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
[ ] 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 Rule 14a-11(c) or Rule 14a-12
Atlantic Industries, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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:
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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):
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4) Proposed maximum aggregate value of transaction:
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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:
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2) Form, Schedule or Registration No.
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3) Filing party:
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4) Date filed:
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<PAGE>
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend a
Special Meeting of Shareholders of Atlantic Industries, Inc. (formerly Little
Prince Productions, Ltd.) to be held at 38 South Audley Street, Mayfair, London
England W1Y 5DH on Wednesday, February 12, 1997 at 9:30 a.m. local time.
The Notice of Special Meeting of Shareholders and the Proxy Statement
that follow describe the business to be conducted at the meeting. We will also
report on matters of current interest to our shareholders.
Whether you own a few or many shares of stock, it is important that
your shares be represented. If you cannot personally attend the meeting, we
encourage you to make certain you are represented at the meeting by signing and
dating the accompanying proxy card and promptly returning it in the enclosed
envelope. Returning your proxy card will not prevent you from voting in person,
but will assure that your vote will be counted if you are unable to attend the
meeting.
Sincerely,
January 24, 1997 /s/ Adrian P. Kirby
----------------------------------------------
Adrian P. Kirby, Chairman, President and Chief
Executive Officer
<PAGE>
ATLANTIC INDUSTRIES, INC.
38 South Audley Street
Mayfair, London England W1Y 5DH
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 12, 1997
To the Shareholders of Atlantic Industries, Inc.
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of Atlantic Industries, Inc. (the "Company"), formerly Little Prince
Productions, Ltd., will be held at 38 South Audley Street, Mayfair, London
England W1Y 5DH on Wednesday, February 12, 1997 at 9:30 a.m. local time, for the
following purpose:
To consider a proposal to amend the Company's Articles of
Incorporation to effect a reverse stock split of up to
twenty-for-one of the outstanding shares of the Company's
common stock with the authorized number of shares of common
stock remaining at 40,000,000 shares.
All holders of record of shares of the Company's $.01 par value common
stock at the close of business on Wednesday, January 22, 1997 are entitled to
notice of and to vote at the Meeting or at any postponements or adjournments
thereof.
You are cordially invited and urged to attend the Meeting. All
shareholders, whether or not they expect to attend the Meeting in person, are
requested to complete, date and sign the enclosed form of proxy (the "Proxy")
and return it promptly in the postage paid, return- addressed envelope provided
for that purpose. By returning your Proxy promptly you can help the Company
avoid the expense of follow-up mailings to ensure a quorum so that the Meeting
can be held. Shareholders who attend the Meeting may revoke a prior Proxy and
vote in person as set forth in the Proxy Statement.
THE ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
OF THE COMPANY. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" THE PROPOSAL. YOUR VOTE IS IMPORTANT.
By Order of the Board of Directors
/s/ Adrian P. Kirby
----------------------------------------------
Adrian P. Kirby, Chairman, President and Chief
Executive Officer
Dated: January 24, 1997
<PAGE>
ATLANTIC INDUSTRIES, INC.
38 South Audley Street
Mayfair, London
England W1Y 5DH
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To be held February 12, 1997
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GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors (the "Board") of Atlantic Industries, Inc. (the
"Company"), formerly Little Prince Productions, Ltd., of proxies to be voted at
a Special Meeting of Shareholders of the Company to be held at 38 South Audley
Street, Mayfair, London England W1Y 5DH on Wednesday, February 12, 1997 at 9:30
a.m. local time, and at any and all postponements or adjournments thereof
(collectively referred to herein as the "Meeting"). This Proxy Statement, the
accompanying form of proxy (the "Proxy") and the Notice of Special Meeting will
be first mailed or given to the Company's shareholders on or about January 24,
1997.
Because many of the Company's shareholders may be unable to attend the
Meeting in person, the Board solicits proxies by mail to give each shareholder
an opportunity to vote on all matters presented at the Meeting. Shareholders are
urged to: (i) read this Proxy Statement carefully; (ii) specify their choice on
the proposal by marking the appropriate box on the enclosed Proxy card; and
(iii) sign, date and return the Proxy by mail in the postage-paid, return
addressed envelope provided for that purpose.
