0001135745-01-500131.txt : 20011008
0001135745-01-500131.hdr.sgml : 20011008
ACCESSION NUMBER: 0001135745-01-500131
CONFORMED SUBMISSION TYPE: PRRN14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010919
SUBJECT COMPANY:
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: PRRN14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18974
FILM NUMBER: 1740632
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: JORDAN W NEAL
CENTRAL INDEX KEY: 0000904481
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: PRRN14A
BUSINESS ADDRESS:
STREET 1: 223B MAIN STREET
CITY: BOXFORD
STATE: MA
ZIP: 01921
BUSINESS PHONE: 9788870265
MAIL ADDRESS:
STREET 1: 223B MAIN STREET
CITY: BOXFORD
STATE: MA
ZIP: 01921
PRRN14A
1
jahprra920.txt
JORDAN AMERICAN PROXY REVISION
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] 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 Pursuant to Section 240.14a-11(c) or Section
240.14a-12
JORDAN AMERICAN HOLDINGS, INC.
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Wallace Neal Jordan
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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September __, 2001
Letter to Shareholders
To the Shareholders of Jordan American Holdings, Inc.
Dear Fellow Shareholders:
My name is Wallace Neal Jordan. Jordan American Holdings, Inc. (the
"Company") is named after me.
I am soliciting the enclosed proxy in order to, among other things,
nominate a new slate of Directors for the Company at the Annual Meeting of
Shareholders scheduled for October 4, 2001, and to replace its current
management.
Important Recent Developments
As I expect you know, the Company's originally scheduled Annual Meeting
this last May 22nd was canceled for lack of a quorum, which is a threshold
minimum share representation required by law to conduct any business. What you
may not know is that the meeting failed to achieve a quorum because Charles R.
Clark, a Director and officer of the Company, refused to attend the meeting and
represent the over 550,000 shares of stock he had the right to vote, most of
which were held by trusts for my children, and because current management at the
last minute solicited revocations of proxies from other shareholders.
At first, the meeting was adjourned, which would have meant that the
same shareholders of record would be entitled to vote at the reconvened meeting
as would have had a right to vote on May 22nd. Within days, the meeting instead
was canceled.
I filed a lawsuit on June 27, 2001, to enjoin the issuance of
additional voting shares, so that the vote of existing shareholders would not be
diluted. Nonetheless, on August 6, 2001, the record date of the upcoming Annual
Meeting, and despite the admonitions of the Federal Judge presiding over the
lawsuit(1), the Board of the Company issued 3.1 million shares of voting common
stock to the Lamb Foundation in conversion of 1.5 million of its shares of
non-voting preferred stock. The Company received no cash for the shares it
issued, and even increased the dividend on the remaining shares of preferred, so
that the Lamb Foundation will receive the same total dividends this year and
next as if it had not converted any shares. As a Director, I objected, but of
course was out-voted.
According to the Company's Certificate of Incorporation, the non-voting
preferred stock is and was always convertible, but only at the rate of 3.5
shares of preferred for each share of common. In other words, had the 1.5
million shares of preferred been converted pursuant to their express terms, they
would have been converted into only some 430,000 shares of Common Stock, not
over 3 million. I have supplemented my pending lawsuit to prevent counting these
shares in any shareholder votes at the upcoming meeting, but the case has not
yet been decided.
Wallace Neal Jordan
That's all important background information you should know up front.
Now, why do I want to remove current management? First, let me tell you
about myself, so that you will
----------------------
1 See transcript of hearing before the Honorable Henry R. Wilhoit, Jr., United
States District Senior Judge for the eastern District of Kentucky, held on July
23, 2001, at 10:00 a.m. (the "Transcript"), attached as an exhibit to Amendment
No. 4 to Schedule 13D of W. Neal Jordan, filled August 20, 2001, at page 40:
"THE COURT: All right... I am not going to issue any preliminary injunction
today. I am going to reserve that. But I am going to admonish the defendant
corporation that between now and whenever I can sort this out I don't want any
of that stock sold."
1
understand why I believe my views merit your consideration.
I have worked in securities industry since 1966.
I founded the Company's principal operating subsidiary in 1972, and
also founded its registered broker dealer in 1986. In 1991, I sold those
entities to the Company, and became and have been since the principal
shareholder of the Company. I currently own of record and have the right to vote
over 4,350,000 shares of the Company's Common Stock. Despite the uncertainty
about whether the shares issued to the Lamb Foundation will be counted at the
upcoming meeting, I still own of record at least over 30% of the outstanding
Common Stock.
I have been a Director of the Company since 1993. I also have been the
Chairman of the Board and Chief Executive Officer of the Company, among other
positions, for most of the period from August 1995 until shortly after the May
22nd meeting was canceled, when the Board removed me from all operating
positions. This has resulted in damages to me, and has subjected to potential
damages the clients of Equity Assets Management who depended on me to manage
their accounts. My greatest concern has been that, because I have been prevented
from working for the Company, some or perhaps many clients will move their
accounts to another firm. That, of course, would hurt the Company and its
operating results, and therefore each and every one of you.
Why I Believe Management Ought to Be Removed
I believe that current management, headed by Charles Clark and A.J.
Elko, is moving the Company in the wrong direction. Specifically, I believe they
are mistakenly over-emphasizing the IMPACT Total Return Portfolio and other
mutual fund products managed by others, with whom the Company must share fees.
In addition, I believe these fund products offer significantly less revenue
potential to the Company than its historic core business of directly managing
individual investor accounts. I believe current management has spent too much
Company money, on personnel and travel and other marketing expenses, seeking to
build this new line of business. I believe that, as a result, the Company's
recent financial results have been unsatisfactory, and I believe this has
adversely affected the share price of the common stock.
I want to get the Company back on track, and make my millions of shares
and your shares much more valuable.
Towards that end, I intend to submit proposals to, among other things,
remove A.J.Elko from his position as a Director, and nominate a new slate of
four Directors. As discussed in more detail under the caption "The Company's
Historic Base and Strength" in the proxy statement, if my slate of nominees is
elected, we intend to eliminate unnecessary expenses, and would start by seeking
to transition out of the Company's new, more expensive Lexington Kentucky
offices. We intend to reduce personnel and related expenses by de-emphasising
our marketing of mutual fund products that rely on other money managers.
