PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
JNS MARKETING, INC.
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
_______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
(5) Total fee paid:
_______________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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JNS MARKETING, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1998
Notice is hereby given that a Special Meeting of the Shareholders (the
"Meeting") of JNS Marketing, Inc., a Colorado corporation (the "Company"), will
be held at 3:00 P.M. on May 13, 1998, at the offices of Schlueter & Associates,
P.C., 1050 Seventeenth Street, Suite 1700, Denver, Colorado 80265, and any
adjournments or postponements thereof (the "Special Meeting") for the following
purposes:
1. To authorize the Board of Directors to effect a 1-for-100 reverse
stock split (the "Reverse Stock Split") of the Company's outstanding
Common Stock, with such post-split shares of Common Stock being
referred to herein as the "New Common Stock" and to amend (the
"Amendment") the Company's Articles of Incorporation, as amended, with
respect thereto.
2. To act upon such other matters as may properly come before the Meeting
or any adjournments thereof.
Only shareholders of record at the close of business on April 20, 1998,
shall be entitled to notice of and to vote at the Meeting or any adjournments
thereof. All shareholders are cordially invited to attend the Meeting in person.
By Order of the Board of Directors
David J. Gregarek, Chairman of the Board
April 20, 1998
Denver, Colorado
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF COMMON
STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED
FOR THAT PURPOSE.
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JNS MARKETING, INC.
1050 Seventeenth Street, Suite 1700
Denver, Colorado 80265
PROXY STATEMENT
Dated April 20, 1998
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 13, 1998
GENERAL
-------
This Proxy Statement is being furnished to the shareholders of JNS
Marketing, Inc., a Colorado corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors") from holders (the "Shareholders") of outstanding shares of common
stock, no par value, of the Company (the "Common Stock"), for use at the Special
Meeting of the Shareholders to be held at 3:00 P.M. on May 13, 1998, at the
offices of Schlueter & Associates, P.C., 1050 Seventeenth Street, Suite 1700,
Denver, Colorado 80265, and any adjournments or postponements thereof (the
"Special Meeting"). This Proxy Statement, Notice of Special Meeting of
Shareholders and the accompanying Proxy Card are first being mailed to
shareholders on or about April 24, 1998.
VOTING SECURITIES AND VOTE REQUIRED
-----------------------------------
Only Shareholders of record at the close of business on April 20, 1998,
(the "Record Date") are entitled to notice of and to vote the shares of Common
Stock, no par value, of the Company held by them on such date at the Meeting or
any and all adjournments thereof. As of the Record Date, 25,182,245 shares of
Common Stock were outstanding. There was no other class of voting securities
outstanding at that date.
Each share of Common Stock held by a Shareholder entitles such Shareholder
to one vote on each matter that is voted upon at the Meeting or any adjournments
thereof.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Meeting. Assuming that a quorum is present, (i) the affirmative vote of the
holders of a majority of the shares of Common Stock outstanding will be required
to authorize the Board of Directors to effect the Reverse Stock Split and to
amend (the "Amendment") the Company's Articles of Incorporation, as amended,
with respect thereto.
Abstentions and broker "non-votes" will be counted toward determining the
presence of a quorum for the transaction of business; however, abstentions will
have the effect of a negative vote on the proposals being submitted. Abstentions
may be specified on all proposals. A broker "non-vote" will have no effect on
the outcome of any of the proposals.
If the accompanying proxy is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying Proxy will vote "FOR" the Reverse Stock Split and
the amendment to the Company's Articles of Incorporation to effect the Reverse
Stock Split and as recommended by the Board of Directors with regard to any
other matters or if no such recommendation is given, in their own discretion.
The Company's officers and directors have advised the Company that they intend
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to vote their shares (including those shares over which they hold voting power),
representing approximately 68.3% of the outstanding shares of Common Stock, in
favor of the above proposal. Each Proxy granted by a Shareholder may be revoked
by such Shareholder at any time thereafter by writing to the Secretary of the
Company prior to the Meeting, or by execution and delivery of a subsequent Proxy
or by attendance and voting in person at the Meeting, except as to any matter or
matters upon which, prior to such revocation, a vote shall have been cast
pursuant to the authority conferred by such Proxy.
The cost of soliciting these Proxies, consisting of the printing, handling
and mailing of the Proxy and related material, and the actual expense incurred
by brokerage houses, custodians, nominees and fiduciaries in forwarding proxy
materials to the beneficial owners of the shares of Common Stock, will be paid
by the Company.
