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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
</TABLE>
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
--------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
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AMERICA'S SENIOR FINANCIAL SERVICES, INC.
9501 N.E. 2ND AVENUE
MIAMI SHORES, FLORIDA 33138
CONSENT STATEMENT
CONSENT OF SHAREHOLDERS IN LIEU OF SPECIAL MEETING
To the Shareholders of America's Senior Financial Services, Inc.:
This Consent Statement is furnished to the Shareholders of America's Senior
Financial Services, Inc., a Florida corporation ("AMSE"), in connection with the
solicitation of written consents on behalf of the Board of Directors of AMSE
(the "Board of Directors") with respect to the matter set forth below. This
Consent Statement is first being mailed to Shareholders of AMSE on or about
November 10, 2000.
In connection with this Consent Statement, Shareholders are being asked to
consider and consent to a proposal (the "Proposal") to remove Michael Shelley as
a director of AMSE.
The purpose and effect of this Proposal, which is recommended by the Board of
Directors, is to remove Mr. Shelley as a member of the Board of Directors which
will then consist of the five remaining directors.
The principal executive office of AMSE is 9501 N.E. 2nd Avenue, Miami Shores,
Florida 33138. The telephone number of the principal executive office of AMSE is
(305) 751-3232, extension 266.
YOUR CONSENT IS IMPORTANT, SINCE APPROVAL OF THE PROPOSAL REQUIRES THE WRITTEN
CONSENT OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK.
ACCORDINGLY, YOU ARE URGED TO READ AND TO CONSIDER CAREFULLY THE INFORMATION
CONTAINED IN THIS CONSENT STATEMENT.
The date of this Consent Statement is October 30, 2000.
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GENERAL INFORMATION
Under Florida law, unless otherwise provided in the Articles of Incorporation,
any action that may be taken at any annual or special meeting of Shareholders
may be taken without a meeting, without prior notice and without a vote, if
consents in writing, setting forth the action so taken, are signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize to take such action at a meeting at which
all shares entitled to vote were present and voted, and those consents are
properly delivered to the corporation. AMSE's Articles of Incorporation do not
limit the right of Shareholders of AMSE to take action by written consent.
The Board of Directors has fixed the close of business on October 19, 2000 as
the record date for the determination of Shareholders entitled to consent to the
Proposal (the "Record Date"). Accordingly, only Shareholders of record on the
books of AMSE at the close of business on the Record Date will be entitled to
consent to the Proposal. The Board has also fixed November 30, 2000 as the date
on or after which the written consents will be tabulated.
On the Record Date, AMSE had outstanding 9,871,326 shares of Common Stock, which
are the only outstanding shares of AMSE entitled to vote on this matter. On all
matters, each share of Common Stock is entitled to one vote by written consent.
The cost of soliciting consents will be borne by AMSE. In addition to
solicitation by mail, officers, directors, and other employees of AMSE may
solicit consents by telephone, telegraph or personal contact without additional
compensation.
Consents in the accompanying form that are properly executed and dated, duly
returned and not revoked will be tabulated in accordance with the instructions
on such consents. If a consent is executed but no indication is made with
respect to the matter contained in such consent as to which action is to be
taken, such consent will be deemed to constitute a consent to approve proposal
No. 1. Any consent may be revoked in writing at any time prior to the close of
business on the date that consents signed by a sufficient number of Shareholders
to take the action are received by AMSE. The unrevolked signed and dated
consents of the holders of a majority of the Common Stock outstanding as of the
Record Date are necessary to effect the approval of the Proposal.
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PROPOSAL 1
REMOVAL OF MICHAEL SHELLEY AS A DIRECTOR
AMSE's Board of Directors currently consists of Nelson A. Locke,
Michael Buono, Charles Kluck, Cheryl Locke, Thomas G. Sherman and
Michael Shelley.
Due to Mr. Shelley's recent behavior, Nelson A. Locke, Michael Buono,
Charles Kluck, Cheryl Locke and Thomas G. Sherman propose that the immediate
removal of Michael Shelley as a Director of AMSE is in the best interest
of all AMSE's Shareholders and recommend you consent to his removal.
This action has been requested after careful consideration and after a
Board Meeting called on October 19, 2000 at Mr. Shelley's request to discuss a
127 page document which he prepared .