Finally, I intend to resume my role as the Company's chief market technician and
account manager. A vote for my slate of nominees will constitute a vote to
authorize the new board to implement these plans.
Therefore, I propose that you vote FOR the following nominees for
Director:
2
o Herald Stout. Mr. Stout served as a Director of the Company from December
31, 1999, until May 21, 2001, the day before the canceled Annual Meeting
this past Spring, when he resigned. Mr. Stout has extensive investment
experience, and was an Investment Advisor Representative and Registered
Representative with the Company for more than two years, until he became a
Director.
o David T. Cecere. Mr. Cecere worked for the Company from November 1, 2000,
principally in marketing its services, until his employment was terminated
with my own this past summer. Mr. Cecere has worked in the insurance and
real estate brokerage and development businesses, and began his career as a
financial analyst and an accountant.
o Joseph J. Salzano. Mr. Salzano has been a Vice President of the The Clark's
Company, an English footware company, since November 1993. He has more than
thirty years experience in retailing. In addition, he has been an
instructor with the Bryant & Stratton Business Institute, Rochester, New
York.
o Stuart F. Gray, Esq. Mr. Gray is an attorney who has maintained his own
private legal practice in Boston, Massachusetts since 1972 in which he
specializes in real estate matters, including purchase and sale
transactions, financing transactions, tax relief, public housing and
zoning.
Please read the following Proxy Statement for more information about
these nominees and my other proposals.
I ask for your support. Please sign and date the enclosed BLUE proxy
card, marking the box to vote FOR the foregoing nominees for Director of the
Company, and return it in the enclosed envelope. Please vote and return the
enclosed proxy, even if you intend to attend the Annual Meeting. Please do NOT
sign or vote the white proxy that has been sent to you by the Company. But if
you already have, you can REVOKE a management proxy simply by signing and dating
the enclosed BLUE proxy, and returning it in the envelope provided.
If you have any questions, please feel free to contact me, W. Neal
Jordan, P.O. Box 238 Boxford Massachusetts 01921, phone number (978) 887-0265.
I look forward to receiving your support, and hope to meet you in
Lexington, Kentucky, at the Annual Meeting on October 4, 2001.
Sincerely,
W. Neal Jordan
PLEASE SIGN, DATE AND RETURN THE ENCLOSE BLUE PROXY CARD IN THE
ENCLOSED ENVELOPE. PLEASE DO NOT USE THE WHITE PROXY OF THE COMPANY, AS THAT
WOULD REVOKE YOUR VOTE FOR ME AND MY NOMINEES. IF YOU VOTE THE ENCLOSE BLUE
PROXY CARD, YOU WILL REVOKE ANY PROXY YOU SIGNED ON AN EARLIER DATE FOR THE
COMPANY. IF YOUR SHARES ARE HELD IN YOUR BROKER'S OR BANK'S NAME, PLEASE CONTACT
THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON
YOUR BEHALF THE BLUE PROXY CARD. MR. JORDAN URGES YOU TO CONFIRM YOUR
INSTRUCTIONS IN WRITING TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND TO
PROVIDE A COPY OF SUCH INSTRUCTIONS TO MR. JORDAN AT THE ADDRESS AND TELEPHONE
NUMBERS SET FORTH ABOVE, SO THAT MR. JORDAN CAN ATTEMPT TO ENSURE THAT SUCH
INSTRUCTIONS ARE FOLLOWED.
3
PRELIMINARY COPY
PROXY STATEMENT OF
W. NEAL JORDAN
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
JORDAN AMERICAN HOLDINGS, INC.
IN CONNECTION WITH
A SHAREHOLDER SOLICITATION REGARDING
THE REMOVAL AND ELECTION OF DIRECTORS
This Proxy Statement and the enclosed BLUE proxy card are being
furnished to shareholders of Jordan American Holdings, Inc. (the "Company") in
connection with the solicitation of proxies by W. Neal Jordan for use at the
Annual Meeting of Shareholders of the Company or at any postponement or
rescheduling thereof (the "Annual Meeting"). This Proxy Statement and enclosed
BLUE proxy card are being sent IN OPPOSITION to current management of the
Company and the proposals in management's Proxy Statement dated September ___,
2001 (the "Management Proxy Statement").
The Annual Meeting will be held on Thursday, October 4, 2001, at 10:00
a.m. Eastern Daylight time, in the offices of the Company at 333 West Vine
Street, Suite 206, Lexington, Kentucky 40507.
The Board of Directors of the Company has fixed the close of business
on August 6, 2001, as the record date for determining the shareholders of the
Company entitled to notice of and to vote at the Annual Meeting. Only holders of
record of shares of common stock of the Company, par value $0.001 ("Common
Stock"), on the record date are entitled to vote at the Annual Meeting. Each
share of Common Stock is entitled to one vote on the matters that properly come
before the Annual Meeting.
According to the Company, there were 14,217,266 shares of Common Stock
outstanding on the record date. As discussed below, Mr. Jordan has moved in a
pending lawsuit in the Federal District Court in Lexington, Kentucky(2), to
enjoin the vote of 3,100,000 shares of Common Stock issued on the record date.
Copies of this Proxy Statement and the BLUE proxy card are intended to
be mailed on or about September 21, 2001. Proxies also may be solicited in
person or by mail, facsimile, or telephone by W. Neal Jordan and his nominees
and advisors. Mr. Jordan similarly may solicit the revocation of proxies as
necessary or advisable to oppose management. Mr. Jordan is bearing the cost of
this solicitation. To date, these costs, including costs of the associated
litigation, have aggregated approximately $185,000, and Mr. Jordan anticipates
additional costs of approximately $30,000. If successful, Mr. Jordan will seek
reimbursement of these costs from the Company. If unsuccessful, Mr. Jordan will
bear these costs personally.
You are urged to sign and date the enclosed BLUE proxy card and mail it
in the enclosed envelope, whether or not you intend to attend the Annual
Meeting. Unless marked otherwise, proxies will be voted:
o AGAINST management's proposal to remove Mr. Jordan from his position as a
Director;
o FOR THE REMOVAL of A.J. Elko as a Class II Director;
o FOR THE ELECTION of Herald Stout, David T. Cecere, Joseph J. Salzano and
Stuart F. Gray, Esq., the nominees of Mr. Jordan, as Directors;
o AGAINST management's proposal to amend the Company's Articles of
Incorporation to change the name of the Company;
o AGAINST management's proposal to increase the number of shares reserved for
issuance under the Company's 1991 Stock Option Plan; and
o FOR management's proposal to ratify the selection of Spicer, Jeffries & Co.
as the Company's independent auditor.