In order to assure that there is a quorum, it may be necessary for certain
officers, directors and other representatives of the Company to solicit Proxies
by telephone or telegraph or in person. These persons will receive no extra
compensation for their services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
----------------------------------------
OWNERS AND MANAGEMENT
---------------------
The following table sets forth information as of the Record Date
concerning: (i) each person who is known by the Company to own beneficially more
than 5% of the Company's outstanding Common Stock; (ii) each of the Company's
executive officers and directors; and (iii) all executive officers and directors
as a group. Common Stock not outstanding but deemed beneficially owned by virtue
of the right of an individual to acquire shares within 60 days is treated as
outstanding only when determining the amount and percentage of Common Stock
owned by such individual. Except as noted, each person or entity has sole voting
and sole investment power with respect to the shares shown.
SHARES BENEFICIALLY OWNED
-------------------------
Amount and Nature of Percent of
Name Position Beneficial Ownership Ownership
- ---- -------- -------------------- ---------
David J. Gregarek Director and 5,734,648 22.7%
71 Spyglass Drive Executive
Littleton, Colorado 80123 Officer
Frederick R. Huttner(1) Director and 5,734,648 22.7%
13634 Taylor Crest Road Executive
Houston, Texas 77079 Officer
Henry F. Schlueter Director and 5,734,649 22.7%
1050 17th Street, Executive
Suite 1700 Officer
Denver, Colorado 80265
Jerrold D. Burden Shareholder 5,734,648 22.7%
6970 S. Holly Circle #105
Englewood, CO 80021
Officers and Directors 17,203,945 68.3%
as a Group (3 persons)
- ---------------------------------
(1) Includes 3,932,330 shares owned of record by the Frederick R. Huttner SEP
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Change in Control of Registrant
In July 1997, the Plan and Agreement of Reorganization (the "Plan") entered
into by the Company and Cedar Pacific Golf Properties on May 12, 1994 was
rescinded due to the failure to fulfill certain of the conditions to which the
Plan was subject. The 22,938,593 shares of Common Stock, which previously
constituted control of the Company, issued to Howard and Lucy Arnaiz, Steven and
Diane Malcoun, H.D. Arnaiz, Ltd., Omega Resources, a Limited Partnership,
Blazing Sunsets, a Limited Partnership and Matt Lucas pursuant to the Plan were
returned to the Company and restored to the status of authorized but unissued
shares.
On July 2, 1997, the Company entered into a Stock Purchase Agreement (the
"Agreement") with David J. Gregarek, Frederick R. Huttner, the Frederick R.
Huttner SEP, Henry F. Schlueter and Jerrold D. Burden (the "Purchasers")
pursuant to which the Company issued and sold, and the Purchasers purchased an
aggregate of 22,938,593 shares of Common Stock of the Company, which constitutes
approximately 91% of the outstannding shares of Common Stock. The Purchasers
paid an aggregate of $70,000 for the Common Stock, which amounts were derived
from the Purchasers' personal funds.
The rescinding of the Plan and return of the shares previously issued
pursuant to the Plan, and the issuance of the 22,938,593 shares pursuant to the
Agreement, together, resulted in a change in control of the Company.
Pursuant to the Agreement, the previous directors of the Company resigned
from their positions and Messrs. Gregarek, Delaney and Schlueter were elected to
the Board of Directors.
PROPOSAL 1
----------
PROPOSED REVERSE STOCK SPLIT
----------------------------
The Board of Directors has authorized, subject to Shareholder approval, a
1-for-100 Reverse Stock Split of the Company's outstanding Common Stock. The
intent of the Reverse Stock Split is to increase the number of authorized but
unissued shares of Common Stock and thereby to better position the Company for a
merger or acquisition.
If the Reverse Stock Split is approved by the Shareholders at the Meeting,
it will become effective upon filing the appropriate amendment to the Company's
Articles of Incorporation with the Colorado Secretary of State. The filing will
be made as soon as practicable following approval by the Shareholders. The form
of amendment to the Articles of Incorporation is attached as Exhibit A, and
reference is made to the Amendment for the complete terms thereof.
Purposes And Effects Of The Reverse Stock Split
The Company's Articles of Incorporation authorize the issuance of fifty
million (50,000,000) shares of Common Stock, no par value. As of the Record
Date, 25,182,245 shares of Common Stock were issued and outstanding.
