NOTICE OF MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 2, 1998
To the Stockholders:
A Meeting of Stockholders (the "Meeting") of American General Ventures, Inc.
(the "Company") will be held at the Embassy Suites Hotel, 7290 Commerce Center
Drive, Colorado Springs, Colorado, on Friday, October, 2nd 1998 at 10:30 a.m.,
local time, to consider and act upon the following matters described in the
Proxy Statement:
1. To elect three directors for the ensuing year.
2. To transact such other business as may properly come before the Meeting or
any adjournments thereof.
Stockholders of record at the close of business on September 11th, 1998 are
entitled to notice of, and to vote at, the Meeting.
All stockholders are cordially invited to attend the Meeting.
By order of the Board of Directors
Steven H. Walker, Chairman
THE BOARD OF DIRECTORS CONSIDERS THE VOTE OF ALL STOCKHOLDERS TO BE IMPORTANT.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE PROXY AND MAIL IT PROMPTLY IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES
AT THE MEETING. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
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AMERICAN GENERAL VENTURES, INC.
3650 Austin Bluffs Parkway - Suite 138
Colorado Springs, CO 80918
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS October 2nd, 1998
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of American General Ventures, Inc. (the "Company") for
use at the Meeting of Stockholders of the Company (the "Meeting") to be held at
the Embassy Suites Hotel, 7290 Commerce Center Drive, Colorado Springs,
Colorado, at 10:30 a.m. on Friday October 2nd, 1998, (and at any adjournments
thereof), for the purposes set forth in the foregoing Notice.
The close of business on September 11th, 1998 has been established as the record
date for determining the stockholders entitled to notice of and to vote at the
Meeting, and to any adjournments thereof. As of the record date, there were
issued and outstanding and entitled to vote 11,671,268 shares of Common Stock of
the Company, par value $.001 per share ("Common Stock"). Holders of shares of
Common Stock are entitled to one vote for each share owned at the record date on
all matters to come before the meeting and any adjournments thereof.
All proxies will be voted in accordance with the instructions contained therein.
If no choice is specified, the proxies will be voted in favor of the proposal
set forth in the Notice and, with respect to any other business which may
properly come before the meeting, in the discretion of the named proxies. Any
proxy may be revoked by a stockholder at any time before it is exercised by
written revocation sent to Steven H. Walker, Chairman of the Company.
Votes Required
A quorum at the Meeting shall consist of one-third (1/3) of the outstanding
shares of Common Stock entitled to vote, represented in person or by proxy. The
two director nominees who receive a plurality of the votes cast by stockholders
entitled to vote at the Meeting will be elected. The affirmative vote of the
holders of a majority of the shares of Common Stock present or represented at
the Meeting and voting on the matters is required for the approval of the other
matters set forth in the foregoing notice.
Beneficial Ownership
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, as of September 11th, 1998, by all
directors and executive officers of the Company as a group.
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Name of Beneficial Number of Shares % of Common
Owners Beneficially Owned Stock Outstanding
- ------------------ ------------------ -----------------
Directors and Executive Officers
as a Group ........................... 6,079,700 52.1%
ELECTION OF DIRECTORS
The persons named in the enclosed Proxy will vote to elect as director the three
nominees named below. The Proxy may not be voted for more than three directors.
All of the directors so elected will serve until the next Meeting of
Stockholders and until their respective successors are elected and qualified. If
a nominee becomes unavailable, the person acting under the Proxy may vote the
Proxy for the election of a substitute. It is not presently contemplated that
either of the nominees will be unavailable.
The following table sets forth the name and age of each nominee and the
positions and offices held, principal occupation and business experience and the
year in which the nominee became a director of the Company:
Director
Name and Principal Occupation Age Since
- ----------------------------- --- -----
Steven H. Walker Ph.D. .............................. 60 1984
Chairman of the Board Directors, President
and Chief Executive Officer of the Company
Christopher S. Walker ............................... 29 1996
Secretary, Chief Operating Officer
and Director of the Company
Adrian Belinne
Director ...................................... 34 New
Dr. Steven Walker, the Company's founder, has served as Chairman of the Board of
Directors, President and Chief Executive Officer since the Company's inception
in 1984. Dr. Walker holds a Ph.D. in Psychology from the University of Wyoming.
Prior to founding the Company he was a licensed psychologist in private practice
from 1973 to 1984.
Mr. Christopher Walker has been with the Company since 1988. He is Secretary and
Chief Operating Officer of the Company. He is responsible for product
development and deployment for the Wal-Mart Online Build-to-Order computer
program and the Company's Internet storefront. Mr. Walker holds a Bachelor of
Science degree in Business Administration from the University of Northern
Colorado.
Mr. Belinne is Microsoft's coordinator of the International & Business
Development activities of Hotmail, its wholly owned subsidiary. As coordinator,
Mr. Belinne is responsible of Hotmail's international activities, including
legal, customer support, operations, product planning, business development and
marketing. Mr. Belinne provided critical interface between Hotmail and Microsoft
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during the integration of Hotmail into the International versions of MSN. He
managed numerous aspects of the globalization of Hotmail, which included the
localization of Hotmail into languages other than English. Mr. Belinne also
Managed all non-technical aspects of the Hotmail content delivery product,
WebCourier.
Director Compensation
Directors who are also officers of the Company do not receive compensation for
their services to the Company as directors. Directors who are not officers of
the Company are reimbursed for out-of-pocket expenses for attending Board and
committee meetings, but otherwise receive no compensation for service as
directors.
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APPENDIX A
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Please mark the boxes on this page to indicate how your shares will be voted.
Then sign and return this page to Company headquarters.
Your vote must be received prior to the Meeting of Stockholders, October 2nd,
1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
American General Ventures, Inc.
3650 Austin Bluffs Parkway - Suite 138
Colorado Springs, CO 80918
PROXY BALLOT
[ ] For [ ] Against [ ] Abstain
To fix the number of directors
at three and elect the three
nominees listed below.
Nominees: Steven H. Walker, Adrian Belinne, Christopher S. Walker
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before said Meeting or any adjournment thereof.
Please be sure to sign and date this Proxy. Date ____________________
_________________________ _________________________
Stockholder sign here Co-owner sign here
Please mark box at right if comments or address change has been noted on the
reverse side of this page. ___
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AMERICAN GENERAL VENTURES, INC.
Proxy for Meeting of Stockholders to be held October 2nd, 1998
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY.
Please sign this Proxy exactly as your name appears on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS?
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