All shares of the Company's $.01 par value common stock (the "Common
Stock" or the "Shares"), represented by properly executed and valid Proxies
received in time for the Meeting will be voted at the Meeting in accordance with
the instructions marked thereon or otherwise as provided therein, unless such
Proxies have previously been revoked. Unless instructions to the contrary are
marked, or if no instructions are specified, Shares represented by the Proxies
will be voted for the Proposal (as defined below) set forth on the Proxy. Any
Proxy may be revoked at any time prior to the exercise thereof by submitting
another Proxy bearing a later date or by giving written notice of revocation to
the Company at the Company's address indicated above or by voting in person at
the Meeting. Any notice of revocation sent to the Company must include the
shareholder's name and must be received prior to the Meeting to be effective.
<PAGE>
VOTING
General
Only persons holding Shares of record at the close of business on
Wednesday, January 22, 1997 (the "Record Date") will be entitled to receive
notice of and to vote at the Meeting. On the Record Date there were 3,859,923
Shares outstanding, each of which will be entitled to one vote on each matter
properly submitted for vote to the Company's shareholders at the Meeting. The
presence, in person or by proxy, of holders of a majority of Shares entitled to
vote at the Meeting constitutes a quorum for the transaction of business at the
Meeting.
Those Shares present, in person or by proxy, including Shares as to
which authority to vote on the Proposal is withheld, Shares abstaining as to the
Proposal, and broker non-votes (where a broker submits a proxy but does not have
authority to vote a customer's shares on one or more matters) on the Proposal,
will be considered present at the Meeting for purposes of establishing a quorum.
Each will be tabulated separately.
Abstentions will be counted in tabulations of the votes cast on the
Proposal, whereas broker non-votes will not be counted for purposes of
determining whether the Proposal has been approved. Accordingly, an abstention
on the Proposal will have the same legal effect as a vote against the Proposal,
while broker non-votes will have no effect.
Votes cast by Proxy will be tabulated by Peter N. Chapman, Treasurer
and Secretary of the Company. Votes cast by Proxy or in person at the Meeting
will be counted by persons appointed by the Company to act as election
inspectors for the Meeting.
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<PAGE>
PROPOSAL
APPROVAL OF AN AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION TO EFFECT
A REVERSE STOCK SPLIT
Background
A Special Meeting of Shareholders was held on February 29, 1996 (the
"Special Meeting"), at which the Company's shareholders by an affirmative vote
of approximately 76% of the total Shares then outstanding adopted the following
proposals, among others: (i) a change in the Company's state of incorporation
from New York to Colorado by means of a merger (the "Merger") of Little Prince
Productions, Ltd. into the Company; and (ii) approved the terms of the merger
agreement which provided for, among other things, a ten-for-one reverse stock
split and an increase in the number of authorized Shares of the Company to
50,000,000.
On December 6, 1996, the Merger became effective. By operation of law,
on December 6, 1996 all assets, property, rights, liabilities and obligations of
Little Prince Productions, Ltd. were transferred to and assumed by the Company.
The principal effect of the Merger was to (i) change the law applicable to the
Company's corporate affairs from the New York Business Corporation Law to the
Colorado Business Corporation Act, (ii) reduce the number of Shares issued and
outstanding from 24,999,236 to 2,499,923, and (iii) increase the number of
Shares authorized for issuance.
The Company is currently authorized to issue 50,000,000 shares of
capital stock ("Capital Stock"). Of the Capital Stock reserved for issuance,
40,000,000 shares are reserved for issuance as Common Stock, of which 3,859,923
were outstanding on the Record Date (See "Change in Control"), and 10,000,000
shares are reserved for issuance as preferred stock ("Preferred Stock"), of
which no shares were outstanding on the Record Date.
General
The Board has adopted a resolution approving the submittal to a
shareholder vote of an amendment to the Company's Articles of Incorporation (the
"Articles") to effect a reverse stock split (the "Reverse Stock Split") of up to
twenty-for-one of the presently issued and outstanding Shares (the "Proposal").
