AMERICAN GENERAL VENTURES INCORPORATED
A PUBLICLY TRADED COMPANY - OTCBB SYMBOL AMGV
1065 Elkton Drive
Colorado Springs, CO 80907
(719) 532-9442 Fax (719) 532-1547
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 8TH, 1997
To the Stockholders of American General Ventures Incorporated:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of American General Ventures (the "Parent Company") will be held at
10:00 a.m. local time, on Thursday, May 8th, 1997, at 1065 Elkton Drive,
Colorado Springs, CO, for the following purposes:
1. To approve the reverse split of the Parent Company's Common Stock.
2. To approve the recapitalization of the Parent Company's wholly owned
subsidiaries, ACI Micro Systems, Inc. and Your Attache, Inc., described
herein.
Stockholders of record at the close of business on March 31, 1997 are entitled
to notice of, and to vote at, the Special Meeting or any adjournment thereof.
All stockholders are cordially invited to attend the Special Meeting.
By order of the Board of Directors
Christopher Walker
Secretary
Colorado Springs, CO
April 7, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY (ON BLUE PAPER) AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE IN ORDER TO INSURE REPRESENTATION OF YOUR SHARES.
<PAGE>
AMERICAN GENERAL VENTURES INCORPORATED
A PUBLICLY TRADED COMPANY - OTCBB SYMBOL AMGV
1065 Elkton Drive
Colorado Springs, CO 80907
PROXY STATEMENT FOR SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON MAY 8TH, 1997
This Proxy Statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of American General Ventures Incorporated
(the "Parent Company") for use at a Meeting of Stockholders (the "Meeting") to
be held at 10:00 a.m. local time, at 1065 Elkton Drive, Colorado Springs, CO,
May 8, 1997 and at any adjournment thereof.
Proxies
All proxies for the Meeting will be voted in accordance with the instructions
contained therein, and if no choice is specified, the proxies will be voted in
favor of the proposal set forth in the Notice of Special Meeting. Any proxy may
be revoked by a stockholder at any time before it is exercised by giving written
notice to that effect to the Secretary of the Parent Company.
Record Date
Stockholders of record on March 31, 1997 are entitled to notice of, and to vote
at, the Meeting. At the close of business on March 31, 1997 there were
outstanding and entitled to vote 11,083,333 shares of Common Stock, $.001 par
value per share Common Stock of the Parent Company. Each share of Common Stock
entitles the holder thereof to one vote.
Votes Required
The affirmative vote of the holders of a majority of the outstanding shares of
Common Stock is required to approve the Recapitalization of the Parent Company's
subsidiaries and the Reverse Split of the Parent Company's Common Stock.
ITEM 1 -- REVERSE STOCK SPLIT
-----------------------------
The Board of Directors has approved, subject to stockholder approval, a
reverse split of the Parent Company's Common Stock described below (the "Reverse
Stock Split").
Purpose of Reverse Stock Split
The purpose of the Reverse Stock Split is to reduce the number of the
outstanding shares of common stock. The Parent Company plans to eventually have
its common stock traded on NASDAQ. Without a reverse split, the Parent Company's
stock would not likely be acceptable to NASDAQ. A second purpose for the Reverse
Stock Split is to streamline the capital structure of the Parent Company to
facilitate interest from Broker/Dealers to continue developing a public market
for the Parent Company's common stock.
<PAGE>
Effects of Reverse Stock Split
Each ten (10) shares of common stock will be converted to one (1) share of
common stock. The number of outstanding shares of common stock will be reduced
from eleven million eighty three thousand three hundred and thirty three
(11,083,333) shares to one million one hundred eight thousand three hundred
thirty three (1,108,333) shares.
Recommendation
The Board of Directors believes that the Reverse Stock Split is in the best
interests of the Parent Company and its stockholders and recommends a vote FOR
this proposal.
ITEM 2 -- RECAPITALIZATION
--------------------------
The Board of Directors has approved, subject to stockholder's approval, the
recapitalization of the Parent Company's wholly owned subsidiaries as described
below (the "Recapitalization").
Purpose of Recapitalization
The purpose of the Recapitalization of the Parent Company's subsidiaries
(ACI Micro Systems, Inc. & Your Attache, Inc.) is to preserve and insure that
the percentage and number of shares of ownership of the shareholders in the
Parent Company is the same in the subsidiaries.
Effect of Recapitalization
As a result of the Recapitalization, the Parent Company and both of its
subsidiaries will have nine hundred million (900,000,000) shares of Common Stock
and eight million (8,000,000) shares of "blank check" Preferred stock
authorized. The issuance of the Preferred Stock, while providing desirable
flexibility in connection with possible financing, acquisitions and other
corporate purposes, could adversely affect the rights of the holders of Common
Stock and, under certain circumstances, be used as a means of discouraging,
delaying or preventing a change of control in the Parent Company's subsidiaries.
The Parent Company's subsidiaries do not have any present plans to issue shares
of Common Stock or Preferred Stock. If the Parent Company spins off one or more
of its subsidiaries through a merger, sale or acquisition, the shareholders of
the Parent Company will own the same number of shares of the spun off
subsidiary.
Recommendation
The Board of Directors believes that the Recapitalization is in the best
interests of the Parent Company and its stockholders and recommends a vote FOR
this proposal.
<PAGE>
OTHER MATTERS
-------------
The Parent Company's management does not know of any other matters which
may come before the Special Meeting. However, if any other matters are properly
presented to the Special Meeting, it is the intention to vote, or otherwise act,
in accordance with such matters.
By Order of the Board of Directors
Christopher Walker
Secretary
April 7, 1997
<PAGE>
APPENDIX A
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
Please circle "for" or "against" on this blue paper to indicate how your shares
will be voted. Then sign and return this blue paper to Company headquarters.
Your vote must be received prior to the Meeting of Shareholders, May 8, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
American General Ventures, Inc.
1065 Elkton Drive
Colorado Springs, CO 80907
- --------------------------------------------------------------------------------
PROXY BALLOT
I. Reverse Stock Split
The purpose of the Reverse Stock Split is to reduce the number of the
outstanding and authorized shares of common stock. The Parent Company plans to
eventually have its common stock traded on NASDAQ. Without a reverse split, the
Parent Company's stock would not likely be acceptable to NASDAQ. A second
purpose for the Reverse Stock Split is to streamline the capital structure of
the Parent Company to facilitate interest from Broker/Dealers to continue
developing a public market for the Parent Company's common stock.
For Against
II. Recapitalization
As a result of the Recapitalization, the Parent Company and both of its
subsidiaries will have nine hundred million (900,000,000) shares of Common Stock
and eight million (8,000,000) shares of "blank check" Preferred stock
authorized. The issuance of the Preferred Stock, while providing desirable
flexibility in connection with possible financing, acquisitions and other
corporate purposes, could adversely affect the rights of the holders of Common
Stock and, under certain circumstances, be used as a means of discouraging,
delaying or preventing a change of control in the Parent Company's subsidiaries.
The Parent Company's subsidiaries do not have any present plans to issue shares
of Common Stock or Preferred Stock. If the Parent Company spins off one or more
of its subsidiaries through a merger, sale or acquisition, the shareholders of
the Parent Company will own the same number of shares of the spun off
subsidiary.
For Against
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before said Meeting or any adjournment therof.
Please be sure to sign and date this Proxy. Date
-------------------------
- ------------------------------ ------------------------------
Shareholder sign here Co-owner sign here
