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:
[X] Preliminary Proxy Statement*
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12 Confidential, for
[ ] Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
GENERAL AIRCRAFT CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
[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:
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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:
None
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[ ] Fee previously paid 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 Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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* Definitive copies of the attached Proxy Statement and form of proxy are
intended to be released to security holders on January 13, 1997.
GENERAL AIRCRAFT CORPORATION
21 Nottingham Street
Lowell, Massachusetts 01851
January __, 1997
Dear Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders
(the "Meeting") of General Aircraft Corporation (the "Company") to be held at
10:00 a.m. on Monday, January 27, 1997 at the offices of the Corporation, 21
Nottingham Street, Lowell, Massachusetts 01851.
At the Meeting, you will be asked to (i) approve an amendment to the
Company's Certificate of Incorporation to effect a one-for-five reverse split of
the Company's issued and outstanding Common Stock and (ii) consider and act upon
any matters incidental to the foregoing and any other matters which may properly
come before the Meeting or any adjournment or adjournments thereof.
Details of the matters to be considered at the Meeting are contained in
the Proxy Statement, which we urge you to consider carefully.
Whether or not you plan to attend the Meeting, please complete, date,
sign and return your Proxy promptly in the enclosed envelope, which requires no
postage if mailed in the United States. If you attend the Meeting, you may vote
in person if you wish, even if you previously have returned your Proxy.
Sincerely,
ROBERT E. LOCKWOOD
Chief Executive Officer
Lowell, Massachusetts
January __, 1997
GENERAL AIRCRAFT CORPORATION
21 NOTTINGHAM STREET
LOWELL, MASSACHUSETTS 01851
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of
GENERAL AIRCRAFT CORPORATION, a Delaware corporation (the "Company"), will be
held on Monday, January 27, 1997 at 10:00 a.m. at the offices of the Company, 21
Nottingham Street, Lowell, Massachusetts 01851 for the following purposes:
1. To approve an amendment to the Company's Certificate of Incorporation
to effect a one-for- five reverse split of the Company's issued and
outstanding Common Stock;
2. To consider and act upon any matters incidental to the foregoing and
any other matters which may properly come before the meeting or any
adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on Friday,
January 10, 1997 as the record date for the determination of stockholders
entitled to notice of and vote at the meeting and any adjournment or
adjournments thereof.
We hope that all stockholders will be able to attend the meeting in
person. In order to assure that a quorum is present at the meeting on January
27, 1997, please date, sign and promptly return the enclosed Proxy whether or
not you expect to attend the meeting. A postage-prepaid envelope, addressed to
American Stock Transfer & Trust Co., the Company's transfer agent and registrar,
has been enclosed for your convenience. If you attend the meeting, your Proxy,
at your request, will be returned to you and you may vote your shares in person.
By Order of the Board of Directors
ROBERT E. LOCKWOOD
Secretary
Lowell, Massachusetts
January __, 1997
GENERAL AIRCRAFT CORPORATION
21 Nottingham Street
Lowell, Massachusetts 01851
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PROXY STATEMENT
-----------------------------------------
January __, 1997
This Proxy Statement and the enclosed Proxy are being mailed on or
about January 13, 1997 to all stockholders of record of General Aircraft
Corporation, a Delaware Corporation (the "Company"), at the close of business on
January 10, 1997, in connection with the Special Meeting of Stockholders to be
held on Monday, January 27, 1997, at 10:00 a.m. (the "Meeting") at the offices
of the Company, 21 Nottingham Street, Lowell, Massachusetts 01851, and at any
adjournment or adjournments thereof.
Stockholders of record at the close of business on January 10, 1997
will be entitled to vote at the Meeting and at any adjournment or adjournments
thereof. On that date, 20,000,000 shares of common stock, $.01 par value, of the
Company (the "Common Stock") were issued and outstanding. Each share of Common
Stock entitles the holder thereof to one vote with respect to all matters
submitted to stockholders at the Meeting. There are no other voting securities
of the Company.
The presence of the holders of forty percent (40%) of the issued and
outstanding shares of Common Stock entitled to vote at the Meeting, either in
person or represented by a properly executed Proxy, is necessary to constitute a
quorum for the transaction of business at the Meeting.
