<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
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- --------------------------------------------------------------------------------
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<PAGE> 2
AmeriQuest letterhead
JANUARY 10, 2000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of AmeriQuest Technologies, Inc.
("AmeriQuest") will be held on February 9, 2000, at 10:00 a.m., local time, at
our corporate headquarters located at 2465 Maryland Road, Willow Grove, PA 19090
for the following purposes:
1) to elect five directors;
2) to transact any other business appropriately brought before the meeting.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ITS NOMINEES FOR ELECTION
TO THE BOARD OF DIRECTORS. PLEASE READ THE ATTACHED PROXY STATEMENT FOR FURTHER
INFORMATION.
Stockholders of record at the close of business on December 21, 1999 will be
entitled to vote at the Annual Meeting.
The approximate date of mailing for this proxy statement is January 10, 2000.
Sincerely yours,
Jon D. Jensen
Secretary
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING,
YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD
AS SOON AS POSSIBLE.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information.............. 1
Election of Directors............ 2
Information about the Board of
Directors..................... 3
Executive Officers............... 4
Stock Ownership.................. 5
Executive Officers
Compensation................... 6
Report of the Compensation
Committee...................... 8
Performance Graph................ 10
Other Information................ 12
Certain Relationships and
Certain Transactions.......... 12
Compensation Committee
Interlocks and Insider
Participation................. 12
Compliance under Section 16(a)
of the Securities Exchange Act
of 1934....................... 12
Expenses of Solicitation........ 12
Accountants..................... 12
Proposals for Next Year's
Meeting....................... 12
</TABLE>
i
<PAGE> 4
AMERIQUEST TECHNOLOGIES, INC.
246 MARYLAND ROAD
WILLOW GROVE, PENNSYLVANIA
GENERAL INFORMATION
WHAT ARE YOU VOTING FOR
One matter will be voted on at the Annual Meeting: the election of five
directors.
Your Board of Directors recommends that you vote for its five nominees for
election to the Board. Information concerning the Board's nominees are contained
in this Proxy Statement.
OTHER MATTERS
The Board of Directors does not intend to bring any other matters before the
Annual Meeting and has no reason to believe any other matters will be presented.
If, however, other matters properly come before the meeting, the persons named
as proxies on the enclosed proxy card intend to vote upon such matters as they
deem appropriate.
VOTING
Stockholders as of the close of business on December 21, 1999 are entitled to
vote at the Annual Meeting. As of that date, there were 67,841,906 shares of
common stock eligible to vote. Each share of common stock is entitled to one
vote.
To vote, you should sign and date each proxy card you receive and return it in
the postage-prepaid envelope. If you return your signed proxy card but do not
mark the boxes showing how you wish to vote, your shares will be voted FOR the
Board's nominees for election to the Board.
You have the right to revoke your proxy at any time before the meeting by: (1)
notifying AmeriQuest's Secretary at the address listed above, (2) returning a
later-dated proxy card or (3) voting in person at the Annual Meeting.
THE ANNUAL MEETING
There must be a quorum for action to be taken at the Annual Meeting. A "quorum"
is holders of a majority of the outstanding shares of common stock and the
holders may be present in person or by proxy. If you submit a properly executed
proxy card, then you will be considered part of the quorum even if you withhold
your vote in the election of directors and abstain from voting on other
proposals; in addition, "broker non-votes" are counted as present for
establishing a quorum. However, abstentions and broker non-votes are not counted
in the tally of votes FOR or AGAINST a proposal. A WITHHELD vote is the same as
an abstention. A broker non-vote occurs when a broker votes on some matters on
the proxy card but not on others, often because the broker does not have the
authority to do so.
Any stockholder of record as of December 21, 1999 can attend the Annual Meeting.
1
<PAGE> 5
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting. Each director elected at
the Annual Meeting will serve until the 2001 Annual Meeting and until his
successor is elected and qualified.
The Board currently consists of Jon D. Jensen, Alexander C. Kramer, Jr., Edward
B. Cloues II, Walter A. Reimann and Charles C. Soltis. Mr. Kramer, Mr. Jensen,
Mr. Cloues, Mr. Reimann and Mr. Soltis have been nominated for re-election by
the Board. We have provided below information on each of the nominees.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE NOMINEES. DIRECTORS ARE
ELECTED BY A PLURALITY OF THE VOTES CAST.