---------------
(2) Civil Action No. 01-264.
1
PLEASE SIGN AND RETURN THE ENCLOSED BLUE PROXY IN THE ENCLOSED ENVELOPE
AND DO NOT RETURN MANAGEMENT'S WHITE PROXY. YOU WILL REVOKE ANY PROXY YOU HAVE
GIVEN IF YOU SIGN A LATER DATED PROXY, SO IF YOU ALREADY HAVE RETURNED A
MANAGEMENT PROXY, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY TO REVOKE IT.
YOU ALSO MAY REVOKE A PROXY PRIOR TO ITS USE BY ATTENDING AND VOTING AT THE
ANNUAL MEETING. IF YOU WISH TO REVOKE A PROXY GIVEN TO MR. JORDAN, YOU ALSO MAY
DO SO BY SENDING HIM A WRITTEN NOTICE AT P.O. 238, BOXFORD, MASSACHUSETTS 01921.
REASONS FOR OPPOSING MANAGEMENT
Mr. Jordan has begun this solicitation for proxies in opposition to
current management for several related reasons.
First, he believes that the Company, under the direction of Charles R.
Clark ("Clark") and A.J. Elko ("Elko"), both Directors and officers of the
Company, is being managed ineffectively and inefficiently. Mr. Jordan believes
he has a more effective and realistic vision for the future of the Company.
Secondly, and perhaps as important, he believes that the Company, under
the direction of Clark and Elko, has taken actions over the last several months
that are not in the best interests of the Company or its shareholders. These
actions, which, together with Clark and Elko's "vision", precipitated this proxy
solicitation by Mr. Jordan, are discussed below under the caption "Background to
the Solicitation ".
JORDAN'S VISION FOR THE DIRECTION OF THE COMPANY
Mr. Jordan has worked in the investment industry since 1966 and founded
the companies, including Equity Assets Management, Inc. ("EAM"), which he
believes serve as the core of the Company's operations.
Mr. Jordan believes that the Company has been under-performing under
current management. As discussed in more detail below, he believes that the
Company, under the control and direction of Clark and Elko, has unwisely
increased expenses, and embarked on a plan that reduces the opportunity for
revenue growth, all of which has been reflected in poor financial results, with
the expected negative impact on the price for the Common Stock. On May 22, 2001,
the date of the canceled annual meeting, the Common Stock closed at $0.09, and
on September 19, 2001, it closed at $____. This compares to a range of from
$0.13 to $0.42 during calendar year 2000(3). Mr. Jordan believes that this
evidences the failure of the Company to protect shareholder value. To enhance
shareholder value, he believes that the Company must cut overhead and expenses,
and return to emphasizing the historic base of its operations. Of course there
can be no guarantee that, even if Mr. Jordan is successful in implementing his
strategy, shareholder value will increase.
Because current management has refused Mr. Jordan's suggestions, and
has continued to emphasize the marketing of mutual fund products, Mr. Jordan
believes that they are unwilling to effect the necessary changes in the
Company's operations and direction. In light of the recent developments
discussed below, which detail some of the steps Clark and Elko recently have
taken that Mr. Jordan believes are imprudent, Mr. Jordan has concluded that it
is necessary to remove Clark and Elko from their positions as decision makers
for the Company.
The Company's Historic Base and Strength
The historic base of the Company's revenues and profits has been its
very successful management of equity securities investment portfolios in
individual accounts through its EAM subsidiary, which was founded by Jordan in
1972 and sold to the Company in 1991.
----------------
(3) Item 5 "Market for Common Equity and Related Stockholder Matters", of the
Company's Form 10-KSB for the fiscal year ended December 31, 2000 (the "2000
10-KSB"), filed on April 2, 2001.
2
About 70% of these individually managed accounts provide EAM with
incentive fees equal to 20% of the realized and unrealized gains in the
accounts(4). The opportunity and potential for significant fee income and
revenues from these incentive fee accounts when they are effectively managed
is evident. The remaining approximately 30% of these individually managed
accounts pay a fixed percentage of assets fee of approximately 1.9% annually.
EAM managed approximately $38,000,000 in assets in these individual accounts
at December 31, 2000, and the fees from these accounts still provide the
largest portion of the Company's revenues.
According to Nelson's "America's Best Money Managers" - 1994, EAM,
under the direction of Jordan, ranked No. "1" for composites/funds under $100
million in 10-year annualized returns, at 26.23%, in the U.S. Equity (All
Styles) category. Although EAM had disappointing results, as many money managers
did, during the difficult year 2000 market environment, its more recent results
remain impressive(5).
Despite Jordan's and EAM's proven track record over the last almost
thirty years, Clark and Elko instead have caused the Company to promote and
emphasize the IMPACT Total Return Portfolio (the "Portfolio"), a relatively
small mutual fund begun in June 1997. The Company receives a net fixed
management fee of only 0.65% per year of average net assets under management in
the portfolio (a gross fee of 1.25%, from which a fee of 0.60% of average net
assets must be paid to a sub-advisor), or about one-third of the rate at which
fees are payable to EAM for fixed fee individually managed accounts. Despite
extensive marketing expenses behind the Portfolio, including devoting personnel
to serving as "wholesalers" to promote and sell the Portfolio, the net assets
under management were only $4,000,000 at December 31, 2000(6).
Mr. Jordan believes that it is not in the best interests of the Company
to over-emphasize a product line that yields less revenue than individually
managed EAM accounts and that might compete with EAM for the invested funds of
the Company's clients. Mr. Jordan believes that it is in the best interests of
the shareholders to return primary emphasis to the core business represented by
EAM's management of individual investment portfolios, and reduce the emphasis on
the Portfolio, with its higher expenses and smaller, shared fixed fees.
Jordan also believes that the Company must cut expenses and overhead to
improve its results and enhance shareholder value. For example, salary, travel
and marketing expenses for the fiscal year ended December 31, 2000 increased to
approximately $880,000 from about $665,000 for the prior fiscal year(7), and Mr.
