SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant[X]
Filed by 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 ss. 240.14a-11(c) or ss. 240.14a-12
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NATIONAL AFFILIATED CORPORATION
(Name of Registrant as Specified In Its Charter)
NATIONAL AFFILIATED CORPORATION
(Name of Person(s) Filing Proxy Statement)
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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.
1Title of each class of securities to which transaction applies:
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2Aggregate number of securities to which transaction applies:
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3Per 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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4Proposed maximum aggregate value of transaction:
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5Total 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.
1Amount Previously Paid:
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2Form, Schedule or Registration Statement No.:
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3Filing Party:
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4Date Filed:
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NATIONAL AFFILIATED CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
July 31, 1998
A Special Meeting of the Shareholders of National Affiliated Corporation,
a Louisiana corporation (the "Company"), will be held beginning at 10:00
a.m. Central Standard Time, on Friday, July 31,1998, at the Louisiana
Convention Centre, 2225 North MacArthur Drive, Alexandria, Louisiana
71301 for the following purposes:
1.To consider and act upon a proposal to amend the Company's Articles of
Incorporation to increase the number of authorized shares of common
stock, no par value, of the Company ("Common Stock") from 14,000,000
to 100,000,000 shares (the "Share Amendment"). This amendment is set
forth in the Articles of Amendment to the Company's Articles of
Incorporation (the "Articles of Amendment"), which are attached to the
accompanying Proxy Statement as Appendix A. The Share Amendment is
proposed for the principal purpose of increasing the number of authorized
shares of Common Stock to permit the issuance of shares upon conversion
of certain outstanding convertible debentures of the Company and upon
exercise of outstanding warrants and stock options.
2. To consider and act upon a proposal to change the name of the
Company from "National Affiliated Corporation" to "Life One, Inc." (the
"Name Change Amendment"). This amendment is set forth in the Articles
of Amendment.
3. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
Holders of record of Common Stock at the close of business on
June 26, 1998, are entitled to notice of and to vote at the Special Meeting
or any adjournment thereof, notwithstanding transfer of any stock on the
books of the Company after such record date. Copies of this Notice and
the accompanying Proxy Statement were first mailed to Shareholders on or
about July 6, 1998. The affirmative vote of the holders of a two-thirds
majority of the outstanding shares of Common Stock is required for
approval of the Share Amendment and the Name Change Amendment.
Shareholders who do not expect to attend the Special Meeting in
person are requested to complete and return the enclosed proxy, using the
envelope provided, which requires no postage if mailed from within the
United States. Any person giving a proxy has the power to revoke it at any
time prior to its exercise and, if present at the Special Meeting, may
withdraw it and vote in person. Attendance at the Special Meeting is
limited to Shareholders, their proxies and invited guests of the Company.
All Shareholders are cordially invited to attend the Special Meeting.
By Order of the Board of Directors
/s/ T. Brent Chapel
T. Brent Chapel
Vice Chairman of the Board
June 26, 1998
North Bethesda, Maryland
NATIONAL AFFILIATED CORPORATION
7228 ENGLAND DRIVE, SUITE 21
ALEXANDRIA, LA 71303
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
July 31, 1998
INTRODUCTION
This Proxy Statement is being furnished to the shareholders of National
Affiliated Corporation (the "Company") in connection with a Special
Meeting of the shareholders of the Company (the "Special Meeting") to be
held at 10:00 a.m., Central Standard Time, on July 31, 1998, at the
Louisiana Convention Centre, 2225 North MacArthur Drive, Alexandria,
Louisiana 71301, and any adjournment thereof. This Proxy Statement and
the accompanying Notice of Special Meeting of Shareholders and proxy
were first mailed to shareholders of the Company (the "Shareholders") on
or about July 6 , 1998.
At the Special Meeting, the Shareholders will be asked to approve
an amendment to the Articles of Incorporation of the Company (the
"Articles of Incorporation") to increase the number of shares of common
stock, no par value ("Common Stock"), which the Company is authorized
to issue, from 14,000,000 to 100,000,000 (the "Share Amendment"). The
Share Amendment is being effected to increase the number of authorized
shares of Common Stock to permit the Company to issue shares upon the
exercise of certain conversion rights under outstanding convertible
debentures and upon exercise of outstanding warrants and stock options. In
the event the Share Amendment is not approved, the Company will be
unable to perform its obligations under the outstanding debentures,
warrants and stock options, which will constitute a default under the
outstanding debentures and have a material adverse effect upon the
Company. The Share Amendment is set forth in the Articles of Amendment
to the Articles of Incorporation attached as Appendix A (the "Articles of
Amendment").