ALEXANDER C. KRAMER, JR Mr. Kramer, age 56, has served as President and
Chief Executive Officer and as a director of
AmeriQuest since October 1997. From November
1995 to October 1997 Mr. Kramer served
AmeriQuest in various positions, most recently
as Vice President and General Manager of the
Advanced System Group. Mr. Kramer was Vice
President-Operations of Robec, Inc. for thirteen
years until its acquisition by AmeriQuest in
November 1995. Mr. Kramer also currently serves
as co-president of Listen Group Partners LLC
("Listen Group"), an entity which owns
approximately 48% of AmeriQuest's common stock.
JON D. JENSEN Mr. Jensen, age 56, has served as Chief
Financial Officer and Chief Operating Officer
since October 1997 and as a director of
AmeriQuest since August 1998. From November 1995
to October 1997, he served as controller of our
Advanced Systems Group. Between September 1994
and November 1995, Mr. Jensen served as Chief
Financial Officer of Robec, Inc., which was
acquired by AmeriQuest in November 1995. He also
worked part time as a director and acting chief
financial officer at the Fredericks Company from
May 1995 to January 1997. Mr. Jensen currently
serves as co-president of Listen Group.
EDWARD B. CLOUES II Mr. Cloues, age 51, has served as a director of
AmeriQuest since December 1998. He has served
as the chairman of the board and chief
executive officer of K-Tron International
Inc., a manufacturer of industrial feeders,
since January 1998. Prior to joining K-Tron, Mr.
Cloues was a senior partner in the law firm of
Morgan, Lewis & Bockius LLP, which is
AmeriQuest's general outside counsel. He is also
a director and non-executive Chairman of the
Board of AMREP Corporation, a real estate
development company and provider of distribution
and fulfillment services to publishers.
2
<PAGE> 6
WALTER A. REIMANN Mr. Reimann, age 69, has served as a director of
AmeriQuest since December 1998. He has been the
president and chief executive officer of The
Fredericks Company, a specialty glass and
sensors manufacturing company whose products
are used in commercial and military
applications, since 1983.
CHARLES W. SOLTIS Mr. Soltis, age 60, has served as a director of
AmeriQuest since December 1998. He been the
managing partner of Soltis Management Services,
a general management consulting firm which he
founded, since 1972.
INFORMATION ABOUT THE BOARD OF DIRECTORS
MEETINGS
The Board of Directors met four times in the last fiscal year and acted by
written consent one time in the last fiscal year.
COMMITTEES
The Board of Directors currently has two standing committees: an Audit Committee
and a Compensation Committee. The Board does not have a Nominating Committee.
The AUDIT COMMITTEE reviews the adequacy of our internal control systems and
financial reporting procedures. In addition, the Audit Committee reviews the
general scope of our audit, the fees charged by the independent accountants, and
the performance of non-audit services provided by the independent accountants.
The Audit Committee consists of Messrs. Cloues and Reimann.
The COMPENSATION COMMITTEE recommends to the Board of Directors the compensation
of AmeriQuest's chief executive officer and chief financial officer, reviews and
takes action on the recommendations of the chief executive officer as to the
appropriate compensation for our other officers, reviews other compensation and
personnel development matters generally and administers the stock option plans.
The Compensation Committee consists of Messrs. Reimann and Soltis.
COMPENSATION
AmeriQuest pays its outside directors $1,500 per calendar quarter and $1,000 per
meeting attended, plus expenses incurred to attend meetings. In addition, all
directors are eligible to receive stock options as a form of compensation.
3
<PAGE> 7
EXECUTIVE OFFICERS
AmeriQuest's executive officers currently are:
<TABLE>
<S> <C> <C>
Alexander C. Kramer........................... 56 President and Chief Executive
Officer
Jon D. Jensen................................. 56 Chief Financial Officer and Chief
Operating Officer
Michael J. McCarthy........................... 57 Vice President of Sales and
Marketing
</TABLE>
Biographical information about Messrs. Kramer and Jensen can be found on page 2;
we have provided information about Mr. McCarthy below:
MICHAEL J. MCCARTHY............. Mr. McCarthy has served as AmeriQuest's Vice
President since February 1999. Prior to
joining AmeriQuest, Mr. McCarthy was Vice
President Sales and Marketing for SBM, a
Hewlett Packard distributor since 1986. He
also served as Director of Value Added
Marketing for Unisys Corporation. Prior to
1982, Mr. McCarthy served for 26 years in
various sales management assignments for IBM
Corporation.
