<PAGE> 1
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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CHAMPION COMMUNICATION SERVICES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] 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:*
---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
[ ] 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 No.
-------------------------------------
3) Filing party:
----------------------------------------------------------
4) Date filed:
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE> 2
CHAMPION COMMUNICATION SERVICES, INC.
CHAMPION COMMUNICATION SERVICES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 1999
To the Shareholders of Champion Communication Services, Inc.:
Notice is hereby given that the 1999 Annual Meeting of Shareholders
(the "Annual Meeting") of Champion Communication Services, Inc. (the "Company")
will be held on May 12, 1999, at 11:00 a.m. Daylight Savings Time, at the
offices of the Company, located at 1610 Woodstead Court, Suite 330, The
Woodlands, Texas 77380, for the purpose of considering and acting upon the
following matters:
(1) To elect four directors to hold office in accordance with the
Company's Bylaws;
(2) To ratify the appointment of BDO Seidman, LLP as the Company's
independent accountants and auditors for the 1999 fiscal year; and
(3) To consider and act upon any matter incident to the foregoing
purposes and transact such other business as may properly come
before the meeting or any adjournments thereof.
The record date for the meeting has been established to be March 31,
1999. Only shareholders of record at the close of business on that date will be
entitled to notice of and to vote at, the Annual Meeting or any adjournments
thereof. You are cordially invited to attend the Annual Meeting. Shareholders
wishing to attend the Annual Meeting should bring proper identification and
evidence of their ownership of shares in the Company's voting securities.
Even if you plan to attend the annual meeting, you are still requested
to sign, date and return the accompanying proxy in the enclosed self-addressed,
stamped envelope. If you attend, you may vote in person if you wish, even
though you have sent in your proxy.
By Order of the Board of Directors
-----------------------------------------
Mary F. Garner, Secretary
April 16, 1999
<PAGE> 3
CHAMPION COMMUNICATION SERVICES, INC.
1610 WOODSTEAD COURT, SUITE 330
THE WOODLANDS, TEXAS 77380
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished by the Board of Directors of
Champion Communication Services, Inc., a Delaware corporation (the "Company"),
in connection with the solicitation of proxies on behalf of the Company for use
at the Annual Meeting of Shareholders to be held at 11:00 a.m. Daylight Savings
Time on Wednesday, May 12, 1999 (the "Meeting") at the offices of the Company,
located at 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380, and at
any adjournment thereof. When properly executed proxies in the accompanying
form are received, the shares represented thereby will be voted at the meeting
in accordance with the directions noted thereon. If no direction is indicated,
such shares will be voted for the election of the directors and the appointed
auditors, as set forth in the Notice of Annual meeting attached to this Proxy
Statement.
Management does not intend to present any business for a vote at the
Meeting other than the matters set forth in the accompanying Notice of Annual
Meeting, and it has no information that others will do so. If other matters
requiring the vote of the shareholders properly come before the Meeting, it is
the intention of the persons named in the attached form of proxy to vote the
proxies held by them in accordance with their judgment on such matters.
Any shareholder giving a proxy has the power to revoke that proxy at
any time before it is voted. A proxy may be revoked by filing with the
Secretary of the Company either a written revocation or a duly executed proxy
bearing a date subsequent to the date of the proxy being revoked. Any
shareholder may attend the Meeting and vote in person, whether or not such
shareholder has previously submitted a proxy.
In addition to soliciting proxies by mail, officers and regular
employees of the Company may solicit the return of proxies personally or by
telephone. Brokerage houses and other custodians, nominees and fiduciaries may
be requested to forward solicitation material to the beneficial owners of
stock.
The Company will bear the cost of preparing, printing, assembling and
mailing the Notice of Annual Meeting, this Proxy Statement, the enclosed form
of proxy and any additional material, as well as the cost of forwarding
solicitation material to and soliciting proxies from the beneficial owners of
stock.
This Proxy Statement and the accompanying form of proxy are first
being sent or given to the Company's shareholders on or about April 16, 1999.
