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
[X] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
GVC Venture Corp.
-----------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class 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>
GVC VENTURE CORP.
425 EAST 58TH STREET
SUITE 31C
NEW YORK, NY 10022
------------------
NOTICE OF MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 6, 2000
------------------
To the Stockholders of
GVC Venture Corp.:
NOTICE IS HEREBY GIVEN that a Meeting of Stockholders of GVC Venture
Corp., a Delaware corporation (the "Company"), will be held at the Ninth Floor
Conference Center at the offices of Parker Chapin LLP, The Chrysler Building,
405 Lexington Avenue, New York, New York 10174, on Wednesday, December 6, 2000
at 10:00 a.m., New York time, at which the following matters are to be presented
for consideration:
1. the election of four (4) directors to serve until the next
Annual Meeting of Stockholders and until their respective
successors are elected and qualified and as set forth in the
accompanying Proxy Statement;
2. the approval of a proposed amendment to the Company's
Certificate of Incorporation to increase the number of
authorized shares of the Company's Common Stock, par value
$.10 per share, from 10,000,000 to 50,000,000; and
3. the ratification of the selection by the Board of Directors of
Ernst & Young LLP as the Company's independent public
accountants for the fiscal year ending June 30, 2001; and
4. the transaction of such other business as may properly come
before the meeting or any adjournments or postponements
thereof.
The close of business on November 3, 2000 has been fixed as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the meeting and any adjournments or postponements thereof.
By Order of the Board of Directors,
Marc J. Hanover,
Secretary
November 10, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE ENCLOSED ENVELOPE IN THE UNITED STATES.
<PAGE>
GVC VENTURE CORP.
425 EAST 58TH STREET
SUITE 31C
NEW YORK, NY 10022
--------------------
PROXY STATEMENT
FOR MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 6, 2000
------------------------
This Proxy Statement, to be mailed to stockholders of GVC Venture
Corp., a Delaware corporation (the "Company"), on or about November 10, 2000, is
furnished in connection with the solicitation by the Board of Directors of the
Company of proxies in the accompanying form ("Proxy" or "Proxies") to be used at
the Meeting of Stockholders of the Company to be held on Wednesday, December 6,
2000 at 10:00 a.m., New York time, and at any adjournments or postponements
thereof (the "Meeting"). The Meeting will be held at the Ninth Floor Conference
Center of Parker Chapin LLP, Chrysler Building, 405 Lexington Avenue, New York,
New York 10174.
The close of business on November 3, 2000 has been fixed as the record
date (the "Record Date") for the determination of stockholders entitled to
notice of, and to vote at, the Meeting. On the Record Date, there were
outstanding 3,614,710 shares of the Company's Common Stock ("Common Stock"). The
presence of a majority of all such shares at the Meeting, in person or by proxy,
will constitute a quorum for the transaction of business at the Meeting. Each
outstanding share of Common Stock on the Record Date is entitled to one vote on
all matters to be voted on at the Meeting. A plurality of the votes of shares
present in person or represented by proxy at the Meeting and entitled to vote
thereon will be required for the election of directors (Proposal 1); and to
ratify the selection of Ernst & Young, LLP as the Company's independent public
accountants for the fiscal year ended June 30, 2001 (Proposal 3). A majority of
the outstanding shares present in person or represented by proxy and entitled to
vote thereon will be required to approve the amendment to the Company's
Certificate of Incorporation (Proposal 2).
