0001135745-01-500141.txt : 20011009
0001135745-01-500141.hdr.sgml : 20011009
ACCESSION NUMBER: 0001135745-01-500141
CONFORMED SUBMISSION TYPE: DFAN14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011001
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: DFAN14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18974
FILM NUMBER: 1750064
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: DFAN14A
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
DFAN14A
1
jahdfan101.txt
JORDAN AMERICAN PROXY INFORMATION 10-1-01
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the Commission
Only (as permitted by Rule 14A-6(e)(2)
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
JORDAN AMERICAN HOLDINGS, INC.
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(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:
------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------------
(5) Total fee paid:
Exhibit 1
September 15, 2001
Re: Jordan American Holdings, Inc. ("Jordan American")
Dear Shareholder:
My name is Wallace Neal Jordan. As you probably know by now, I have
proposed a new slate of directors to replace the existing directors of Jordan
American at its upcoming annual meeting. For your convenience and information, I
have enclosed a CD which contains a brief message regarding the importance of
this upcoming meeting and summarizes my reasons for opposing management. In
addition, I have enclosed a news article relating to the proxy contest that was
published in Barron's Magazine on July 2, 2001.
In the very near future, I will be mailing a proxy statement to all
shareholders who owned Common Stock on August 6, 2001, the record date for that
meeting. Please read my proxy statement carefully because it will contain
important information about the annual meeting and will outline the reasons why
I have grave concerns about the direction in which existing management is
leading Jordan American. In addition, a copy of the proxy statement, when it is
available, may be obtained free of charge from my attorneys, by sending a
written request to Kent, Beatty & Gordon, LLP, 425 Park Avenue, New York, New
York, 10022-3598, attention: Harry C. Beatty, Esq. The proxy statement and any
other relevant documents also will be available free of charge at the
Commission's web site at www.sec.gov/edgar.shtml.
If you have any questions, please feel free to call me at (978)
887-0265. Thank you for your support.
Faithfully yours,
/s/ W. Neal Jordan
W. Neal Jordan
Exhibit 2
Barron's Article
Jordan American Holdings (JAHI)
Jordan American Holdings' former chairman and CEO W. Neal Jordan wants to
replace the company's management and will nominate a slate of directors for the
company. Jordan, who believes the company must cut overhead and expenses and
return to the historic base of its operations, holds 4,808,983 shares (41.2% of
the total outstanding).
Exhibit 3
Transcript of Taped Message
Hello. My name is Neal Jordan. I'm sending you this tape because you're a
shareholder of Jordan American Holdings, Inc.
Jordan American obviously is named after me. I founded Equity Assets Management,
which is the core businesses of Jordan American Holdings. Equity Assets
Management being the stock market investment management company, and I've been
the largest stockholder of the Company since 1991. I recently purchased an
additional 796,000 shares of the Company's stock bringing my ownership to
4,836,483 shares of the common stock. My family and I obviously have a great
deal at stake here. I've been President of Equity Assets Management and the
Chief Investment Officer as well as the Chairman of the Board of the Company
until June of this year.
In less than two weeks you'll be making a critical decision effecting your
investment in our Company and establishing the future direction of the company.
The Annual Meeting of the Company is set for September 25th, and I need your
help to protect the Company and our common interest as shareholders.
You'll soon receive a proxy statement from me asking you for your support.
Please don't do what people typically do when they receive a proxy statement
which is throw it in the waste can and ignore it. It's much too important at
this time because there is a proxy battle being waged. It's important that you
read it because it contains important information regarding the upcoming
meeting. You can also obtain the proxy statement for free at the SEC's web site
located as www.sec.gov or by calling me, and my phone number is area code (978)
887-0265.
The reason your vote is so important, is that the annual meeting was supposed to
be held last May, but was canceled for lack of a quorum, which meant that there
weren't enough shares voted - over fifty-one of the votes were not received.
When you read my proxy statement, you'll learn why the meeting was canceled.
Briefly, two of the directors of the Company, Charles Clark and A.J. Elko,
managed to cause votes that already had been cast to be revoked, precisely to
defeat a quorum so that the meeting could be canceled.
Clark and Elko, who together own less than 1% of our Company's stock, then
sought to remove me from all my positions of influence in the Company. Since
then, and at a time when there was only approximately 11.1 million shares of
common stock outstanding (including my recent purchases), they have issued 3.1
million shares of voting stock, on terms that I'm sure you'll agree aren't in
the best interests of the Company, to a Foundation, after Clark and Elko had
appointed a representative of the foundation as a director. What that
essentially means is that your and my interest in the company, and your and my
vote at the up-coming meeting, has been diluted, or watered down - our equity
interest in the Company has been diluted by 3.1 million shares.
I've been doing everything I can to protect integrity of the vote of all
shareholders. I filed a lawsuit to prevent additional voting shares from being
issued. But when management did that anyway, I then moved to enjoin counting
those additional shares. But I can't succeed alone. I need your help.
We need a quorum at this meeting. Please sign, date and return the blue proxy
card I send to you to make sure that there are enough votes.
It's important that you read the proxy statement that I'll send you with the
proxy card. It explains what Clark and Elko, with the people they've appointed,
have been doing. It also explains where I want the company to go, and where
Clark and Elko are trying to take it. As I discuss in detail in the proxy
statement, I firmly believe that it is essential that the Company cut expenses
and overhead in order to improve shareholder value. And, given the Company's
recent performance, I think all stockholders would agree that it is time to
start cutting these expenses and returning the Company to its historic base of
profitability.
The Company also will send you a proxy statement. If you read it, it tells
Clark's and Elko's story. It makes some pretty outrageous statements about me,
things I'm sure you'll find hard to believe. And that's good, because their
statements are misleading and full of untruths and nonsense. They would have you
believe that the person with the most at stake, the largest shareholder of the
Company, would be interested in trying to do something that would have a
negative influence on the Company. And that obviously makes no sense at all.
Please read my proxy statement. Look at my slate of nominees for Director of the
company. It includes Herald Stout, a former director who resigned the day before
Clark and Elko canceled the Annual Meeting last May, and who has agreed to serve
again on my board. Look at Clark and Elko's slate. It includes the
representative of the foundation that was just issued 3.1 million shares
diluting our vote, as well as another individual who canceled his previously
cast vote to help cancel the meeting last May.
Read the competing proxy statements and then decide for yourself. I intend to
get the Company back on the track of profitability. I believe that I can do
that, and I ask you to agree with me, and sign, date and return the blue proxy
card in the envelope included in my proxy statement, and don't return the white
one sent to you by the Company.
As a shareholder of the Company, I would love to speak with you. If you have any
questions or if you just want to talk and get my views, please call me at
978-887-0265. Call me if you don't receive my proxy statement, or if you want
another copy. But whatever you do, please vote the blue proxy card.
Thank you very much for your time.