VOTING SECURITIES
In order for any business to be conducted at the meeting, holders of
more than 50% of the shares entitled to vote must be represented at the
meeting, either in person or by proxy.
If you are the beneficial owner of shares held in "street name" by a
broker, the broker as the record holder of the shares is required to vote those
shares in accordance with your instructions. If you do not give instructions to
the broker, the broker will be entitled to vote the shares with respect to
"discretionary" items but will not be permitted to vote the shares with respect
to "non-discretionary" items (those shares are treated as "broker non-votes").
Shares represented by a proxy as to which there is a "broker non-vote" (for
example, where a broker does not have discretionary authority to vote the
shares), or a proxy in which authority to vote for any matter considered is
withheld,
<PAGE> 4
will be considered present at the meeting for purposes of determining a quorum,
but will have no effect on the vote. Shares represented by a proxy marked
"abstain" on any matter will be considered present at the meeting for purposes
of determining a quorum and for purposes of calculating the vote, but will not
be considered to have voted in favor of the proposal. Therefore, any proxy
marked "abstain" will have the effect of a vote against the matter.
The record date for determining shareholders entitled to notice of and
to vote at the Meeting is the close of business on March 31, 1999. On that date
there were 6,119,712 issued and outstanding shares of the Company's $.01 par
value Common Stock ("Common Stock"), held of record by 138 persons. The Common
Stock is the Company's only class of voting securities outstanding. Each share
of the Company's Common Stock is entitled to one vote for the election of
directors and in any other matter that may be acted upon at the Meeting. The
Company's Articles of Incorporation do not permit cumulative voting.
ADDITIONAL INFORMATION
The Company shall provide without charge to each shareholder of the
Company upon the written request of such shareholder a copy of the Company's
annual report on Form 10-KSB, without exhibits but including the financial
statements and the financial statement schedules, required to be filed with the
Securities and Exchange Commission pursuant to Rule 13a-1 under the Securities
Exchange Act of 1934, as amended, for the Company's most recent fiscal year.
The Company also shall provide without charge by first class or other equally
prompt means within one business day of receipt of a written or oral request
from a person to whom this proxy statement is delivered a copy of any and all
information that has been incorporated herein by reference. Shareholders should
address such requests to Mary F. Garner, Secretary, 1610 Woodstead Court, Suite
330, The Woodlands, Texas 77380.
ELECTION OF DIRECTORS
The Company's Bylaws provide that the affairs of the Company shall be
conducted by a Board of Directors composed of not less than one member and
empower the Board to increase or decrease the number of directors by resolution
adopted by a majority of the Board. The Board in its discretion and in
accordance with such authority has fixed its size at four members. Each
director shall hold office until the next annual meeting of shareholders and
until his successor is elected. The affirmative vote of a plurality of holders
of the outstanding shares of Common Stock represented at a meeting at which a
quorum is present is required to elect each director nominee.
The persons whose names are set forth as proxies in the enclosed form
of proxy will vote all shares over which they have control "FOR" the election
of the Board of Directors' nominees unless otherwise directed. Although the
Board of Directors of the Company does not contemplate that any of the nominees
will be unable to serve, if such a situation should arise prior to the Meeting,
the appointed proxies will use their discretionary authority pursuant to the
proxy and vote in accordance with their best judgment. The affirmative vote of
a plurality of holders of the outstanding shares of Common Stock represented at
a meeting at which a quorum is present is required to elect each director
nominee.
NOMINEES FOR ELECTION AS DIRECTORS
ALBERT F. RICHMOND has served as Chairman of the Board, Chief
Executive Officer and a director of the Company since September 29, 1994. From
May 1986 to February 1996, he was Chairman of the Board of Olympic Natural Gas
Company, and from 1981 to 1986, he served as Chief Financial Officer and a
director of American Oil and Gas Corporation. Mr. Richmond received a Bachelor
of Business Administration degree from Texas Christian University in 1965.