Proxies properly executed and received in time for the Meeting will be
voted in accordance with the specifications made thereon or, in the absence of
specification, for all nominees named herein to serve as directors and in favor
of each of the other matters proposed in this Proxy Statement by the Board of
Directors. The Board of Directors does not intend to bring before the Meeting
any matter other than those described above, and has not received notice of and
is not aware of any other matters that are to be presented by stockholders for
formal action at the Meeting. If, however, any other matters or motions come
before the Meeting, it is the intention of the persons named in the accompanying
Proxy to vote such Proxy in accordance with their judgment on such matters or
motions, including any matters dealing with the conduct of the Meeting. Proxies
submitted which contain abstentions or broker non-votes will be deemed
<PAGE>
present at the Meeting for determining the presence of a quorum. Abstentions are
considered shares entitled to vote at the Meeting, while shares subject to
broker non-votes with respect to any matter are not considered shares entitled
to vote with respect to that matter. Abstentions and broker non-votes will have
no effect on the election of directors or the outcome of any of the other
proposals set forth in this Proxy Statement. Any Proxy may be revoked by the
person giving it at any time prior to the exercise of the powers conferred
thereby by a written notice of revocation to Marc J. Hanover, Secretary of the
Company, 140 West 57th Street, Suite 10C, New York, NY 10019, by submitting a
duly executed proxy bearing a later date at the foregoing address or at the
Meeting, or by voting in person at the Meeting.
<PAGE>
SECURITY HOLDINGS OF CERTAIN
STOCKHOLDERS, MANAGEMENT AND NOMINEES
The following table sets forth information, as of the Record Date, with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person (including any "group", as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934) known by the Company to own more than 5% of the
outstanding shares of the Company's Common Stock, (ii) each director and nominee
to serve as a director of the Company, (iii) each executive officer named in the
Summary Compensation Table under the caption "Executive Compensation", below,
and (iv) all executive officers and directors of the Company as a group. The
Company understands that each beneficial owner has sole voting and investment
power with respect to all shares attributable to such owner.
<TABLE>
<CAPTION>
Amount & Nature of
Name Beneficial Owner Beneficial Ownership Percent of Class
--------------------- -------------------- ----------------
<S> <C> <C>
Palisade Investors LLC 704,545 19.5%
1 Bridge Plaza
Fort Lee, NJ 07024
Russell Banks 644,156(1) 17.8%
14 East 75th Street
New York, NY 10021
Gordon L. Banks 249,808 6.9%
25 Fifth Avenue
New York, NY 10003
Marc J. Hanover 159,149(2) 4.4%
425 East 58th Street
New York, NY 10022
Cornelius J. Reid, Jr. 22,840 .6%
111 Horseshoe Road
Mill Neck, NY 11765
John J. Hoey 22,727 .6%
Box 40A
711 Mt. Moro Road
Villanova, PA 19085
All executive officers 1,098,680(1) 30.3%
and directors as a group
(5 persons)
</TABLE>
-----------------------
(1) Includes 294,156 shares of common stock owned by two trusts of which
Mr. Banks is the trustee.
(2) Includes 10,000 shares exercisable within 60 days.
-4-
<PAGE>
PROPOSAL 1.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation and By-Laws provide that the
Board of Directors shall be divided into three classes, designated as Class I,
Class II and Class III. These classes are required to be as nearly equal in
number as the then total n umber of directors constituting the entire Board of
Directors permits. The Board currently consists of four directors, comprised of
one Class I director (Gordon L. Banks), one Class II director (Russell Banks)
and two Class III directors (John J. Hoey and Cornelius J. Reid, Jr.). Each of
these individuals has served as a director since 1987. As no stockholders'
meeting has been held since 1995, all three classes of directors will be elected
at the Meeting. The persons nominated for Class I, Class II and Class III
directors will serve for terms expiring at the next succeeding Annual Meeting of
Stockholders, the second succeeding Annual Meeting of Stockholders and the third
succeeding Annual Meeting of Stockholders, respectively, and until their
respective successors are elected and qualified. At each Annual Meeting of
Stockholders subsequent to the Meeting, one class of directors will be elected
to succeed those directors in the class whose terms then expire, the directors
in such class to serve for a term expiring at the third succeeding Annual
Meeting of Stockholders. Unless otherwise directed, the persons named in the
enclosed Proxy intend to cast all votes pursuant to Proxies received for the
election of Gordon L. Banks as the Class I director, Russell Banks as the Class
II director and John J. Hoey and Cornelius J. Reid, Jr. as the Class III
directors (said persons being hereinafter referred to as the "Nominees").