The proposal to be voted upon by the stockholders of the Company
requires the affirmative vote of a majority of the issued and outstanding shares
of Common Stock for passage. Abstentions and broker non-votes (which result when
a broker holding shares for a beneficial holder in "street name" has not
received timely voting instructions on certain matters from such beneficial
holder and the broker does not have discretionary voting power on such matters)
are counted for purposes of determining the presence or absence of a quorum at
the Meeting. Abstentions are counted in tabulation of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved.
The Directors and officers of the Company as a group own or may be
deemed to control in the aggregate 4,615,000 shares or approximately 23.1% of
the shares of Common Stock issued and outstanding. Each of the Directors and
officers has indicated that he or she plans to vote all shares of Common Stock
owned or controlled by him or her in favor of the proposal contained herein and
in the enclosed Proxy.
Execution of a Proxy will not in any way affect a stockholder's right
to attend the Meeting and vote in person. The Proxy may be revoked at any time
before it is exercised by written notice
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to the Secretary prior to the Meeting, or by giving to the Secretary a duly
executed Proxy bearing a later date than the Proxy being revoked at any time
before such Proxy is voted, or by appearing at the Meeting and voting in person.
The shares represented by all properly executed Proxies received in time for the
Meeting will be voted as specified therein. In the absence of a special notice,
shares will be voted in favor of the proposal set forth herein.
The Board of Directors knows of no other matter to be presented at the
Meeting. If any other matter should be presented at the Meeting upon which a
vote may be taken, such shares represented by all Proxies received by the Board
of Directors will be voted with respect thereto in accordance with the judgment
of the persons named in the Proxies. The Board of Directors knows of no matter
to be acted upon at the Meeting that would give rise to appraisal rights for
dissenting stockholders.
Unless otherwise indicated, all references to numbers of shares and per
share price do not reflect the reverse stock split proposed herein.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO EFFECTUATE A ONE-FOR-FIVE REVERSE STOCK SPLIT OF THE
COMPANY'S ISSUED AND OUTSTANDING COMMON STOCK
GENERAL
On January __, 1997, the Board of Directors of the Company unanimously
adopted a resolution authorizing, subject to stockholder approval, a reverse
split of the Company's outstanding Common Stock on the basis of one new share of
Common Stock for each five shares of presently outstanding Common Stock (the
"Reverse Split"), by means of an amendment (the "Amendment") to the Certificate
of Incorporation of the Company. See "Implementation of the Reverse Stock
Split." Approval of the proposed Amendment by stockholders requires the
affirmative vote of the holders of a majority of the outstanding shares of the
Company's Common Stock.
If the Reverse Split is approved by the requisite vote of the Company's
stockholders, upon filing of the Amendment with the Delaware Secretary of State,
the Reverse Split will be effective, and each certificate representing shares of
Common Stock outstanding immediately prior to the Reverse Split (the "Old
Shares") will be deemed automatically after the Reverse Split, without any
action on the part of the stockholders, to represent 1/5 the number of Old
Shares of Common Stock (the "New Shares") represented by such certificate,
provided, however, that no fractional New Shares will be issued as a result of
the Reverse Split. In lieu of the issuance of fractional New Shares, each
stockholder whose Old Shares are not evenly divisible by five will receive one
additional New Share for the fractional New Share that such stockholder would
otherwise be entitled to receive as a result of the Reverse Split. After the
Reverse Split becomes effective, stockholders will be asked to surrender
certificates representing Old Shares in accordance with the procedures set forth
in a letter of transmittal to be sent by the Company or its transfer agent. Upon
such surrender, certificates representing the New Shares (including, if
applicable, any additional New Shares issued in lieu of fractional New Shares)
will be issued and forwarded to the stockholders. Until such surrender and
subsequent cancellation, each certificate representing Old Shares will continue
to be valid and represent New Shares equal
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to 1/5 the number of Old Shares represented by such certificate plus one
additional New Share where such Old Shares are not evenly divisible by five.
The number of shares of capital stock authorized by the Certificate of
Incorporation will not change as a result of the Reverse Split. The Common Stock
issued pursuant to the Reverse Split will be fully paid and nonassessable. The
voting and other rights that presently characterize the Common Stock will not be
altered by the Reverse Split.