Jordan believes that was primarily attributable to the promotion of the
Portfolio. Also, the Company's principal executive offices were moved from
Steamboat Springs, Colorado, to more expensive quarters in Lexington, Kentucky,
which move, Mr. Jordan believes, was unwarranted. Mr. Jordan believes that
overhead of the Company can and should be cut, including by de-emphasizing the
Portfolio and closing the Lexington office, in order to preserve the Company's
assets.
BACKGROUND TO THE SOLICITATION
---------------------
(4) 'Item 1, "Business - Operations" of the 2000 10-KSB.
(5) According to Nelson's "World's Best Money Managers" 2000, EAM, for the
period ended December 3, 1999, ranked: 9th out of 84 composites/funds in 10-year
annualized returns for U.S. Small-cap Equity; 8th out of 37 composites/funds in
10-year annualized returns for U.S. Small-cap Growth Equity; 11th out of 91
composites/funds in three-year annualized returns for U.S. Small-cap Growth
Equity; 17th out of 473 composites/funds in one year returns for U.S. Growth
Equities; 20th out of 1,284 composites/funds in one-year returns for U.S. Equity
(all Styles); 2nd out of 104 composites/funds in one quarter returns for U.S.
Small-cap Growth Equity; and 7th out of 1,292 composites/funds in one quarter
returns for U.S. Equity (All Styles).
(6) According to recent public releases by the Company, assets "gathered" into
the Portfolio in 2001, through the end of July, amount to about $2,000,000.
However, according to Yahoo! Finance, as of September 5, 2001, the net assets
under management in the Portfolio only increased by approximately $260,000 from
those reported as of December 31, 2000. Therefore, it is unknown whether the
assets reported as "gathered" by the Company are net of assets transferred out
of the Portfolio during such period.
(7) See "Consolidated Statement of Operations - Operating Expenses" in the 2000
Form 10-KSB.
3
Mr. Jordan believes that the Company, under the direction of Clark and
Elko, has taken actions over the last several months that are not in the best
interests of the Company or its shareholders. These actions, which, together
with Clark and Elko's "vision", precipitated this proxy solicitation by Mr.
Jordan, are discussed below.
Clark and Elko's "Vision"
Sometime in 1999, Clark and Elko began to emphasize the Portfolio, a
mutual fund begun in June 1997. The Portfolio's funds are managed by others, not
by the Company. All fees are shared with the "sub-advisor" who actually manages
the fund.(8) The Company thus does not have direct responsibility for or control
over the funds invested, and thus need not depend on an experienced investment
professional, like Mr. Jordan.
In the Spring of 2001, Mr. Jordan became concerned over the emphasis on
and expense of marketing the Portfolio, the high overhead and expenses of the
Lexington office, and the Company's poor financial results. He discussed his
concerns with Clark and Elko, and was asked to give the Portfolio another few
months to prove itself.
Shortly thereafter, Elko proposed to sell EAM to Mr. Jordan in exchange
for his shares of Common Stock. To Mr. Jordan's knowledge, this plan had not
previously been discussed or presented to any of the then Directors of the
Company, other than Clark and Elko. Since EAM always has been the principal
source of revenue and profits for the Company, Mr. Jordan did not understand how
the Company could then continue to survive, and he asked Elko to put the
proposal in writing.
On May 14, 2001, Elko traveled to Massachusetts to meet with Mr.
Jordan, even though Mr. Jordan insisted that any business could be conducted
over the phone without wasting the Company's money on the expense of the trip.
At that meeting, Elko, presented a written plan to redeem Mr. Jordan's shares of
Common Stock in exchange for EAM.
Jordan rejected this proposal out of hand. A quick review confirmed his
concerns that the proposal, while beneficial to him personally, would not be in
the best interests of the public shareholders of the Company. It seemed clear to
Mr. Jordan that if the Company were stripped of its core operations it would not
have sufficient cash flow from its remaining operations to survive long,
particularly in light of the relatively high expenses of those remaining
operations in relation to the revenues they generated. The proposal did,
however, reinforce his concern about the poor judgment of Clark and Elko.
Shortly after this May 14th meeting, Clark called Mr. Jordan and was
told, in substance, that Mr. Jordan questioned the ability and good judgment of
Clark and Elko.
These concerns and questions persisted and troubled Mr. Jordan over the
ensuing week.
The Aborted Annual Meeting
The Annual Meeting of the Company previously was scheduled for May 22.
It began on time at 10:00 a.m.
When the vote was called, Mr. Jordan decided he had no choice but to
vote the 33.5% of the outstanding shares owned by him against the slate of
directors that had been proposed by Clark (who was up for re-election) and Elko.
Upon conclusion of the vote, Elko announced that a quorum was not
present and adjourned the Annual Meeting until May 29, 2001. This surprised Mr.
Jordan, because according to North American Transfer Co., the transfer agent for
the Common Stock, enough proxies had been submitted so that a quorum was
exceeded by more than 650,000 shares of Common Stock.
It appears that at 9:59 a.m. local time, Clark revoked the proxy he had
delivered as trustee for 550,600 shares owned by trusts for the benefit of Mr.
Jordan's children, as well as a proxy for 1,000 shares he himself
--------------------
(8) See footnote 4.
4
owned. In addition, it appears Clark and Elko solicited the revocation of duly
executed proxies delivered by other shareholders. A revocation purportedly was
received at 9:43 a.m. local time of proxies for an additional 200,405 shares
owned by M. Clare Gilchrist, Jr., a management nominee for director.
For approximately two hours after the meeting was adjourned, Elko and
Clark continued to attempt to persuade Mr. Jordan to accept their offer to sell
him EAM. Mr. Jordan continued to refuse.
Later in the day on May 22nd, Elko summoned Jordan to his office. Clark
was present, and Elko announced that the meeting constituted a Special Meeting
of the Board. Elko and Clark voted to remove Mr. Jordan, then the Chairman and
Chief Executive Officer of the Company, from all his positions as an officer of
the Company and its affiliates.
On May 30, 2001, at another Special Meeting of the Board, which Mr.
Jordan did not attend, Clark and Elko elected Gerald L. Bowyer and Richard
Williams, a representative of The Kirkland S. and Rena B. Lamb Foundation (the
"Lamb Foundation"), to fill vacancies on the Board of Directors resulting from
the resignation of Herald Stout on the day before the canceled Annual Meeting,
and the resignation of Ms. Terri W. Abady, a director who was not standing for
re-election who had resigned on May 28, 2001.
Mr. Stout is a nominee of Mr. Jordan and has agreed to again serve as a
Director.