The Reverse Stock Split will not alter the number of Shares authorized for
issuance which will remain at 40,000,000 Shares. The form of the proposed
amendment (assuming a twenty-for-one split is effected) is attached as Exhibit
A.
If approved by the shareholders, the Proposal would allow the amendment
to be abandoned or the split to be reduced to something less than twenty-for-one
by action of the Board at any time after the Meeting and prior to the Effective
Date (as defined below) if the Board determines in its sole discretion that the
proposed amendment and the Reverse Stock Split would not be in the best
interests of the Company or that a different ratio (but not greater than
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<PAGE>
twenty-for-one) would be in the best interest of the Company. The Board's
authority to implement the Reverse Stock Split would terminate no later than
February 12, 1998.
Purpose and Effects of Reverse Stock Split
The Board believes that it would be in the best interests of the
Company and its shareholders to effect the Reverse Stock Split. The Board also
believes it would be in the best interests of the Company and its shareholders
to seek to position the Company for eventual listing on the National Association
of Securities Dealers ("NASDAQ") SmallCap Market (the "SmallCap Market") in
order to obtain a liquid market for its Common Stock and enable the Company to
finance its operations through the sale of its Capital Stock in the future. The
principal purpose of the Reverse Stock Split is to enhance the Company's ability
to (i) acquire suitable income producing assets, and (ii) have the Shares listed
on the SmallCap Market.
The Shares can currently be traded on the OTC Bulletin Board which is
an electronic quotation service which attempts to match buyers and sellers of
eligible OTC securities. The Company has been advised that no dealer has
submitted bid prices for the Common Stock since April 1, 1994. Accordingly, the
Company currently does not qualify for admission to the SmallCap Market because,
among other factors discussed below, its Share price is too low.
In order to meet the SmallCap Market requirements, the Company will
need to acquire a suitable business, businesses or income producing assets. The
Company's ability to do so is currently limited by the number of Shares
outstanding. For example, with the current number of Shares outstanding an
arbitrarily assigned value of $5.00 per Share for purposes of conducting a
reverse acquisition would indicate that the Company had a capitalization of $20
million. Because the Shares are currently valueless, the person selling the
business in return for Shares would recognize a substantial dilution in the
value of the Shares such person received. Under the same scenario, after giving
effect to the Reverse Stock Split, the Company's assumed capitalization would
decrease to approximately $1 million and the person selling the business would
recognize a less substantial dilution in the value of its Shares.
The above example is hypothetical and is meant solely for illustrative
purposes to reflect the current difficulties the Company faces in attempting to
locate a viable business or assets to acquire. The Company can not provide any
assurances that it will be able to acquire a suitable business, businesses or
assets in the future with or without the Reverse Stock Split. In addition, the
Company can not provide any assurance as to the value per Share a person
interested in selling its business or assets in exchange for Shares would demand
or accept.
Nevertheless, the Board believes that the Reverse Stock Split would
enhance the Company's ability to acquire suitable income producing assets and,
thus, enhance the Company's ability to become listed on the SmallCap Market.
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<PAGE>
SmallCap Market Requirements and Other Considerations
For the Shares to be listed on the SmallCap Market the Company must
satisfy the following requirements: (i) the Common Stock must have a minimum bid
price of $3.00 per share; (ii) the Common Stock must be held by more than 300
holders, with 100,000 Shares publicly held with a market value equal to $1
million; (iii) the Company must have total assets of $4 million; (iv) the
Company must have capital and surplus of at least $2 million; and (v) the
Company must have at least two registered and active market makers.
As indicated by the listing criteria above, the Reverse Stock Split
alone will not enable the Shares to qualify for listing on the SmallCap Market.
For the reasons discussed above, however, the Board does believe that the
Reverse Stock Split will enhance the Company's ability to do so. There can be no
assurance, however, that the market price of the Shares will rise in proportion
to the reduction in the number of Shares outstanding resulting from the Reverse
Stock Split or in proportion to the value of the business or assets acquired.
