<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:
[_] 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
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 approve a change of name of the Company as required by the
Agreement between Index Futures Group, Inc., and E.D.& F. Man International
Inc. (Item No. 2 on proxy card);
3. To ratify the appointment of Arthur Andersen LLP as independent
auditors for the Company for the coming year (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
/s/ Bruce E. Mathias
-------------------------------------
Bruce E. Mathias, Secretary
Date: January 20, 1997
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. In addition, there are issued
and outstanding 400,000 shares of Class A Preferred Stock. Each share of
Common and Preferred Stock 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 director, the Company's
chief executive officer and the Company's three other most highly compensated
officers as of June 30, 1996. Also included are persons known by the Company
to own more than five percent or more of the common stock of the Company 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)(6)(7).... 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(6).......... 1,801,063 5.36%
Philip A. Tanzar(6)(8)...... 0 0%
All officers and directors
as a group (4 persons)..... 281,641 .83%
</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 Company. 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 Company 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) Ceased to be an executive officer effective July 1, 1996.
(7) Resigned as Director effective close of business July 1, 1996.
(8) Resigned as a Director effective October 1, 1996.
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 nominated to be 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.
2
<PAGE>
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.
("ISI"), Index Management Services, Inc. ("IMSI"), and Index Futures Group,
Inc. ("Index") 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, Brokers Resource Corp. ("BRC") and ISI and chief financial
officer and director of Index, Index Futures Arb Group, Inc. ("ARB"), Jack
Carl Management and Trading, Inc. ("JCMT"), Index Forward Trading Group, Inc.
("IFTG"), and Index Currency Trading Group, Inc. ("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, Research Department, Inc. ("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 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.
3
<PAGE>
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)...... 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
E.D.& 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.
(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.
4
<PAGE>
OPTION GRANTS IN FISCAL 1996 AND THROUGH NOVEMBER 30, 1996
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
% OF TOTAL STOCK PRICE APPRECIATION FOR
OPTIONS GRANTED OPTION TERM
TO EMPLOYEES IN -----------------------------
NAME OPTIONS GRANTED FISCAL YEAR EXERCISE PRICE EXPIRATION DATE 5% 10%
- ---- --------------- --------------- -------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
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 Company (see "Employment
Agreements").
(2) The options expire upon Mr. Meyer's death or June 30, 1998.
(3) The potential realizable value calculations assume the expiration date of
June 30, 1998, the termination date of the option agreement.
FISCAL 1996 OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth options exercised by the Company's chief
executive officer and the Company'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
Company's stock on November 30, 1996.
<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)......... -- -- 1,750,000/0 $31,250/0
Michael J. Moss(1)......... -- -- 0/0 $ 0/0
Allyson D. Laackman........ -- -- 125,000/0 $ 0/0
Philip A. Tanzar(2)........ -- -- 0/0 $ 0/0
</TABLE>
- --------
(1) As of July 1, 1996, these individuals were no longer officers, directors or
employees.
(2) As of July 1, 1996, Mr. Tanzer was no longer an officer or employee. As of
October 1, 1996, Mr. Tanzer was no longer a director.
Effective at the close of business July 1, 1996, Burton J. Meyer, formerly
President of the Company, became an executive of MINC and as of that date
resigned all his positions with the Company 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 Company 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 Company to pay Mr. Meyer severance in the amount of $316,100.
Mr. Meyer will be paid an additional $316,100 by the Company 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 Company and as
an additional inducement to Mr. Meyer to accept employment with MINC, the Board
of Directors of the Company, on November 7, 1996, reissued to
5
<PAGE>
Mr. Meyer options to purchase 1,250,000 shares of the Company's common stock at
an option price of $0.24 per share scheduled to expire June 30, 1998. The
original five year option to purchase 1,250,000 shares of the Company'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 was
employed by the Company. The original option agreement terminated July 1, 1996
upon Mr. Meyer's employment with MINC.
COMPARATIVE STOCK PRICE PERFORMANCE GRAPH
TOTAL SHAREHOLDER RETURNS
LOGO
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
<CAPTION>
INDEX RETURNS
YEARS ENDING
----------------------------------
BASE PERIOD
COMPANY/INDEX JUN91 JUN92 JUN93 JUN94 JUN95 JUN96
- ------------- ----------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
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>
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
was entitled to 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 Index's business being sold, 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 superseded 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 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 November, 1996, the Board of Directors approved a new employment agreement
for Ms. Laackman. This agreement provides among other things that she serve as
the Company's Chief Financial Officer for an hourly rate of $125 per hour for a
term ending June 30, 1997. It is expected that she will average 24 hours per
week, however actual hours may be more or less. In addition to her hourly
compensation, Ms. Laackman is entitled to an annual bonus based upon the earn
out from the sale of assets to MINC.
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 $156,000.
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.
7
<PAGE>
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.
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 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 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 1500, 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
/s/ Bruce E. Mathias
_____________________________________
Bruce E. Mathias, Secretary
Dated: January 9, 1997
8
<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 E. 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 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 Zalman Lekach
all nominees AUTHORITY George Myers Colleen M. Ruggio
listed for all nominees
[_] [_] 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 E.D.& F.
Man International Inc.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Appointment of Independent Auditor: The appointment of Arthur Andersen 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
================================================================================