Assuming the Reverse Split is approved by the Company's stockholders at
the Meeting, each stockholder's percentage ownership interest in the Company and
proportional voting power will remain unchanged, except for minor differences
resulting from the above-mentioned adjustments in lieu of fractional New Shares.
The rights and privileges of the holders of shares of Common Stock will be
substantially unaffected by the Reverse Split.
The Company is presently authorized to issue 20,000,000 shares of
Common Stock. At the close of business on January 10, 1997, there were
20,000,000 shares of Common Stock issued and outstanding. Subject to stockholder
approval of the Amendment, for accounting purposes, the Board of Directors has
authorized an increase in the Company's surplus account in an amount equal to
the reduction in the Company's capital account resulting from the reduction in
number of shares of Common Stock outstanding without a proportionate increase in
par value.
PRINCIPAL EFFECTS OF THE REVERSE STOCK SPLIT
Based upon the 20,000,000 shares of Common Stock outstanding on January
10, 1997, the Reverse Split would decrease the outstanding shares of Common
Stock by eighty percent (80%), and thereafter 4,000,000 shares of Common Stock
would be outstanding (not including New Shares of Common Stock to be issued in
lieu of fractional New Shares). The Reverse Split will not affect any
stockholder's proportionate equity interest in the Company, subject to the
provisions for the elimination of fractional New Shares as described above under
"General." In order to maintain the current number of stockholders of the
Company, and to avoid the buy-out by the Company of the fractional interests of
holders of small lots of Common Stock, holders of fewer than five Old Shares of
Common Stock will receive one New Share of Common Stock after the Reverse Split.
The proposed Amendment will reflect the commitment of the Company to issue one
New Share of Common Stock each to holders of five or fewer Old Shares of Common
Stock. There will be no change in the total number of stockholders of the
Company and there will be no change in the Company's reporting requirements
under the Securities Exchange Act of 1934 after the Reverse Split. The amount of
shares of authorized capital stock of the Company will not be reduced or
otherwise affected by the Reverse Split. Holders of fewer than 100 shares after
the Reverse Split may find that it is difficult to sell such a small number of
shares and that brokerage commissions
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may make such transactions impractical. Also, the Reverse Split will change
holders of "round lots" (i.e., multiples of 100 shares) into holders of "odd
lots" of fewer than 100 shares. Brokerage commissions for sales of odd lots of
shares may be significantly higher than for sales of round lots of shares.
Neither Delaware law, the Company's Certificate of Incorporation nor
its Bylaws affords appraisal rights to stockholders dissenting from the Reverse
Split or from the rounding-up to the nearest whole share of any fractional New
Share resulting from the Reverse Split in lieu of issuing fractional New Shares.
REASONS FOR THE REVERSE STOCK SPLIT
The Board of Directors believes the Reverse Split is desirable for
several reasons. The Reverse Split would result in approximately 16,000,000
authorized and unissued shares of Common Stock whereas there are currently no
authorized and unissued shares of Common Stock. The Board of Directors believes
that such resulting increase in the number of authorized and unissued shares of
Common Stock will give the Company greater flexibility in responding to business
needs and opportunities by allowing shares of Common Stock to be issued by the
Board of Directors from time to time without the delay and expense of additional
special meetings of stockholders. For example, the Board of Directors may deem
it appropriate to issue shares of Common Stock in connection with private equity
financings, to finance possible future acquisitions, for distribution to the
Company's stockholders in the event of a stock dividend, or for distribution
pursuant to employee benefit plans.
There presently is no market for the Company's Common Stock. The Board
of Directors believes that the Reverse Split may help the Company develop a
market for its Common Stock. It is possible that the reduction in the number of
issued and outstanding shares of Common Stock caused by the Reverse Split would
contribute to a higher price per share of the Common Stock than would exist if
the Reverse Split were not approved by stockholders and the present number of
issued and outstanding shares were not reduced. A higher price per share may
encourage interest in the Common Stock by the investing public, enhance the
Company's ability to seek investment capital, and possibly promote greater
liquidity for the Company's Stockholders, although such liquidity could be
adversely affected by the reduced number of shares of Common Stock outstanding
after the effective date of the Reverse Split. Additionally, the Company cannot
assure that a market for its Common Stock will develop in the future or that any
or all of the effects described in this and the preceeding paragraph will occur.
