<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
JACK CARL/312-FUTURES, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (check the appropriate box):
[X] No Fee Required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each 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:______________________________________________________
<PAGE>
JACK CARL/312-FUTURES, INC.
200 W. ADAMS STREET
SUITE 1500
CHICAGO, ILLINOIS 60606
(312) 407-5726
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON FEBRUARY 14, 1997
To: Shareholders of Jack Carl/312-Futures, Inc.
The annual meeting of the shareholders of Jack Carl/312-Futures, Inc. will
be held at One Turnberry Place, Suite 800, 19495 Biscayne Boulevard, Aventura,
Florida on Friday, February 14, 1997, at 10:00 a.m., Eastern Standard Time, for
the following purposes:
1. To elect 4 directors to hold office during the year following the
annual meeting or until their successors are elected (Item No. 1 on
proxy card);
2. To approval a change of name of the Company as required by the
Agreement between Index Futures Group, Inc., and ED&F Man, Inc. (Item
No. 2 on proxy card);
3. To ratify the appointment of Arthur Andersen & Co., LLP as independent
auditors for the Company for the coming (Item No. 3 on proxy
card); and
4. To transact such other business as may properly come before the
meeting.
The close of business on January 16, 1997, has been fixed as the record
date for determining the shareholders entitled to receive notice of and to vote
at the annual meeting.
Accompanying this Notice and Proxy Statement is a copy of the Company's
Annual Report for the fiscal year ended June 30, 1996, as filed on Form 10-K/A
and its Form 10-Q quarterly report for the period ended September 30, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
Date: ____________ /s/ Bruce Mathias
---------------------------------------------------
Bruce Mathias, Secretary
YOUR VOTE IS IMPORTANT
IT IS IMPORTANT THAT AS MANY SHARES AS POSSIBLE BE REPRESENTED
AT THE ANNUAL MEETING. PLEASE DATE, SIGN, AND PROMPTLY RETURN
THE PROXY IN THE ENCLOSED ENVELOPE. YOUR PROXY MAY BE REVOKED
BY YOU AT ANY TIME BEFORE IT HAS BEEN VOTED.
<PAGE>
JACK CARL/312-FUTURES, INC.
200 W. ADAMS STREET
SUITE 1500
CHICAGO, ILLINOIS 60606
(312) 407-5726
PROXY STATEMENT
Information Concerning the Solicitation
- ---------------------------------------
This statement is furnished in connection with the solicitation of proxies
to be used at the Annual Shareholders Meeting (the "Annual Meeting") of Jack
Carl/312-Futures, Inc. (the "Company"), a Delaware corporation, to be held on
February 14, 1997. The proxy materials are being mailed to shareholders of
record at the close of business on January 16, 1997.
The solicitation of proxies on the enclosed form is made on behalf of the
Board of Directors of the Company.
The cost of preparing, assembling and mailing the proxy material and of
reimbursing brokers, nominees and fiduciaries for the out-of-pocket and clerical
expenses of transmitting copies of the proxy material to the beneficial owners
of shares held of record by such persons will be borne by the Company. The
Company does not intend to solicit proxies other than by use of the mail, but
certain officers and regular employees of the Company or its subsidiaries,
without additional compensation, may use their personal efforts, by telephone or
otherwise, to obtain proxies.
Quorum and Voting
- -----------------
Only shareholders of record at the close of business on January 16, 1997,
are entitled to vote at the Annual Meeting. On that day, there were issued and
outstanding 33,624,530 shares of Common Stock. Each share has one vote. A
simple majority of the outstanding shares is required to be present in person or
by proxy at the meeting for there to be a quorum for purposes of proceeding with
the Annual Meeting. A simple majority of the shares present in person or by
proxy at the Annual Meeting, at which a quorum is present, is required to elect
directors. Abstentions and withheld votes have the effect of votes against
these matters. Broker non-votes (shares held of record by a broker for which a
proxy is not given) will not be counted for purposes of determining a quorum,
and, accordingly, will not be counted for purposes of determining the vote on
any matter considered at the meeting.
A shareholder signing and returning a proxy on the enclosed form has the
power to revoke it at any time before the shares subject to it are voted by
notifying the Secretary of the Company in writing. If a shareholder specifies
how the proxy is to be voted with respect to any of the proposals for which a
choice is provided, the proxy will be voted in accordance with such
specifications. If a shareholder fails to so specify with respect to such
proposals, the proxy will be voted "FOR" the nominees for directors contained in
these proxy materials and "FOR" proposals 2 and 3.
