<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
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 Pursuant to Section240.14a-11(c) or
Section240.14a-12
</TABLE>
<TABLE>
<S> <C>
PRECEPT BUSINESS SERVICES, INC.
- -----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
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(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:
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/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
PRECEPT BUSINESS SERVICES, INC.
WOODALL ROGERS FREEWAY
SUITE 500
DALLAS, TEXAS 75201
------------------------
OCTOBER 27, 1999
Re: Amendment to Proxy Statement
Dear Shareholder:
Enclosed please find an amendment to the Proxy Statement for the Annual
Meeting of Shareholders of Precept Business Services, Inc. ("Precept") to be
held November 3, 1999.
The Principal Shareholders and Management Ownership table contained on pages
3-4 of the Proxy Statement failed to include Stephen A. DiMarco as a beneficial
owner of 5% or more of Precept Common Stock. Enclosed is a revised table
containing the correct information.
We apologize to you and to Mr. DiMarco for this oversight.
Very truly yours,
Peter H. Trembath
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
<PAGE>
PRECEPT BUSINESS SERVICE, INC.
1909 WOODALL RODGERS FREEWAY
SUITE 500
DALLAS, TEXAS 75201
------------------------
AMENDMENT TO PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
---------------------
---------------------
TO BE HELD NOVEMBER 3, 1999
---------------------
The Principal Shareholders and Management Ownership table set forth on pages
3-4 of the Proxy Statement for the Annual Meeting of Shareholders of Precept
Business Services is amended and restated in its entirety as follows:
<PAGE>
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth certain information as of the Record Date
with respect to the shares of Class A Common Stock and Class B Common Stock
beneficially owned by (1) shareholders known to Precept to own more than 5% of
the outstanding shares of such classes; (2) each of our directors and executive
officers; and, (3) all of Precept's executive officers and directors as a group.
The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock owned by them, unless otherwise noted.
<TABLE>
<CAPTION>
CLASS B COMMON
CLASS A COMMON STOCK(1) STOCK(2) TOTAL PERCENT OF
----------------------------- ---------------------- NUMBER OF TOTAL
NAME AND ADDRESS OF PERCENT OF NUMBER PERCENT OF CLASS A AND VOTING
BENEFICIAL OWNER(3) NUMBER OF SHARES CLASS(4) OF SHARES CLASS(4) CLASS B SHARES POWER(1)
- ------------------- ---------------- ---------- --------- ---------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Darwin Deason.............. 3,533,669(5)(6) 40.5% 592,142 100% 4,125,811(6) 64.5%
Douglas R. Deason.......... 729,929(7) 8.4% 0 0% 729,929(7) 5.0%
William W. Solomon, Jr..... 0 0% 0 0% -- 0%
D. Paul Cabra.............. 148,481 1.7% 0 0% 148,481 1.0%
Ronald L. Sorci............ 2,786 * 0 0% 2,786 *
J. Livingston Kosberg...... 162,215(8) 1.9% 0 0% 162,215(8) 1.1%
Sheldon I. Stein........... 0 0% 0 0% -- 0%
Robert N. Bazinet.......... 103,537 1.2% 0 0% 103,537 *
J. D. Greco................ 519,213 5.9% 0 0% 519,213 3.5%
Peter H. Trembath.......... 4,200 * 0 0% 4,200 *
All Directors and Officers
as a Group............... 4,325,620(6) 49.6%(6) 592,142 100% 4,917,762(6) 69.9%(6)
Beneficial Owners of more
than 5% of Precept Common
Stock....................
First Nationwide Bank...... 469,466 5.4% 0 0% 469,466 3.2%
David L. Neely(9).......... 735,788 8.4% 0 0% 735,788 5.0%
Stephen A. DiMarco......... 541,342 6.2% 0 0% 541,342 3.7%
</TABLE>
- --------------------------
* Less than 1%
(1) The information set forth for Class A Common Stock does not include the
shares of Class B Common Stock of such holder which are convertible, at any
time and from time to time, into shares of Class A Common Stock on a
share-for-share basis. However, percentages set forth in the column labeled
"Percent of Total Voting Power" assumes that the holder of Class B Common
Stock is entitled to ten votes for each such share held in his or her name.
The information set forth in this table does not include outstanding options
granted any of the named individuals to purchase shares of Class A Common
Stock, none of which options are not exercisable within sixty days of the
date hereof.
(2) Each share of Class B Common Stock is convertible into Class A Common Stock
on a share-for-share basis at any time.
(3) The address of each director and officer is in care of Precept at 1909
Woodall Rodgers Freeway, Suite 500, Dallas, Texas 75201.
(4) Based on 8,728,044 shares of Class A Common Stock and 592,142 shares of
Class B Common Stock outstanding at October 7, 1999.
(5) Does not include 592,142 shares of Class B Common Stock. Each share of
Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis at any time. Mr. Deason owns all of the issued and
outstanding shares of Class B Common Stock.
(6) Includes 2,090,385 shares of Class A Common Stock for which Mr. Deason has
been granted proxies to vote, including the shares of Class A Common Stock
held by Douglas R. Deason, D. Paul Cabra and
1
<PAGE>
David L. Neely and reflected in the above table. The share totals and
percentages of class and total voting power shown for All Directors and
Officers of the Company in the above table have been adjusted to avoid
double counting any shares subject to any such proxies granted by current
officers or directors of the Company.
(7) Includes 90,125 shares of Class A Common Stock owned by a trust for the
benefit of Douglas R. Deason's children and for which Darwin Deason serves
as Trustee. Darwin Deason and Douglas R. Deason disclaim beneficial
ownership of such shares.
(8) Held by the J. Livingston Kosberg trust of which Mr. Kosberg is the sole
trustee.
(9) Mr. Neely served the Company as its Chairman and Chief Executive Officer for
a number of years. He resigned his positions in April, 1999.
October 26, 1999
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