Further, the issuance of Common Stock in equity financings or otherwise will
dilute the ownership interests and voting power of existing stockholders.
If the Reverse Split is approved by the stockholders, the Board of
Directors anticipates that the Company will attempt to qualify for listing on
the National Association of Securities Dealers Automated Quotation ("NASDAQ")
SmallCap Market System (the "SmallCap Market"). The Board of Directors believes
that the Reverse Split is an important step in the Company's effort to meet the
initial listing application requirements maintained by NASDAQ for the SmallCap
Market since the
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Reverse Split (1) should enable the Company to move closer to satisfying the
minimum price per share requirement of NASDAQ by possibly contributing to a
higher price per share of Common Stock than would exist if the Reverse Split
does not occur, and (2) by expectedly enhancing the Company's ability to seek
investment capital, should in turn put the Company in a position to apply to
have its Common Stock listed on the SmallCap Market. However, no assurances can
be given that the Company will satisfy all of the NASDAQ initial listing
application requirements for the SmallCap Market, including the minimum price
per share requirement, or that if accepted for listing on the SmallCap Market,
the trading price per share of the Common Stock will not be low in relation to
that of other companies listed on the SmallCap Market.
On December 11, 1996, the Company issued (1) a Promissory Note in the
principal amount of $500,000 to a corporate lender in exchange for 11,940 shares
of common stock of that lender issued to the Company and (2) a Promissory Note
in the principal amount of $500,000 to a corporate lender in exchange for
$500,000 in cash (collectively, the "Notes"). The Notes provide for an annual
interest rate of five percent (5%) on unpaid principal. Each of the Notes
provides that at the option of the holder thereof, the Note may be converted
into shares of the Company's Common Stock at any time before payment of
principal has been made by the Company, by dividing the principal amount then
outstanding and the amount of accrued and unpaid interest thereon, if any, by
the (pre-Reverse Split) conversion price of $.20 per share. If the Reverse Split
is approved by the stockholders, it is anticipated that the conversion price
will be proportionately increased to $1.00 per share. Upon conversion of the
Notes, assuming that no principal will have been paid by the Company and that
there will be no unpaid accrued interest, the corporate lenders each will
receive 500,000 shares of Common Stock from the Company. In order to provide for
a sufficient number of shares of Common Stock available for issuance to the
corporate lenders upon conversion of the Notes, if the Reverse Split is approved
by the stockholders, the Company intends to reserve 1,000,000 shares of the
authorized and unissued Common Stock of the Company for such purpose.
The Board of Directors is aware that an increase in the number of
authorized and unissued shares resulting from the Reverse Split may have a
potential anti-takeover effect in that it would enhance the ability of the
Company to issue additional shares that could be used to thwart persons, or
otherwise dilute the stock ownership of stockholders, seeking to control the
Company. However, the Board of Directors is not aware of any present efforts by
any persons to accumulate Common Stock or to obtain control of the Company, and
the Reverse Split is not intended to be an anti-takeover device. The Amendment
is being sought to enhance the ability of the Company to seek investment
capital.
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IMPLEMENTATION OF THE REVERSE STOCK SPLIT
The Reverse Split will be effected by filing the Amendment with the
Delaware Secretary of State. Assuming approval of the Reverse Split by the
requisite vote of the stockholders, the Amendment will thereafter be filed with
the Delaware Secretary of State as promptly as practicable and the Reverse Split
will become effective on the date of such filing (the "Reverse Split Effective
Date"). Without any further action on the part of the Company or the
stockholders, after the Reverse Split Effective Date, the certificates
representing Old Shares will be deemed to represent New Shares equal to 1/5 the
number of Old Shares (except to the extent additional New Shares are issued
where the number of Old Shares held by a stockholder is not evenly divisible by
five).
As soon as practicable after the Reverse Split Effective Date, the
Company or its transfer agent will send a letter of transmittal to each holder
of record of Old Shares of Common Stock outstanding on the Reverse Split
Effective Date. The letter of transmittal will contain instructions for the
surrender of certificate(s) representing such Old Shares to American Stock
Transfer & Trust Company, the Company's exchange agent (the "Exchange Agent").