The document contained numerous unsubstantiated allegations of
wrongdoing, personal attacks upon management and specifically AMSE's Chairman,
Nelson Locke. The document suggested that Mr. Shelley and certain shareholders
had been meeting and were prepared to write to the SEC. Mr. Shelley represented
that he and his select group of shareholders were prepared to allege that
management had been involved in numerous transactions which may have violated
securities law.
During the meeting Mr. Shelley suggested that AMSE breach a contract with
its advisor Brickell Equity which could lead to a lawsuit wherein AMSE could be
exposed to more than $300,000.00 in damages. The document went on to suggest
that Mr. Shelley would resign for cause unless the Board adopted a list of his
suggestions thus triggering the filling of a 8-K letter.
During the meeting Mr. Shelley made clear that he considered the matter
a personal dispute between himself and the chairman and was in turn an offshoot
of a personal dispute between himself and Brickell Equities principal Alan
Salomon.
During this special meeting it became clear that Mr. Shelley has never
taken the time to learn about the workings of our business nor had he reviewed
the multiple SEC filings that contained answers to most of his various
questions. He could produce no proof of any wrongdoing by any party and seemed
to indicate after close questioning by board members that the dissident
shareholders with whom he had indicated he was working with was a reference to a
hypothetical rather than real situation.
At the conclusion of the meeting Mr. Buono offered Mr. Shelley the
opportunity of spending a few days in the field so that Mr. Shelley could have
an understanding of the nature of the business. Mr. Shelley was told where he
could readily access all filed SEC information concerning the company. The board
members repeatedly informed Mr. Shelley that it was inappropriate for him to ask
the Chairman to devote the considerable time requested by Mr. Shelley to locate
documents, make photocopies or written responses to the multiple questions and
suggestions contained in the 127 page document. At the conclusion of the meeting
the board members believed that all questions had been satisfactorily addressed
and that Mr. Shelley would devote time to learning about the business and
participate as an informed Board Member and in a constructive rather than in a
confrontational manner.
It was also explained that the four and a half hours devoted to Mr.
Shelleys concerns, all recorded per his demand, were a considerable drain on
company resources both in terms of missed productivity and cash outlays. The
directors sponsoring this proposal believed that Mr. Shelley understood that all
parties had used their best efforts and were continuing to do so even though
management has deferred most of its salary and many of its benefits during this
transitional period.
By eleven o'clock the following morning Mr. Shelley had resumed his
personal attacks upon Mr. Locke.
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Mr. Shelley has shown no capacity for constructively participating with
his other Board Members in effectively guiding the affairs of the company. His
personalization of issues and inappropriate behavior have led the board to
recommend his immediate removal prior to his being able to do any more damage to
the workings of the board to the detriment of the company.
DIRECTORS NELSON A. LOCKE, MICHAEL BUONO, CHARLES KLUCK, CHERYL
LOCKE AND THOMAS G. SHERMAN RECOMMEND THAT THE SHAREHOLDERS
CONSENT TO THE REMOVAL OF MICHAEL SHELLEY AS A DIRECTOR.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of October 15, 2000, the beneficial
ownership of the Company's 9,871,326 outstanding shares of Common Stock by (1)
the only persons who own of record or are known to own, beneficially, more than
5% of the Company's Common Stock; (2) each director and executive officer of the
Company; and (3) all directors and officers as a group.
Name Number of Shares Percent
---- ---------------- -------
Nelson A. Locke (2) 2,562,410 25%
Cheryl D. Locke (2) 2,562,410 25%
Charles M. Kluck 550,000 5%
Michael Buono 200,679 2%
Thomas G. Sherman, Esq. 110,000 1%
Michael J. Shelley 102,500 1%
All officers and directors as a
group (6 persons) 3,525,589 34%
(1) Based upon shares outstanding as of October 15, 2000. Does not include
shares issuable on exercise of options.
(2) Nelson A. Locke and Cheryl D. Locke own such shares as joint tenants.
