<PAGE> 1
SCHEDULE 14A
(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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Bobby Allison Wireless Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(1) 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:
------------------------------------------------------------------------
[ ] 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[BOBBY ALLISON LETTERHEAD]
JUNE 2, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of
Shareholders, which will be held at 2:00 p.m. EDT on Wednesday, June 23, 1999,
at the Wyndham Hotel, 4816 West Kennedy Boulevard, Tampa, Florida.
Information about the meeting and the various matters on which the
shareholders will act is included in the Notice of Meeting and Proxy Statement
which follow. Also included is a Proxy Card and postage paid return envelope.
It is important that your shares be represented at the meeting. Whether you
plan to attend or not, we hope that you will complete and return your Proxy in
the enclosed envelope as promptly as possible.
We look forward to seeing you at the shareholders meeting.
Yours very truly,
Robert L. McGinnis
Chairman and Chief Executive Officer
<PAGE> 3
BOBBY ALLISON WIRELESS CORPORATION
2055 LAKE AVENUE S.E., SUITE A
LARGO, FLORIDA 33771
(727) 584-7902
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 1999
The Annual Meeting of Shareholders of Bobby Allison Wireless Corporation, a
Florida corporation (the "Company"), will be held at the offices of the Company
at the Wyndham Hotel, 4816 West Kennedy Boulevard, Tampa, Florida, on Wednesday,
June 23, 1999, at 2:00 p.m. EDT.
At the Annual Meeting shareholders will consider and act upon the following
matters:
1. The election by the holders of the Common Stock of the Company of
two directors, each director to hold office until his successor is duly
elected and qualified.
The election by the holders of Series B Preferred Stock of the
Company of one director to hold office until his successor is duly
elected and qualified.
The transaction of such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on June 1, 1999, as
the record date for the determination of shareholders entitled to vote at the
Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors
Robert L. McGinnis
Chairman of the Board
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT, WE URGE YOU TO MARK, SIGN
AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED IN ORDER
THAT AS MANY SHARES AS POSSIBLE MAY BE REPRESENTED AT THE MEETING AND TO ASSURE
A QUORUM. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON
SHOULD YOU LATER DETERMINE TO ATTEND THE MEETING.
<PAGE> 4
BOBBY ALLISON WIRELESS CORPORATION
2055 LAKE AVENUE, S.E., SUITE A
LARGO, FLORIDA 33771
PROXY STATEMENT
The following information is furnished to holders of the Company's Common
Stock and Series B Preferred Stock ("Voting Shareholders") in connection with
the SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS of Bobby Allison Wireless
Corporation (the "Company"), to be voted at the Annual Meeting of shareholders
to be held on Wednesday, June 23, 1999 at the Wyndham Hotel, 4816 West Kennedy
Boulevard, Tampa, Florida, at 2:00 p.m. EDT. A copy of the Annual Report of the
Company for the fiscal year ended December 31, 1998, and a form of proxy for use
at the meeting are enclosed with this Proxy Statement. This Proxy Statement and
the enclosed proxy are first being mailed to Voting Shareholders on or about
June 2, 1999.
GENERAL INFORMATION
PROXY
Voting Shareholders are requested to execute and return the enclosed proxy
in the accompanying envelope. The proxy may be revoked at any time before it is
voted by written notice to the Secretary of the Company. Proxies which are
returned properly executed, and not revoked, will be voted in accordance with
the shareholders' directions specified thereon. Where no direction is specified,
proxies will be voted FOR each of the nominees for directors. On any other
matters that may properly come before the meeting, proxies will be voted by the
persons named in the proxy in accordance with their best judgment.
RECORD DATE AND VOTING SECURITIES
Voting Shareholders of record at the close of business on June 1, 1999, are
entitled to notice of, and to vote at, the Annual Meeting. As of June 1, 1999,
there were 480,000 shares of the Company's Common Stock issued and outstanding,
and entitled to vote and 50 shares of the Company's Series B Preferred Stock
issued and outstanding, and entitled to vote. The holders of Common Stock are
entitled to one vote per share, exercisable in person or by proxy, for the
election of directors and all other matters. The holders of Series B Preferred
Stock are entitled to one vote per share, exercisable in person or by proxy, for
the election of one director.