DAVID A. TERMAN has been President of the Company since November 1,
1994 and a director since September 29, 1994. Mr. Terman was employed by
Motorola from 1970 to 1994 where he held several management positions,
including positions in direct sales, indirect distribution and network services
operations, all of which are directly related to the wireless radio
communications industry. Mr. Terman received his Bachelor of Science degree in
Aviation Management from Auburn University in 1968.
2
<PAGE> 5
PETER F. DICKS has been a director of the Company since October 24,
1994. He has also served as a director of Standard Microsystems Corporation, a
publicly-traded company, since June 1992. Mr. Dicks serves as director for
several companies in the United Kingdom, including The East German Investment
Trust PLC, Action Computer Supplies Holdings PLC, Henderson Technology Trust
PLC, The Personal Number Company PLC and Second London American Growth Trust
PLC, all of which are publicly traded companies. From 1973 to 1991, he was a
founder and director of Abingworth Management Holdings, Ltd., a company that
provided venture capital investment management services.
RANDEL R. YOUNG has been a director since May 7, 1996. Mr. Young
currently serves as vice president and assistant general counsel for an NYSE
energy company, based in Houston, Texas. From April 1991 to October 1993, Mr.
Young was an attorney in his own Houston law firm. From October 1993 to
December 1995, he was a partner with the New York-based law firm of Haight
Gardner Poor & Havens, resident in its Houston office. From December 1995 to
April 1996, he was a partner with the law firm of Gardere & Wynne, L.L.P.,
resident in its Houston office. Mr. Young received his Bachelor of Arts degree,
with highest honors, from the University of Houston in 1977. Mr. Young received
his law degree, with honors, from the University of Houston Law Center in 1980.
The Board of Directors recommends a vote "FOR" the election of all of the
individuals nominated for election as a director.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information with respect to each
director and each executive officer of the Company:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Albert F. Richmond (2) 57 Chairman of the Board and
Houston, Texas Chief Executive Officer
David A. Terman 55 President
The Woodlands, Texas Director
Mary F. Garner 45 Secretary
The Woodlands, Texas
Pamela R. Cooper 46 Chief Financial Officer,
Spring, Texas Treasurer and Controller
Peter F. Dicks (1)(2) 56 Director
London, England
Randel R. Young (1)(2) 43 Director
Houston, Texas
</TABLE>
- ----------------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
Officers are elected by the Board of Directors and serve until their
successors are chosen or until their resignation or removal.
3
<PAGE> 6
MARY F. GARNER has served as Corporate Secretary of the Company since
September 29, 1994, and has been human resources manager of the Company since
August 1995. From January 1990 to February 1996, she was Corporate Secretary of
Olympic Natural Gas Company, and also served as Office Manager of Olympic
Natural Gas Company from June 1986 to July 1995.
PAMELA R. COOPER has been Treasurer and Controller of the Company
since April 1, 1995, and Chief Financial Officer since March 1996. From 1988 to
1995, she was the owner of PRC Consulting, an accounting firm in Dallas, Texas.
Ms. Cooper graduated from Southern Methodist University in 1974 with a Bachelor
of Business Administration degree.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of December 31, 1998 by (i) each
director of the Company, (ii) each Named Executive Officer, (iii) each person
known or believed by the Company to own beneficially 5% or more of the Common
Stock and (iv) all directors and executive officers as a group. Unless
otherwise indicated, each person has sole voting and dispositive power with
respect to such shares.
<TABLE>
<CAPTION>
Percent
Name of Beneficial Owner (1) Number of Shares Beneficially Owned
---------------------------- ---------------- ------------------
<S> <C> <C>
Albert F. Richmond 1,661,650 (2) 27.15%
David A. Terman 1,797,000 (3) 29.36%
Mary F. Garner 35,800 (4) *
Pamela R. Cooper 30,600 (5) *
Peter F. Dicks 174,500 (6) 2.85%
23 Bentinck Street
London, W1M 5RL
England
Randel R. Young 37,313 (7) *
333 Clay Street, Ste. 1800
Houston, Texas 77002
All executive officers and directors as a group 3,736,863 60.51%
</TABLE>
- -----------------------
*Less than 1%
(1) Except as otherwise noted, the address of each holder is 1610
Woodstead Court, Suite 330, The Woodlands, Texas 77380.