Further, in the event the Company is able to meet the SmallCap Market listing
criteria, there is no assurance that the Company will be approved for listing.
The impact of the Reverse Stock Split on the value of the Shares will
be further mitigated by the fact the Company will need to issue additional
Shares in order to acquire a suitable business or assets. For example, if the
Shares were valued at $5.00 per share and the Company acquired a business or
assets worth $5 million, the Company would issue 1 million additional Shares, or
approximately 84% of the Shares outstanding after the issuance, which would
cause the current Shareholders' ownership interest to be diluted.
The ability of a market to develop in the Common Stock may also be
effected by the regulatory requirements imposed by Rule 15g-9 of the Securities
Exchange Act of 1934, as amended. Rule 15g-9 applies to penny stocks which, like
the Common Stock, are low-priced over-the-counter securities. Rule 15g-9
generally makes it unlawful for a broker or dealer to sell any penny stock or
effect the purchase of such stock without meeting the following requirements:
(i) prior to the transaction the broker or dealer must have approved the
person's account for transactions in penny stocks and have received a written
agreement containing the identity and quantity of penny stocks to be purchased;
and (ii) in order to approve a persons account a broker or dealer must first
determine the suitability of that customer to engage in such transactions and
then deliver to that person a written statement setting forth the basis on which
the broker or dealer found the transaction suitable. As a result, broker-dealers
are less likely to make a market for or find prospective purchasers for the
Common Stock. This in turn makes it more difficult for a market to develop in
the Common Stock; adversely impacting the Company's ability to raise equity
financing.
Effect of Reverse Stock Split
The effect of the Reverse Stock Split (assuming a twenty-for-one split
is effected) would be to decrease the number of outstanding Shares to
approximately 192,996 and, since the number
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<PAGE>
of Shares available for issuance will remain at 40,000,000, to increase the
number of Shares available for issuance from approximately 36,140,077 to
39,807,004. Having the additional authorized but unissued Shares would provide
the Board with the flexibility and authority to issue such Shares publicly or
privately in connection with future financing or acquisition transactions, or
for other general corporate purposes, without further action by the shareholders
of the Company, unless such action is required by law.
Although the Board has no present intention of doing so, the additional
authorized but unissued Shares could be used by the Board to defeat or delay a
hostile takeover that is not approved by the incumbent Board but which the
holders of a majority of the Shares may deem to be in their best interests.
Faced with an actual or proposed hostile takeover, the Board could issue Capital
Stock, in a private transaction, to a friendly party who might align themselves
with the Board in opposing a hostile takeover. Accordingly, the Reverse Stock
Split could have the effect of discouraging a takeover of the Company. The
directors are not aware, however, of any current proposals by any party to
acquire control of the Company and the Reverse Stock Split is not intended to be
an anti-takeover device.
The Reverse Stock Split will not effect the voting rights or other
rights of the holders of the Shares and will have no material federal tax
consequences to the shareholders of the Company (see "Certain Federal Income Tax
Consequences" below). However, because the Reverse Stock Split decreases a
shareholders percentage of the total number of Shares authorized for issuance,
any additional Shares issued by the Company may decrease the voting power of the
Company's current shareholders and their ability to defeat certain transactions
to which they are opposed.
Federal Income Tax Consequences
The following description of federal income tax consequences is for
general information only. Shareholders are urged to consult their own tax
advisor to determine the particular tax consequences to them, including the
application and effect of state, local and foreign tax laws. In general, the
exchange of Shares contemplated by the Reverse Stock Split would not result in a
shareholder's recognition of gain or loss for federal income tax purposes. If
the Reverse Stock Split is approved and later effected, the tax basis of the
Common Stock received as a result of the Reverse Stock Split will be equal, in
the aggregate, to the basis of the Shares exchanged pursuant to the Reverse
Stock Split. For tax purposes, the holding period of the Shares immediately
prior to the effective date of the Reverse Stock Split will be included in the
holding period of the Common Stock received as a result of the Reverse Stock
Split.