Upon proper completion and execution of the letter of transmittal and return
thereof to the Exchange Agent, together with the certificate(s) representing Old
Shares, a stockholder will be entitled to receive a certificate representing the
number of New Shares of Common Stock into which his Old Shares have been
reclassified and changed as a result of the Reverse Split.
Stockholders should not submit any certificates until requested to do
so. No new certificate will be issued to a stockholder until he has surrendered
his outstanding certificate(s) together with the properly completed and executed
letter of transmittal to the Exchange Agent.
DILUTION
The Company has suffered recurring losses from operations. The Company
may issue additional shares of its Common Stock in order to satisfy all or a
portion of its need for cash. If and to the extent that the Company issues
additional shares of its Common Stock subsequent to the implementation of the
Reverse Split, each stockholder's percentage ownership interest in the Company
and proportional voting power will be proportionately reduced.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The federal income tax consequences of the Reverse Split will be as set
forth below. The information set forth below is based upon existing law which is
subject to change by legislation, administrative action and judicial decision,
and is necessarily general. Such information will not be updated to reflect
possible changes in federal tax laws, rules and regulations.
This description of the federal income tax consequences of the Reverse
Split is for general information only and does not discuss consequences which
may apply to special classes of taxpayers (e.g. non-resident aliens,
broker-dealers or insurance companies). Stockholders are advised to consult with
their own tax advisors for more detailed information relating to their
individual tax
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circumstances. No person should rely on the information contained in this
section as providing tax advice.
The Company has not sought and will not seek an opinion of counsel or a
ruling from the Internal Revenue Service regarding the federal income tax
consequences of the Reverse Split. The Company, however, believes that because
the Reverse Split is not part of a plan to periodically increase a stockholder's
proportionate interest in the assets or earnings and profits of the Company, the
Reverse Split will have the following federal income tax effects:
1. A stockholder will not recognize gain or loss on the exchange.
In the aggregate, the stockholder's basis in the New Shares
will equal his basis in the Old Shares.
2. A stockholder's holding period for the New Shares will be the
same as the holding period for the Old Shares exchanged
therefor.
3. The Reverse Split will constitute a reorganization within the
meaning of Section 368(a)(1)(E) of the Internal Revenue Code
of 1986, as amended, and the Company will not recognize any
gain or loss as a result of the Reverse Split.
MISCELLANEOUS
The Board of Directors may abandon the proposed Reverse Split at any
time prior to the Reverse Split Effective Date if for any reason the Board of
Directors deems it advisable to abandon the proposal. The Board of Directors may
consider abandoning the proposed Reverse Split if it determines, in its sole
discretion, that the Reverse Split would adversely affect the ability of the
Company to raise capital or the liquidity of the Common Stock, among other
things. The Board of Directors may make any and all changes to the Amendment
that it deems necessary to file the Amendment with the Delaware Secretary of
State and give effect to the Reverse Split.
RECOMMENDATION AND VOTE
The Board of Directors is of the opinion that the Reverse Split is
advisable and in the best interests of the Company and recommends a vote FOR the
approval of the Reverse Split.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of January 10, 1997, the number of
shares and percentage ownership of (i) the Company's Common Stock held by all
persons known by the Company to be the beneficial owner of more than five
percent (5%) of the outstanding Common Stock, (ii) each class of equity
securities of the Company beneficially owned by each Director and the Chief
Executive Officer of the Company, and (iii) each class of equity securities of
the Company beneficially owned by all Directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE
CLASS BENEFICIAL OWNER (1) BENEFICIALLY OWNED (2) OF CLASS
- - ----- ---------------------- ---------------------- --------
<S> <C> <C> <C>
Common Stock Robert E. Lockwood, Chief 3,990,000 20%
Executive Officer and Director (3)
Common Stock Susan M. Winslow, Director (4) 600,000 3%
Common Stock Michael D. Brown, Director (5) 25,000 *
Common Stock All Directors and Executive 4,615,000 23.1%
Officers as a Group (3)(4)(5)
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</TABLE>
* Less than 1%
(1) The address for all of these individuals is c/o General Aircraft
Corporation, 21 Nottingham Street, Lowell, Massachusetts 01851.
(2) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the
table.