The Company believes that each Nominee is available to serve as a
director. In the event that any Nominee should become unavailable or unable to
serve for any reason, the holders of the Proxies have discretionary authority to
vote for an alternative nominee who will be designated by the Board of
Directors.
BACKGROUND OF NOMINEES
Gordon L. Banks, 45, has served as President of the Company since June
1988, after serving as Vice President of the Company since its inception.
Russell Banks, 81, has served as the Company's Chief Executive Officer
since its inception, first as President of the Company until June 1988 and since
then as Chairman of the Board of Directors. From 1961 through June 8, 1995, Mr.
Banks's principal occupation was as President, Chief Executive Officer and a
Director of Grow Group, Inc. Imperial Chemical Industries PLC ("ICI") acquired
Grow Group, Inc., by means of a cash tender offer in June 1995. Mr. Banks had
been retained as a consultant to ICI for a year.
John J. Hoey, 61, was President, Chief Executive Officer and Director
of Hondo Oil & Gas Inc. ("Hondo"), a publicly quoted oil and gas company, until
it was merged into Lonmin, Plc. (UK) on December 23, 1998. He became a Director
of Hondo in June 1993 and President and Chief Executive Officer on December 1,
1993. He has been the President of Beneficial Capital Corp., which wholly owns,
controls, or has equity interests in public and private oil and
-5-
<PAGE>
gas companies, proprietary schools and brew pubs. He has been a Director of
Beneficial Capital Corp. for more than the past five years. Mr. Hoey also served
as President and a director of Atlantic Refining and Marketing Corp., a marketer
of refined petroleum products, for more than five years prior to its sale to Sun
Company in November 1988 and Atlantic Fuels Marketing Corp. (formerly Ultramar
Petroleum Inc.) prior to its liquidation and sale of operating divisions in
1991.
Cornelius J. Reid, Jr., 76, has, since November 1989, been Vice
Chairman of AON Insurance Services of New York and, for more than five years
prior thereto was Chairman, Chief Executive Officer and a Director of Rollins
Hudig Hall of New York, Inc. (formerly Rollins Burdick Hunter), an insurance
brokerage firm. Rollins Hudig Hall provides insurance brokerage services for the
Company.
Marc J. Hanover, 50, has served as Vice President Finance, Treasurer
and Secretary and Chief Financial Officer of the Company since its inception.
Gordon L. Banks is the son of Russell Banks. Marc J. Hanover is the
nephew of Russell Banks' wife. None of the other directors or officers are
related.
REQUIRED VOTE
A plurality of the votes cast by the shares present in person or
represented by proxy at the Meeting and entitled to vote for the election of
directors will elect directors.
The Board of Directors recommends that stockholders vote FOR each of
Russell Banks, Gordon Banks, John Hoey and Cornelius J. Reid. to serve as
directors.
COMMITTEES
The Board of Directors has no audit, compensation or nominating
committee. The Company does, however, have a Stock Option Committee which
currently consists of John J. Hoey and Cornelius J. Reid, Jr. During the
Company's last fiscal year, its Board of Directors held one meeting and its
Stock Option Committee held one meeting. Each director attended each meeting of
the Board of Directors and of the committee of which he was a member, either in
person or by conference telephone call, which was held during the fiscal year
ended June 30, 2000.
-6-
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
No executive officer has received any cash compensation during any of
the three fiscal years ended June 30, 2000. Accordingly, a Summary Compensation
Table is not included in this Proxy Statement. Since January 1, 1994, no
compensation has been paid to any officer or director of the Company.