<PAGE>
Stock Ownership by Management and Others
- ----------------------------------------
The following table sets forth as of November 30, 1996, certain information
regarding the common stock beneficially owned by each present director, the
Registrant's chief executive officer and the Registrant's three other most
highly compensated officers, each person known by the Registrant to own more
than five percent or more of the common stock of the Registrant and all present
officers and directors as a group:
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership/(1)/ Percent of Class/(1)(2)/
- -------------------------- ------------------------- -------------------------
<S> <C> <C>
Lee S. Casty/(1)(2)(3)/ 15,464,453 45.99%
Burton J. Meyer/(4)(7)(8)/ 3,321,074 9.39%
Joel M. Eidelstein 127,975 .38%
George A. Myers 3,666 .01%
Allyson D. Laackman/(5)/ 125,000 .37%
Michael J. Moss/(7)/ 1,801,063 5.36%
Philip A. Tanzar/(6)(7)(9)/ 25,000 .07%
All officers and directors as
a group (5 persons) 306,641 .91%
</TABLE>
/(1)/ Does not give effect to 400,000 shares of Class A Preferred Stock, $1.00
par value, one vote per share, beneficially owned by Mr. Casty and
constituting 100% of the issued and outstanding Class A Preferred Stock of
the Registrant. By giving effect to one vote per share of the Class A
Preferred Stock the percentage of the total number of Class A Preferred
Stock the percentage of the total number of votes that can be cast by Mr.
Casty will increase.
/(2)/ Mr. Casty may be deemed a parent and promoter of the Registrant as those
terms are defined under the Securities Act of 1933, as amended.
/(3)/ c/o French-American Securities, Inc., 200 West Adams Street, Suite 1500,
Chicago, Illinois 60606.
/(4)/ Includes 1,750,000 exercisable options, of which beneficial ownership can
be acquired.
/(5)/ Includes 125,000 exercisable options, of which beneficial ownership can be
acquired.
/(6)/ Includes 25,000 exercisable options, of which beneficial ownership can be
acquired.
/(7)/ Ceased to be an executive officer effective July 1, 1996.
/(8)/ Resigned as Director effective close of business July 1, 1996.
/(9)/ Resigned as a Director effective October 1, 1996.
2
<PAGE>
Proposal One - Election of Directors
- ------------------------------------
Four directors will be elected at the Annual Meeting to serve for terms of
one year expiring on the date of the Annual Meeting in 1998. Each director
elected will continue in office until a successor has been elected and
qualified. If a nominee is unable to serve, which the Board of Directors has no
reason to expect, the persons named in the accompanying proxy intend to vote for
the balance of those named and, if they deem it advisable, for a substitute
nominee.
Information Concerning Nominees
- -------------------------------
The following is information concerning nominees for election as directors
of the Company. Each of such persons is presently a director of the Company.
JOEL EIDELSTEIN was elected Director of the Company effective November 16,
1990. Mr. Eidelstein graduated from Brandeis University in May, 1988. Since
June, 1988, until immediately prior to the Sale of Assets, he was an independent
trader and floor manager with Index. On November 19, 1996, Mr. Eidelstein was
elected President and Chief Executive Officer of the Company.
GEORGE MYERS was elected Director of the Company effective November 16,
1990. Mr. Myers, since 1981, has been managing general partner of MC Capital, a
diversified real estate company with offices in Chicago, Illinois; Phoenix,
Arizona; and San Diego, California.
ZALMAN LEKACH is President and Chief Operating Officer of Parlux
Fragrances, Inc. ("Parlux"). He became a director and an executive in Parlux,
S.A., Parlux's French subsidiary, in May 1990. In May 1993, he resigned his
executive position and owned and operated a company exporting foods and
health/beauty aids to South America. In January of 1995, he rejoined Parlux as
its Chief Operating Officer and a director. In June 1996, Mr. Zalman Lekach
also assumed the position of President.
COLLEEN M. RUGGIO has been an employee at Index Futures Group, Inc. since
January, 1985. She is currently the controller of Index Securities, Inc., Index
Management Services, Inc., and Index Futures Group, Inc. and is pursuing a
bachelors degree at DePaul University in Chicago, Illinois.