A majority of the outstanding shares of Common Stock entitled to vote is
necessary to provide a quorum at this meeting. The election of the two directors
to be elected by holders of Common Stock requires the affirmative vote of a
plurality of the Common Stock votes cast at the meeting. The election of the
director by the holders of Series B Preferred Stock shall be elected by the
affirmative vote of a majority of the outstanding shares of Series B Preferred
Stock. Proxies marked as abstentions will be treated as shares present for
purposes of determining whether a quorum is present. An abstention or a proxy
instructing that a vote be withheld is considered a negative vote. Broker
non-votes do not apply as no shares of Common Stock currently trade and thus are
not held in street name.
EXPENSES OF SOLICITATION
The cost of soliciting proxies is paid by the Company. Solicitation is
being made principally by mail; in addition certain officers and directors of
the Company and persons acting under their instructions may also solicit proxies
on behalf of management by telephone or in person. The cost of such additional
solicitation, if any, and such expenses is not expected to be material.
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned as of June 1, 1999 by (i) each person
or entity known by the Company to own more than 5% of the outstanding Common
Stock; (ii) each Named Executive Officer of the Company; (iii) each director of
the Company, and (iv) all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES(1) PERCENTAGE(2)
- ------------------------ --------- -------------
<S> <C> <C>
Robert L. McGinnis(3)....................................... 197,498 25.90%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
James L. Ralph(3)........................................... 197,498 25.90%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
James S. Holbrook, Jr.(4)(5)................................ 279,976 37.29%
1901 Sixth Avenue North, Suite 2100
Birmingham, Alabama 35203
Sterne, Agee & Leach Group, Inc.(5)......................... 246,648 32.85%
1901 Sixth Avenue North
Birmingham, Alabama 35203
Sterne, Agee & Leach, Inc.(5)............................... 246,648 32.85%
1901 Sixth Avenue North
Birmingham, Alabama 35203
The Trust Company of Sterne, Agee & Leach, Inc.(5).......... 246,648 32.85%
800 Shades Creek Parkway, Suite 125
Birmingham, Alabama 35209
All directors and executive officers as a group (3 674,972 85.57%
persons)..................................................
</TABLE>
- ---------------
(*) Indicates beneficial ownership of less than 1% of the outstanding shares of
the Company's Common Stock.
(1) Includes shares of Common Stock owned and shares of Common Stock into which
shares of convertible preferred stock of the Company owned by such person is
convertible. The only actual owners of the Company's Common Stock are Robert
L. McGinnis, James L. Ralph, Sterne, Agee & Leach, Inc. and The Trust
Company of Sterne, Agee & Leach, Inc.
(2) Calculated pursuant to Rule 13d-3(d) under the Securities Exchange Act of
1934 ("Exchange Act"). Under Rule 13d-3(d), shares not outstanding which are
subject to options exercisable within 60 days are deemed outstanding for the
purpose of calculating the number and percentage owned by such person, but
not deemed outstanding for the purpose of calculating the percentage owned
by any other person listed. As of December 31, 1998, the Company had 750,790
shares of Common Stock outstanding.
(3) Messrs, McGinnis and Ralph are Named Executive Officers, directors and five
(5) percent shareholders. Each of Messrs, McGinnis and Ralph hold an option
to purchase up to 10,000 shares of Common Stock at $6.00 per share which are
currently exercisable.
(4) Mr. Holbrook is a director, 5% beneficial owner and served as Chairman and
CEO from August 27 through December 31, 1998.
(5) Mr. Holbrook (33,328 shares), Sterne, Agee & Leach Group, Inc. (99,948
shares) Sterne, Agee and Leach, Inc.,(30,000 shares) and The Trust Company
of Sterne, Agee & Leach, Inc. (116,664 shares) constitute a voting group
under Rule 13d-1 as defined in the Exchange Act. Mr. Holbrook disclaims
beneficial ownership of all securities held by Sterne, Agee & Leach Group,
Inc., Sterne, Agee & Leach, Inc. and The Trust Company of Sterne, Agee &
Leach, Inc. Sterne, Agee & Leach Group, Inc., Sterne, Agee & Leach, Inc. and
The Trust Company of Sterne, Agee & Leach, Inc. as trustees disclaim
beneficial ownership of all securities held by The Trust Company of Sterne,
Agee & Leach, Inc. for the benefit of third parties.