At the Special Meeting, the Shareholders will also be asked to
approve an amendment to the Articles of Incorporation to change the name
of the Company from "National Affiliated Corporation" to "Life One, Inc."
(the "Name Change Amendment"). The Name Change Amendment is also
set forth in the Articles of Amendment.
The Shareholders entitled to vote at the Special Meeting are the
holders of record, at the close of business on June 26, 1998 (the "Record
Date"), of the 14,000,000 shares of Common Stock then outstanding. Each
holder of a share of Common Stock outstanding on the Record Date will
be entitled to one vote on each matter presented at the Special Meeting for
each share held. The affirmative vote of the holders of a two-thirds
majority of the outstanding shares of Common Stock is required for
approval of the Share Amendment and the Name Change Amendment
(collectively, the "Amendments"). The Board of Directors of the Company
knows of no business that will be presented for consideration at the Special
Meeting, other than matters described in the Proxy Statement.
Voting of Proxies
This proxy solicitation by the Board of Directors of the Company is
intended to afford Shareholders the opportunity to vote on the
Amendments and such other matters, if any , as may be properly brought
before the Special Meeting. The proxy permits a Shareholder to abstain
from voting on any matter if the Shareholder so chooses.
A Shareholder may revoke a proxy by delivering a signed written
notice to T. Brent Chapel, the Chief Financial Officer of the Company,
prior to the exercise of the proxy, by executing a subsequent proxy, or by
voting in person at the Special Meeting. The shares represented by all
properly executed proxies which specify a choice with respect to a matter
and are received prior to the Special Meeting will be voted accordingly
unless the proxy is revoked. In the absence of specific instructions, proxies
will be voted in favor of the Amendments in accordance with the discretion
of the person(s) voting the proxy with respect to all other matters properly
coming before the Special Meeting. The cost of soliciting proxies will be
borne by the Company. Solicitation will be made by mail, but also may be
made by telephone by certain officers and employees of the Company who
will not receive additional compensation.
VOTING OF SHARES
Only holders of the Company's common stock, no par value
("Common Stock") of record at the close of business on June 26, 1998 (the
"Record Date") will be entitled to vote at the Special Meeting. On the Record
Date, the Company had 14,000,000 shares of voting Common Stock and
convertible preferred stock with voting rights, each such share entitling the
holder thereof to one vote on each matter to be voted on at the Special
Meeting. The holders of a majority of the shares entitled to vote and
represented in person or by proxy at the Special Meeting will constitute a
quorum for the transaction of business at the Special Meeting. In general,
shares of Common Stock represented by a properly signed and returned proxy
card will be counted as shares present and entitled to vote at the meeting for
purposes of determining a quorum, without regard to whether the card
reflects abstentions (or is left blank) or reflects a "broker non-vote" on a
matter (i.e., a card returned by a broker because voting instructions have not
been received and the broker has no discretionary authority to vote). Holders
of shares of Common Stock are not entitled to cumulative voting rights.
The affirmative vote of the holders of a two-thirds majority of the
outstanding shares of Common Stock is required for approval of the
Amendments. With respect to any other business transacted at the Special
Meeting, any Shareholder approval will require the affirmative vote of the
shares present and entitled to vote in person or by proxy on that matter (and
at least a majority of the minimum number of votes necessary for a quorum
to transact business at the Special Meeting). Shares represented by a proxy
card voted as abstaining on any of the proposals will be treated as shares
present and entitled to vote that were not cast in favor of a particular matter,
and thus will be counted as votes against the matter. Shares represented by a
proxy card including any broker non-vote on a matter will be treated as shares
not entitled to vote on that matter, and thus will not be counted in determining
whether that matter has been approved.
PRINCIPAL SHAREHOLDERS AND BENEFICIAL
OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company as of May 25, 1998,
unless otherwise noted, (a) by each Shareholder who is known by the
Company to own beneficially more than 5% of the outstanding Common
Stock, (b) the Directors and Chief Executive Officer of the Company and
(c) by all executive officers and Directors of the Company as a group. For
purposes of the following table, the number of shares and percent of
ownership of outstanding Common Stock that the named person
beneficially owns includes shares of Common Stock that such person has
the right to acquire within 60 days of May 25, 1998 upon exercise of
outstanding stock options and warrants, but such shares are not included
for the purposes of computing the number of shares beneficially owned and
percent of outstanding Common Stock of any other named person. Other
than T. Brent Chapel and Robert W. Chapel being brothers and Susan A.