Consummation of the Reverse Stock Split will not alter the number of authorized
shares of Common Stock, which will remain fifty million (50,000,000) shares. The
Reverse Stock Split will reduce the number of shares of Common Stock outstanding
from 25,182,245 shares (as of the Record Date) to approximately 251,823 shares
(assuming that no additional shares of Common Stock are issued by the Company
after the Record Date) and will increase the number of authorized and unissued
shares of Common Stock from 24,817,755 (as of the Record Date) to approximately
49,748,177 (assuming that no additional shares of Common Stock are issued by the
Company after the Record Date). Therefore, the Reverse Stock Split will better
position the Company for a merger or acquisition by enabling the Company to
issue a larger number of shares in such a transaction. The Common Stock will
continue to be no par value common stock following the Reverse Stock Split.
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<PAGE>
At the Effective Date, each share of Common Stock of the Company issued and
outstanding immediately prior thereto (the "Old Common Stock"), will be
reclassified as and changed into one (appropriate fraction) of a share of the
Company's Common Stock, no par value per share (the "New Common Stock"), subject
to the treatment of fractional share interests as described below. Shortly after
the Effective Date, the Company will send transmittal forms to the holders of
the Old Common Stock to be used in forwarding their certificates formerly
representing shares of Old Common Stock for surrender and exchange for
certificates representing whole shares of New Common Stock. No certificates or
scrip representing fractional share interests in the New Common Stock will be
issued, and no such fractional share interest will entitle the holder thereof to
vote or to any rights of a shareholder of the Company. In lieu of any such
fractional share interest, each holder of Old Common Stock who would otherwise
be entitled to receive a fractional share of New Common Stock will, in lieu
thereof, receive one full share upon surrender of certificates formerly
representing Old Common Stock held by such holder.
Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of the material federal income tax consequences
of the proposed Reverse Stock Split. This summary does not purport to be
complete and does not address the tax consequences to holders that are subject
to special tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident alien
individuals, broker-dealers and tax-exempt entities. This summary is based on
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
and proposed regulations, court decisions and current administrative rulings and
pronouncements of the Internal Revenue Service ("IRS"), all of which are subject
to change, possibly with retroactive effect, and assumes that the New Common
Stock will be held as a "capital asset" (generally, property held for
investment) as defined in the Code. Holders of Old Common Stock are advised to
consult their own tax advisers regarding the federal income tax consequences of
the proposed Reverse Stock Split in light of their personal circumstances and
the consequences under state, local and foreign tax laws.
1. The reverse split will qualify as a recapitalization described in
Section 368(a)(1)(E) of the Code.
2. No gain or loss will be recognized by the Company in connection with
the reverse split.
3. No gain or loss will be recognized by a Shareholder who exchanges all
of his shares of Old Common Stock solely for shares of New Common
Stock.
4. The aggregate basis of the shares of New Common Stock to be received
in the Reverse Stock Split (including any whole shares received in
lieu of fractional shares) will be the same as the aggregate basis of
the shares of Old Common Stock surrendered in exchange therefor.
5. The holding period of the shares of New Common Stock to be received in
the Reverse Stock Split (including any whole shares received in lieu
of fractional shares) will include the holding period of the shares of
Old Common Stock surrendered in exchange therefor.
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THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY,
EACH HOLDER OF COMMON STOCK OF THE COMPANY IS URGED TO CONSULT WITH HIS OWN TAX
ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK
SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL,
FOREIGN OR OTHER TAXING JURISDICTION.
Board Recommendation
The Board recommends a vote FOR the adoption of the Reverse Stock Split and
the amendment to the Articles of Incorporation to effect the Reverse Stock Split
and each of the resolutions with respect thereto set forth in Exhibit B hereto.
GENERAL
1997 Annual Report on Form 10-KSB
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH SHAREHOLDER OF RECORD AS
OF THE RECORD DATE, UPON WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997,
INCLUDING FINANCIAL STATEMENTS, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. REQUESTS SHOULD BE MAILED TO THE COMPANY C/O SCHLUETER & ASSOCIATES,
P.C., 1050 SEVENTEENTH STREET, SUITE 1700, DENVER, COLORADO 80265, ATTENTION:
HENRY F. SCHLUETER.
Other Matters
The Board of Directors does not know of any matters that are to be
presented at the Special Meeting other than those stated in the Notice of
Special Meeting and referred to in this Proxy Statement. If any other matters
should properly come before the Meeting, it is intended that the proxies in the
accompanying form will be voted as the persons named therein may determine in
their discretion.
Shareholders Proposals
The Company anticipates holding an Annual Meeting of Shareholders on or
about March 12, 1999. If any Shareholder of the Company intends to present a
proposal for consideration at the 1999 Annual Meeting of Shareholders and
desires to have such proposal included in the proxy statement and form of proxy
distributed by the Board of Directors with respect to such meeting, such
proposal must be received at the Company's offices, C/O Schlueter & Associates,
P.C., 1050 Seventeenth Street, Suite 1700, Denver, Colorado 80265, Attention:
Henry F. Schlueter, not later than October 15, 1998.