Nelson A. Locke founded the Company in 1990 and has served as its
President and Director since that time. He is the architect of the Company's
business model. He is the past President of the Florida Association of Mortgage
Brokers - Miami Chapter and has earned the NAMB's certified residential mortgage
lender designation. In 1997 he was named FAMB's Broker of the Year, and in 1998
was awarded the prestigious FAMB President's Award for his public relations
efforts on behalf of the Florida Mortgage Brokerage Industry. In 1999, he was
elected by his 2,500 FAMB peers, to serve on the Association's Executive
Committee. He is a founder and director of the National Reverse Mortgage Lenders
Association. Mr. Locke is a Marine Corps. Veteran (non commissioned officer) and
holds a B.A. from California State University.
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Cheryl D. Locke is the Company's Executive Vice President. She is a
member of the Board of Directors, and is directly responsible for the human
resources ("HR") function, supervising the Company's personnel department and
reviewing AMSE's compliance with state and federal employment issues. She joined
the Company in 1990 on a part time basis, as a loan officer. By 1994, she had
risen to senior loan officer. From 1995 to 1998, she directly supervised all
loan production and closing. In January 1998, she was appointed executive vice
president and elected to the Company's Board of Directors.
Michael Buono has been the Chief Executive of Jupiter Mortgage Corp.,
since 1996. Jupiter Mortgage Corp. was acquired by the Company in September
of 1999. He continues to serve in the capacity of Chief Executive of Jupiter
Mortgage Corp. and became a Director of AMSE in April 2000. Mr. Buono is
a graduate of Milliken University.
Thomas J. Sherman has been an attorney in private practice in Coral
Gables, Florida since 1980. He is also President and owner of Union Title
Services, Inc., a full service title insurance agency. Mr. Sherman is a graduate
of the University of Miami School of Law. Since 1990, Mr. Sherman has served as
the Company's general counsel. He became a director in January 1998.
Michael J. Shelley has been President and CEO of MJS Financial, Inc.
since 1993. From 1991 to 1993 he was senior sales representative for Siemens
Automotive. Mr. Shelley is a graduate of the University of Illinois with a
BA in Economics and also has a Master of Science degree from the
University of Illinois in Finance. He became a director in January 1998.
Charles M. Kluck has been the President of Dow Guarantee Corp. since
its founding in 1985. Dow was acquired by the Company on July 31, 1998. He
continues to serve in that capacity. He became an director in July 1998.
BOARD COMMITTEES
The Board of Directors has established an Audit Committee and a
Compensation Committee. The Audit Committee, consisting of Thomas Sherman and
Michael Buono, reviews the adequacy of internal controls and results and scope
of the audit and other services provided by the Company's independent auditors.
The Compensation Committee, consisting of Charles Kluck and Thomas Sherman ,
establishes and recommends salaries, incentives and other forms of compensation
for officers and other key employees.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid to the
Company's chief executive officer for the last three completed fiscal years.
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Other Annual
Principal\Position Year Salary Bonus Compensation
------------------ ---- ------ ----- ------------
Nelson A. Locke 1999 $62,750 -0- $ 0.00
President 1998 $70,000 -0- 5,000
1997 $50,000 -0- -0-
DIRECTOR COMPENSATION
No fees are paid for director services. At the Board's discretion,
stock options or grants may be awarded for actual services performed.
EXECUTIVE EMPLOYMENT AGREEMENTS
In July 1998 the Company entered into a five (5) year employment
agreement with Nelson A. Locke. Mr. Locke is employed as President and Chairman
at an annual salary of $70,000 and such additional compensation as he
determines. The agreement provides certain health, life and disability
insurance, and autos to Mr. Locke. The Agreement provides for the establishment
of an Executive Performance Bonus Pool described below. The agreement provides
that in any calendar year when the Company's stock price increases by at least
20%, that he shall be eligible for stock options equal to 5% of his total common
stock holdings at the end of the calendar year which may be exercised at $1.00
per share and may be paid for by interest-free promissory note. There were no
options granted during 1999 and Mr. Locke waived these options for 1998 as this
event would have been harmful to future business and investor prospects.
In October 1999 the Board of Directors approved a change in Mr. Locke's
annual base salary to $200,000. His health, life, option plan, disability
insurance and auto allowances remain the same. However, Mr. Locke voluntarily
deferred the increase of the base salary until further notice, in the interest
of the company's cash flows. This deferral has continued year to date 2000.
