<PAGE>
SCHEDULE 14A INFORMATION
(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:
[ ] 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 Section 240.14a-11(c) or Section
240.14a-12
FOREVER ENTERPRISES, INC.
(F/K/A LINCOLN HERITAGE CORPORATION)
(Name of Registrant as Specified in its Charter)
Not Applicable
(Name of Person 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)(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 (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>
<PAGE>
August 11, 2000
Dear Shareholder:
I cordially invite you to attend a special meeting of the
shareholders of Forever Enterprises, Inc., a Texas corporation, to be
held at 10:00 a.m. Central Time on Thursday, August 31, 2000, at the
law offices of Wittner, Poger, Spewak, Maylack and Spooner, P.C., 7700
Bonhomme Avenue, Suite 400, St. Louis, Missouri 63105. The Notice of
Special Meeting of Shareholders, Proxy Statement and proxy that
accompany this letter outline fully matters on which action is expected
to be taken at the special meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. If you
attend the special meeting, you may withdraw your proxy and vote in
person if you wish. Your vote is important regardless of the number of
shares you own.
Sincerely,
----------------------------------------
Brent D. Cassity
Chief Executive Officer
<PAGE>
<PAGE>
FOREVER ENTERPRISES, INC.
10 SOUTH BRENTWOOD
ST. LOUIS, MISSOURI 63105
(314) 726-3371
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, AUGUST 31, 2000
To Our Shareholders:
We are contacting you to notify you that a special meeting of
shareholders of Forever Enterprises, Inc., a Texas corporation, will be
held at 10:00 a.m. Central Time on Thursday, August 31, 2000, at
the law offices of Wittner, Poger, Spewak, Maylack and Spooner, P.C.,
7700 Bonhomme Avenue, Suite 400, St. Louis, Missouri 63105 for the
following purposes:
1. To adopt a proposal to amend our Amended and Restated
Articles of Incorporation to increase the number of
authorized shares of our common stock to 30,000,000; and
2. To transact any other business that is properly brought
before the special meeting or any adjournment or
postponement of the special meeting.
Your board of directors has fixed the close of business on July
31, 2000 as the record date to determine the shareholders who are
entitled to notice of, and to vote at, the special meeting. Please read
carefully the accompanying proxy statement. The proxy statement
describes the amendment to our Amended and Restated Articles of
Incorporation. The proxy statement and its annex are deemed
incorporated by reference in and form a part of this Notice.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON,
PLEASE PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. YOU MAY REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE
PROXY STATEMENT AT ANY TIME BEFORE THE PROXY HAS BEEN VOTED AT THE
SPECIAL MEETING. IF YOU SIGN AND SEND IN YOUR PROXY CARD AND DO NOT
INDICATE HOW YOU WANT TO VOTE, YOUR PROXY WILL BE COUNTED AS A VOTE
"FOR" THE MATTERS CONSIDERED AT THE SPECIAL MEETING.
By Order of the Board of Directors,
Howard A. Wittner
August 11, 2000 Secretary
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<PAGE>
FOREVER ENTERPRISES, INC.
10 SOUTH BRENTWOOD
ST. LOUIS, MISSOURI 63105
(314) 726-3371
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD ON THURSDAY, AUGUST 31, 2000
APPROXIMATE DATE OF MAILING: AUGUST 11, 2000
GENERAL
This proxy statement is furnished in connection with the
solicitation of proxies by the board of directors of Forever
Enterprises, Inc., a Texas corporation, for use at the special meeting
of shareholders to be held on Thursday, August 31, 2000 at 10:00 a.m.,
local time, at the law offices of Wittner, Poger, Spewak, Maylack and
Spooner, 7700 Bonhomme Avenue, Suite 400, St. Louis, Missouri 63105 and
any adjournment or postponement thereof, for the purposes set forth in
the accompanying notice of special meeting of shareholders.
All proxies will be voted in accordance with the instructions
contained in the proxy. If no choice is specified, proxies will be
voted in favor of the amendment to our Amended and Restated Articles of
Incorporation as proposed by our board of directors. A shareholder who
executes a proxy may revoke it at any time before it is exercised by
delivering to us another proxy bearing a later date, by submitting
written notice of such revocation to our corporate secretary or by
personally appearing at the special meeting and casting a contrary vote.