4
<PAGE> 8
STOCK OWNERSHIP
The following table shows how much stock the officers, directors,
director-nominees and holders of more than 5% of outstanding common stock
beneficially owned as of December 21, 1999. In general a person is considered to
"beneficially own" shares if the person has the power to vote or transfer the
shares for the purposes of this table, a person is also considered to
beneficially own shares that may be issued upon exercise of stock options that
are exercisable currently or within 60 days. Each stockholder listed below has
the sole power to vote or transfer shares listed to the stockholder's name,
unless otherwise noted.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
AS OF DECEMBER 21, 1999
------------------------------------------
AGGREGATE NUMBER OF
NAME SHARES BENEFICIALLY OWNED PERCENTAGE(1)
- ---- ------------------------- --------------
<S> <C> <C>
Listen Group Partners, L.L.C.(2)............ 31,849,878 46.9%
Alexander C. Kramer, Jr.(3)................. 32,329,878 47.7%
Jon D. Jensen(4)............................ 32,329,878 47.7%
Michael J. McCarthy(5)...................... 31,889,878 47.0%
Edward B. Cloues II......................... 0 *
Walter A. Reimann........................... 135,500 *
Charles W. Soltis........................... 100,000 *
Directors and Officers as a Group........... 33,085,378 48.8%
</TABLE>
- -------------------------
* Less than 1% of AmeriQuest's outstanding shares of common stock.
(1) All percentages are based on 67,841,906 shares outstanding on December 21,
1999. If a person holds options that are currently exercisable or
exercisable within 60 days, the number of shares underlying the options are
considered outstanding and beneficially owned for the purpose of computing
that person's percentage ownership. Such shares are not considered
outstanding for the purpose of computing the beneficial ownership of others
listed in the table.
(2) The address for Listen Group is c/o AmeriQuest Technologies, Inc., 2465
Maryland Road, Willow Grove, Pennsylvania 19090. Listen Group is an entity
owned and managed by AmeriQuest executive officers: Alexander C. Kramer, Jr.
and Jon D. Jensen and Michael J. McCarthy.
(3) Includes the 31,849,878 shares of common stock held by Listen Group (see
note 2) and 480,000 shares of common stock owned by him individually. Mr.
Kramer's address is c/o AmeriQuest Technologies, Inc., 2465 Maryland Road,
Willow Grove, Pennsylvania 19090.
(4) Includes the 31,849,878 shares of common stock held by Listen Group (see
note 2) and 480,000 shares of common stock owned by him individually. Mr.
Jensen's address is c/o AmeriQuest Technologies, Inc., 2465 Maryland Road,
Willow Grove, Pennsylvania 19090.
(5) Includes the 31,849,878 shares of common stock held by Listen Group (see
note 2) and options to purchase 40,000 shares of common stock which are
currently exercisable. Mr. McCarthy's address is c/o AmeriQuest
Technologies, Inc., 2465 Maryland Road, Willow Grove, Pennsylvania 19090.
5
<PAGE> 9
EXECUTIVE OFFICERS COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, for the last three fiscal years, the cash and other
compensation paid to Mr. Kramer, Mr. McCarthy and Mr. Jensen, AmeriQuest's
executive officers. For the purposes of this section, Messrs. Kramer, McCarthy
and Jensen are referred to as the "Named Executive Officers."