Finally, on May 25, 2001, the Company issued a press release announcing
that the Annual Meeting would not be reconvened, and that a new Annual Meeting
with a new solicitation would be scheduled later in the year.
If the adjourned Annual Meeting had been reconvened, the same record
date would have applied, and the same shareholders of record would have had the
right to vote. Mr. Jordan believed that a new record date was being planned so
that Clark and Elko and their appointees to the Board could issue additional
shares of Common Stock. The result of any such issuance would be to dilute the
vote of all existing shareholders, and thereby, affect the vote at the new
Annual Meeting.(9)
The Pending Litigation
Therefore, on June 27, 2001, Mr. Jordan filed an action in the United
States District Court for the Eastern District of Kentucky (Civil Action No.
01-264) against the Company, Clark and Elko (the "Pending Litigation"), and
moved for a preliminary injunction seeking to enjoin the Company, among other
things, from issuing shares of Common Stock or any other securities with voting
rights. Mr. Jordan also sought to have Clark removed as trustee of the trusts
for Mr. Jordan's children, which own 550,600 shares of Common Stock; Clark has
since resigned.
The motion was to be heard on July 2, 2001, but was put off until July
23, 2001, because the defendants agreed, among other things, not to issue shares
of voting capital stock pending the hearing.
At the July 23rd hearing, the Court considered the dilution to the vote
and interests of shareholders of the Company if previously authorized but
unissued shares of Common Stock were issued prior to an annual meeting of
shareholders. Among other things, the Court said:
"[T]here should not be any sales of these authorized shares
until this matter is taken care of." (10)
"I am not going to issue any preliminary injunction today. I
am going to reserve that. But I am going to admonish the defendant
corporation that between now and whenever I can sort
-------------------
(9) Indeed, the Company, Clark and Elko admit that the issuance of common stock
to the Lamb Foundation dilutes the vote of all stockholders, and was done to
affect the vote at the Annual Meeting, which they believe is justified. See
Memorandum in Opposition to Plaintiffs' Motion for Injunctive Relief served
August 17, 2001 in the Pending Litigation.
(10) Transcript at page 30.
5
this out I don't want any of that stock sold." (11)
The Court noted that there had been no reason to support the issuance
of additional shares due to undercapitalization of the Company.(12) Counsel for
the Company, Clark, and Elko, represented to the Court that (i) the Company had
no current intention of issuing more shares of Common Stock(13), and (ii) there
were no documents that would indicate that the Lamb Foundation, the owner of all
outstanding shares of the Company's non-voting convertible preferred stock, had
a present intention to convert the preferred stock(14).
The Court also made clear that the Company was not to adjust the $3.50
per share conversion price of the 3,500,000 shares of non-voting preferred
stock(15), which according to their terms, as established by an Amendment to the
Company's Certificate of Incorporation, were convertible into an aggregate of
1,000,000 shares of Common Stock.
Despite these clear admonitions, merely two weeks later, on Monday,
August 6, 2001, the record date for the upcoming Annual Meeting, the Board of
Directors of the Company approved (i) issuing 3.1 million shares of Common Stock
in exchange for only 1.5 million shares of preferred stock, and (ii) increasing
the dividend rate on the shares of preferred stock remaining owned by the Lamb
Foundation for the remainder of 2001 and 2002. Clark, Elko and Mr. Bowyer voted
for this transaction, Mr. Jordan voted against, and Mr. Williams, the
representative of the Lamb Foundation, recused himself.
The issuance to the Lamb Foundation of the 3.1 million voting shares in
exchange for only 1.5 million shares of non-voting preferred, was done
notwithstanding the fact that all 3.5 million shares of the preferred, in
-----------------------
11 See footnote 1.
12 Transcript at page 37, "THE COURT: There has been no allegation that this
corporation is undercapitalized that I have heard from this point."
13 Transcript at, for example, pp. 44 to 45, [discussing the issuance of
authorized but unissued shares of Common Stock] "THE COURT: All right. You
started to give me a direct answer, and then you hedged it. And do what? What
would your position be [if the Company issued additional shares]? MR. SCOTT
(Counsel for Clark in his individual capacity as trustee of the trusts for
Jordan's children): That we would have to take the corporation to task, Your
Honor. THE COURT: That's right. Now, did you hear what Mr. Scott said?" MS.
MCCLELLAND (counsel for the Company): Yes, Your Honor. You know what the problem
is, Your Honor? The company has no plans to do this. There is no secondary offer
drafted. It hasn't been drafted." (Transcript at page 44) "MS. MCCLELLAND: We
don't have any plans to. THE COURT: Then why did you -- where do you practice in
Florida? MR ZEMEL (counsel for the Company): Yes, Your Honor. THE COURT: Where?
MR. ZEMEL: Ft. Lauderdale. THE COURT: Well, why did you come up here all the way
from Ft. Lauderdale to tell me to issue a preliminary injunction is wrong when
as a matter of practical matter this stock couldn't be sold between now and
August 8th [the record date for the Annual Meeting] anyway? MR. ZEMEL: The
answer is, Judge, that the company -- I don't know, when you say the company
can't. I know the company has no immediate plans." (Transcript at page 45)
14 Transcript at page 51, THE COURT: Do you have any documents that would
indicate that the Lamb Corporation (sic, means Foundation) had a present intent
to convert? MS. MCCLELLAND: Not that I know of, no.
15 THE COURT: All right. Now, how many shares of common would the three million
(sic, actually 3.5 million) preferred get? MS. MCCLELLAND: I believe, Your
Honor, it is a three to one. So they have three-and-a-half million preferred
shares, and they could convert that on a third. So look at it as a third, so
they get approximately 1.1-1/2 common shares - THE COURT: Million common? MS
MCCLELLAND: - common shares if they pay $3.50 to convert. (Transcript at page
50) MS. GREENWELL: Of course, your Honor, the board, which is now Mr. Elko and
Clark and a representative of the Lamb Foundation, would have the ability to
change that [the conversion rate] absent some order from this Court. THE COURT:
Well, if he did -- I would just like to know what he looked like." (Transcript
at page 51)
6
accordance with their original terms, were convertible into only 1 million
shares. According to their original terms, the 1.5 million shares of preferred
stock should have been converted into less than 430,000 shares of Common Stock,
not over 3 million. This was done pursuant to a transaction in which the Company
received no cash for the shares. Moreover, the Lamb Foundation will be entitled
to receive increased semi-annual dividends on the shares of preferred stock it
has retained so that it will receive precisely the same dividend income through
2002 as it would have received if it had not converted any shares.