By Order of the Board of Directors
David J. Gregarek, Chairman of the Board
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EXHIBIT A
ARTICLES OF AMENDMENT
OF
THE ARTICLES OF INCORPORATION
OF
JNS MARKETING, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation has adopted the following Articles of Amendment to its
Articles of Incorporation.
FIRST: The name of the Corporation is JNS Marketing, Inc.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended, and a reverse stock split in the ratio of 1-for-100 is hereby effected,
by the addition of the following provision to the end of Article IV thereof:
"Reverse Stock Split. Simultaneously with the effective date of this
amendment (the "Effective Date"), each share of the Corporation's Common Stock,
no par value, issued and outstanding immediately prior to the Effective Date
(the "Old Common Stock") shall automatically and without any action on the part
of the holder thereof be reclassified as and changed, pursuant to a reverse
stock split (the "Reverse Stock Split"), into a fraction thereof of 1/100 of a
share of the Corporation's outstanding Common Stock, no par value (the "New
Common Stock"), subject to the treatment of fractional share interests as
described below. Each holder of a certificate or certificates which immediately
prior to the Effective Date represented outstanding shares of Old Common Stock
(the "Old Certificates," whether one or more) shall be entitled to receive, upon
surrender of such Old Certificates to the Corrporation's Transfer Agent for
cancellation, a certificate or certificates (the "New Certificates," whether one
or more) representing the number of whole shares of the New Common Stock into
which and for which the shares of the Old Common Stock formerly represented by
such Old Certificates so surrendered are reclassified under the terms hereof.
From and after the Effective Date, Old Certificates shall represent only the
right to receive New Certificates pursuant to the provisions hereof. No
certificates or scrip representing fractional share interests in New Common
Stock will be issued, and no such fractional share interest will entitle the
holder thereof to vote, or to any rights of a shareholder of the Corporation.
Any fraction of a share of New Common Stock to which the holder would otherwise
be entitled will be adjusted upward to the nearest whole share. If more than one
Old Certificate shall be surrendered at one time for the account of the same
Shareholder, the number of full shares of New Common Stock for which New
Certificates shall be issued shall be computed on the basis of the aggregate
number of shares represented by the Old Certificates so surrendered. In the
event that the Corporation's Transfer Agent determines that a holder of Old
Certificates has not tendered all his certificates for exchange, the Transfer
Agent shall carry forward any fractional share until all certificates of that
holder have been presented for exchange such that payment for fractional shares
to any one person shall not exceed the value of one share. If any New
Certificate is to be issued in a name other than that in which the Old
Certificates surrendered for exchange are issued, the Old Certificates so
surrendered shall be properly endorsed and otherwise in proper form for
transfer. From and after the Effective Date, the amount of capital represented
by the shares of the New Common Stock into which and for which the shares of the
Old Common Stock are reclassified under the terms hereof shall be the same as
the amount of capital represented by the shares of Old Common Stock so
reclassified, until thereafter reduced or increased in accordance with
applicable law."
THIRD: By written informal action, unanimously taken by the Board of
Directors of the Corporation effective the 18th day of March, 1998, pursuant to
and in accordance with Sections 7-108-202 and 7-110-103 of the Colorado Business
Corporation Act, the Board of Directors of the Corporation duly adopted and
recommended the amendment described above to the Corporation's shareholders for
their approval.
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FOURTH: Notice having been properly given to the shareholders in accordance
with Sections 7-107-105 and 7-110-103, at a meeting of shareholders held on May
13 1998, the number of votes cast for the amendment by the shareholders entitled
to vote on the amendment was sufficient for approval by the shareholders.
IN WITNESS WHEREOF, JNS Marketing, Inc. has caused these presents to be
signed in its name and on its behalf by David J. Gregarek, its President, and
its corporate seal to be hereunder affixed and attested by Henry F. Schlueter,
its Secretary, on this _______ day of _________________, 1998, and its President
acknowledges that these Articles of Amendment are the act and deed of JNS
Marketing, Inc. and, under the penalties of perjury, that the matters and facts
set forth herein with respect to authorization and approval are true in all
material respects to the best of his knowledge, information and belief.
ATTEST: JNS MARKETING, INC.
By:_____________________________ By:__________________________________
Henry F. Schlueter, Secretary David J. Gregarek, President
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EXHIBIT B
THE REVERSE STOCK SPLIT
RESOLVED, that the Board of Directors be, and it hereby is, authorized to
effect a Reverse Stock Split in accordance with the following Resolutions.