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------
NAME YEAR SALARY BONUS
- ---- ---- -------- --------
<S> <C> <C> <C>
Alexander C. Kramer, Jr. (1)..................... 1999 $200,000 $ 0
President and Chief Executive Officer 1998 $200,000 $145,000(4)
1997 $150,000 $135,000
Jon D. Jensen(2)................................. 1999 $157,500 $ 0
Chief Financial Officer and 1998 $157,500 $145,000(4)
Chief Operating Officer 1997 $140,000 $ 94,000
Michael J. McCarthy(3)........................... 1999 $100,000 $ 25,000
Vice President Sales and Marketing 1998 $ 0 $ 0
1997 $ 0 $ 0
</TABLE>
- -------------------------
(1) Mr. Kramer assumed the position of President and Chief Executive Officer on
October 7, 1997. Prior to that date, Mr. Kramer served AmeriQuest in various
capacities.
(2) Mr. Jensen assumed the position of Chief Financial Officer and Chief
Operating Officer on October 7, 1997. Prior to that date, Mr. Jensen served
AmeriQuest in various capacities.
(3) Mr. McCarthy assumed the position of Vice President Sales and Marketing on
February 1, 1999.
(4) Paid $115,000 in cash and $30,000 in shares of AmeriQuest Common Stock
(equaling 480,000 shares for each officer).
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to the Named Executive Officers in fiscal year 1999.
6
<PAGE> 10
FISCAL YEAR END VALUES
The following table shows the number and value of options held as of September
30, 1999 by the Named Executive Officers. No Named Executive Officer exercised
any options in fiscal year 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END FISCAL YEAR END
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Alexander C. Kramer, Jr.... 0 0 -- --
Jon D. Jensen.............. 0 0 -- --
Michael J. McCarthy........ 0 0 -- --
</TABLE>
EMPLOYMENT AGREEMENTS
AmeriQuest and Alexander C. Kramer, Jr. entered into an Employment Agreement
dated as of October 1, 1997 under which Mr. Kramer serves as our President and
Chief Executive Officer. The agreement provides for an initial term of one year
and is renewed automatically for additional one year terms until terminated in
accordance with procedures specified in the agreement. The agreement provides
for an annual base salary of $200,000 and an annual performance bonus of up to
$229,000 if Mr. Kramer achieves certain performance criteria specified in the
agreement. Should AmeriQuest terminate Mr. Kramer's service "without cause," Mr.
Kramer would be entitled to severance pay equal to six month's salary. Should
Mr. Kramer be terminated as a result of a "change in control," he would be
entitled to severance pay equal to one year.
AmeriQuest and Jon D. Jensen entered into an Employment Agreement dated October
1, 1997 under which Mr. Jensen serves as our Chief Operating Officer and Chief
Financial Officer. The agreement provides for an initial term of one year and is
renewed automatically for additional one year terms until terminated in
accordance with procedures specified in the agreement. The agreement provides
for an annual base salary of $157,500 and an annual performance bonus of up to
$180,000 if Mr. Jensen achieves certain performance criteria specified in the
agreement. Should AmeriQuest terminate Mr. Jensen's service "without cause," Mr.
Jensen would be entitled to severance pay equal to six month's salary. Should
Mr. Jensen be terminated as a result of a "change in control," he would be
entitled to severance pay equal to one year.
AmeriQuest and Michael J. McCarthy entered into an Employment Agreement dated
February 1, 1999 under which Mr. McCarthy serves as our Vice President of Sales
and Marketing. The agreement provides for an initial term of one year and is
renewed automatically for additional one year terms until terminated in
accordance with procedures specified in the agreement. The agreement provides
for an annual base salary of $150,000 and an annual performance bonus of up to
$150,000 if Mr. McCarthy achieves certain performance criteria specified in the
agreement. Should AmeriQuest terminate Mr. McCarthy's service "without cause,"
Mr. McCarthy would be entitled to severance pay equal to six month's salary.
7
<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors performs five principal
tasks. It:
- recommends to the full Board the compensation of AmeriQuest's chief
executive officer, chief operating officer, and Vice President of Sales
and Marketing;
- approves the granting of any bonuses to officers;
- generally reviews other compensation and personnel development matters,
and;
- administers the stock option plans.
In fulfilling these duties, it is the objective of the Compensation Committee to
have a policy that will enable AmeriQuest to attract, retain and reward
executive officers of outstanding ability.