This proxy statement, the notice of special meeting and the
accompanying proxy were first mailed to the holders of our common stock
on or about August 11, 2000. We will bear the entire expense of
soliciting proxies. Proxies will be solicited by mail initially. Our
directors, executive officers and employees also may solicit proxies
personally or by telephone or other means, but such persons will not be
specially compensated for such services. Certain holders of record,
such as brokers, custodians and nominees, may be requested to distribute
proxy materials to beneficial owners and will be reimbursed by us for
their reasonable expenses incurred in sending proxy materials to
beneficial owners.
PROPOSAL I: AMENDMENT TO OUR AMENDED AND RESTATED
ARTICLES OF INCORPORATION TO INCREASE OUR AUTHORIZED
NUMBER OF COMMON STOCK TO 30,000,000
On July 7, 2000, our board of directors adopted resolutions
amending, subject to shareholder approval at the special meeting,
Article IV of our Amended and Restated Articles of Incorporation to
increase our authorized number of shares of common stock from 10,000,000
shares to 30,000,000 shares. A copy of the amendment is attached to
this proxy statement as Annex A.
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- 1 -
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<PAGE>
BACKGROUND OF THE AMENDMENT; REASONS FOR THE AMENDMENT
Your board of directors believes it is desirable to have the
additional authorized shares of common stock available for possible
future acquisitions, financing transactions and other general corporate
purposes. Although we currently do not have any plans to issue any
additional shares of our capital stock, we expect that, in particular,
we will have future opportunities to acquire cemetary properties at
favorable valuations. Upon approval of the proposed amendment to our
Amended and Restated Articles of Incorporation by the requisite vote of
our shareholders at the special meeting, such amendment will become
effective when the Certificate of Amendment to our Amended and Restated
Articles of Incorporation is filed with the Secretary of State of the
State of Texas.
As of July 31, 2000, (i) 6,933,359 shares of our common stock
were issued and outstanding, (ii) 1,200,000 shares of our common stock
were reserved for issuance pursuant to our stock incentive plan
(which number is inclusive of 1,186,263 options that were outstanding
pursuant to such plan as of July 31, 2000), and (iii) 1,866,641 shares
of our common stock were authorized, unissued and unreserved.
If the number of authorized shares is not increased as proposed,
as of July 31, 2000, we could only issue, in the aggregate, the 1,866,641
shares of our common stock currently remaining available for issuance,
but unreserved. The calling of a meeting of our shareholders would be
required to authorize the issuance of any additional shares of our common
stock. Such a procedure is cumbersome, and the delay inherent therewith
could restrict us from taking prompt advantage of acquisition opportunities
or favorable market conditions.
The board believes, therefore, that it is desirable to increase
the number of authorized shares of our common stock to 30,000,000 so
that we will not be restricted in ability to make acquisitions or other
transactions by means of the issuance of common stock or to take
advantage of favorable opportunities.
It should be noted that any issuance of additional shares of our
common stock could be disadvantageous to existing shareholders because
such issuance might serve to dilute their percentage interest in the
company. Holders of our common stock do not have preemptive rights to
purchase any additional shares of our common stock that may be issued.
We would not be required to obtain shareholder approval to issue
authorized but unissued shares of our common stock, unless required to
do so by applicable law or the rules of any stock exchange on which our
shares may be listed.
The authorized but unissued shares of our common stock also could
be used by incumbent management to make more difficult, and thereby
discourage, an attempt to acquire control of Forever Enterprise. For
example, the shares could be privately placed with purchasers who might
support the board of directors in opposing a hostile takeover bid. The
issuance of the new shares also could be used to dilute the stock
ownership and voting power of a third party seeking to remove directors,
replace incumbent directors, accomplish certain business combinations or
alter, amend or repeal provisions of our Amended and Restated Articles
of Incorporation. To the extent that it impedes any such attempts, the
issuance of shares following the amendment may serve to perpetuate
existing management.