In January 1998 the Company entered into a five (5) year employment
agreement with Cheryl D. Locke. Mrs. Locke is employed as Executive Vice
President, Secretary and Director at an annual salary of $50,000. The agreement
provides certain health, life and disability insurance, an auto to Mrs. Locke,
special performance bonus of up to $25,000 to be paid at the discretion of the
President. She is entitled to commission on loan origination's for which she was
submitting loan officer. The agreement provides that in any calendar year when
the Company's loan origination's increase by at least 20%, that she shall be
eligible for stock options equal to 5% of her total common stock holdings at the
end of the calendar year which may be exercised at $1.00 per share and may be
paid for by interest-free promissory note. There were no options granted during
1999 and Mrs. Locke waived these options for 1998 as this event would have been
harmful to future business and investor prospects. Mrs. Locke has also deferred
most of her salary for 2000 year to date.
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In July 1998 the Company's subsidiary, Dow Guaranty Corp., entered into
an employment agreement with Charles M. Kluck for a term of five years, under
which Mr. Kluck will be paid an annual salary of $110,000.
In July 1998 the Company's subsidiary, Dow Guarantee Corp., entered
into an employment agreement with Linda C. Kluck, Charles Kluck's sister, for a
term of five years, under which Ms. Kluck will be paid an annual salary of
$70,000. Ms. Kluck is the full time production manager for the subsidiary.
EXECUTIVE PERFORMANCE BONUS POOL
The Company's employment agreement with its President, Nelson A. Locke,
provides that ten percent (10%) of the Company's pre-tax net income for 1998
through 2002 in excess of the pre-tax net income for December 31, 1997 shall be
contributed to an annual bonus pool for the benefit of the President and other
key employees of the Company. The allocation of any bonus among the President
and other key employees is made by the Compensation Committee.
No bonus was allocated for 1999 and/or 1998.
STOCK OPTION PLANS
INCENTIVE STOCK OPTION PLAN
The Company's Board of Directors and Shareholders have adopted two
stock option plans. Pursuant to the Incentive Stock Option Plan (the "ISO
Plan"), options to acquire a maximum of 2,000,000 shares, but not more than
eight percent (8%) of the total authorized shares of the Company, may be granted
to directors, officers, employees, consultants and other independent contractors
and persons who performed services relating to the Company, including wholly or
partially owned subsidiaries.
The Plan is administered by a Stock Option Committee consisting of two
or more non-employee directors or in the absence of such a committee, the Board
of Directors.
Pursuant to the ISO Plan, the Company may grant Incentive Stock Options
as defined in Section 422(b) of the Internal Revenue Code of 1986 and
non-qualified stock options not intended to qualify under such section. The
price at which the Company's common stock may be purchased upon exercise of
Incentive Stock Options granted under the Plan will be required to at least
equal to the fair market value of the common stock on the date of grant.
Non-qualified stock options may be at any price designated by the Committee on
the date of grant. Options granted under the Plan may have maximum terms of not
more than ten (10) years and are not transferable except by will or the laws of
descent and distribution. No Incentive Stock Options under the Plan may be
granted to an individual owning more than ten percent (10%) of the total
combined voting power of all classes of stock issued by the Company unless the
purchase price of the common stock under such option is at least one hundred ten
percent (110%) of the Fair Market Value of the shares issuable on exercise of
the option at the date of grant and such option is not exercisable more than
five (5) years from the date of grant.
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Generally, options granted under the Plan terminate upon the grantee's
employment or affiliation with the Company, but the Committee may authorize an
expiration date of up to ninety (90) days following such termination. If
termination was due to death or disability, the options expire one (1) year
after such termination or the termination date set forth in the option,
whichever is earlier. If termination is due to retirement the option expires
ninety (90) days after termination or the termination date set forth in the
option, whichever is earlier.
If a Change of Control takes place, the Board may vote to immediately
terminate all outstanding options or may vote to accelerate the expiration of
options to the tenth day after the effective date of the Change of Control. If
the Board votes to immediately terminate the options, it shall make a cash
payment to the grantees equal to the difference between the exercise price and
the Fair Market Value of the shares that would have been subject to the
terminated option on the date of the Change of Control. A Change of Control of
the Company is generally deemed to occur when any person becomes the beneficial
owner of or acquires voting control with respect to forty percent (40%) or more
of the total voting shares of the Company, the Company is merged into any other
company, or substantially all of its assets are acquired by another company, or
three or more directors nominated by the Board to serve as a director, each
having agreed to serve in such capacity, failed to be elected in a contested
election of directors.