AmeriQuest's compensation policy for executives is to pay competitively and to
be fair in the administration of pay. This is the same policy applicable to all
employees of AmeriQuest. Base salary levels for AmeriQuest's executive officers
are intended to be generally competitive with other comparable companies, taking
into account such factors as the level of responsibility involved, the need for
special expertise and the specific individual's experience and prior performance
at AmeriQuest. Cash bonuses based on individual and company performance have
been used to create an incentive for outstanding performance.
Although AmeriQuest has a September 30 fiscal year, executive base salaries are
reviewed by the Committee annually in December, with any adjustments normally
becoming effective on January 1. During this review the Committee considers the
performance of AmeriQuest during the prior year, the individual executive's
contribution to that performance and changes in the role and responsibility of
the executive during that year.
Mr. Kramer's base salary is to remain unchanged at $200,000 for fiscal 2000. Mr.
Jensen's base salary is to be increased from $157,500 to $175,000 effective
January 1, 2000. Mr. McCarthy's base salary is to remain unchanged at $150,000
for fiscal 2000. In accordance with the incentive plan for Mssrs. Kramer and
Jensen, no bonus was earned for fiscal 1999. Additionally, during fiscal 1999,
Mssrs. Kramer and Jensen each agreed to receive common stock in lieu of payment
of $30,000 of their bonus for fiscal 1998. In recognition of Mr. McCarthy's
contribution during fiscal 1999, he is to be granted a discretionary bonus of
$50,000, payable in January, 2000. It is noted that Mssrs. Kramer, Jensen and
McCarthy receive no other executive perquisites. Because of the compensation
levels of AmeriQuest's officers, the Compensation Committee has not
traditionally considered the effect of Section 162(m) of the Code limiting
deduction in excess of $1 million.
8
<PAGE> 12
AmeriQuest also has a stock option plan. Employee stock options are granted by
management subject to the approval of the Compensation Committee. In recognition
of Mr. McCarthy's contribution during fiscal 1999, he was granted an option to
purchase 200,000 shares at the closing price of AMQT on October 1, 1999. Other
key employees were granted options ranging from 50,000 to 10,000 shares during
the 1999 calendar year.
Respectfully submitted by the Compensation Committee
as of December 15, 1999.
Walter A. Reimann
Charles W. Soltis
9
<PAGE> 13
PERFORMANCE GRAPH
The performance graph below compares the percentage change in the cumulative
stockholder return of AmeriQuest from September 30, 1995 through September 30,
1999 with the percentage change in the cumulative total return over the same
period on (i) an index of computer distribution and manufacturing companies,
which includes Merisel, Tech Data, Software Spectrum, Micro Age, Inacom, Western
Digital, Seagate, Dell and Compaq (the "DCMC Index") and (ii) the NASDAQ Stock
Market -- U.S. Companies. This graph assumes an initial investment of $100 on
October 1, 1995 in each of AmeriQuest common stock, the DCMC Index and the
NASDAQ Stock Market -- U.S. Companies Index. The Company has used the DCMC Index
in the past, but believes that Dell, as a direct marketer, does not belong in
the DCMC Index. Dell's performance during this period differs materially from
the other companies in the DCMC Index.
[Performance Graph]
<TABLE>
<CAPTION>
AQS\AMQT NASDAQ CDMC
-------- ------ ----
<S> <C> <C> <C>
1995 0.970 1043.500 12.315
1996 0.500 1226.900 20.387
1997 0.190 1685.700 63.826
1998 0.080 1693.800 261.354
1999 0.130 2730.300 317.059
</TABLE>
10
<PAGE> 14
The performance graph below provides the same comparison as the preceding graph,
except that such graph excludes DELL from the DCMC index. The performance graph
below compares the percentage change in the cumulative stockholder return of
AmeriQuest from September 30, 1995 through September 30, 1999 with the
percentage change in the cumulative total return over the same period on (i) an
index of computer distribution and manufacturing companies, which includes
Merisel, Tech Data, Software Spectrum, Micro Age, Inacom, Western Digital,
Seagate and Compaq (the "CDMC Index") and (ii) the NASDAQ Stock Market -- U.S.
Companies. This graph assumes an initial investment of $100 on October 1, 1995
in each of AmeriQuest common stock, the CDMC Index and the NASDAQ Stock
Market -- U.S. Companies Index.