Accordingly, on August 7, 2001, the day after the Board issued the
shares to the Lamb Foundation, Mr. Jordan filed a motion for a preliminary
injunction in the Pending Litigation to enjoin the voting of these 3.1 million
shares. That motion remains pending.
THE PROPOSALS TO BE ACTED ON AT THE ANNUAL MEETING
The following proposals are, to Mr. Jordan's knowledge, the matters to
be acted upon at the Annual Meeting:
1. Removal of Neal Jordan as a Director
This proposal has been presented by management of the Company, and Mr.
Jordan recommends that you vote AGAINST this proposal.
Mr. Jordan's attributes and his vision for the Company, and the
contrasting vision of current management, are discussed above, and explain why
Mr. Jordan believes it is necessary that he remain in a position of authority to
affect the future of the Company.
However, management has made a series of scurrilous allegations about
Mr. Jordan in Management's Proxy Statement. Mr. Jordan believes he must respond
to the most misleading and egregious of these allegations.
The Management Proxy Statement alleges that Mr. Jordan has plans to use
the Company's funds to wager on sporting events. This issue has been raised in
the Pending Litigation as justification for virtually all the actions of Clark
and Elko that have been challenged.
Mr. Jordan categorically denies that he has or had any intention of
causing the Company to use any of its funds for gambling purposes.
The Court for the Pending Litigation has previously noted the
hollowness of the gambling issue. As the presiding Federal Judge stated at the
July 23, 2001 hearing, "Now, let me set your mind at ease. I think that after
this lawsuit has been filed and the information has been gleaned, I think your
sports betting issue has gone a glimmering. I don't think [Mr. Jordan] would
ever attempt to take corporate money to Las Vegas and bet on sporting events.
Now, I just - I just don't believe that is going to happen."(16)
In fact, in order to lay this issue to rest in the Pending Litigation
so that the true substantive issues could be addressed, Mr. Jordan, through his
counsel, unconditionally offered to subject himself to a permanent injunction
against improper wagering activities, but this offer was rejected by the
defendants. In the words of their counsel, "[W]e are unsure how to reconcile
your proposed stipulation with Mr. Jordan's intention to continue pursuit of his
claims against the Defendants where a primary basis for the actions taken by the
Defendants of which Mr. Jordan complains was the perceived threat of Mr.
Jordan's sports gambling obsession."(17)
Mr. Jordan recommends that you vote AGAINST the proposal to remove him
as a Director.
------------------
16 Transcript at page 39.
17 See exhibits to Affidavit of Karen J. Greenwell, Esq., dated August 23, 2001,
filed in the Pending Litigation in support of Plaintiffs' Reply to Defendants'
Opposition to Motion for Injunctive Relief.
7
2. Removal of Elko as a Class II Director
Again, the contrasting visions of Mr. Jordan and current management
have been discussed above. Mr. Jordan does not believe that Elko would be
willing or capable of supporting the "new" direction, returning the Company to
its profitable roots, that he has proposed. He therefore believes that the Elko,
whose term otherwise would expire in 2003, must be removed.
Mr. Jordan recommends that you vote FOR this proposal.
3. 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
Mr. Jordan is a Class I Director, re-elected in 1999 to serve until the
2002 Annual Meeting of Shareholders. As disclosed above, in "Background to the
Solicitation; The Pending Litigation," Mr. Jordan is a party to the Pending
Litigation and has asserted claims against the Company.
Herald Stout and David Cecere have been nominated by Mr. Jordan for
election as Class II Directors, to serve until the 2003 Annual Meeting of
Shareholders, or until their respective successors are elected or appointed.
Joseph Salzano and Stuart F. Gray, Esq., have been nominated by Mr.
Jordan for election as Class III Directors, to serve until the 2004 Annual
Meeting of Shareholders, or until their respective successors are elected or
appointed.
Set forth below is information concerning each of Mr. Jordan's nominees
for election as a director.
Name Business Address Principal Occupation Age
Herald Stout Investment Management 40
P.O. Box 772371
Steamboat Springs, CO 80477
David T. Cecere Marketing 39
790 Turnpike Street
North Andover, MA
Joseph Salzaro Vice President, Sales 64
156 Oak Street Clark Co.
Newton Upper Falls, MA 02464
Stuart F. Gray, Esq. Attorney 59
29 Commonwealth Avenue Law Offices of Stuart Gray
Boston, MA 02116
----------------------
Herald Stout served as a Director of the Company from December 31,
1999, until he resigned on May 21, 2001, the day prior to the canceled annual
meeting of shareholders of the Company that led to this solicitation. Mr. Stout
was an Investment Advisor Representative with the Company and a Registered
Representative of IMPACT Financial Network, Inc 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 for more
than the last five years. Mr. Stout received his Bachelor of Science Degree in
Finance from the College of Business at Virginia Tech in 1983.
David T. Cecere worked for the Company from November 1, 2000, until his
employment was terminated this past Summer in conjunction with management's
disputes with Mr. Jordan. Mr. Cecere principally marketed the
8
services of EAM and solicited new accounts. From July 1995 until November 1,
2000, Mr. Cecere was self-employed in the insurance and commercial real estate
brokerage business. Prior thereto, Mr. Cecere had been employed as an accountant
for The Boston Company and as a financial analyst for the Bank of Boston. Mr.
Cercere graduated from the College of the Holy Cross in 1985 with a B.A. in
sociology.
Joseph Salzano has been Vice President of Retail Operations for The
Clarks Companies, an English footwear concern, for more than the past five
years. He has more than thirty years' experience in retailing, including as
Director of Retail Operations for The Rockport Company. Mr. Salzano has
conducted motivational and business seminars throughout North America, and has
been a guest speaker at national and regional footwear shows. In addition, he
has been an instructor with the Bryant & Stratton Business Institute, Rochester,
New York. Mr. Salzano's experience in marketing and selling, and in motivating
others, is expected to benefit the Company's marketing of its services and
products.
Stuart F. Gray, Esq. has been a practicing attorney in Boston,
Massachusetts since receiving his J.D. from the New England School of Law in
1968. Since 1972, following fours years of service as Assistant Corporation
Council for the City of Boston, he has maintained his own private legal practice
in which he specializes in real estate matters, including purchase and sale
transactions, financing transactions, tax relief, public housing and zoning. Mr.