Certificates and Fractional Shares
If the proposed Reverse Stock Split is approved by the Company's
shareholders, the Company will file an amendment to its Articles with the
Secretary of State of the State of Colorado prior to February 12, 1998. The
proposed Reverse Stock Split will become effective on the date of such filing
(the "Effective Date"). The certificates presently representing Shares
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<PAGE>
will be deemed to represent one-twentieth of the number of Shares on the
Effective Date (assuming a twenty-for-one split is effected). New Shares will be
issued in due course as old Shares are tendered to the transfer agent for
exchange or transfer. No fractional Shares will be issued. Rather, any
fractional shares will be rounded up to the next whole Share.
Vote Required and Management Recommendation
The Proposal must be approved by the affirmative vote of the holders of
at least a majority of the outstanding Shares in order for the Proposal to be
adopted. As of the Record Date, the Company's officers and directors, who
together hold 52.2% of the Common Stock, have indicated that they intend to vote
"FOR" the Proposal. Accordingly, the Proposal will be approved regardless of the
votes of non-management shareholders. The Board is soliciting proxies in order
to ascertain the view of shareholders.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSAL
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of outstanding Shares as of the Record Date, by (i) each
person known by the Company to own beneficially five percent or more of the
outstanding Shares, (ii) the Company's directors, Chief Executive Officer and
executive officers whose total compensation exceeded $100,000 for the last
fiscal year, and (iii) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
------------------- -------------------- ----------------
<S> <C> <C>
Patchouli Foundation 1,984,040(1) 51.4%
c/o Hans Zum Elefant
Kirchgasse 3/5
Postfach 8024
Zurich
Adrian P. Kirby, Chairman of the 1,984,040(1) 51.4
Board, CEO and President
38 South Audley Street
Mayfair, London
England W1Y 5DH
Terence G. Galgey 225,000(3) 5.8
27 John Adam Street
London, England WC2N 6HX
Peter N. Chapman, Director, CFO 32,500 *
and Secretary
38 South Audley Street
Mayfair, London
England W1Y 5DH
All executive officers and directors 2,016,540 52.2
as a group.
</TABLE>
- ------------------
(1) Includes 1,984,040 Shares beneficially owned by the Patchouli Foundation.
Mr. Kirby may be deemed to be a beneficial owner of such shares through the
investment and voting powers which Mr. Kirby has over such shares through his
position as attorney-in-fact for the administrator of the Patchouli Foundation.
* Indicates less than 1% beneficial ownership
8
<PAGE>
CHANGE IN CONTROL
Since 1994, the Patchouli Foundation ("Patchouli") has made loans to
the Company to cover costs and expenses incurred in connection with various
corporate activities, including without limitation, legal, accounting and filing
fees incurred in connection with the preparation of the Company's Annual Reports
on Forms 10-K for the years ended December 31, 1993, 1994 and 1995, proxy
statements and state income tax returns. Patchouli is a non-discretionary family
trust, governed by Liechtenstein law, set up for the benefit of the family of
Adrian P. Kirby, the Chairman of the Board, Chief Executive Officer and
President of the Company. Mr. Kirby may be deemed to be a beneficial owner of
such shares through the investment and voting powers which Mr. Kirby has over
such shares through his position as attorney-in-fact for the administrator of
Patchouli.
As of December 31, 1996, Patchouli had loaned to the Company $170,000
exclusive of interest (the "Patchouli Loan"). On December 31, 1996, the Board
unanimously authorized the issuance of 1,360,000 shares of Common Stock to
Patchouli in payment for the Patchouli Loan and all interest thereon. As a
result of this exchange, Patchouli became the beneficial owner of 51.4% of
Common Stock issued and outstanding. Although the Common Stock currently has no
value, the Board valued the Common Stock at a price of $.125 per share for
purposes of determining the number of Shares Patchouli would receive as payment
for the Patchouli Loan. The Board believed that the offered price of $.125 per
share was fair and reasonable to the Company and its shareholders.
SOLICITATION OF PROXIES
This solicitation is being made by mail on behalf of the Board, but may
also be made without additional remuneration by officers or employees of the
Company by telephone, telegraph, facsimile transmission or personal interview.