The additional authorized shares of our common stock would have
the same rights and privileges as the shares of our common stock
presently authorized and/or outstanding. The amendment does not alter
our present ability to issue up to 1,000,000 shares of preferred stock
with $0.01 par value per share in such series and with such special
rights (including voting rights), preferences, restrictions,
qualifications and limitations as our board of directors may designate.
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<PAGE>
REQUIRED VOTE
Pursuant to Section 4.02 of the Texas Business Corporation Act,
approval of the amendment to our Amended and Restated Articles of
Incorporation requires the affirmative vote of the holders of at least
two-thirds of the shares of our common stock outstanding as of July 31,
2000, present in person or by proxy at a shareholder meeting duly called
and held.
RECOMMENDATION OF THE BOARD
OUR BOARD OF DIRECTORS UNANIMOUSLY BELIEVES THE AMENDMENT TO OUR
AMENDED AND RESTATED ARTICLES OF INCORPORATION IS IN THE BEST INTERESTS
OF FOREVER ENTERPRISES AND OUR SHAREHOLDERS AND, ACCORDINGLY, UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" APPROVAL AND ADOPTION OF THE AMENDMENT.
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<PAGE>
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on July 31,
2000 are entitled to notice of, and to vote at, the special meeting. On
such date, there were 6,933,359 shares of our common stock outstanding.
Each share of common stock is entitled to one vote on each matter to be
voted upon at the special meeting.
The following table sets forth certain information regarding the
beneficial ownership, as of July 31, 2000, of our outstanding common
stock by: (a) each person known by us to be a beneficial owner of more
than 5% of our outstanding shares of common stock; (b) each of our
directors; (c) the executive officers of our company; and (d) all
directors and executive officers of the company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED<F1> OWNED
------------------- ---------------------- -------
<S> <C> <C>
Howard A. Wittner<F2>
7700 Bonhomme, Suite 400
Clayton, Missouri 63105 6,501,000 92.4%
Brent D. Cassity<F2><F5>
10 S. Brentwood, Suite 340
Clayton, Missouri 63105 5,937<F3> <F4>
J. Tyler Cassity<F5> 5,937<F3> <F4>
Randall K. Sutton 18,000<F6> <F4>
Paul J. Gallant 200 <F4>
Oliver C. Boileau, Jr. -- --
All executive officers and directors
(6 persons) 6,517,874 92.5%
<FN>
-------------
<F1> Except as otherwise indicated, each individual has sole voting and
investment power over the shares listed beside his name. The
percentage calculations for beneficial ownership are based upon
6,933,359 shares of common stock that were issued and outstanding
as of July 31, 2000, plus, with respect to each individual and all
directors and executive officers as a group, the number of shares
subject to options that are exercisable currently or within 60
days of July 31, 2000.
<F2> Of such shares: 6,400,000 are held of record by National Heritage
Enterprises, Inc., which is wholly owned by the RBT Trust II,
dated September 28, 1990, of which Mr. Wittner is the trustee and
has sole voting and investment power; 1,000 shares reported are
held by the H&A Partnership, of which Mr. Wittner is a partner;
and 100,000 shares are subject to options exercisable currently or
within 60 days after July 31, 2000. Mr. Wittner disclaims
beneficial ownership of the 500 shares ascribed to his partner.
Brent D. Cassity currently serves as president of National
Heritage.
<F3> Presents shares subject to options exercisable currently or
within 60 days after July 31, 2000.
<F4> Less than one percent.
<F5> Mr. Cassity is a one-third beneficiary of the RBT Trust II.
Mr. Cassity does not have voting or investment power with respect
to such shares.
<F6> Includes 5,000 shares subject to options exercisable currently or
within 60 days after July 31, 2000.
</TABLE>
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<PAGE>
<PAGE>
PROPOSALS OF SHAREHOLDERS
Under applicable regulations of the Securities and Exchange
Commission, all proposals you may want to be considered for inclusion in
the proxy statement for our 2001 annual meeting of shareholders must
have been received at our executive offices, c/o corporate secretary, 10
S. Brentwood, Suite 340, Clayton, Missouri 63105, by no later than
December 19, 2000. Our by-laws provide that shareholder proposals,
including nominations of directors, that do not appear in the proxy
statement may be considered at a meeting of shareholders only if written
notice of the proposal is received by our corporate secretary not less
than 60 days and not more than 90 days prior to the anniversary of the
preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, notice by the shareholder must
be delivered not earlier than the 10th day prior to such annual meeting
and not later than the 60th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such
meeting is first made by the company.