2
<PAGE> 6
ELECTION OF DIRECTORS
At the Annual Meeting, three directors will be elected to hold office until
their successors are elected and qualified, two by the holders of Common Stock
and one by the holders of Series B Preferred Stock. It is the intention of the
persons named as proxies, or their substitutes, to vote for the election of the
nominees listed below, unless and to the extent otherwise specified in any
particular proxy. Management of the Company does not contemplate that any of the
nominees will become unavailable for any reason, but if that should occur before
the meeting, proxies will be voted for another nominee, or other nominees, to be
selected by the Board of Directors. Any vacancies that may occur during the year
may be filled by an individual appointed by the Board of Directors to serve for
the remainder of the term of any such director position. In accordance with the
Company's bylaws and Florida law, a stockholder entitled to vote for the
election of directors may withhold authority to vote for certain nominees for
director or may withhold authority to vote for all nominees for director. Each
director nominee to be voted upon by the holders of Common Stock receiving a
plurality of the votes cast in person or by proxy at the meeting will be elected
director. The director nominee to be voted upon by the holders of Series B
Preferred Stock will be elected director if he receives vote of the majority of
the outstanding shares of Series B Preferred Stock. Abstentions will not be
treated as a vote for or against any particular director nominee, and will not
affect the outcome of the election.
None of the nominees for election as a director is proposed to be elected
pursuant to any arrangement or understanding between the nominee and any other
person or persons. All nominations for membership on the Board of Directors
originated with the Board of Directors.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND NOMINEES
The Company's bylaws provide for a minimum of one and a maximum of nine
directors. The Board of Directors fixed the number of directors at three and
since October 27, 1998, the Company has had three directors.
The following is a brief summary of each nominee's business experience
during at least the past five years, unless otherwise indicated, and other
directorships held.
Common Stock Nominees
Robert L. McGinnis, age 58, has served as Chairman of the Board, Chief
Executive Officer and Treasurer of the Company since December 31, 1998. Mr.
McGinnis previously served as Chief Executive Officer of Bobby Allison Cellular
Systems of Florida, Inc. which merged with the Company on December 31, 1998.
James L. Ralph, age 35, has served as President, Secretary and Director
since December 31, 1998. Mr. Ralph previously served as the President and Chief
Operating Officer of Bobby Allison Cellular Systems of Florida, Inc. which
merged with the Company on December 31, 1998.
Series B Preferred Stock Nominee
James S. Holbrook, Jr., age 55, has served as Director since December 31,
1998 and served as Chairman of Board and Chief Executive Officer from August 27,
1998 until December 31, 1998. Mr. Holbrook is, and has for the past five (5)
years been, the chief executive officer of Sterne Agee and its affiliated
companies.
3
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company for services rendered during, 1998, 1997 and 1996, as
applicable, to the Company's three (3) chief executive officers serving during
the fiscal year ending December 31, 1998 (the "Named Executive Officers").
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION(1) YEAR SALARY $ BONUS $ COMPENSATION COMPENSATION
- ------------------------------ ---- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Marc D. Fisherman, CEO........................ 1998 0 0 0 0
(Incorporation -- January 7, 1998) 1997 150,000 0 0 0
1996 112,500 0 0 0
Thomas H. Hicks, CEO.......................... 1998 145,988 0 0 16,406.26(2)
(January 7, 1998 -- August 27, 1998) 1997 43,299 0 0 0
1996 0 0 0 0
James S. Holbrook, Jr., Chairman and CEO...... 1998 0 0 0 0
(August 27, 1998 -- December 31, 1998) 1997 0 0 0 0
1996 0 0 0 0
</TABLE>
- ---------------
(1) As of December 31, 1998, Robert L. McGinnis became the Chairman of the Board
and CEO and James L. Ralph became the President and COO pursuant to the
Merger and subject to employment agreements.