STANDARD REMUNERATION OF DIRECTORS
The Company has paid no directors' fees since June 30, 1993. Prior to
the discontinuance of the payment of directors' fees during fiscal 1993 (during
which each of John J. Hoey and Cornelius J. Reid, Jr., the Company's
non-employee directors, received $2,912), it was the Company's practice to pay
an annual retainer of $5,000 and a fee of $500 for participating in each meeting
of the Board of Directors or Committee thereof to its non-employee directors. It
is anticipated that the payment of such retainer and fees will be resumed after
the Company has acquired a business. Directors are not reimbursed for expenses
incurred in attending Board and Committee meetings.
OPTION GRANTS AND EXERCISES IN LAST FISCAL YEAR-END VALUES
During the fiscal year ended June 30, 2000, no options were granted to
or exercised by any executive officer. Options for 10,000 shares were granted to
Marc J. Hanover during fiscal 1999. These options are exercisable at $.22 per
share. An additional 25,000 options were granted to Mr. Hanover in September,
2000. These options are exercisable at $.10 per share.
<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(a) (b) (c) (d) (e)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Number of Value of
Unexercised Options Unexercised
at August 28, 2000 In-The-Money Options
(#) at
August 28, 2000 ($)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Name and Principal Shares Acquired on Value Realized Exercisable/
Position Exercise (#) ($) Unexercisable
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Russell Banks 0 0 0 0
Chairman
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Gordon Banks 0 0 0 0
President
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Mark Hanover 0 0 35,000 0
VP Finance
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
CERTAIN TRANSACTIONS
In order to fund the operations of the Company, (which are
approximately $37,000 per year), Mr. Russell Banks, Chairman of the Board, and
Palisades Investors, LLC have invested a total of $159,790 in the Company since
1997. Mr. Russell Banks, Chairman of the Board invested $9,790 for 44,500 shares
at $.22 per share in 1997 and $25,000 for 250,000 shares at
-7-
<PAGE>
$.10 per share in 2000. Palisades Investors LLC invested $100,000 for 454,545 at
$.22 per share in 1998 and $25,000 for 250,000 shares at $.10 per share in 2000.
During the fiscal years ended June 30, 1997, 1998, 1999 and 2000 there
were reported trades of common stock at prices that ranged from 1/64 to 20/64,
3/64 to 20/64, none, and 1/64 to 8/64 respectively.
PROPOSAL 2
APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED
COMMON STOCK
On September 18, 2000 the Board of Directors adopted a resolution
approving a proposal to amend Article Fourth of the Company's Certificate of
Incorporation to increase the number of shares of Common Stock which the Company
is authorized to issue from 10,000,000 to 50,000,000. The Board of Directors
determined that such amendment is advisable and directed that the proposed
amendment be considered at the Meeting.
PURPOSES AND EFFECTS OF INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK
The proposed amendment would increase the number of shares of Common
Stock which the Company is authorized to issue from 10,000,000 to 50,000,000.
The additional 40,000,000 shares will be a part of the existing class of Common
Stock and, if and when issued, will have the same rights and privileges as the
shares of Common Stock presently issued and outstanding. Each share of Common
Stock entitles the holder to one vote. The holders of Common Stock of the
Company are not entitled to preemptive rights or cumulative voting.
A copy of the proposed amendment to Article Fourth of the Company's
Certificate of Incorporation is set forth in Exhibit A to this Proxy Statement.
The Company has no present plans, arrangements or understandings for
the issuance or use of the proposed additional shares of Common Stock. However,
the Board of Directors believes that the adoption of the proposed amendment is
advantageous to the Company and its stockholders. The proposed amendment would
provide additional authorized shares of Common Stock that could be used from
time to time, without further action or authorization by the stockholders
(except as may be required by law or by any stock exchange on which the
Company's securities may then be listed), for corporate purposes which the Board
of Directors may deem desirable, including, without limitation, stock splits,
stock dividends or other distributions, financings, acquisitions, stock grants,
stock options and employee benefit plans.
The authority possessed by the Board of Directors to issue Common Stock
could also potentially be used to discourage attempts by others to obtain
control of the Company through merger, tender offer, proxy contest or otherwise
by making such attempts more difficult or costly
-8-
<PAGE>
to achieve. The Board of Directors is not aware of any proposals by others to
obtain control of the Company.