Incentive Stock Options granted under the Plan are subject to the
restriction of the aggregate Fair Market Value as of the date of grant of
options which first become exercisable in any calendar year cannot exceed
$100,000.
The Plan provides for appropriate adjustments in the number and type of
shares covered by the Plan and options granted thereunder in the event of any
reorganization, merger, recapitalization or certain other transactions involving
the Company.
Until the closing of an underwritten public offering by the Company,
pursuant to a registration statement filed and declared effective under the
Securities Act of 1933 covering the offer and sale of the Company's common stock
for the account of the Company, the Company has the right of first refusal to
acquire any shares which were acquired pursuant to the exercise of options under
the Plan at the Fair Market Value on the date of the shareholder's notice to the
Company and the Company shall have the right to repurchase any option shares
following holder's termination of service or affiliation with the Company for
any reason at the original exercise price of the option.
OTHER SPECIAL OPTION PLAN IN EFFECT
On 4-12-00 the Board of Directors granted options pursuant to two
special option plans which have been designated Form A & B. Form A was developed
as an anti-dilution full ratchet option plan to protect the Company in the event
of any takeover attempt. Format B was developed
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to recognize certain shareholders who had supported the Company with cash and/or
significant personal efforts during the past twenty four months.
All shares issued pursuant to these two formats will be restricted
shares under Rule 144.In general Rule 144 provides volume limitations that state
that a person or persons whose shares are aggregated may not sell within any of
three month period a number of shares which exceeds the greater of 1% of the
then outstanding shares of the Company's Common Stock or the average weekly
trading value during the four calendar weeks prior to such sale.
The shares issued under this option agreement will be deemed
"restricted shares" under the Act, and the public sale thereof even after the
expiration of the lock up period absent registration of such securities under
the Act may only be made in compliance with rule 144 promulgated under the act.
The shares will bear an appropriate restrictive legend reflecting the foregoing.
The basic option agreements were developed by AMSE Counsel Akerman
Senterfield. Format "A" is to be used in relation to any options exercised by
Directors and Officers and Format "B" relates to all of the other optionees. All
options were granted at 50 CENTS PER OPTION which was the closing price of the
stock as of April 18, 2000.
The following consists of the number of the options that became
available as a result of the action taken by the Board on 4-12-00.
Name # of Options Granted Format
---- -------------------- ------
Locke, Cheryl and Nelson 350,000 A
Shelley, Michael 75,000 A
Sherman, Thomas 75,000 A
Kluck, Charles 75,000 A
Kluck, Linda 75,000 A
Buono, Michael 50,000 A
Anderson, De 25,000 A
Hetzel, Lori 15,000 A
Girard, Dean 10,000 A
-------
700,000- Format A
Brickell Equity Group 200,000 B
Palmun Associates 150,000 B
Rosen Kenneth 25,000 B
Kahn, Mark 20,000 B
Kahn, A 10,000 B
Hoffberger, Robert 20,000 B
Aurelia Partners 20,000 B
Schnelder Trust 20,000 B
Biondo, Jane 10,000 B
Donahue, Edwin 15,000 B
-------
500,000- Format B
All options, regardless of format, will convert into restricted shares under
Rule 144. In
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addition, by accepting these options, the optionees agree to grant voting rights
on the underlying shares to Mr. Nelson A. Locke. This assignment of voting
rights expires upon arm's length sale of the underlying shares into the market.
NON-QUALIFIED STOCK OPTION PLAN
Pursuant to the Non-Qualified Stock Option Plan (the "Non-ISO Plan"),
options to acquire a maximum of 500,000 shares, but not more than two percent
(2%) of the total authorized shares of the Company may be granted to any person
who performed services for the Company and its subsidiaries.
Non-qualified stock options may be at any price designated by the
Committee on the date of grant. Options granted under the Plan may have maximum
terms of not more than ten (10) years and are not transferable except by will or
the laws of descent in distribution.
Generally, options granted under the Plan terminate thirty (30) days
after termination of the grantee's employment or affiliation with the Company.