(2) Received as consulting fees after terminating employment with the Company.
EMPLOYMENT AGREEMENTS
Pursuant to the merger of Bobby Allison Cellular Systems of Florida, Inc.
into the Company's subsidiary effective December 31, 1999, Robert L. McGinnis
and James L. Ralph became the Named Executive Officers of the Company. They have
each entered into employment agreements with the Company effective December 31,
1998, a summary of which are discussed below.
McGinnis Agreement. Pursuant to the employment agreements entered into
between the Company and Robert L. McGinnis ("McGinnis Agreement") on December
31, 1998, Mr. McGinnis became the Company's Chief Executive Officer. The
McGinnis Agreement shall have an initial term of three (3) years. Upon the
expiration of the initial term, the McGinnis Agreement shall automatically renew
for successive one (1) year terms unless sooner terminated by either party
giving written notice one hundred twenty (120) days prior to the commencement of
such renewal term. During the first twelve (12) months of the McGinnis
Agreement, Mr. McGinnis shall receive a minimum annual base compensation of One
Hundred Thirty-Five Thousand Dollars ($135,000). At the end of such initial
twelve (12) month period and each twelve (12) month period thereafter, the
Company's Board of Directors shall review Mr. McGinnis' annual salary to
determine the next twelve (12) months annual compensation; provided, however,
that Mr. McGinnis' annual salary shall be increased a minimum of six percent
(6%) each year. The McGinnis Agreement requires that the Board of Directors
approve an incentive compensation plan which provides additional compensation to
Mr. McGinnis based upon the Company's net income and which at a minimum shall be
equal to two percent (2%) of the Company's net income for any applicable
employment year. The Board of Directors may also reward Mr. McGinnis additional
discretionary compensation in the form of bonuses or other rewards. In the event
that Mr. McGinnis terminates the McGinnis Agreement for the Company breach of
its terms, then the Company shall pay Mr. McGinnis severance compensation equal
to two-thirds ( 2/3) of Mr. McGinnis' annual compensation at the time of the
termination if during the initial three (3) year term and one-fourth ( 1/4) of
Mr. McGinnis' annual compensation at the time of the termination if during a
renewal term.
Pursuant to the McGinnis Agreement, Mr. McGinnis will be entitled to
receive other benefits such as an automobile, health insurance, disability
insurance, reimbursement of business expenses and the right to
4
<PAGE> 8
participate in other employee benefit plans, retirement plans, deferred
compensation plans and other fringe benefits generally made available to
executive and management employees of the Company. The McGinnis Agreement
further provides that Mr. McGinnis will be eligible to participate in a stock
option plan of the Company which has reserved for issuance at least ten percent
(10%) of the issued and outstanding capital stock of the Company. As previously
stated, no stock option plan has yet been adopted.
Finally, the McGinnis Agreement provides that the Company shall fund the
premium of a life insurance policy on Mr. McGinnis' life which will provide a
split-dollar benefit, i.e, death benefit to the Company and cash surrender value
to Mr. McGinnis' designated beneficiaries or estate in the event of his death.
The life insurance policy shall be a permanent life policy with a face amount
that will cause the annual premium to exceed the annual cost of term life
insurance by $15,000. If Mr. McGinnis is terminated, then Mr. McGinnis shall
become the sole owner of the policy. Mr. McGinnis and the Company entered into a
Split-Dollar Agreement on February 10, 1999, effective December 31, 1998.
Ralph Agreement. Pursuant to the employment agreements entered into
between the Company and James L. Ralph ("Ralph Agreement") on December 31, 1998,
Mr. Ralph became the Company's President. The Ralph Agreement shall have an
initial term of three (3) years. Upon the expiration of the initial term, the
Ralph Agreement shall automatically renew for successive one (1) year terms
unless sooner terminated by either party giving written notice one hundred
twenty (120) days prior to the commencement of such renewal term. During the
first twelve (12) months of the Ralph Agreement, Mr. Ralph shall receive a
minimum annual base compensation of One Hundred Thirty-Five Thousand Dollars
($135,000). At the end of such initial twelve (12) month period and each twelve
(12) month period thereafter, the Company's Board of Directors shall review Mr.