If the proposed amendment is adopted, there would be 46,885,290
authorized shares of Common Stock that are not outstanding or reserved for
issuance. As of the Record Date, the Company had 3,614,710 shares of Common
Stock issued and 35,000 shares of Common Stock reserved for issuance upon
exercise of outstanding options.
VOTE REQUIRED FOR APPROVAL AND RECOMMENDATION
In accordance with the Delaware General Corporation Law and the
Company's Certificate of Incorporation, the affirmative vote of a majority of
the outstanding shares of Common Stock entitled to vote thereon is required to
adopt the proposed amendment. Abstentions and broker non-votes are not
considered cast.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS PROPOSAL.
PROPOSAL 3
APPROVAL OF SELECTION OF AUDITORS
The Board of Directors of the Company has, subject to stockholder
approval, appointed Ernst & Young LLP, independent public accountants, to audit
the company's financial statements for the fiscal year ending June 30, 2001.
Ernst & Young LLP has audited the Company's annual financial statements since
the Company was organized in 1987. A resolution will be submitted to
stockholders at the Meeting to ratify and approve such appointment. The Board of
Directors recommends a vote FOR this resolution.
Ernst & Young LLP has indicated to the Company that it intends to have
a representative present at the Meeting who will be available to respond to
appropriate questions. Such representative will have the opportunity to make a
statement if he so desires. If the resolution for the ratification and approval
of the appointment of Ernst & Young LLP as the Company's independent auditors is
approved by stockholders, the Board of Directors nevertheless retains the
discretion to select different auditors in the future should it then deem it in
the Company's best interest. Any such future selection need not be submitted to
a vote of stockholders.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
beneficially own more than 10% of the Company's Common Stock, to timely file
initial statements of stock ownership and statements of changes of beneficial
ownership with the Securities and Exchange Commission and furnish copies of
those statements to the Company. Based solely on a review of the copies of the
statements furnished to the Company to date, or written representations that no
statements
-9-
<PAGE>
were required, the Company believes that all statements required to be filed by
such persons with respect to the Company's fiscal year ended June 30, 2000 were
timely filed.
MISCELLANEOUS
STOCKHOLDER PROPOSALS
From time to time stockholders may present proposals which may be
proper subjects for inclusion in the proxy statement and form of proxy related
to that meeting. In order to be considered, such proposals must be submitted in
writing on a timely basis. Stockholder proposals intended to be included in the
Company's proxy statement and form of proxy relating to the Company's Annual
Meeting of Stockholders to be held in the year 2001 must be received by ______
2001. Any such proposals, as well as any questions relating thereto, should be
directed to the Secretary of the Company, 425 East 58th Street, Suite 31C, New
York, NY 10022. As to any proposals intended to be presented by a stockholder,
without inclusion in the Management's proxy statement and form of proxy for the
Company's next Annual Meeting, the proxies named in the Management's form of
proxy for that meeting will be entitled to exercise discretionary authority on
that proposal unless the Company receives notice of the matter on or before
__________, 2001. However, even if such notice is timely received, such proxies
may nevertheless be entitled to exercise discretionary authority on that matter
to the extent permitted by Securities and Exchange Commission regulations.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K for the year ended
June 30, 2000, which has been filed with the Securities and Exchange Commission,
is enclosed and is also available, without charge, to stockholders who are
interested in more detailed information about the Company. Requests for a copy
of that report should be addressed to Marc Hanover, GVC Venture Corp., 425 East
58th Street, Suite 31C, New York, NY 10022, telephone number (212) 753-1812.
SOLICITATION OF PROXIES
The cost of solicitation of Proxies, including the cost of reimbursing
banks, brokers and other nominees for forwarding proxy solicitation material to
the beneficial owners of shares held of record by them and seeking instructions
from such beneficial owners, will be borne by the Company. Proxies may be
solicited without extra compensation by certain officers, directors and regular
employees of the Company by mail and, if determined to be necessary, by
telephone, telecopy, telegraph or personal interview.
