0001135745-01-500162.txt : 20011030
0001135745-01-500162.hdr.sgml : 20011030
ACCESSION NUMBER: 0001135745-01-500162
CONFORMED SUBMISSION TYPE: DFAN14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011026
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: 1767664
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
jah14a1026.txt
JORDAN AMERICAN PROXY INFORMATION
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.
------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WALLACE NEAL JORDAN
------------------------------------------------------------------------------
(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:
----------------------------------------------------------------------
October 25, 2001
Re: Jordan American Holdings, Inc. ("Jordan American" or the "Company")
Dear Shareholder:
As you know, I am the principal shareholder of Jordan American, and
have been waging a proxy contest with incumbent management for control of the
Company. As you also know by now, the Annual Meeting of Shareholders that was to
have been held on October 4th was canceled after a flurry of last minute legal
motions by incumbent management.
I have made several motions, in both the District Court below and in
the Sixth Circuit Court of Appeals, to require that the votes which were
received as of October 4th be recognized. Attached is a copy of an affidavit I
filed in this regard with the Sixth Circuit and with the Court below. I urge you
to read it. If you have any questions, please feel free to call me at (978)
887-0265.
I assure you that the voice of the shareholders eventually will be
heard!
I will keep you advised of developments.
I have filed proxy solicitation materials, including a definitive proxy
statement (the "Proxy Statement"), with the Securities and Exchange Commission
(the "Commission") with respect to the annual meeting of Shareholders of Jordan
American that was to be held on October 4, 2001. A copy of the Proxy Statement
was mailed to all shareholders who owned Common Stock on August 6, 2001, the
record date for that meeting. In addition, a copy of the Proxy Statement is
available, and 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 is available free of charge at the Commission's
web site at www.sec.gov/edgar.shtml.
YOU SHOULD READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Faithfully yours,
/s/ W. Neal Jordan
-------------------
W. Neal Jordan
Exhibit A
Affidavit
No. 01-6214
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
W. NEAL JORDAN and GREGORY JORDAN, )
)
Plaintiffs-Appellees, )
)
)
v )
)
JORDAN AMERICAN HOLDINGS, INC., )
CHARLES R. CLARK, individually and as Trustee,)
and A.J. ELKO, )
)
Defendants-Appellants. )
AFFIDAVIT OF W. NEAL JORDAN IN SUPPORT OF
MOTION IN OPPOSITION TO MOTION TO STAY PENDING APPEAL
STATE OF MASSACHUSETTS )
COUNTY OF ESSEX ) ss:
W. Neal Jordan, being duly sworn, deposes and says:
1. I respectfully submit this affidavit in support of the Memorandum in
Opposition to Defendants' Motion to Stay Pending Appeal, dated October 4, 2001.
I am the owner of the largest block of common stock, par value $0.001 ("Common
Stock"), of Petitioner, Jordan American Holdings, Inc. (the "Company").
2. There has been no shareholders meeting of the Company, a Florida
corporation, since May 2000
3. I am advised by counsel that Florida law provides that a corporation
shall hold a meeting of shareholders annually for the election of directors. I
am also advised by counsel that Section 607.0703(a) of the Florida Business
Corporation Act provides that a meeting may be ordered to be held "on
application of any shareholder of the corporation entitled to vote in an annual
meeting if an annual meeting has not been held within any 13-month period." 1
4. The 2001 Annual Meeting of Shareholders of the Company (the "Annual
Meeting") originally was scheduled for May 22, 2001, and timely commenced on
that date, but was adjourned for lack of a quorum when incumbent management
declined to appear at the meeting to vote the shares they were entitled to vote,
including 550,600 shares of Common Stock owned by Trusts for the benefit of my
children, of which Trusts Charles R. Clark2 was Trustee, and solicited the
revocations of proxies voted by other shareholders. Mr. Clark has since resigned
as Trustee, and I have appointed a new Trustee for the Trusts for the benefit of
my children.
5. The Defendants below thereafter rescheduled the Annual Meeting for
September 25, 2001, and set a new record date of August 6, 2001 (the "Record
Date").
6. On the Record Date, despite express admonitions from the Court below,
Defendants issued the 3,100,000 shares of voting Common Stock that are the
subject of the preliminary injunction at issue to the Kirkland S. and Rena B.
Lamb Foundation (the "Lamb Foundation"), in exchange for 1,500,000 shares of
non-voting preferred stock, notwithstanding that by the terms of the preferred
stock established in the Company's Certificate of Incorporation, 1,500,000
shares of preferred stock should have been convertible into only less than
430,000 shares of Common Stock.
7. In mid-September, the date for the Annual Meeting was postponed by the
Company until October 4, 2001.
---------------
1 Section 703(a) confers this power on the Florida Circuit Courts. However,
given the extensive familiarity of the Court below with this case, and given
that the Company's principal place of business is in Kentucky, and that the
Annual Meeting is and was to take place in Lexington, Kentucky, Appellees
respectfully submit that it is appropriate for this Court or the Court below to
order the holding of the Annual Meeting.
2 Mr. Clark is an incumbent director of the Company and a Defendant, along with
the Company and Mr. A.J. Elko, also an incumbent director, in the case below
from which this Appeal arises, Jordan v. Jordan American Holdings, Inc., No.
01-264 (E.D. Ky.).
8. As of the Record Date, I owned 4,350,000 shares of Common Stock. I have
been granted a proxy for 550,600 shares of Common Stock by the Trustee of the
Trusts established for my children, a copy of which is annexed as Exhibit A. All
these 4,900,600 shares will be and would have been voted against the proposal to
remove me as a director, in favor of the proposal to remove A.J. Elko as a
director, and in favor of the slate of nominees for director proposed by me.