Gray graduated in 1965 from Syracuse University with a B.A. in political
science. As of August 2001, Mr. Gray has replaced Clark as the trustee of the
trusts for the benefit of Mr. Jordan's children.
As set forth on Appendix I attached hereto, with the exception of
Mr. Jordan, none of the nominees engaged in any transactions in securities of
the Company during the past two years. Except as stated herein, no nominee or
any of their associates has any agreement or understanding with respect to
future employment by the Company and no such person has any agreement or
understanding with respect to any future transactions to which the Company will
or may be a party. Appendix 1 also sets forth certain information with respect
to Mr. Jordan's and the nominees' beneficial ownership of Common Stock.
Director Compensation
According to the Management's Proxy, beginning in 2001, the Company
pays each non-employee Director of the Company $1,000 per quarter for regular
Board meetings, $250 for each special Board meeting attended and $250 for each
committee meeting attended. In addition, pursuant to the Company's 1991 Stock
Option Plan, as amended (the "Plan"), 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. Under the Plan, all options granted to Directors (i)
have a maximum term of ten years from date of grant, (ii) have a minimum
exercise price of 100% of the fair market value of the Company's common stock on
the date of grant and (iii) vest immediately upon the date of grant.
Employment Arrangements
Although Mr. Jordan has not entered into any written agreement to
such effect, it is expected that, if Mr. Jordan nominees are elected, Mr. Jordan
will enter into an employment agreement with the Company on substantially the
same terms as his previous agreement which expired on August 14, 2001. Pursuant
to such employment agreement, it is expected that Mr. Jordan will serve as the
Company's Chief Executive Officer and Chief Investment Officer at an annual
salary of approximately $250,000. The actual terms of any such employment
agreement would be subject to the approval of the Board of Directors of the
Company. In addition, it is expected that Mr. Cecere, a nominee for director,
will become a marketing executive for the Company, if Mr. Jordan's nominees are
elected.
Except as described herein, no nominee nor any of their associates
(i) has engaged in or had a direct or indirect interest in any transaction or
series of transactions since the beginning of the Company's last fiscal year or
in any currently proposed transaction, to which the Company or any of its
subsidiaries is a party, where the amount involved was in excess of $60,000, or
(ii) borrowed any funds for the purpose of acquiring or holding any securities
of the Company or is presently, or has been within the past year, a party to any
contract, arrangement or understanding, with any person with respect to
securities of the Company.
9
Each of the Nominees has delivered a written consent to Mr.
Jordan consenting to his nomination and agreeing to serve as a director of the
Company if so elected.
Mr. Jordan recommends that you vote FOR the election of his proposed
nominees.
4. Amendment to the Articles of Incorporation to Change the Name
of the Company.
The Company has proposed to change the name of the Company to "IMPACT
Holdings, Inc." Mr. Jordan believes this was proposed, even before current
management sought to oust him, in order to distance the Company from him and his
importance to the Company's success. Because Mr. Jordan is committed to working
hard on behalf of all shareholders to return the Company to greater
profitability, this change is unnecessary.
Mr. Jordan recommends that you vote AGAINST this proposal.
5. Increase the number of shares reserved for issuance under the
Company's 1991 Stock Option Plan.
The Company has proposed to amend the Company's 1991 Stock Option Plan
to increase to 4,000,000 from 2,000,000 the number of shares of Common Stock
reserved for issuance pursuant to options. If approved, options for these shares
could be granted by the Board of Directors, in its discretion without further
shareholder review or approval, into friendly director or employee hands, which
would have the effect of increasing management's voting control over the
Company, much in the same manner that the issuance of 3,100,000 previously
authorized but unissued shares of Common Stock to the Lamb Foundation on the
record date for the Annual Meeting will affect the vote at that meeting. While
stock options are a legitimate compensation tool, until you are sure that
current management has been voted out, Mr. Jordan believes it is inadvisable to
grant the Board control over more shares.
Mr. Jordan recommends that you vote AGAINST this proposal.
6. Ratification of Selection of Independent Auditors
The Company requests that you approve the selection of Spicer, Jeffries
& Co. ("Spicer") as the Company's independent auditors.
Mr. Jordan has no basis at this time to believe that Spicer has not
acted and will not continue to act independently and competently in this role.
Mr. Jordan believes that in fact continuing the services of Spicer may
facilitate his transition back into the position of actively managing the
Company. Spicer may, for example, be helpful in understanding policies
implemented and actions taken by the current management, and how they were
accounted for from a financial perspective.
Mr. Jordan recommends that you vote FOR the approval of the selection
of Spicer.
VOTING AND QUORUM AT THE ANNUAL MEETING
The Board of Directors of the Company has fixed the close of business
on August 6, 2001, as the record date for determining the shareholders of the
Company entitled to notice of and to vote at the Annual Meeting. Only holders of
record of shares of Common Stock on the record date are entitled to vote at the
Annual Meeting. Each share of Common Stock is entitled to one vote on the
matters that properly come before the Annual Meeting.
According to the Company, there were 14,217,266 shares of Common Stock
outstanding on the record date. A quorum for the transaction of business at the
Annual Meeting is constituted by a majority. Therefore, based upon the foregoing
number of outstanding shares, the presence, in person or by proxy, of 7,108,634
shares of Common Stock at the Annual Meeting will constitute a quorum.
10
The election of Directors will be by a plurality of votes cast,
either in person or by proxy, at the Annual 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.
As discussed above, under the caption "Background; The Pending
Litigation", Mr. Jordan has moved in a Pending Litigation to enjoin the voting
of the 3,100,000 shares of Common Stock issued on the record date to the Lamb
Foundation.
HOW TO VOTE
You may vote your shares by attending the Annual Meeting, or by filling
out, signing and dating the enclosed BLUE proxy card and mailing it in the
enclosed envelope. You are urged to execute and return the enclosed BLUE proxy,
even if you intend to attend the Annual Meeting. Proxies will be voted in
accordance with your direction.