FURTHER RESOLVED, that Article IV of the Company's Articles of
Incorporation be amended by the addition of the following provision:
Simultaneously with the effective date of this amendment (the "Effective
Date"), each share of the Corporation's Common Stock, no par value, issued and
outstanding immediately prior to the Effective Date (the "Old Common Stock")
shall automatically and without any action on the part of the holder thereof be
reclassified as and changed, pursuant to a reverse stock split (the "Reverse
Stock Split"), into a fraction thereof of 1/100 of a share of the Corporation's
outstanding Common Stock, no par value (the "New Common Stock"), subject to the
treatment of fractional share interests as described below. Each holder of a
certificate or certificates which immediately prior to the Effective Date
represented outstanding shares of Old Common Stock (the "Old Certificates,"
whether one or more) shall be entitled to receive, upon surrender of such Old
Certificates to the Corrporation's Transfer Agent for cancellation, a
certificate or certificates (the "New Certificates," whether one or more)
representing the number of whole shares of the New Common Stock into which and
for which the shares of the Old Common Stock formerly represented by such Old
Certificates so surrendered are reclassified under the terms hereof. From and
after the Effective Date, Old Certificates shall represent only the right to
receive New Certificates pursuant to the provisions hereof. No certificates or
scrip representing fractional share interests in New Common Stock will be
issued, and no such fractional share interest will entitle the holder thereof to
vote, or to any rights of a shareholder of the Corporation. Any fraction of a
share of New Common Stock to which the holder would otherwise be entitled will
be adjusted upward to the nearest whole share. If more than one Old Certificate
shall be surrendered at one time for the account of the same Shareholder, the
number of full shares of New Common Stock for which New Certificates shall be
issued shall be computed on the basis of the aggregate number of shares
represented by the Old Certificates so surrendered. In the event that the
Corporation's Transfer Agent determines that a holder of Old Certificates has
not tendered all his certificates for exchange, the Transfer Agent shall carry
forward any fractional share until all certificates of that holder have been
presented for exchange such that payment for fractional shares to any one person
shall not exceed the value of one share. If any New Certificate is to be issued
in a name other than that in which the Old Certificates surrendered for exchange
are issued, the Old Certificates so surrendered shall be properly endorsed and
otherwise in proper form for transfer. From and after the Effective Date, the
amount of capital represented by the shares of the New Common Stock into which
and for which the shares of the Old Common Stock are reclassified under the
terms hereof shall be the same as the amount of capital represented by the
shares of Old Common Stock so reclassified, until thereafter reduced or
increased in accordance with applicable law.
FURTHER RESOLVED, that at any time prior to the filing of the foregoing
amendment to the Company's Articles of Incorporation effecting a Reverse Stock
Split, notwithstanding authorization of the proposed amendment by the
shareholders of the Company, the Board of Directors may abandon such proposed
amendment without further action by the shareholders.
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APPENDIX
JNS MARKETING, INC.
SPECIAL MEETING OF SHAREHOLDERS
May 13, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of JNS Marketing, Inc., a Colorado corporation
(the "Company"), acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement, dated April 20, 1998, and hereby appoints
David J. Gregarek and Henry F. Schlueter, or either of them, each with the power
of substitution, as Attorneys and Proxies to represent and vote all shares of
Common Stock of the Company which the undersigned would be entitled to vote at
the Special Meeting of Shareholders, and at any adjournment or adjournments
thereof, hereby revoking any proxy or proxies heretofore given and ratifying and
confirming all that said Attorneys and Proxies may do or cause to be done by
virtue thereof with respect to the following matters:
1. Approval of the Proposal to authorize the Board of Directors to effect
a 1-for-100 Reverse Stock Split of the Company's outstanding Common
Stock and to amend (the "Amendment") the Company's Articles of
Incorporation, as amended, with respect thereto.
FOR /___/ AGAINST /___/ ABSTAIN /___/
2. To act upon such other matters as may properly come before the Meeting
or any adjournments thereof.
This Proxy, when properly executed, will be voted as directed. If no direction
is indicated, the Proxy will be voted FOR the above proposal.
Dated:________________________, 1998 _________________________________
_________________________________
Please sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as it
appears hereon. When signing as joint tenants, all parties in the joint tenancy
must sign. When a proxy is given by a corporation, it should be signed by an
authorized officer and the corporate seal affixed. No postage is required if
returned in the enclosed envelope and mailed in the United States.
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