Davis being the sister-in-law of T. Brent Chapel, there are no other
relationships between or among the officers and directors of the Company.
<TABLE>
<S> <C> <C>
Voting Stock
Shares Percent of
Name and Address of Beneficial Owner Beneficially Owned Shares
Outstanding
The Southern Group(1). . . . . . . . . . . . . . 5,457,928 39.0%
T. Brent Chapel(2)(3). . . . . . . . . . . . . . 5,494,517 39.3%
Edward J. Birrane, Jr.(4). . . . . . . . . . . . 5,487,928 39.1%
Benjamin P. Wall(5). . . . . . . . . . . . . . . 67,657 (6)
Robert W. Chapel(7). . . . . . . . . . . . . . . 5,477,928 (6)
Susan A. Davis(8). . . . . . . . . . . . . . . . 5,477,928 (6)
Michael J. Dugan (9) . . . . . . . . . . . . . . 5,477,928 (6)
Lee M. Gammill, Jr. (9). . . . . . . . . . . . . 20,000 (6)
Sidney C. Shaw (9) . . . . . . . . . . . . . . . 5,477,928 (6)
G. Vaughn Walton (10). . . . . . . . . . . . . . 19,476 (6)
Robert F. Meredith, III (10) . . . . . . . . . . 16,474 (6)
Bobby Williams (10). . . . . . . . . . . . . . . 14,325 (6)
Executive Officers and Directors as a group
(12 persons)(11) . . . . . . . . . . . . . . . 5,756,774 41.1%
</TABLE>
(1) The named beneficial owner's address is 7212 Old Stage Road, North
Bethesda, Maryland 20852-4439.
(2) The named beneficial owner is a Director or an executive officer of the
Company, with a business address of 7212 Old Stage Road, North Bethesda,
Maryland 20852-4439.
(3) The number and percent of shares includes the shares beneficially owned by
The Southern Group of which Mr. Chapel is a majority shareholder, a
director and the Chief Executive Officer, and 20,489 shares owned by
members of Mr. Chapel's family. Robert W. Chapel is the brother of Mr.
Chapel and Susan A. Davis is the sister-in-law of Mr. Chapel.
(4) The named beneficial owner is a Director and executive officer of the
Company. The number and percent of shares includes the shares beneficially
owned by The Southern Group, of which Mr. Birrane is a director and
executive officer, and stock options exercisable for the purchase of 30,000
shares of Common Stock.
(5) The named beneficial owner is a Director of the Company. The number and
percent of shares includes stock options exercisable for the purchase of
50,000 shares of Common Stock.
(6) The number of shares beneficially owned is less than one percent of the
outstanding beneficially owned shares.
(7) The named beneficial owner is a Director of the Company and the brother of
T. Brent Chapel and brother-in-law of Susan A. Davis. The number and
percent of shares includes stock options exercisable for the purchase of
20,000 shares of Common Stock.
(8) The named beneficial owner is a Director of the Company and the
sister-in-law of T. Brent Chapel and Robert W. Chapel. The number and
percent of shares includes stock options exercisable for the purchase of
20,000 shares of Common Stock.
(9) The named beneficial owner is a Director of the Company. The number and
percent of shares includes stock options exercisable for the purchase of
20,000 shares of Common Stock.
(10) The named beneficial owner is a Director of the Company. The number and
percent of shares includes stock options exercisable for the purchase of
10,000 shares of Common Stock.
(11) The number and percent of shares includes the 5,457,928 shares beneficially
owned by The Southern Group and stock options held by the directors and
executive officers exercisable for the purchase of 262,257 shares of Common
Stock.
PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED ARTICLES OF INCORPORATION
INTRODUCTION
The Company's Articles of Incorporation (the "Articles of Incorporation")
authorize the issuance of 14,000,000 shares of Common Stock. As of May 25, 1998,
14,000,000 shares of Common Stock were issued and outstanding.