(3) Includes 2,388,000 and 1,592,000 shares issued to Mr. Lockwood as a Trustee
of Brookline Management Corporation Profit Sharing Trust and Brookline
Management Corporation Pension Trust, respectively. Does not include the
following shares of which Mr. Lockwood disclaims any beneficial ownership:
(i) 990,000 shares issued to Mr. Lockwood's wife, Mary H. Lockwood, as
Trustee of the Lockwood Family Trust, and (ii) 141,111 shares issued to
Mary H.
Lockwood.
(4) Includes 500,000 shares issued to Mrs. Winslow as Trustee of the Fisher
Hill Trust. Does not include 100,000 shares issued to Mrs. Winslow's
daughter, Kathryn Mary Winslow, of which Mrs. Winslow disclaims any
beneficial ownership.
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(5) Includes warrants to purchase 25,000 shares of Common Stock at a price of
$.37 per share exercisable between December 20, 1996 and December 20, 1999
held by Mr. Brown (if the Reverse Split is approved by stockholders, the
number of shares subject to purchase under these warrants will decrease to
5,000 and the price per share will increase to $1.85).
VOTING AT MEETING
The Board of Directors has fixed Friday, January 10, 1997 as the record
date for the determination of stockholders entitled to vote at the Meeting. At
the close of business on that date, there were outstanding and entitled to vote
20,000,000 shares of Common Stock.
SOLICITATION OF PROXIES
The solicitation of Proxies is made by the Company, and the cost of
solicitation of Proxies will be borne by the Company. In addition to the
solicitation of Proxies by mail, officers and employees of the Company may
solicit in person or by telephone. The Company may reimburse brokers or persons
holding stock in their names, or in the names of their nominees, for their
expenses in sending Proxies and proxy material to beneficial owners.
REVOCATION OF PROXY
Subject to the terms and conditions set forth herein, all Proxies
received by the Company will be effective, notwithstanding any transfer of the
shares to which such Proxies relate, unless prior to the Meeting the Company
receives a written notice of revocation signed by the person who, as of the
record date, was the registered holder of such shares. The Notice of Revocation
must indicate the certificate number or numbers of the shares to which such
revocation relates and the aggregate number of shares represented by such
certificate(s).
MISCELLANEOUS
The Management does not know of any other matters which may come before
the Meeting. However, if any other matters are properly presented to the
Meeting, it is the intention of the persons named in the accompanying Proxy to
vote, or otherwise act, in accordance with their judgment on such matters.
By Order of the Board of Directors
ROBERT E. LOCKWOOD
Secretary
Lowell, Massachusetts
January___, 1997
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THE MANAGEMENT HOPES THAT THE STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY
EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
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APPENDIX TO PRELIMINARY
PROXY STATEMENT OF
GENERAL AIRCRAFT CORPORATION
GENERAL AIRCRAFT CORPORATION
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 27, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED hereby appoints Robert E. Lockwood and Susan M. Winslow
as proxies, with full power of substitution, to vote for and on behalf of the
undersigned at the Special Meeting of Stockholders of GENERAL AIRCRAFT
CORPORATION to be held at 10:00 a.m. at the offices of the Company at 21
Nottingham Street, Lowell, Massachusetts 01851, on Monday, January 27, 1997, and
at any adjournment or adjournments thereof, upon and with respect to all shares
of the Common Stock of the Company to which the undersigned would be entitled to
vote and act if personally present. The undersigned hereby directs Robert E.
Lockwood and Susan M. Winslow to vote in accordance with their judgment on any
matters which may properly come before the meeting, all as indicated in the
Notice of the meeting, receipt of which is hereby acknowledged, and to act on
the following matters set forth in such Notice as specified by the undersigned:
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
(1) Proposal to approve an amendment to the Company's Certificate
of Incorporation to effect a one-for-five reverse split of the
Company's issued and outstanding Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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(2) IN THEIR DISCRETION TO TRANSACT SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR AND IN FAVOR OF
THE ITEM SET FORTH ABOVE UNLESS A CONTRARY SPECIFICATION IS MADE.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears below.
Dated:________________________
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Signature
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Signature if held jointly
-----------------------------
Printed Name
-----------------------------
Address
NOTE: When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If the person named on the stock certificate has died, please submit
evidence of your authority. If a corporation, please sign in full corporate name
by the President or authorized officer and indicate the signer's office. If a
partnership, please sign in the partnership name by authorized person.