Ralph's annual salary to determine the next twelve (12) months annual
compensation; provided, however, that Mr. Ralph's annual salary shall be
increased a minimum of six percent (6%) each year. The Ralph Agreement requires
that the Board of Directors approve an incentive compensation plan which
provides additional compensation to Mr. Ralph based upon the Company's net
income and which at a minimum shall be equal to two percent (2%) of the
Company's net income for any applicable employment year. The Board of Directors
may also reward Mr. Ralph additional discretionary compensation in the form of
bonuses or other rewards. In the event that Mr. Ralph terminates the Ralph
Agreement for the Company's breach of its terms, then the Company shall pay Mr.
Ralph severance compensation equal to two-thirds ( 2/3) of Mr. Ralph's annual
compensation at the time of the termination if during the initial three (3) year
term and one-fourth ( 1/4) of Mr. Ralph's annual compensation at the time of the
termination if during a renewal term.
Pursuant to the Ralph Agreement, Mr. Ralph will be entitled to receive
other benefits such as an automobile, health insurance, disability insurance,
reimbursement of business expenses and the right to participate in other
employee benefit plans, retirement plans, deferred compensation plans and other
fringe benefits generally made available to executive and management employees
of the Company. The Ralph Agreement further provides that Mr. Ralph will be
eligible to participate in a stock option plan of the Company which has reserved
for issuance at least ten percent (10%) of the issued and outstanding capital
stock of the Company. As previously stated, no stock option plan has yet been
adopted.
Finally, the Ralph Agreement provides that the Company shall fund the
premium of a life insurance policy on Mr. Ralph' life which will provide a
split-dollar benefit, i.e., death benefit to the Company and Mr. Ralph' s
designated beneficiaries or estate in the event of his death. The life insurance
policy shall be a permanent life policy with a face amount that will cause the
annual premium to exceed the annual cost of term life insurance by $10,000. If
Mr. Ralph is terminated, then Mr. Ralph shall become the sole owner of the
policy. Mr. Ralph and the Company entered into a Split-Dollar Agreement on
February 10, 1999, effective December 31, 1998.
Copies of the Employment Agreements are attached as exhibits to the
Company's Form 8-K filed on January 8, 1999 and copies of the Split-Dollar
Agreements are attached hereto.
5
<PAGE> 9
COMPENSATION OF DIRECTORS
Directors do not currently receive any compensation for serving as a
director of the Company. The Company does, however, reimburse directors for
their travel and other expenses incurred in connection with attending meetings
of the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the Merger, each of Messrs. McGinnis and Ralph were issued
debentures of the Company in the principal amount $125,000 payable in
installment over three (3) years at an interest rate of 7.5% per annum.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than 10% of the
Common Stock ("Section 16 Insiders"), to file reports of ownership and changes
in ownership with the Securities and Exchange Commission ("SEC"). Section 16
Insiders are required by the SEC regulations to furnish the Company with copies
of all SEC forms required under Section 16(a) of the Securities Exchange Act of
1934 ("Section 16(a) Forms"). Based solely on review of the Section 16(a) Forms
as furnished to the Company, the Company believes that for the period from
January 1, 1998 through December 31, 1998, all Section 16 Insiders filed their
Section 16(a) Forms in a timely manner, except that Sterne, Agee & Leach, Inc.
was late filing its Form 3. Also, since December 31, 1998, Robert L. McGinnis,
James L. Ralph, Sterne Agee & Leach Group Inc., and The Trust Company of Sterne,
Agee & Leach, Inc. were late filing their Form 3s and James S. Holbrook, Jr. was
late filing his Form 4.
OTHER MATTERS
The Board of Directors knows of no other business to be transacted, but if
any other matters do come before the meeting, the persons named as proxies in
the accompanying proxy, or their substitutes, will vote or act with respect to
them in accordance with their best judgment.
SHAREHOLDERS' PROPOSALS
Any proposal which a shareholder expects to present at the next annual
meeting to be held in 2000 must be received at the Company's principal executive
office shown on the first page of this Proxy Statement not later than February
28, 2000, in order to be included in the proxy material for the 1999 meeting.