OTHER MATTERS
The Board of Directors does not intend to bring before the Meeting any
matter other than those specifically described above and knows of no matters
other than the foregoing to come before the Meeting. If any other matters or
motions properly come before the Meeting, it is the intention of the persons
named in the accompanying Proxy to vote the Proxy in accordance with
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<PAGE>
their judgment on such matter or motions, including any matters dealing with the
conduct of the Meeting.
By Order of the Board of Directors,
Marc J. Hanover
Secretary
New York, New York
November 10, 2000
-11-
<PAGE>
PROXY GVC VENTURE CORP. PROXY
PROXY FOR MEETING OF STOCKHOLDERS - DECEMBER 6, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, as proxies for the undersigned,
RUSSELL BANKS and GORDON L. BANKS, or either of them, with full power of
substitution, to vote all shares of the capital stock of GVC Venture Corp. (the
"Company") which the undersigned is entitled to vote at the Meeting of
Stockholders of the Company to be held on Wednesday, December 6, 2000, at 10:00
a.m., New York time, at the Ninth Floor Conference Center of Parker Chapin LLP,
The Chrysler Building, 405 Lexington Avenue, New York, NY 10174, and at any
adjournments or postponements thereof, upon the matters described in the Notice
of Meeting and Proxy Statement and upon such other business as may properly come
before the meeting or any adjournments or postponements thereof, hereby revoking
any proxies heretofore given. Receipt of Notice of such meeting and the Proxy
Statement accompanying the same hereby acknowledged by the undersigned.
EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE ON THE REVERSE SIDE HEREOF. WHERE NO DIRECTION TO VOTE ON A
SPECIFIC MATTER IS GIVEN, THE PROXIES WILL BE DEEMED AUTHORIZED TO VOTE FOR EACH
LISTED NOMINEE TO SERVE AS A DIRECTOR AND FOR PROPOSALS 2 AND 3.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)
<PAGE>
GVC Venture Corp.
PLEASE MARK VOTE IN SQUARE IN THE FOLLOWING MANNER USING DARK INK ONLY. |_|
A vote FOR each nominee and FOR proposals 2 and 3 is recommended by the Board of
Directors.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS - For Withhold For All
Nominees: All All Except
| | | | | |
---------------------------------
(Except Nominee(s) written above)
FOR AGAINST ABSTAIN
2. To authorize an amendment to the Company's |_| |_| |_|
Certificate of Incorporation in order to
increase the authorized Common Stock from
10,000,000 to 50,000,000, as described in
the proxy statement
FOR AGAINST ABSTAIN
3. To ratify the selection of Ernst & Young LLP as |_| |_| |_|
independent public accountants for the Company.
</TABLE>
Dated ________ , 2000
Signature(s)
-----------------------------------------
NOTE: Please sign your name or names exactly
as set forth hereon. If signing as attorney,
executor, administrator, trustee or
guardian, please indicate the capacity in
which you are acting. Proxies executed by
corporations should be signed by a duly
authorized officer and should bear the
corporate seal.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE>
EXHIBIT A
---------
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GVC VENTURE CORP.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
GVC Venture Corp.
2. The Certificate of Incorporation of the Corporation is hereby amended
by striking out the first paragraph of Article FOURTH thereof and by
substituting in lieu of said paragraph the following new paragraph:
"FOURTH: The total number of shares which the Corporation
shall have authority to issue is Fifty One Million (51,000,000), of
which Fifty Million (50,000,000) shall be Common Stock with a par value
of Ten Cents ($.10) per share; and One Million (1,000,000) shall be
Preferred Stock without par value."
3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Sections 141 and 242
of the General Corporation Law of the State of Delaware.
Signed on ________________, 2000
-------------------------------
, President