9. I have been granted proxies by other shareholders pursuant to my proxy
solicitation which will be and would have been voted at the 2:00 p.m. Annual
meeting as follows:
To remove your affiant, W. Neal Jordan, as a director:
For: 2,000
Against: 166,944
Abstain: 0
To remove A.J. Elko as a director:
For: 162,928
Against: 6,016
Abstain: 0
To elect the nominees of your affiant, W. Neal Jordan, as directors:
For: 162,928
Against: 6,016
Abstain: 0
10. In addition, according to reports received prior to 2:00 p.m. EDT on
October 4, 2001 from ADP Investor's Services, Inc., copies of which are annexed
as Exhibit B, proxies for shares held in street name had been voted for the 2:00
p.m. Annual Meeting as follows1 In addition, according to reports received from
ADP subsequent to the 2:00 p.m. scheduled time of the Annual Meeting, proxies
were untimely received, and therefore would not have been voted at the meeting
if held as scheduled, that insignificantly vary (in some cases increasing) the
margin of my overwhelming victory, but not to an extent that would have changed
the result or the conclusions set forth herein. :
To remove your affiant, W. Neal Jordan, as a director:
For: 402,105
Against: 2,570,844
Abstain: 5,000
To remove A.J. Elko as a director:
For: 2,540,288
Against: 900
Abstain: 5,000
To elect the nominees of your affiant, W. Neal Jordan, as directors:
For: 2,428,788
Against: 0
Abstain: 117,400
11. Accordingly, had the Annual Meeting been held on October 4, 2001, as
scheduled, 7,638,388 shares of Common Stock would have been voted against the
proposal to remove me as a director, 7,603,816 would have been voted in favor of
the proposal to remove A.J. Elko as a director, and 7,492,316 shares would have
been voted to elect my nominees as directors.
-------------------
1 The totals in the tabulation above vary because the Management Proxy card
solicited votes only on the proposal to remove me as a director (which
management proxy votes on this proposal, as reported by ADP, are included
above), and not on the proposals to remove Elko or elect my nominees.
12. If the preliminary injunction against the voting of the Lamb
Foundation's 3,100,000 shares is honored, and if it had been honored at the
Annual Meeting scheduled to be held on October 4th, there are and would have
been 11,117,266 shares of Common Stock entitled to vote. A quorum, and an
absolute majority sufficient to prevail on all proposals that were noticed to be
acted upon at the Annual Meeting, is and would have been 5,558,634. Accordingly,
all my recommendations on the core proposals of removing me or A.J. Elko as a
director and on the election of new directors would have been adopted by a
significant super-majority.
13. But even if the preliminary injunction against voting the Lamb
Foundation's 3,100,000 shares is not upheld, and if it had not been upheld at
the Annual Meeting scheduled to be held on October 4th (meaning that the Lamb
Foundation had been permitted to vote all those shares in favor of the
recommendations of management of the Company), there are and would have been
14,217,266 shares entitled to vote. A quorum, and an absolute majority
sufficient to prevail on all proposals that were noticed to be acted upon at the
Annual Meeting, is and would have been 7,108,633. Accordingly, the shares owned
by me and the Trust for the benefit of my children, when totaled together with
the shares held in street name that were voted, would have been sufficient to
constitute a quorum and I would have won, and the Defendants, who were privy to
this information, were aware of this fact.
14. Thus, Defendants knew that they could not abort the Annual Meeting on
October 4th, as they had on the originally scheduled May 22nd date, by refusing
to attend and by soliciting revocations of any proxies they may have obtained.
And had the meeting gone forward, all my recommendations on the core proposals
would have been adopted, as set forth above, even if the Lamb Foundation had
voted all its shares, and even if I had not received directly any proxies from
other shareholders.
15. Therefore, Defendants knew that the issue of whether the Lamb
Foundation's disputed 3,100,000 shares were to be voted was moot and absolutely
irrelevant. They had lost. They could not avoid the inevitable, unless a stay
prohibiting the meeting from going forward were granted. Even then they could
prevail only if they were allowed a "do over", or the opportunity to throw out
all votes and try again.
16 Defendants have sought to give themselves just this relief. In a press
release dated October 5, 2001, the Company announced that as a result of the
stay ordered by this Court, "When the Company is permitted to call a
shareholders' meeting, it will do so and will set a new record date for that
meeting."(emphasis added)
17. I believe it is important for this Court, in considering the issues
raised by the Company on Appeal, to understand that the Defendants have been and
continue to waste the assets of the Company in seeking to delay the inevitable -
i.e., the ouster of Clark and Elko, who together own less than 1% of the stock
of the Company, and whose proposals for the future of the Company have been
resoundingly rejected by the Company's owners - it's shareholders. In their
pleadings below, they have insisted that their actions have been justified to
permit the voice of the shareholders to be heard. Yet they continually have
sought to silence that voice, and have wasted corporate assets solely for their
own benefit, in order to preserve and entrench their control of the Company.
18. I respectfully request that this Court rule on the issues before it so
that the Annual Meeting is held as soon as possible, and that the votes cast by
the shareholders on the Record Date are honored.
/s/ W. Neal Jordan
--------------------
W. Neal Jordan
Sworn to before me on this
10th day of October, 2001
/s/Pamela A. Pescatore
-------------------------
Notary Public
Pamela A. Pescatore, Notary Public
Commonwealth of Massachusetts
My Commission Expires 4/30/2004