0001012709-01-500795.txt : 20011009
0001012709-01-500795.hdr.sgml : 20011009
ACCESSION NUMBER: 0001012709-01-500795
CONFORMED SUBMISSION TYPE: DEFA14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011003
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: DEFA14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18974
FILM NUMBER: 1751172
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
DEFA14A
1
defa14a-1001.txt
JORDAN AMERICAN HOLDINGS, INC.
SUPPLEMENT NO. 1 TO
PROXY STATEMENT DATED SEPTEMBER 20, 2001, OF
JORDAN AMERICAN HOLDINGS, INC.
OCTOBER 3, 2001
On October 2, 2001, the United States District Court for the Eastern
District of Kentucky issued an order in the litigation brought against the
Company by W. Neal Jordan. The Court granted Mr. Jordan's motion for a
preliminary injunction to preclude the counting in connection with the Company's
Annual Meeting of Shareholders to be held on October 4, 2001 (the "Annual
Meeting"), of the 3,100,000 shares of the Company's common stock issued on
August 6, 2001, to the Kirkland S. & Rena B. Lamb Foundation (the "Enjoined
Stock") in exchange for 1,000,000 shares of the Company's outstanding preferred
stock. The Court denied without prejudice Mr. Jordan's motion for a preliminary
injunction to prevent the Company from issuing any additional shares of the
Company's common stock. The Court also denied the Company's motion to dismiss
the litigation.
The court order has no other effect on the Enjoined Stock, which is
therefore issued and outstanding for all purposes other than in connection with
the Annual Meeting. As a result of the court order, the outstanding shares of
the Company's common stock entitled to vote at the Annual Meeting is now
11,117,266 shares. Therefore, the table contained in the section of the Proxy
Statement entitled "Voting Security Ownership of Certain Beneficial Owners and
Management" is still accurate as regards to the beneficial ownership of shares
of the Company's outstanding common stock regarding the power to dispose of
those shares, but it is no longer accurate as to the beneficial ownership of
shares of the Company's outstanding common stock regarding the power to vote
those shares at the Annual Meeting.
The following table sets forth, as of August 6, 2001, certain information
concerning the Company's outstanding common stock that is entitled to vote at
the Annual Meeting and that is 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 the other
nominee for Director; and (iii) all Directors and Executive Officers of the
Company as a group:
NAME AND ADDRESS OF SHARES ENTITLED TO
BENEFICIAL OWNER VOTE AT ANNUAL MEETING PERCENT OF CLASS
--------------------------------------------------------------------------------
W. Neal Jordan 4,350,483 39.1%
223B Main Street
Boxford, Massachusetts 01921
Kirkland S. & Rena B. Lamb 750,000 6.7%
Foundation
5612 Meletio
Dallas, Texas 75230
Charles R. Clark 22,100 (1) 0.2%
333 W. Vine St., Ste. 206
Lexington, KY 40507
A. J. Elko 30,000 0.3%
333 W. Vine St., Ste. 206
Lexington, KY 40507
Emmett Pais 0 *
2993 Jacks Run Road
White Oak, PA 15131
Gerald Bowyer 0 *
820 Pine Hollow Rd.
McKees Rocks, PA 15136
Richard Williams 750,000 (2) 6.7%
207 Chapman Rd.
West Lutz, FL 33549
M. Clare Gilchrist, Jr. 200,405 1.8%
54 Ashford Drive,
Cranberry Township, PA 16066
All Directors and Executive Officers 5,152,583 (3) 46.3%
as a group (6 persons)
-----------------------
* Less than 1%.
(1) Includes 13,100 shares owned by his relatives, as to which shares Mr. Clark
disclaims any beneficial interest.
2
(2) Represents the shares of the Company's common stock entitled to vote at the
Annual Meeting and owned of record by the Lamb Foundation because Mr.
Williams, as a member of the investment committee of the Lamb Foundation,
is deemed a "beneficial owner" of those shares because he shares the power
to direct the voting or disposition of those shares. Mr. Williams disclaims
any beneficial interest in those shares.
(3) Mr. Jordan is opposing his removal as a Director of the Company and the
nominees for Director recommended by the Company and all of the other
proposals presented by the Board of Directors to the Shareholders at the
Annual Meeting, except for the ratification of the Company's selection of
independent auditor. Mr. Jordan owns of record 39.1% of the outstanding
shares of the Company's common stock entitled to vote at the Meeting (the
"Voting Stock"). He may also be able to influence the trustee he recently
appointed for the irrevocable trusts of his children, which collectively
own of record 5.0% of the Voting Stock, to vote with him. The Lamb
Foundation has indicated to the Company that it has no confidence in Mr.
Jordan's ability to manage the Company and opposes Mr. Jordan's efforts to
control the Company. The Lamb Foundation, the other members of the
Company's management and the other nominee for Director recommended by the
Company collectively own 9.0% of the Voting Stock.
3