All proposals must comply with the Rule 14a-8 of Regulation 14A of the proxy
rules of the Securities and Exchange Commission.
THE ANNUAL REPORT OF THE COMPANY WHICH ACCOMPANIES THIS PROXY STATEMENT
CONTAINS CERTAIN OF THE INFORMATION CONTAINED IN THE COMPANY'S ANNUAL REPORT ON
FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. A COPY OF THE
FORM 10-KSB WILL BE FURNISHED TO SHAREHOLDERS UPON REQUEST WITHOUT CHARGE.
REQUESTS FOR FORM 10-KSB REPORTS SHOULD BE SENT TO ROBERT L. MCGINNIS, CHAIRMAN
AND CHIEF EXECUTIVE OFFICER, BOBBY ALLISON WIRELESS CORPORATION, 2055 LAKE
AVENUE, S.E., LARGO, FLORIDA 33771
By Order of the Board of Directors
6
<PAGE> 10
COMMON STOCK PROXY
BOBBY ALLISON WIRELESS CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, JUNE 23, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert L. McGinnis and James L. Ralph, and
either of them, proxies for the undersigned, with full power of substitution, to
represent the undersigned and to vote, as designated below, all of the shares of
the common stock of Bobby Allison Wireless Corporation (the Company) which the
undersigned is entitled to vote at the annual meeting of shareholders of the
Company to be held on Wednesday, June 23, 1999, and at any adjournment thereof.
1. The election as directors of all nominees listed below (except as marked to
the contrary below):
Robert L. McGinnis and James L. Ralph
<TABLE>
<S> <C> <C> <C>
[ ] FOR all nominees listed above (except as [ ] VOTE WITHHELD for
marked to the contrary) all nominees listed
above
</TABLE>
(INSTRUCTION: To withhold your authority to vote for any individual nominee,
write the nominee's name on the line below:)
------------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
(Please Sign and Date on Reverse Side)
(Continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and will be voted as
directed herein. If no direction is given, this proxy will be voted FOR item 1.
Dated: , 1999
--------------------------
Phone No.
--------------------------------
--------------------------------
Signature of Stockholder
--------------------------------
Signature of Stockholder
WHERE STOCK IS REGISTERED
JOINTLY IN THE NAMES OF TWO OR
MORE PERSONS, ALL SHOULD SIGN.
SIGNATURE(S) SHOULD CORRESPOND
EXACTLY WITH THE NAME(S) AS
SHOWN ABOVE. PLEASE MARK, SIGN,
DATE, AND RETURN THE PROXY CARD
PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED
STATES.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE> 11
SERIES B PREFERRED STOCK PROXY
BOBBY ALLISON WIRELESS CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, JUNE 23, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert L. McGinnis and James L. Ralph, and
either of them, proxies for the undersigned, with full power of substitution, to
represent the undersigned and to vote, as designated below, all of the shares of
the Series B Preferred Stock of Bobby Allison Wireless Corporation (the Company)
which the undersigned is entitled to vote at the annual meeting of shareholders
of the Company to be held on Wednesday, June 23, 1999, and at any adjournment
thereof.
1. The election as director of nominee listed below (i):
James S. Holbrook, Jr.
<TABLE>
<S> <C> <C> <C>
[ ] FOR nominee listed above [ ] VOTE WITHHELD for
nominee listed above
</TABLE>
2. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
(Please Sign and Date on Reverse Side)
(Continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and will be voted as
directed herein. If no direction is given, this proxy will be voted FOR item 1.
Dated: , 1999
--------------------------
Phone No.
--------------------------------
--------------------------------
Signature of Stockholder
--------------------------------
Signature of Stockholder
WHERE STOCK IS REGISTERED
JOINTLY IN THE NAMES OF TWO OR
MORE PERSONS, ALL SHOULD SIGN.
SIGNATURE(S) SHOULD CORRESPOND
EXACTLY WITH THE NAME(S) AS
SHOWN ABOVE. PLEASE MARK, SIGN,
DATE, AND RETURN THE PROXY CARD
PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED
STATES.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
