(front of card)
FIRST SIERRA FINANCIAL, INC.
600 TRAVIS STREET
SUITE 7050
HOUSTON, TX 77002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST SIERRA
FINANCIAL, INC. FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
, 1998
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The undersigned stockholder(s) of First Sierra Financial, Inc. ("First
Sierra") hereby constitute(s) and appoint(s) Thomas J. Depping and Sandy B. Ho
and each of them acting individually, with full power of substitution and
revocation, the true and lawful attorney or attorneys and proxies of the
undersigned to vote all shares of the common stock, par value $.01 per share,
of First Sierra (the "First Sierra Common Stock") owned by or of record in the
name of the undersigned, at the special meeting of the stockholders of First
Sierra to be held on , 1998 at
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(the "Special Meeting"), or at any adjournments or postponements thereof, for
the purposes listed on the reverse side hereof.
This Proxy, when properly executed, will be voted in the manner directed
on the reverse side by the undersigned stockholder(s). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH ON THE REVERSE SIDE
OF THIS PROXY. This Proxy may be revoked at any time before it is voted at
the Special Meeting by either (i) (a) executing and returning a proxy bearing
a later date or (b) filing written notice of such revocation with First Sierra
at 600 Travis Street, Suite 7050, Houston, TX 77002, Fax Number:
(713) 221-1818, Attention: Sandy B. Ho or (ii) attending the Special Meeting
and voting in person.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
(continued on reverse side)
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(reverse side of card)
THE BOARD OF DIRECTORS OF FIRST SIERRA UNANIMOUSLY RECOMMENDS A VOTE FOR ITEMS
1, 2, AND 3.
(1) Approval of Issuance of Shares of First Sierra Common Stock in connection
with Merger with Oliver-Allen Corporation, Inc.:
Approve the issuance of shares of First Sierra Common Stock pursuant to
an Agreement and Plan of Merger, dated as of June 10, 1998, by and among
First Sierra, Sierra Acquisition Corporation I ("Acquisition") and
Oliver-Allen Corporation, Inc. ("Oliver-Allen"), providing for, among other
things, the merger of Acquisition with and into Oliver-Allen (the
"Merger") and the conversion of each outstanding share of Oliver-Allen
common stock, par value $10 per share, into a number of shares of First
Sierra Common Stock, determined by dividing (i) $79,000,000 minus any
transaction fees in excess of $5,100,000 by (ii) $25, and then dividing
the quotient thereof by the aggregate number of shares of common stock of
Oliver-Allen issued and outstanding as of the effective time of the
Merger.
<PAGE>
(2) Approval of Amendment to Restated Certificate of Incorporation:
Approve an Amendment to the Restated Certificate of Incorporation of
First Sierra to increase the number of authorized shares of First Sierra
Common Stock from 25,000,000 to 100,000,000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(3) Amendment to 1997 Stock Option Plan
Approved an amendment to First Sierra's 1997 Stock Option Plan to
increase the number of shares of First Sierra Common Stock reserved for
issuance thereunder to 20% of the shares of First Sierra Common Stock
outstanding at any given time.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Should any other matters requiring a vote of the stockholders arise, the
attorneys above are authorized to vote the same in accordance with their best
judgment in the best interest of First Sierra. Management is not aware of any
matter which is to be presented for action at the meeting other than the
matters set forth herein.
MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT [ ]
Please mark, date and sign exactly as your
name(s) appear(s) at left and return in the
enclosed envelope. If acting as attorney,
executor, administrator, trustee, guardian,
etc., please give full title. If the signer
is a corporation, please sign the full
corporate name, by fully authorized officer.
If shares are held jointly, each stockholder
named should sign.
Signature: Date: Signature: Date:
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