Executive Officers Other Than Nominees
- --------------------------------------
ALLYSON D. LAACKMAN became Chief Financial Officer on September 14, 1992 of
the Company, BRC and ISI and chief financial officer and director of Index, Arb,
JCMT, IFTG and ICTG. Ms. Laackman was also Chief Financial Officer and director
of IMSI from September 14, 1992 until she voluntarily resigned from those
positions in January, 1994. Prior to joining the Company, Ms. Laackman, a
Certified Public Accountant, had been with Arthur Andersen & Co. since 1981 and
was an experienced manager in the financial services division.
BRUCE E. MATHIAS has been Treasurer of the Company since November 16, 1990.
Mr. Mathias was also Assistant Secretary of the Company from November 16, 1990
until he was appointed Secretary in March, 1994. he was also Chief Financial
Officer of the Company, Index, BRC, IMSI, RDI and Arb from November, 1990 until
January, 1992 when he was elected president of IMSI until February, 1994, when
he was reappointed chief financial officer of IMSI. Prior to November, 1990 he
was the Director of Financial Reporting of the
3
<PAGE>
Company from May, 1987 and secretary of Index since November, 1987. In addition,
since November 16, 1990, he has been treasurer and a director of Index and
treasurer and assistant secretary of BRC. Since November, 1990, Mr. Mathias has
been a director of IMSI. Mr. Mathias is a Certified Public Accountant.
Committees of the Board of Directors
- ------------------------------------
The Company currently has no committees of the Board of Directors.
Executive Compensation
- ----------------------
The following table sets forth all cash compensation paid by the Company as
well as the number of stock options earned by the Company's chief executive
officer and the three other most highly compensated executive officers,
exceeding $100,000, during the last three fiscal years.
<TABLE>
<CAPTION>
Long Term
Compensation
Year Ended Other Annual Option Awards All Other
Name and Principal Position June 30 Salary Bonus Compensation (Shs) (5) Compensation
- --------------------------- ---------- -------- -------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Burton J. Meyer/(1)(6)/ 1996 $300,000 $344,600 ---- ---- $316,100
President and Director 1995 $300,000 $153,700 ---- ----
1994 $225,000 $ 50,000 ---- 1,250,000
Michael J. Moss/(2)(6)/ 1996 ---- ---- $538,800 ---- ----
President of Index 1995 ---- ---- $668,200 ----
1994 ---- ---- $414,100 500,000
Allyson D. Laackman/(3)/ 1996 $135,000 $ 74,700 ---- ---- ----
Chief Financial Officer 1995 $133,200 $ 14,100 ---- ----
1994 $125,000 $ 5,800 ---- ----
Philip A. Tanzar/(4)(6)/ 1996 $130,000 $ 14,300 ---- ---- ----
Director and Vice President 1995 $122,000 $ 16,700 ---- ----
and General Counsel 1994 $117,000 $ 2,600 ---- ----
</TABLE>
- --------------------
(1) Mr. Meyer's bonuses relate to the prior fiscal years. All Other
Compensation is a severance payment. Mr. Meyer resigned as a Director
as of the close of business July 1, 1996.
(2) Mr. Moss's 500,000 options expired June 30, 1995. Other annual
compensation is commissions. Mr. Moss ceased being an officer of the
Company's principal subsidiary Index, when Index's business was sold
to ED&F Man International, Inc., ("MINC") on July 1, 1996.
(3) Ms. Laackman earned a $38,800 bonus for fiscal 1994 and 1995, $24,700
of which was paid in fiscal 1996. Also, Ms. Laackman earned a $50,000
bonus for fiscal 1996, which was paid in fiscal 1996.
(4) Mr. Tanzar became a Director effective February, 1994. He resigned
October 1, 1996.
(5) The options have been restated for the November, 1994 one-for-four
reverse split.
4
<PAGE>
(6) Resigned from executive officer positions effective July 1, 1996.
Fiscal 1996 Option Grants Table
- -------------------------------
The following table sets forth stock options granted to the Company's chief
executive officer and the Company's three other most highly compensated
executive officers during fiscal 1996. Under Securities and Exchange Commission
regulations, companies are required to project an estimate of appreciation of
the underlying shares of stock during the option term. The Company has chosen
the 5%-10% formula approved by the SEC. However, the ultimate value will depend
on the market value of the Company's stock at a future date, which may or may
not correspond to the projections below.
OPTION GRANTS IN FISCAL 1996 AND THROUGH NOVEMBER 30, 1996
Individual Grants
- ------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Potential Realizable Value at
% of Total Assumed Annual Rates of
Options Granted Stock Price Appreciation for
to Employees in Option Term
-----------
Name Options Granted Fiscal Year Exercise Price Expiration Date 5% 10%
---- --------------- ----------- -------------- --------------- ---- -----
Burton J. Meyer(1) 1,250,000 100% $0.24 6-30-98(2) $25,500(3) $52,000(3)
</TABLE>
(1) As of July 1, 1996, Burton J. Meyer resigned from all of his positions as
officer, director and employee of the Registrant (see "Employment
Agreements").