Any written notice of a shareholder proposal must include the
following information: (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the shareholder giving
the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made, (i) the name and address of such
shareholder, as they appear on our corporate books, and of such
beneficial owner, and (ii) the class and number of shares of our stock
that are owned beneficially and of record by such shareholder and such
beneficial owner.
DISCRETIONARY VOTING
At the special meeting, the individuals named in the proxy
relating to such meeting will exercise discretionary authority to vote
on any matter brought before the meeting with respect to which we were
provided notice after July 31, 2000.
OTHER MATTERS
As of the date of this proxy statement, our board of directors
does not intend to present, nor has it been informed that other persons
intend to present, any matters for action at the annual meeting, other
than those specifically referred to herein. If, however, any other
matters should properly come before the annual meeting, it is the
intention of the persons named on the proxy to vote the shares
represented thereby in accordance with their judgment as to the best
interest of our company on such matters.
By Order of the Board of Directors,
Howard A. Wittner
Secretary
August 11, 2000
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<PAGE>
<PAGE>
ANNEX A
-------
ARTICLES OF AMENDMENT
OF THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
FOREVER ENTERPRISES, INC.
--------------
PURSUANT TO SECTION 4.04 OF
THE TEXAS BUSINESS CORPORATION ACT
Pursuant to the provisions of the Texas Business Corporation Act,
the undersigned corporation hereby amends its Articles of Incorporation,
and for that purpose, submits the following statement:
(1) The name of the corporation is: Forever Enterprises, Inc.
(2) Article IV, Section 4.1(1) of the Articles of Incorporation
is hereby amended so as to read as follows: "Thirty Million
(30,000,000) shares of Common Stock having a par value of One Cent
($0.01) per share ("Common Stock"); and"
(3) The date of adoption of the amendment is: August 31, 2000.
(4) a) The amendment was approved by shareholders and the
number of shares outstanding and the number of shares entitled to vote
are as follows:
Class Number Outstanding Number Entitled To Vote
----- ------------------ -----------------------
Common 6,933,359 6,933,359
b) The number of shares that voted for and against the
amendment are as follows:
Class Number Voted For Number Voted Against
----- ---------------- --------------------
Common
-------- ----------
Date
-------------------------
FOREVER ENTERPRISES, INC.
By:
-------------------------
Brent D. Cassity,
Chief Executive Officer
A-1
<PAGE>
<PAGE>
FOREVER ENTERPRISES, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
AUGUST 31, 2000
The undersigned hereby appoints Brent D. Cassity and Howard A.
Wittner, and each of them, with or without the other, proxies, with full
power of substitution to vote, as designated below, all shares of common
stock, $0.01 par value, of Forever Enterprises, Inc. (the "Company")
that the undersigned signatory hereof is entitled to vote at the Special
Meeting of Shareholders of the Company to be held at the law offices of
Wittner, Poger, Spewak, Maylack and Spooner, P.C., 7700 Bonhomme Avenue,
Suite 400, St. Louis, Missouri 63105, on Thursday, August 31, 2000,
at 10:00 a.m., and all adjournments or postponements thereof, all in
accordance with and as more fully described in the Notice and
accompanying Proxy Statement for such meeting, receipt of which is
hereby acknowledged.
1. A proposal to approve an amendment to the Amended and Restated
Articles of Incorporation of the Company to increase the number of
authorized shares of common stock of the Company to 30,000,000.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting and any
adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THE
PROXY WILL BE VOTED "FOR" THE MATTER LISTED IN PROPOSAL 1.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE MATTER SET FORTH IN
PROPOSAL NO. 1 ABOVE.
DATED: , 2000
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Signature
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Signature, if held jointly
Please sign exactly as name appears
on this Proxy Card. When shares are
held by joint tenants, both should
sign. When signing as attorney-in-
fact, executor, administrator,
personal representative, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