The Company issued seven series of redeemable, convertible debentures (the
"Debentures") from September 15, 1997 through December 15, 1997. The holders of
the Debentures have the option to convert all or any amount of the outstanding
principal and accrued interest of the Debentures in excess of certain minimum
amounts, generally $10,000, to Common Stock, at a conversion price generally
equal to 75% to 80% of closing bid prices of the Common Stock (on a specified
date or a period preceding such date) as reported by the National Association of
Securities Dealers Electronic Bulletin Board ("Conversion Shares"). In
connection with the issuance and sale of the Debentures, the Company represented
to the Debenture holders that the Company would have available from its
authorized but unissued Common Stock enough shares to allow for such
conversions. In the event the Company fails to deliver the Common Stock upon
exercise of the conversion rights by the holders, the Company is subject to
certain penalty provisions which may have a material adverse effect upon the
Company. The Company has issued and delivered 2,776,689 shares of Common Stock
pursuant to the conversion of $2,443,000 of the principal amounts of the
Debentures. Currently, the Company has 2,847,014 shares of Common Stock held
in escrow pursuant to the terms of the Debentures for delivery upon exercise of
the conversion rights. Debenture holders with $1,566,668 have elected to be
redeemed. If the remaining outstanding principal and accrued interest of the
Debentures, which as of May 1, 1998 was in the aggregate amount of $5,866,657,
were converted at an assumed conversion rate of one share of Common Stock for
each dollar of outstanding principal and accrued interest under the
Debentures, the Company would exceed its total number of authorized shares by
3,255,544 shares, without giving effect to the exercise of outstanding warrants,
convertible preferred stock, and stock options. If no shares were redeemed and
all debentures are converted, the total number of authorized shares would be
exceeded by 4,822,212.
In addition, the Company issued to the holders of certain of the
Debentures warrants exercisable on or before October 31, 1999, for the purchase
of 675,000 shares of Common Stock at $3.00 to $4.00 per share (with a weighted
average exercise price of $3.50 per share). Furthermore, the Company granted
stock options to its directors, officers and employees exercisable for the
purchase of 385,466 shares of Common Stock.
Based upon the foregoing, the Company does not have a sufficient number of
authorized and unissued shares of Common Stock to perform it obligations under
the Debentures, the warrants and the outstanding stock options. According,
assuming conversion of the Debentures in full to shares of Common Stock as set
forth above and exercise of the warrants, convertible preferred stock, and stock
options in full, the authorized number of shares of Common Stock that may be
issued would be exceeded by 8,387,524.
SHARE AMENDMENT
The Articles of Amendment include an amendment to the Articles of
Incorporation which, upon its approval by the Shareholders, will increase the
number of authorized shares of Common Stock from 14,000,000 to 100,000,000 (the
"Share Amendment"). The Board of Directors is proposing the Share Amendment at
this time for the principal purpose of increasing the number of authorized
shares of Common Stock to permit issuance upon exercise of the conversion rights
under the Debentures and the exercise of outstanding warrants and stock options.
Of the 14,000,000 shares of Common Stock now authorized under the Articles
of Incorporation, at the close of business on the Record Date, all shares were
issued and outstanding without any shares being available to hold in reserve for
conversion of the Debentures and exercise of the outstanding warrants and stock
options. See "Description of Common Stock."
Assuming and giving effect to conversion of the Debentures in full at an
assumed conversion rate of one share of Common Stock for each dollar of
outstanding principal and accrued interest under the Debentures as set forth
above and exercise of the outstanding warrants, convertible preferred stock, and
stock options in full, the Company would issue 8,387,524 shares of Common Stock
pursuant thereto. Thereafter, there would be 77,612,476 unreserved shares of
authorized Common Stock available for issuance. However, shares of Common Stock
can be issued or reserved for issuance by the Board of Directors from time to
time without further Shareholder action, except to the extent Shareholder
approval may be required pursuant to the Louisiana Business Corporation Law
for proper corporate purposes, including stock dividends or stock
splits, employee incentives, raising equity capital and acquisitions.
The Board of Directors has concluded that it is in the best interests of
the Company and the Shareholders that the Share Amendment be approved. The
affirmative vote of the holders of a two-thirds majority of the outstanding
shares of Common Stock is required for approval of the Share Amendment.
The Board of Directors of the Company recommends a vote "For" adoption of
the Share Amendment. Proxies solicited by the Board of Directors will be so
voted unless Shareholders specify a contrary choice.
In the event the Share Amendment is not approved as proposed, the Board of
Directors anticipates causing a reverse split of the Company's outstanding
Common Stock which would reduce the number of outstanding shares of Common Stock
to permit issuance and delivery of the appropriate number of shares upon
conversion of the Debentures and exercise of the outstanding warrants and stock
options.