(2) The potential realizable value calculations assume the expiration date of
June 30, 1998, the termination date of the option agreement.
(3) The options expire upon Mr. Meyer's death or June 30, 1998.
Fiscal 1996 Option Exercises and Year-End Value Table
The following table sets forth options exercised by the Registrant's chief
executive officer and the Registrant's three other most highly compensated
executive officers during fiscal 1996, and the number and value of all
unexercised options at year end. The value of "in-the-money" options refers to
options having an exercise price which is less than the market price of the
Registrant's stock on November 30, 1996.
5
<PAGE>
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Nov. 30, 1996 Nov. 30, 1996
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
- --------------------- --------------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Burton J. Meyer* - - 1,750,000/0 $31,250/0
Michael J. Moss* - - 0/0 $0/0
Allyson D. Laackman - - 125,000/0 $0/0
Philip A. Tanzar* - - 0/0 $0/0
</TABLE>
*As of July 1, 1996, these individuals were no longer officers, directors or
employees.
Comparative Stock Price Performance Graph
-----------------------------------------
TOTAL SHAREHOLDER RETURNS
-------------------------
[Graph to be included in Definitive Proxy Statement to be sent to Shareholders]
TOTAL SHAREHOLDER RETURNS
-------------------------
(Dividends Reinvested)
<TABLE>
<CAPTION>
ANNUAL RETURN PERCENTAGE
Years Ending
Company/Index Jun92 Jun93 Jun94 Jun95 Jun96
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jack Carl/312-Futures Inc. 0.00 -67.02 51.61 -17.02 0.00
NASDAQ Financial Index 38.87 31.42 12.89 14.34 30.26
NASDAQ Index Composite 20.13 25.76 0.96 33.48 28.38
INDEX RETURNS
Base Years Ending
Period
Company/Index Jun91 Jun92 Jun93 Jun94 Jun95 Jun96
- -----------------------------------------------------------------------------------
Jack Carl/312-Futures Inc. 100 100.00 32.98 50.00 41.49 41.49
NASDAQ Financial Index 100 138.87 182.50 206.03 235.56 306.83
NASDAQ Index Composite 100 120.13 151.08 152.52 203.59 261.37
</TABLE>
6
<PAGE>
Effective at the close of business July 1, 1996, Burton J. Meyer, formerly
President of the Registrant, became an executive of MINC and as of that date
resigned all his positions with the Registrant and its subsidiaries. Because of
his expertise in operating the business transferred to MINC and the necessity
for the continued success of that business to maximize the purchase price to be
received by Index, it was a condition precedent to consummation of the
transaction by the Registrant that Mr. Meyer enter into an employment agreement
with MINC acceptable to him. Accordingly, Mr. Meyer entered into an employment
agreement with an initial term expiring June 30, 1998 to serve as President of
Jack Carl Futures Discount Division of MINC and as a Managing Director of the
MINC Group Brokerage Division in charge of the activities transferred from Index
to MINC. Under the employment agreement, Mr. Meyer is to receive a base salary
of $300,000 per year and an annual incentive bonus based on the profitability of
MINC's operations under his direction.
In terminating Mr. Meyer's employment agreement, the Board of Directors
authorized the Registrant to pay Mr. Meyer severance in the amount of $316,100.
Mr. Meyer will be paid an additional $316,100 by the Registrant if he leaves the
employ of MINC, voluntarily or involuntarily, before the expiration of twelve
months. In addition, in connection with such termination by the Registrant and
as an additional inducement to Mr. Meyer to accept employment with MINC, the
Board of Directors of the Registrant, on November 7, 1996, reissued to Mr. Meyer
options to purchase 1,250,000 shares of the Registrant's common stock at an
option price of $0.24 per share. The original five year option to purchase
1,250,000 shares of the Registrant's common stock at an option price of $0.24
per share was granted to Mr. Meyer on February 28, 1994 and contained an early
termination if Mr. Meyer no longer is employed by the Registrant. The original
option agreement terminated July 1, 1996 upon Mr. Meyer's employment with MINC.