The expense of the preparation, printing and mailing of this Proxy Statement and
the enclosed form of Proxy and Notice of Special Meeting, and any additional
material relating to the Meeting which may be furnished to shareholders by the
Board subsequent to the furnishing of this Proxy Statement, has been or will be
borne by the Company. The Company will reimburse banks and brokers who hold
Shares in their name or custody, or in the name of nominees for others, for
their out-of-pocket expenses incurred in forwarding copies of the proxy
materials to those persons for whom they hold such Shares. To obtain the
necessary representation of shareholders at the Meeting, supplementary
solicitations may be made by mail, telephone or interview by officers of the
Company. It is anticipated that the cost of such supplementary solicitations, if
any, will not be material.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Company whether other persons are the beneficial
owners of the Shares for which proxies are being solicited from you, and, if so,
the number of copies of this Proxy Statement and other soliciting materials you
wish to receive in order to supply copies to the beneficial owners of the
Shares.
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<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS,
WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING IN PERSON, ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THAT PURPOSE. BY RETURNING YOUR PROXY PROMPTLY YOU CAN
HELP THE COMPANY AVOID THE EXPENSE OF FOLLOW-UP MAILINGS TO ENSURE A QUORUM SO
THAT THE MEETING CAN BE HELD. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE A
PRIOR PROXY AND VOTE THEIR PROXY IN PERSON AS SET FORTH IN THIS PROXY STATEMENT.
By Order of the Board of Directors
/s/ Adrian P. Kirby
-------------------------------------------
Adrian P. Kirby, Chairman, President and
Chief Executive Officer
January 24, 1997
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<PAGE>
EXHIBIT A
Proposed Amendment to the Articles of Incorporation of Atlantic
Industries, Inc.
Article IV, Section 1 of the Articles of Incorporation is amended to
read as follows:
The total number of shares that the Corporation shall have
authority to issue is fifty million (50,000,000) shares, of which
40,000,000 may be issued as common stock and 10,000,000 as preferred
stock, each with a par value of $.01 per share. Upon amendment to this
Article to read as herein set forth, each twenty (20) shares of
outstanding common stock is converted into and reconstituted as one (1)
share of common stock.
<PAGE>
PROXY CARD
ATLANTIC INDUSTRIES, INC.
SPECIAL MEETING DATE: FEBRUARY 12, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned shareholder of Atlantic Industries, Inc. (the
"Company"), a Colorado corporation, hereby constitutes and appoints Adrian P.
Kirby and Mark Littlejohn, and each of them, proxies, with full power of
substitution, for and on behalf of the undersigned to vote, as designated below,
according to the number of shares of the Company's $.01 par value common stock
held of record by the undersigned on January 22, 1997, and as fully as the
undersigned would be entitled to vote if personally present, at the Special
Meeting of Shareholders to be held at 38 South Audley Street, Mayfair, London
W1Y 5DH, England on Wednesday, February 12, 1997 at 9:30 a.m.
local time, and at any postponements or adjournments thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned. If properly executed and no direction is made, this
proxy will be voted FOR the proposal set forth on this Proxy.
Please mark boxes [x] in ink. Sign, date and return this Proxy promptly, using
the enclosed envelope.
1. Proposal to amend the Company's Articles of Incorporation to effect a
reverse stock split of its $.01 par value common stock in a ratio not
to exceed twenty-for-one.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned hereby acknowledges receipt of the Notice of a Special
Meeting of Shareholders, dated January 24, 1997 and the Proxy Statement
furnished therewith.
Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. Executors, administrators, trustees and other
fiduciaries, and persons signing on behalf of corporations or partnerships,
should so indicate when singing.
Dated____________________________, 1997
_______________________________________
Authorized Signature
_______________________________________
Title
_______________________________________
Authorized Signature
_______________________________________
Title
To save the Company additional vote solicitation expenses, please sign,
date and return this Proxy promptly, using the enclosed envelope.
<PAGE>
NON-VOTING INSTRUCTIONS
[ ] MEETING. Please check here to indicate that you plan to attend the
Special Meeting of Shareholders on Wednesday, February 12, 1997.