(2) Shares held by Albert F. Richmond and his wife, Linda L. Richmond, as
joint tenants with right of survivorship.
(3) Shares held by David A. Terman and his wife, Maura B. Terman, as joint
tenants with right of survivorship.
(4) Includes shares held by Mary F. Garner and her husband, James M.
Dobson, III, as joint tenants with the right of survivorship. Includes
options granted on February 1, 1996 to acquire 2,500 shares and
options granted on February 6, 1997 to acquire 1,200 shares, which are
immediately exercisable. Does not include options to acquire 7,500
shares granted on February 1, 1996, options to acquire 10,800 shares
granted on February 6, 1997, and options to acquire 7,000 shares
granted on November 5, 1998, as such options are not exercisable until
February 1, 2000, February 6, 2000, and November 5, 2000,
respectively.
4
<PAGE> 7
(5) Includes 4,700 shares held by Charles Schwab, as Custodian of IRA.
Includes options granted on February 1, 1996 to acquire 2,500 shares
and options granted on February 6, 1997 to acquire 1,200 shares, which
are immediately exercisable. Does not include options to acquire 7,500
shares granted on February 1, 1996, options to acquire 10,800 shares
granted on February 6, 1997, and options to acquire 10,000 shares
granted on November 5, 1998, as such options are not exercisable until
February 1, 2000, February 6, 2000, and November 5, 2000,
respectively.
(6) Includes options to acquire 24,500 shares of Common Stock exercisable
immediately.
(7) Includes 5,491 shares held by Randel R. Young, Trustee for Brian C.
Young Trust; 7,322 shares held by Randel R. Young, Trustee for Shannon
E. Young Trust; and options to acquire 24,500 shares of Common Stock
exercisable immediately. Mr. Young disclaims beneficial ownership of
the shares held in trust.
The Board of Directors met three times during fiscal year 1998. During
such twelve-month period, each incumbent director of the Company attended 100%
of (a) meetings of the Board of Directors held during his tenure and (b)
meetings held by committees of the Board on which he served.
COMMITTEES OF THE BOARD OF DIRECTORS
Compensation Committee. The Compensation Committee reviews and makes
recommendations to the Board regarding salaries, compensation and benefits of
executive officers and employees of the Company and administers the Company's
1996 Incentive Plan. The Compensation Committee currently is comprised of
Messrs. Dicks, Richmond and Young. The Committee met two times during fiscal
year 1998.
Audit Committee. The Audit Committee annually recommends to the Board
of Directors the appointment of independent certified accountants as auditors
for the Company, discusses and reviews the scope of any fees for the
prospective annual audit, reviews the results with the auditors, reviews the
Company's compliance with its existing accounting and financial policies,
reviews the adequacy of the financial organization of the Company and considers
comments by auditors regarding internal controls and accounting procedures and
management's response to those comments. Messrs. Dicks and Young currently
serve on this Committee. This Committee met one time in fiscal year 1998.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based on a review of Forms 3, 4, and 5 furnished to the Company, all
of the Company's officers and directors and beneficial owners of ten percent of
the Company's common stock were in compliance with the reporting requirements
of Section 16(a) during the fiscal year ended December 31, 1998.
COMPENSATION OF DIRECTORS
Directors who are not officers and employees of or consultants to the
Company receive compensation of $1,000 per board meeting and $500 for each
committee meeting on which such director serves. Directors' expenses for
attending meetings are reimbursed by the Company.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
compensation awarded to, earned by or paid for services rendered to the Company
in all capacities during the fiscal years ended December 31, 1998, 1997, and
1996, with respect to the Company's Chief Executive Officer, Mr. Richmond, and
President, Mr. Terman
5
<PAGE> 8
(collectively, the "Named Executive Officers"). No other executive officers of
the Company received annual compensation (including salary and bonuses earned)
which exceeded $100,000 during the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
Annual Long Term
Compensation Bonus Compensation
------------ ----- ------------
Securities
Fiscal Year Underlying
Name and Principal Ended Salary Options/
Position Dec. 31 ($) SARs(#)
-------- ------- --- -------
<S> <C> <C> <C> <C>
Albert F. Richmond, 1998 $ 125,000 -- --
Chairman of the Board and 1997 $ 125,000 -- --
Chief Executive Officer 1996 $ 125,000 -- --
David A. Terman, 1998 $ 125,000 -- --
President and Director 1997 $ 125,000 $20,000 --
1996 $ 125,000 -- --
</TABLE>
The Company has never issued options to the named executive officers.