Employment Agreements
- ---------------------
Mr. Meyer's employment agreement, which terminated July 1, 1996, provided,
among other things, that he serve as the Company's President and for a base
annual compensation of $300,000. In addition to his base annual compensation,
Mr. Meyer was entitled to an incentive bonus if certain pre-tax earnings level
are achieved, or if such pre-tax earnings levels are not achieved, Mr. Meyer may
receive a discretionary bonus.
In the event that the terms of Mr. Meyer's employment agreement was not
extended by the Company, for reasons other than "good cause," on terms
substantially equivalent to the current terms, the Company was obligated to pay
Mr. Meyer a severance of $300,000 plus an amount equal to the bonus for the
previous fiscal year. As a result of the sale of assets of Index, Mr. Meyer's
employment contract was not extended. As a settlement of his contract the Board
of Directors agreed to pay Mr. Meyer $316,100 in severance. If Mr. Meyer's
position at MINC is terminated voluntarily or involuntarily prior to July 1,
1997, Mr. Meyer will be entitled to receive additional severance of $316,100.
Ms. Laackman's employment agreement, effective September 14, 1994,
provides, among other things, that she serve as the Company's Chief Financial
Officer and for a base annual compensation of $135,000 for a term ending
December 31, 1995. In addition to her base annual compensation, Ms. Laackman is
entitled to a discretionary bonus which may not exceed 100% of her base salary.
Effective July 1, 1995, Ms. Laackman signed another employment agreement
which supersedes the September 14, 1994 agreement. This agreement provides,
among other things, that she serve as the Company's Chief Financial Officer and
for a base annual compensation of $135,000 for a term ending June
7
<PAGE>
30, 1996. In addition to her base annual compensation, Ms. Laackman is entitled
to an annual bonus if certain pre-tax earnings levels are achieved.
In the event that the terms of Ms. Laackman's employment are not extended
by the Company, for reasons other than "good cause," on terms substantially
equivalent to the current terms, the Company is obligated to pay Ms. Laackman a
severance equal to nine months of base salary. The severance may be reduced
under certain circumstances. This contract has not yet been extended, however,
Ms. Laackman continues to serve as Chief Financial Officer.
Effective July 1, 1996, Mr. Tanzar accepted employment at MINC, thereby
terminating his employment contract with the Company. As an inducement for Mr.
Tanzar to accept employment with MINC and as a settlement of his contract, the
Company has agreed to pay him up to $100,000 as severance if he is terminated by
MINC prior to January 1, 1999.
Compensation of Directors
- -------------------------
Directors are not currently compensated in connection with their duties as
directors, but may be reimbursed for expenses incurred by them.
Compliance with Section 16(a)
- -----------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and with the NASDAQ SmallCap Stockmarket. Officers, directors and greater than
ten percent shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company, or written representations that no Form 5's were required, the Company
believes that during calendar year 1996, all Section 16(a) filing requirements
applicable to officers, directors and ten percent beneficial owners were
complied with.
Board of Directors Affiliation and Related Transactions
- -------------------------------------------------------
Joel Eidelstein is the President of Ocean Reef Management, Inc. which
purchased a controlling interest in L. Luria and Son ("LLS"). Subsequent to
that purchase, Mr. Eidelstein was named director of LLS. In November, 1996, LLS
and the Company consummated on a trial basis an inventory financing transaction
for which Mr. Eidelstein did not receive any compensation.
Proposal Two - Name Change
- --------------------------
Among the assets transferred to MINC, were the names "Jack Carl," "Jack
Carl/312-Futures," "Index Futures" and similar names and logos as they relate to
the futures and futures options businesses. Under Index's agreement with MINC,
it and its "affiliates" including the Company after a transition period are
required to change their names. Accordingly, on November 19, 1996 the board
voted to change the name of the Company to IFX Corporation and to recommend such
change to the stockholders.
8
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE "FOR" SUCH NAME CHANGE.
Proposal Three - Selection of Auditors
- --------------------------------------
The Board of Directors have elected and approved Arthur Andersen & Co., LLP
as the principal independent auditor to audit the financial statements of the
Company for 1997, subject to ratification by the shareholders. It is expected
that a representative of the firm of Arthur Andersen & Co., LLP will be present
at the annual meeting and will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE "FOR" SUCH
RATIFICATION.
Stockholder Proposals for 1997 Proxy Statement
- ----------------------------------------------
Proposals by shareholders for inclusion in the Company's Proxy Statement
and form of proxy relating to the 1997 Annual Meeting of Stockholders, which is
currently scheduled to be held on February 13, 1998, should be addressed to the
Secretary, Jack Carl/312 Futures, 200 West Adams, Suite 1501, Chicago, Illinois
60606, and must be received at such address no later than November 13, 1997.