NAME CHANGE AMENDMENT
The Articles of Amendment include an amendment to the Articles of
Incorporation which, upon its approval by the Shareholders, will change the name
of the Company from "National Affiliated Corporation" to "Life One, Inc." (the
"Name Change Amendment"). The Board of Directors is proposing the Name Change
Amendment at this time for the principal purpose of more appropriately
associating the Company's name with its insurance business activities.
The Board of Directors has concluded that it is in the best interests of
the Company and the Shareholders that the Name Change Amendment be approved. The
affirmative vote of the holders of a two-thirds majority of the outstanding
shares of Common Stock is required for approval of the Name Change Amendment.
The Board of Directors of the Company recommends a vote "For" adoption of
the Name Change Amendment. Proxies solicited by the Board of Directors will be
so voted unless Shareholders specify a contrary choice.
DESCRIPTION OF COMMON STOCK
The Company is currently authorized to issue up to 14, 000,000 shares of
Common Stock. Upon approval of the Share Amendment the number of authorized
shares will be increased to 100,000,000. At the Record Date, there were
14,000,000 shares of Common Stock outstanding, held of record by approximately
5,000 Shareholders. The holders of outstanding shares of Common Stock are
entitled to receive dividends out of assets legally available at such times and
in such amounts as the Board of Directors may, from time to time, determine, and
upon liquidation and dissolution are entitled to receive all assets available
for distribution to the Shareholders. Holders of Common Stock are entitled to
one vote per share on matters voted upon by the Shareholders. The Common Stock
has no preemptive rights and no subscription, redemption or conversion
privileges. The Common Stock does not have cumulative voting rights, which means
that holders of a majority of shares voting for the election of directors can
elect all members of the Board of Directors subject to election. A majority
vote of shares represented at a meeting of Shareholders at which a quorum is
present is sufficient for all actions that require the vote or concurrence of
Shareholders, unless a high majority is required pursuant to the Louisiana
Business Corporation Law. All of the outstanding shares of Common Stock are
fully paid and non-assessable.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
It is anticipated that the next shareholders annual meeting will be held in
October 1998. Shareholder proposals intended to be presented in the proxy
materials relating to the 1998 Annual Meeting of Shareholders must be received
by the Company at its principal executive offices on or about August 30, 1998.
OTHER BUSINESS
The Company knows of no business that will be presented for consideration
at the Special Meeting other than that described in this Proxy Statement. As to
other business, if any, that may properly come before the Special Meeting, it is
intended that proxies solicited by the Board will be voted in accordance with
the judgment of the person or persons voting the proxies.
By Order of the Board of Directors
/s/ T. Brent Chapel
T. Brent Chapel
Vice-Chairman of the Board, and Chief Executive Officer
June 26, 1998
North Bethesda, Maryland
APPENDIX A
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NATIONAL AFFILIATED CORPORATION
On April 29, 1998, the Board of Directors of NATIONAL AFFILIATED
CORPORATION recommended that ARTICLE V of the Corporation's Articles of
Incorporation be amended under the powers reserved under ARTICLE VIII of the
Articles of Incorporation and under the Business Corporation Law of the State of
Louisiana. On July 11, 1998, the Board of Directors of NATIONAL AFFILIATED
CORPORATION recommended that ARTICLE I of the Corporation's Articles of
Incorporation be amended under the powers reserved under ARTICLE VIII of the
Articles of Incorporation and under the Business Corporation Law of the State of
Louisiana. The recommendation of the Board of Directors was approved by the
holders of more than two-thirds of the outstanding Common Shares as of June 26,
1998, at the Special Meeting of Shareholders held on July 31, 1998. Pursuant to
such authorizations, the Corporation's Articles of Incorporation are hereby
amended as follows:
(1) Article I of the Corporation's Articles of Incorporation is amended by
deleting Article I in its entirety and substituting the following:
ARTICLE I
NAME: The name of the corporation (which shall hereinafter be known as the
"Corporation") is:
LIFE ONE, INC.
(2) Article V of the Corporation's Articles of Incorporation is amended by
deleting the first paragraph through subsection B of Article V and
substituting in place thereof the follow paragraphs:
"AUTHORIZED SHARES: The Corporation is authorized
to issue two (2) classes of stock designed respectively as (1)
PREFERRED STOCK; and, (2) COMMON STOCK. The total
number of shares which the Corporation is authorized to issue is
101,500,000 divided into the classes hereinafter noted:
Designation of Class No. of Shares Authorized
1) PREFERRED STOCK 1,500,000
($100 Par Value Each)
2) COMMON STOCK 100,000,000
(No Par Value, the
"Common Shares")
A statement of the designations of the authorized classes of
stock or of any series thereof, and the powers, preferences and relative,
participating, optimal and other rights and qualifications, limitations
or restrictions thereof, or of the authority of the Board of Directors to
fix by resolution or resolutions such designations, are as follows:
A. PREFERRED STOCK
Shares of Preferred Stock may be issued from time to time in
one or more series.