Thus, no options were granted to or exercised by the named executive officers
during 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Peter F. Dicks, Albert F.
Richmond and Randel R. Young. Mr. Richmond serves as the CEO of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 2, 1995, the Company documented past advances from Champion
Communications Company, a company wholly owned by Mr. Richmond, made to the
Company in 1994 for the acquisition of base stations and related customers by
executing and delivering a note in the amount of $3,177,505 at the prime
interest rate as published in the Wall Street Journal, and granting a security
interest in 1,499 community repeaters secured by a security agreement. On
November 15, 1995, $377,925 of the amount payable and $162,075 of accrued
interest payable was converted into 400,000 shares of Common Stock at $1.35 per
share, which shares were issued on December 15, 1995 to Mr. Richmond and his
wife, Linda L. Richmond, David A. Terman and his wife, Maura B. Terman, as
trustees of marital trusts, and Elisa and Eileen Terman, the daughters of David
Terman. On November 15, 1995, the Company executed a promissory note to
Champion Communications Company for the remaining balance of $2,799,581.26. An
endorsement to the promissory note signed on August 15, 1996 extended the
maturity date to September 30, 2001 and specified 20 quarterly installments
commencing March 31, 1997. The Company also executed a security agreement on
November 15, 1995, granting Champion Communications Company a first lien
security interest in the Company's equipment, including its CRs, its insurance
and rights thereunder and any proceeds from the sale, lease or assignment of CR
spectrum or spectrum licenses. On March 17, 1997, the principal of
$2,799,581.26 and $78,883.70 of accrued interest were paid in full by the
Company. Pamela R. Cooper, Chief Financial Officer, Controller and Treasurer of
the Company, also serves as an officer of Champion Communications Company.
In September and October 1997, Albert F. Richmond and David A. Terman
each made advances to the Company in the amount of $130,000. The Company
executed a promissory note in the amount of $130,000 bearing
6
<PAGE> 9
interest at 10% per annum to each Messrs. Richmond and Terman, payable in full
on December 1, 1997. The debt, including accrued interest of $4,495.59 was
repaid in full on December 1, 1997.
Under a management agreement dated July 20, 1995 between the Company
and Champion Communications Company, the Company operated a five-channel 800
MHz trunking system licensed to Champion Communications Company. The management
agreement expired December 31, 1996 and continued by verbal agreement of the
parties on a month-to-month basis. The Company exercised its option and
purchased the system for $112,812 on April 1, 1997 after receipt of FCC
consent.
On July 29, 1996, in connection with the Company's initial public
offering in Canada, Messrs. Richmond and Terman, the Company and Equity
Transfer Services, Inc. entered into an Escrow Agreement pursuant to which
Messrs. Richmond and Terman each placed 1,555,200 shares of Common Stock held
by them in escrow with Equity Transfer Services, Inc. Fifty percent were
released during 1998 and 1997, and the remaining securities are to be released
from escrow as follows: 20% on July 31, 1999, and 30% on July 31, 2000. These
escrowed shares are included in the Company's earnings per share calculation
and are not considered "contingent shares issuable" for accounting purposes.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the next Annual Meeting of
Shareholders must be in writing and received at the Company's executive offices
by the Secretary no later than February 15, 2000 in order to be included in the
next year's proxy statement.
OUTSTANDING OPTIONS
As of March 1, 1999, the Company had granted options to its employees
and directors to purchase 392,000 shares of its Common Stock under its 1996
Plan. Of these, options to purchase 126,000 shares expired when employees'
employment with the Company terminated. As of March 1, 1999, options are held
by 21 of its employees and directors.