Performance Graph
<TABLE>
<CAPTION>
AQS/AMQT NASDAQ CDMC
-------- ------ ----
<S> <C> <C> <C>
1995 0.970 1043.500 12.019
1996 0.500 1226.900 19.307
1997 0.190 1685.700 42.299
1998 0.070 1693.800 27.576
1999 0.130 2730.300 19.726
</TABLE>
11
<PAGE> 15
OTHER INFORMATION
CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS
See "Executive Compensation -- Employment Agreements" on page 6 for a
description of the employment agreements entered into between AmeriQuest and
each of Messrs. Kramer Jensen and McCarthy.
Soltis Management Services, of which Charles W. Soltis, who serves on the Board
of Directors, is managing partner, was retained by AmeriQuest in connection with
the search for a Vice President of Marketing and Sales. During the fiscal year
ended September 30, 1999, AmeriQuest paid Soltis Management Services
approximately $88,000 in consulting fees.
Listen Group, an entity which owns approximately 48% of AmeriQuest's common
stock, has reached an oral agreement with Michael J. McCarthy, Vice President of
Sales and Marketing, to sell to Mr. McCarthy an interest in Listen Group over
time at the fair market value on the date of his commencement of employment with
AmeriQuest.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
COMPLIANCE UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 of the Securities Exchange Act of 1934 requires our directors and
officers, and persons who beneficially own more than 10% of AmeriQuest's common
stock to file certain reports with the Securities and Exchange Commission.
Based on our review of information provided by persons subject to the Section 16
filing requirements, we believe that all required filings were made on a timely
basis.
EXPENSES OF SOLICITATION
The expense of soliciting proxies for the Annual Meeting will be paid for by
AmeriQuest. Following the original mailing of the proxies and other soliciting
materials, AmeriQuest officers, employees and/or agents may also solicit proxies
by mail, telephone, facsimile or in person. We will request that brokers,
custodians, nominees and other record holders of common stock forward copies of
the proxy and other soliciting materials to persons for whom they hold shares of
common stock and seek instructions for the exercise of proxies. In such cases,
AmeriQuest, upon the request of the record holders, will reimburse such holders
for their reasonable expense.
ACCOUNTANTS
Arthur Andersen LLP served as our independent public accountants for the 1999
fiscal year and has been selected to serve as our independent public accountants
for the 2000 fiscal year.
PROPOSALS FOR NEXT YEAR'S MEETING
Any eligible stockholder who wishes to submit a proposal for presentation at our
2001 Annual Meeting must submit the proposal not later than August 31, 2000, to
AmeriQuest, Inc., 2465 Maryland Road, Willow Grove, Pennsylvania 19090,
Attention: Secretary, for inclusion, if appropriate, in our proxy statement and
form of proxy relating to our 2001 Annual Meeting.
12
<PAGE> 16
PROXY - AMERIQUEST TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 9, 2000
The undersigned hereby appoints Alexander C. Kramer, Jr. and Jon D. Jensen, and
each of them with full power to appoint his substitute, attorneys and proxies
to represent the stockholder and to vote and act with respect to all shares
that the stockholder would be entitled to vote on all matters which come before
the annual meeting of stockholders of AmeriQuest Technologies, Inc. referred to
above and at any adjournment of that meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF THIS PROXY IS
PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATIONS ARE MADE, THE SHARES WILL BE VOTED FOR EACH OF
THE PROPOSALS ON THIS PROXY. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER, INCLUDING
SUBSTITUTION OF DIRECTOR NOMINEES, WHICH MAY COME BEFORE THE MEETING.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
/ SEE REVERSE /
/ SIDE /
<PAGE> 17
Please mark your
/ X / votes as in this
example
FOR WITHHELD
1. ELECTION OF / / / / NOMINEES: Alexander C. Kramer, Jr., Jon D.
DIRECTORS / / / / Jensen, Edward B. Cloues II,
/ / / / Walter A. Reimann and Charles W.
Soltis
To withhold authority to vote for any individual nominee(s)
write his or her name in the following space:
_______________________________________________
SIGNATURE(S) __________________________________ DATE ____________, 2000
NOTE: Please sign exactly as your name appears on this proxy. If signed for
estates, trusts, or corporations, title or capacity should be stated. If
shares are held jointly, each holder should sign.