The Board of Directors is hereby authorized, within the
limitations and restrictions stated in this Article V, to fix by resolution
or resolutions the designations of each series of Preferred Stock,
including preemptive rights and powers, preferences and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions thereof, including, without limiting the
generality of the foregoing, such provisions as may be desired
concerning voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such other subjects
or matters as may be fixed by resolution or resolutions of the Board of
Directors under the Business Corporation Law of Louisiana.
Unless otherwise specified by the Board of Directors in the
resolution or resolutions fixing the terms of any series of Preferred
Stock, or by these Articles of Incorporation or the Business
Corporation Law of Louisiana, all outstanding shares of Preferred
Stock having voting power shall vote together as one class and without
regard to series and shall possess no preemptive rights. With respect
to any voting rights that are so conferred, each share of preferred stock
shall be entitled to one vote only and shall not be entitled to vote said
shares cumulatively, unless such right shall be conferred upon such
stockholders by resolution of the Board of Directors or by the Business
Corporation Law of the State of Louisiana.
If any proposed amendment to the Articles of Incorporation
would alter or change the preferences, special rights or powers given
to any one or more outstanding series of Preferred Stock, so as to affect
such series adversely or would authorize issuance of a class or classes
of stock having preferences or rights with respect to dividends or
dissolution or the distribution of assets that would be superior to the
preference or rights of such series of Preferred Stock so affected by the
amendment shall be entitled to vote as a series upon such amendment,
and the affirmative vote of two-thirds (2/3rds) of the outstanding
shares of each series shall be necessary for the adoption thereof, in
addition to such other vote as may be required by the Business
Corporation Law of Louisiana.
B. COMMON SHARES
The Common Shares, except as otherwise determined by the
Board of Directors, shall be the only Class of stock entitled to vote for
the balance of the Directors of the Corporation. The voting privileges
attaching to the Common Shares shall be further subject to any rights
that may be conferred on the Preferred Stock of the Corporation either
by act of the Board of Directors or stockholders or by reason of the
operation of the Business Corporation Law of Louisiana.
This Class of stock shall be referred to as the "Common
Shares" or the "Common Stock."
I, THE UNDERSIGNED, being the President of NATIONAL AFFILIATED
CORPORATION, do hereby declare that the above amendments to the Corporation's
Articles of Incorporation were and have been made pursuant to all lawful action
of the Board Directors and in response to the vote of those stockholders
entitled to vote thereon. I do hereby further declare that the above statements
are true and that this Certificate of Amendment constitutes my act and deed, and
accordingly, have hereunto set my hand this day of July, 1998.
T. Brent Chapel,
President
STATE OF LOUISIANA )
) SS:
PARISH OF RAPIDES )
BE IT REMEMBERED that on this day of July, 1998, personally came
before me a Notary Public of the State of Louisiana and Parish of Rapides,
T. Brent Chapel, the party to the foregoing Articles of Amendment of the
Articles of Incorporation, known to me personally to be such and acknowledged
the said Articles of Amendment to be his act and deed and that the facts stated
herein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
NOTARY
PUBLIC
[NOTARY SEAL] My Commission
Expires:
NATIONAL AFFILIATED CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints T. Brent Chapel and Mary K. Descant, as
Proxies, each with full power of substitution, and hereby authorizes each of
them to represent and to vote, as designated below, all the shares of Common
Stock of National Affiliated Corporation (the "Company") held of record by the
undersigned as of June 26, 1998, at the Special Meeting of Shareholders to be
held on July 31, 1998, or any adjournment thereof.
1. PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK OF THE COMPANY FROM 14,000,000 TO 100,000,000.
|_| FOR |_| AGAINST |_| ABSTAIN
2. PROPOSAL TO CHANGE THE NAME OF THE COMPANY FROM
"NATIONAL AFFILIATED CORPORATION" TO "LIFE ONE, INC."
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND 2
ABOVE. Please sign exactly as name appears below. 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 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.
Dated:_____________, 1998
______________________________________
Signature
______________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
[Place Shareholder Sticker here.]