Upon receipt of any such proposal, the Company will determine whether or not to
include such proposal in the Proxy Statement and proxy in accordance with
applicable law. It is suggested that such proposal be forwarded by certified
mail, return receipt requested.
Other Matters to Be Acted Upon at the Meeting
- ---------------------------------------------
The management of the Company knows of no other matters to be presented at
the meeting. Should any other matter requiring a vote of the shareholders arise
at the meeting, the persons named in the proxy will vote the proxies in
accordance with their best judgment.
BY ORDER OF THE
BOARD OF DIRECTORS
Dated: December 23, 1996
/s/ Bruce Mathias
---------------------------------------
Bruce Mathias, Secretary
9
<PAGE>
REVOCABLE PROXY
---------------
JACK CARL/312-FUTURES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Joel Eidelstein and Bruce Mathias, or
either of them, with full power of substitution, as proxies of the undersigned,
with all the powers that the undersigned would possess if personally present to
cast all votes that the undersigned would be entitled to vote at the annual
meeting of shareholders of Jack Carl/312-Futures, Inc. (the "Company") to be
held on Friday, February 14, 1997, at One Turnberry Place, Suite 800, 19495
Biscayne Boulevard, Aventura, Florida at 10:00 a.m., Eastern Standard Time, and
any and all adjournments and postponements thereof (the "Annual Meeting"),
including (without limiting the generality of the foregoing) to vote and act as
follows on the reverse side.
This Proxy will be voted at the Annual Meeting or any adjournments or
postponements thereof as specified. IF NO SPECIFICATIONS ARE MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS NAMED ON THE
REVERSE SIDE, FOR APPROVAL OF THE CHANGING OF THE COMPANY'S NAME AS STATED ON
THE REVERSE SIDE, AND FOR THE APPOINTMENT OF ARTHUR ANDERSEN & CO., LLP AS THE
COMPANY'S INDEPENDENT AUDITORS. This proxy hereby revokes all prior proxies
given with respect to the shares of the undersigned.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
. FOLD AND DETACH HERE .
JACK CARL/312-FUTURES, INC.
ANNUAL MEETING OF SHAREHOLDERS
February 14, 1996, 10:00 a.m.
One Turnberry Place, Suite 800
19495 Biscayne Boulevard
Aventura, Florida 33180
<PAGE>
1. Election of Directors: THE ELECTION OF THE FOLLOWING NOMINEES TO THE BOARD
OF DIRECTORS UNLESS OTHERWISE INDICATED:
FOR WITHHOLD JOEL EIDELSTEIN COLLEEN M. RUGGIO
all nominees AUTHORITY GEORGE MYERS
listed for all nominees ZALMAN LEKACH
[ ] [ ] IN THE EVENT THE UNDERSIGNED WISHES TO
WITHHOLD AUTHORITY TO VOTE FOR ANY
PARTICULAR NOMINEE OR NOMINEES LISTED
ABOVE, PLEASE SO INDICATE BY CLEARLY AND
NEATLY LINING THROUGH OR STRIKING OUT THE
NAME OF ANY SUCH NOMINEE OR NOMINEES.
2. Approval of Name Change: THE CHANGE OF THE COMPANY'S NAME TO IFX
CORPORATION AS REQUIRED BY THE AGREEMENT BETWEEN INDEX FUTURES GROUP, INC.
AND ED&F MAN, INC.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Appointment of Independent Auditor: THE APPOINTMENT OF ARTHUR ANDERSEN &
CO., LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE UPCOMING YEAR.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion upon such other matters as may properly come before
the meeting or any adjournment thereof.
Please Complete, sign and mail this
proxy promptly in the enclosed
envelope. No postage is required for
mailing in United States.
Dated:_______________________, 1997
No. of Shares ____________ __________________________________
Signature
__________________________________
Signature
IMPORTANT: Please date this proxy
and sign exactly as your name
appears on this proxy. If shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give 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.
. FOLD AND DETACH HERE .
ADMISSION TICKET
ANNUAL MEETING
<PAGE>
OF
Jack Carl/312-Futures, Inc.
Friday, February 14, 1997
10:00 a.m.
One Turnberry Place, Suite 800
19495 Biscayne Boulevard
Aventura, Florida 33180
===============================================================================
AGENDA
------
* Election of Directors
* Approval of Name Change
* Appointment of Independent Auditor
===============================================================================