Unless marked otherwise, proxies will be voted:
o AGAINST management's proposal to remove Mr. Jordan from his position as a
Director;
o FOR the removal of A.J. Elko as a Class II Director
o FOR the election of Herald Stout, David T. Cecere, Joseph J. Salzano and
Stuart F. Gray, Esq., the nominees of Mr. Jordan, as Directors of the
Company;
o AGAINST management's proposal to amend the Company's Articles of
Incorporation to change the name of the Company;
o AGAINST management's proposal to increase the number of shares reserved
for issuance under the Company's 1991 Stock Option Plan; and
o FOR management's proposal to ratify the selection of Spicer, Jeffries & Co.
as the Company's independent auditor.
Unless you mark the proxy to withhold authority, the proxy holders will
vote your shares covered by the proxy in their discretion with respect to any
other matters that properly come before the Annual Meeting or any adjournment or
rescheduling thereof.
If your shares are held for you by a bank or brokerage firm, your
broker cannot vote your shares unless he or she receives your specific
instructions. Please call your bank or broker and instruct your representative
to vote the blue proxy card in accordance with the recommendations contained in
this Proxy Statement.
YOUR VOTE IS IMPORTANT
Your vote is important. No matter how many or how few shares of Common
Stock you own, please sign, date and mail the enclosed blue proxy card today in
the provided envelope so that Mr. Jordan will receive it before the October 4th
meeting.
If you have already returned a Board of Directors' proxy card before
receiving this proxy statement, you have every right to change your vote by
signing and returning the enclosed BLUE proxy card. Only your latest dated
properly executed proxy will count at the annual meeting. Make certain that your
most recent proxy is Mr. Jordan's BLUE proxy.
ADDITIONAL INFORMATION
The Company's proxy statement contains additional information regarding
the Company's nominees for election to the Board, the other directors and
officers of the Company, committees of the Board, and the eligibility
requirements for shareholder proposals intended to be submitted at the Company's
2002 annual meeting of shareholders. In addition, shareholders can obtain
additional information by contacting W. Neal Jordan, at P.O. Boxford
Massachusetts 01921, phone number (978) 887-0265.
Appendix 1 SUPPLEMENTAL NOMINEE AND OTHER INFORMATION
11
Set forth below is (a) the name and business address of each of the participants
and their associates in the solicitation made pursuant to this Proxy Statement,
and (b) the dates, types and amounts of each participant's purchases and sales
of the Company's securities within the past two years. The only participants are
the director nominees and Neal Jordan.
Name and Number of
Business Address Date of Transaction Securities Purchased
Neal Jordan
P.O. Box 238
Boxford, MA 01921........ 8/4/01 696,000 (1)
7/27/01 10,000
7/27/01 10,000
7/26/01 20,000
7/26/01 15,000
7/24/01 45,000
5/16/01 47,000
5/22/01 10,000
5/21/01 10,000
--------------------
(1) These shares were acquired upon the exercise of an option held by
Mr. Jordan.
VOTING SECURITY OWNERSHIP OF
NEAL JORDAN AND THE DIRECTOR NOMINEES
Based on the Company's proxy statement, there were 14,217,266 shares of
the Company's common stock outstanding as of the record date. The number of
shares beneficially owned Mr. Jordan and the nominees for directors as of August
6, 2001, the record date for the Annual Meeting, are as set forth in the table
below. Neal Jordan and each director nominee has the sole power to vote and to
dispose, or to direct the disposition of, his or her shares of the Company's
stock.
Name Number of Shares Percentage of Class
---- ---------------- -------------------
Neal Jordan 4,836,483 (1) 32.9%
Herald Stout 90,750 (2) *
David T. Cecere -0- --
Joseph J. Salzano -0- --
Stuart F. Gray (2) 550,600 (3) 3.8%
--------------------
* Less than one percent
(1) Includes 334,095 shares issuable upon exercise of 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 109,232 shares issuable upon exercise of options
granted to Mr. Jordan. Excludes 550,600 shares held in certain
irrevocable trusts established for Mr. Jordan's children, as to which
trusts Mr. Jordan recently appointed a new trustee after the
resignation of Charles R. Clark as the trustee.
(2) Includes 16,250 shares issuable upon exercise of options granted to Mr.
Stout, 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 those three IRAs.
(3) Consists of 550,600 shares of which Mr. Gray is the trustee for certain
trusts established for Mr. Jordan's children.
12
PRELIMINARY COPY
FORM OF BLUE PROXY CARD
THIS PROXY IS BEING SOLICITED ON BEHALF OF NEAL JORDAN
AND IS NOT BEING SOLICITATED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints W. Neal Jordan, as proxy, with the power to
appoint his substitute, and hereby authorizes him to represent and to vote as
designated below, all of the shares of Common Stock of Jordan American Holdings,
Inc. held on record by the undersigned on August 6, 2001 at the Annual Meeting
of Shareholders to be held on October 4, 2001 in Lexington, Kentucky, or any
adjournment or rescheduling thereof.
1. REMOVAL OF NEAL JORDAN AS A DIRECTOR
For /____/ Against /____/ Abstain /____/
2. REMOVAL OF ELKO AS A CLASS II DIRECTOR
For /____/ Against /____/ Abstain /____/
3. ELECTION OF DIRECTORS
INSTRUCTION:
List of Nominees is as follows:
Herald Stout Class II Director
David Cecere Class II Director
Joseph Salzaro Class III Director
Stuart F. Gray, Esq. Class III Director
For all nominees listed above: /____/
Withhold authority to vote all nominees listed above: /____/
To withhold authority to vote for any individual nominee, please write
their name(s) in the following space.
-----------------------------------------------------
PLEASE COMPLETE THE REVERSE SIDE OF THIS PROXY BEFORE MAILING
13
4. AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME
OF THE COMPANY.
For /____/ Against /____/ Abstain /____/
5. INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE COMPANY'S
1991 STOCK OPTION PLAN
For /____/ Against /____/ Abstain /____/
6. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
For /____/ Against /____/ Abstain /____/
7. In their discretion, the proxies are authorized to vote on
such other business as may properly come before the meeting.
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of common stock of the Company held by
the undersigned, and hereby ratifies and confirms all action that the herein
named attorneys and proxies, their substitutes, or any of them have taken or may
lawfully take by virtue hereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR proposals 2, 3, and 6; and AGAINST proposals 1, 4, and 5.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: _________________________, 2001
-----------------------------------
(Print Name)
-----------------------------------
(Signature)
----------------------------------
(Signature, if held jointly)
Please mark, sign, date and return this proxy card promptly, using the enclosed
envelope.
14