Incentive stock options granted to employees and directors are
exercisable at $1.00 to $2.75 per share and vest over a five-year period which
began February 1, 1996. These options expire 10 years after the date they are
granted or 90 days following termination of the optionee's employment with the
Company.
Options to purchase 60,000 common shares during a period of three
years expiring on September 25, 1999 were granted to a third party in
conjunction with the special warrant offering at the completion of the initial
public offering.
The Company has issued 49,000 non-qualified options to Messrs. Dicks
and Young, its Outside Directors. The options vest immediately, 20,000 are
exercisable at $2.00 per share, 3,000 are exercisable at $2.75 per share, 3,000
are exercisable at $1.25 per share, 23,000 are exercisable at $1.00 per share,
and expire 10 years after the date of grant.
AUDITORS
BDO Seidman, LLP has been engaged as independent accountants for the
purpose of issuing a report on the financial statements of the Company for the
year ended December 31, 1998. Representatives of BDO Seidman, LLP are expected
to be present at the Annual Meeting and will have an opportunity to make a
statement if they desire to do so and to respond to appropriate questions from
those attending the Meeting.
The Board of Directors recommends a vote "FOR" the ratification of the
Company's auditors.
7
<PAGE> 10
OTHER BUSINESS
The Board of Directors of the Company knows of no matters to be
presented at the Annual Meeting other than those described above; however, if
other matters are properly presented to the meeting for action, it is intended
that the persons named in the accompanying form of proxy, and acting
thereunder, will vote in accordance with their best judgment on such matters.
By Order of the Board of Directors
-------------------------------------------
Albert F. Richmond, Chief Executive Officer
Dated April 16, 1999
The Woodlands, Texas
8
<PAGE> 11
CHAMPION COMMUNICATION SERVICES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
<TABLE>
1. DIRECTORS -- NOMINEES:
<S> <C> <C>
01 - PETER F. DICKS 03 - DAVID A. TERMAN
02 - ALBERT F. RICHMOND 04 - RANDEL R. YOUNG
For Withheld
All All
[ ] [ ]
[ ] For All Except The Following
(List Names or Numbers):
</TABLE>
----------------------------
----------------------------
----------------------------
NOTE -- PROXY HOLDERS MAY VOTE IN THEIR
DISCRETION ON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C>
2. AUDITORS -- RATIFY APPOINTMENT [ ] [ ] [ ]
OF BDO SEIDMAN, LLP AS INDEPENDENT
ACCOUNTANTS AND AUDITORS FOR 1999.
Dated: , 1999
---------------------------------------
Signature(s):
---------------------------------------
---------------------------------------
</TABLE>
CHAMPION COMMUNICATION SERVICES, INC. ANNUAL MEETING TO BE HELD ON MAY 12, 1999
AT 11:00 A.M. DAYLIGHT SAVINGS TIME.
FOR HOLDERS AS OF MARCH 31, 1999.
<PAGE> 12
PROXY PROXY
CHAMPION COMMUNICATION SERVICES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The shareholder of Champion Communication Services, Inc. whose name
appears on the reverse side hereof (the "Undersigned") acknowledges receipt of
the Notice of Annual Meeting of the Company on May 12, 1999 at 11:00 a.m. DST,
and attached proxy statement, and appoints Albert F. Richmond and David A.
Terman and each of them the attorneys of the Undersigned, with full power of
substitution, for and in the name of the Undersigned, to vote as proxies for
the Undersigned according to the number of shares of Common Stock the
Undersigned would be entitled to vote if then personally present at the Annual
Meeting of Shareholders of the Company to be held at the offices of the Company
located at 1610 Woodstead Court, Suite 330, The Woodlands, Texas, on May 12,
1999, or at any adjournment or adjournments thereof, and to vote all shares of
Common Stock of the Company held by the Undersigned and entitled to be voted
upon the matters, and in accordance with the instructions, on the reverse side
hereof.