If termination was due to death or disability, the options expire one (1) year
after such termination or the termination date set forth in the option,
whichever is earlier.
Any conditions or restrictions on exercise lapse on a Change of Control
unless otherwise set forth in the Option Agreement.
The Plan is administered by a Stock Option Committee consisting of two
or more non-employee directors or in the absence of such a committee, the Board
of Directors.
The Plan provides for appropriate adjustments in the number and type of
shares covered by the Plan and options granted thereunder in the event of any
reorganization, merger, recapitalization or certain other transactions involving
the Company.
Until the closing of an underwritten public offering by the Company,
pursuant to a registration, filed and declared effective under the Securities
Act of 1933 covering the offer and sale of the Company's common stock for the
account of the Company, the Company has the right of first refusal to acquire
any shares which were acquired pursuant to the exercise of options under the
Plan. At the Fair Market Value on the date of the shareholder's notice to the
Company and the Company shall have the right to repurchase any option shares
following holder's termination of service or affiliation with the Company for
any reason at the original exercise price of the option.
NON-PLAN STOCK INCENTIVES
In 1999 and 1998, the Company issued 151,300 and 74,400 shares
respectively of its Common Stock to employees as incentive compensation. These
shares vest at three years. There is no prorated vesting schedule. These shares
have been valued at $1 per share and the Company recognized amortization
expenses of $46,486 in 1999 and $7,333 in 1998 per this vesting schedule.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company owes the president, Nelson Locke $ 227,332.06 in the
deferred salary and benefits, and other money that the President loaned to the
Company during the course of the last twelve months.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING FINANCIAL
STATEMENTS, WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1999. A COPY OF THE ANNUAL REPORT ON FORM 10-KSB WILL BE
PROVIDED WITHOUT CHARGE, AT THE WRITTEN REQUEST OF ANY BENEFICIAL OWNER OF
SHARES ENTITLED TO CONSENT TO THE PROPOSAL HEREIN. REQUEST SHOULD BE MAILED TO
THE SECRETARY.
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APPENDIX A
AMERICA'S SENIOR FINANCIAL SERVICES, INC. CONSENT
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERICA'S SENIOR FINANCIAL SERVICES, INC. ("AMSE"). The Board of Directors of
AMSE RECOMMENDS CONSENT on the proposal.
Stockholders are urged to mark, sign, date and mail promptly this Consent
Card in the envelope provided. Consents must be received at the address of the
Company by 5:00 p.m., Eastern time, on or before November 30, 2000, unless the
deadline is extended without further notice. If not otherwise terminated, the
Consent Solicitation Period terminates 60 days after the earliest-dated Consent.
THIS CONSENT CARD IS INTENDED TO OBTAIN CONSENT AND THIS CARD SHALL BE
DEEMED TO APPROVE THE PROPOSAL IF NOT INDICATED TO THE CONTRARY.
PLEASE USE THE SELF ADDRESSED ENVELOPE ENCLOSED.
Please return this Consent Card promptly.
PLEASE SIGN, DATE AND INDICATE APPROVAL BELOW.
PROPOSAL NO. 1: TO REMOVE MICHAEL SHELLEY AS A DIRECTOR OF AMERICA'S SENIOR
FINANCIAL SERVICES, INC.
[ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN
Sign exactly as addressed to you. Joint owners should each sign. If signing as
executor, administrator, attorney, trustee, or guardian, give title as such. If
a corporation, sign in full corporate name by authorized officer. If a
partnership, sign in the name of authorized person. PLEASE DO NOT FORGET TO SIGN
AND DATE THIS CONSENT CARD. THIS CONSENT CARD WILL COUNTED AS YOU INDICATE
ABOVE. IN THE ABSENCE OF SUCH INDICATION, IT WILL BE DEEMED TO INDICATE CONSENT
TO APPROVE" PROPOSAL NO. 1.
SIGNATURE(S):
----------------------------------
Signature
----------------------------------
Signature (if held jointly)
Title or authority (if applicable)
Date: ,2000
THIS WRITTEN CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMSE.
MANAGEMENT AND THE BOARD OF DIRECTORS RECOMMEND A CONSENT TO "APPROVE" PROPOSAL
NO. 1.
