FIELDS AIRCRAFT SPARES, INC.
2251-A Ward Avenue
Simi Valley, CA 93065
AMENDMENT
TO
NOTICE AND PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held on Thursday, August 7, 1997
Fields Aircraft Spares, Inc. (the "Company") is sad to report that,
after Notice of the Company's Annual Meeting to be held August 7, 1997 had been
prepared, Carlos Sedillo, the Company's Corporate Secretary, a current director
and a director nominee, died. As a result of Mr. Sedillo's unexpected death, the
remaining directors of the Company have determined that the Notice (the
"Notice") of the Company's Annual Meeting of Shareholders to be held August 7,
1997 (the "Meeting") and corresponding Proxy Statement (the "Proxy Statement")
should be amended as follows:
1. Effective as of July 7, 1997, the size of the board of directors of
the Company has been reduced from six (6) directors to five (5) directors. The
Notice and the Proxy Statement are hereby amended to provide that at the Meeting
the shareholders shall elect five (5) directors of the Company until the next
annual meeting of the shareholders (or expiration of their terms if a Staggered
Board is approved) or until their successors are duly elected. The Proxy
Statement is further amended to reflect that the Nominees listed in the Proxy
Statement other than Mr. Sedillo shall be the nominees for director.
2. If the proposal to adopt a staggered board of directors is approved,
Class I will initially consist of one director, to hold office until the annual
meeting of shareholders in 1998; Class II will initially consist of two
directors, each to hold office until the annual meeting of shareholders in 1999;
Class III will initially consist of two directors, each to hold office until the
annual meeting of shareholders in 2000; and in each case, until their successors
are duly elected or until their earlier resignation, removal from office, or
death. Starting with the 1998 annual meeting of shareholders one class of
directors would be elected for a three-year term at each Annual Meeting, with
the remaining continuing in office. The directors of each class would be as
follows:
Class I Class II Class III
Mary Sprouse Lawrence J. Troyna Peter Frohlich
Leonard Fields Alan Fields
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3. Until such time as the Company's directors appoint a Secretary of
the Company to replace Mr. Sedillo, Lawrence Troyna the Company's current Chief
Financial Officer shall also serve as Acting Secretary.
Except as set forth in this Amendment to Notice and Proxy Statement,
the Notice and Proxy Statement are affirmed by the Company. Enclosed is a Proxy
Card that reflects the changes set forth in this Amendment to Notice and Proxy
Statement. Whether or not you will be able to attend the Meeting, you are
encouraged to complete, sign and date your Proxy Card and return it to the
Company to be sure your vote is represented at the Meeting.
Mr. Sedillo served as an officer and director of the Company since
1987. The Company would like to take this opportunity to recognize the many
contributions made by Mr. Sedillo to the Company as General Counsel, Secretary
and a director of the Company. His presence and contributions will be missed by
the Company.
By Order of the Board of Directors
Lawrence J. Troyna
Acting Secretary
Simi Valley, California
July 7, 1997
2
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FIELDS AIRCRAFT SPARES, INC.
2251-A Ward Avenue
Simi Valley, CA 93065
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
August 7, 1997
The undersigned shareholder of Fields Aircraft Spares, Inc., a Utah
corporation (the "Company"), revoking all previous proxies, hereby appoints each
of Alan Fields and Peter Frohlich, individually, as proxy and attorney-in-fact
for the undersigned with full power of substitution to vote on behalf of the
undersigned at the Company's 1997 Annual Meeting of Shareholders to be held on
August 7, 1997, and at any adjournment(s) or postponement(s) thereof, all of the
Common Shares, $.05 par value, of the Company standing in the name of the
undersigned or which the undersigned may be entitled to vote as follows:
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" ITEMS 1, 2, 3, 4 AND 5. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Annual Meeting or any adjournments or postponements thereof, hereby
revoking any proxy or proxies heretofore given by the undersigned.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
1. Election of Directors:
Peter Frohlich FOR [ ] WITHHOLD AUTHORITY [ ]
Alan M. Fields FOR [ ] WITHHOLD AUTHORITY [ ]
Lawrence J. Troyna FOR [ ] WITHHOLD AUTHORITY [ ]
Leonard I. Fields FOR [ ] WITHHOLD AUTHORITY [ ]
Mary Sprouse FOR [ ] WITHHOLD AUTHORITY [ ]
2. Increase in the number of the Company's authorized Common Shares from
2,000,000 to 5,000,000 shares:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Amend Articles of Incorporation to provide for staggered terms of
directors:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approve the Company's 1997 Omnibus Stock Option Plan:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Ratify the selection by the Board of Directors of Moore Stephens Frazer
& Torbet, Inc. as independent auditors of the Company for the 1997
fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING,
PROXY STATEMENT AND ANNUAL REPORT OF FIELDS AIRCRAFT SPARES, INC.
Dated:__________________________, 1997
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Signature of Shareholder Print Name Exactly as shown on Share Certificate
- --------------------------- --------------------
Signature of Shareholder Number of Shares
NOTE: Please date and sign this Proxy exactly as the names appear hereon. When
signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title as such. Proxies executed in the name of a corporation
should be signed on behalf of the corporation by a duly authorized officer.
Where shares are owned in the name of two or more persons, all such persons
should sign.
PLEASE MARK, SIGN AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
