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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
Intellicall, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[INTELLICALL LETTERHEAD]
DECEMBER 7, 2000
To the Stockholders of
Intellicall, Inc.
Dear Stockholders:
I am writing to inform you that we are delaying our annual meeting
for the year 2000 until we have finalized our preliminary proxy statement
filed with the Securities and Exchange Commission on October 18, 2000. This
year our board of directors will ask our stockholders to vote not only on the
election of directors and amendments to our 1991 Stock Option Plan, but will
also ask stockholders to vote on several non-routine matters. Currently,
those matters include the issuance of common stock and options in connection
with a proposed merger between Wireless WebConnect!, Inc. and a subsidiary of
Intellicall, which was announced to the public on August 30, 2000.
Additionally, if the issuance of common stock and options with regard to the
merger is approved, stockholders will be asked to vote on changing
Intellicall's name to Wireless WebConnect!, Inc. Finally, stockholders will
be asked to vote on amending Intellicall's certificate of incorporation to
increase the shares of common stock authorized for issuance.
The specific date of the annual meeting has not been determined. At
this time we estimate the annual meeting will be held sometime during January
2001. Although we could hold a separate annual meeting earlier to vote on
the election of directors and amendments to the 1991 Stock Option Plan, we
have determined that it is in the best interests of Intellicall to hold one
meeting thereby saving the expense of holding two meetings within a
relatively short period of time.
Stockholders may submit proposals on matters appropriate for
stockholder action at our annual meeting consistent with Rule 14a-8
promulgated under the Exchange Act. Any proposal that a stockholder intends
to present at the upcoming annual meeting, which is currently anticipated to
take place in January 2001, should be received by us at our principal
executive office no later than December 20, 2000 in order to be included in
the proxy materials for that meeting.
This letter is not a solicitation of proxies. As soon as the
definitive proxy statement has been filed with the Securities and Exchange
Commission, we will mail a copy of the definitive proxy statement and an
annual report on Form 10-K/A to all stockholders of Intellicall of record as
of November 6, 2000 or such other record date as
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may be established for the annual meeting. You should read the definitive
proxy statement when it is available because it will contain important
information.
Sincerely,
John J. McDonald, Jr.
President and Chief Executive Officer
LEGEND
INTELLICALL AND ITS OFFICERS AND DIRECTORS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM INTELLICALL'S STOCKHOLDERS
WITH RESPECT TO THE MERGER AND RELATED TRANSACTIONS. INFORMATION REGARDING
THE IDENTITY OF THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF STOCKHOLDERS OF INTELLICALL IN CONNECTION
WITH THE PROPOSED MERGER, AND THEIR INTERESTS IN THE SOLICITATION, ARE SET
FORTH IN A SCHEDULE 14A FILED ON OCTOBER 18, 2000 WITH THE SEC. INTELLICALL
WILL BE FILING A PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CONCERNING THE
PROPOSED TRANSACTION WITH THE SEC. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. INVESTORS
MAY OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE SEC'S WEBSITE (www.sec.gov).
IN ADDITION, DOCUMENTS FILED WITH THE SEC BY INTELLICALL MAY BE OBTAINED FREE
OF CHARGE BY CONTACTING INTELLICALL, INC., 2155 CHENAULT, SUITE 410,
CARROLLTON, TEXAS 75006 (972) 416-0022. INVESTORS SHOULD READ THE PROXY
STATEMENT CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
