proxy statement and proxy for, that meeting must be received by the Company no later than Tuesday, March 13, 2001, at the foregoing address; otherwise, such proposals will be subject to the grant of discretionary authority contained in the Company's form of proxy to vote on them. ADDITIONAL INFORMATION A copy of the Company's 1999 Annual Report to Shareholders, which includes the Form 10-KSB for the year ended December 31, 1999, is being provided to Shareholders with this Proxy Statement. BY ORDER OF THE BOARD OF DIRECTORS W. Neal Jordan, Chairman of the Board April 24, 2000 Steamboat Springs, Colorado 10 FORM OF PROXY PROXY FOR ANNUAL MEETING OF JORDAN AMERICAN HOLDINGS, INC. 2155 RESORT DRIVE, SUITE 108, STEAMBOAT SPRINGS, COLORADO 80487 (970) 879-1189 SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS OF JORDAN AMERICAN HOLDINGS, INC. THE UNDERSIGNED hereby appoint(s) Charles R. Clark and Jennifer Stoddard, or either of them, with full power of substitution, to vote at the Annual Meeting of Shareholders of Jordan American Holdings, Inc. (the "Company"), to be held on May 23, 2000, at 3:00 o'clock p.m., Mountain Daylight Time, in the Company's offices at 2155 Resort Drive, Suite 108, Steamboat Springs, Colorado 80487, or any adjournment thereof, all shares of the common stock which the undersigned possess(es) and with the same effect as if the undersigned was personally present, as follows: PROPOSAL (1): ELECTION OF DIRECTORS Class II: A. J. Elko and Herald F. Stout ( ) For All Nominees Listed Above ( ) Withhold Authority to Vote (except as marked to the contrary below) for All Nominees Listed Above ------------------------------------------------------------------------ (To withhold vote for any nominee or nominees, print the name(s) above.) PROPOSAL (2): RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR ( ) For ( ) Against ( ) Abstain PROPOSAL (3): TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING ( ) In their discretion, the proxy-holders are ( ) Withhold Authority authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. - ------------------------------------ --------------------------- Signature Date - ------------------------------------ --------------------------- Signature Date (Please sign exactly as name appears hereon. If the stock is registered in the names of two or more persons, then each should sign. Executors, administrators, trustees, guardians, attorneys and corporate officers should include their capacity or title.) Please sign, date and promptly return this Proxy in the enclosed envelope. -----END PRIVACY-ENHANCED MESSAGE-----