[COMPANY LETTERHEAD]
Notice to Shareholders
American Digital Communications, Inc.
Annual Meeting of Shareholders to be held
Wednesday, August 25, 1999, 10:00 A.M.
Dear Shareholder:
The package of proxy materials mailed to you on or about July 21, 1999,
contained a "white" proxy card which omitted the names of the persons to be your
proxies and vote your shares at the Annual Meeting.
Enclosed is a new "blue" proxy card, which now includes the names of John G.
Simmonds, Chairman, and Carrie J. Weiler, Secretary.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, AND WHETHER OR NOT YOU
HAVE PREVIOUSLY RETURNED THE "WHITE" PROXY CARD TO THE COMPANY, PLEASE COMPLETE,
SIGN AND RETURN PROMPTLY THIS "BLUE" PROXY CARD IN THE ACCOMPANYING ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. If you attend the
Annual Meeting, having returned this "blue" proxy card will not restrict your
right to vote in person.
To ensure that we have a quorum for the Annual Meeting and to avoid any
additional expense to the Company, we urge you to return the "blue" proxy card
immediately.
Your vote is important to us. We apologize for any inconvenience and thank you
for your cooperation.
Very truly yours,
/s/ Carrie J. Weiler
Carrie J. Weiler
Secretary
July 30, 1999
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A M E R I C A N D I G I T A L C O M M U N I C A T I O N S , I N C .
Annual Meeting of Shareholders
T H I S P R O X Y I S S O L I C I T E D O N B E H A L F
O F T H E B O A R D O F D I R E C T O R S
The undersigned hereby appoints John G. Simmonds, Chairman and Carrie J.
Weiler, or if only one is present, then that individual, with full power of
substitution, to vote all shares of AMERICAN DIGITAL CORPORATION, INC. (the
"Company"), which the undersigned is entitled to vote at the Annual Meeting of
the Company's Shareholders to be held at The St. Regis Hotel, Fifth Avenue at 55
th Street, New York, New York, on the 25 th day of August, 1999, at 10:00 a.m.
New York City time, and at any adjournment or postponement thereof, hereby
ratifying all that said proxies or their substitutes may do by virtue hereof,
and the undersigned authorizes and instructs said proxies to vote as follows:
1. ELECTION OF DIRECTORS:
To elect the nominees for director below for a term of one year;
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
John G. Simmonds Kenneth J. Adelberg
Charles Cernansky J. Harry Dunstan
Ian Macdonald Arnold Smolen
Lawrence P. Aziz
2. APPROVAL OF AUDITORS:
To ratify and approve the appointment of Pannell Kerr Forster PC as
independent public auditors for the fiscal year ending February 28, 2000;
|_| FOR |_| AGAINST |_| ABSTAIN
3. APPROVAL OF CHANGE OF NAME:
To approve the change of the name of the Company to TrackPower, Inc.
|_| FOR |_| AGAINST |_| ABSTAIN
and in their discretion, upon any other matters that may properly come before
the meeting or any adjournment or postponement thereof.
(Continued and to be dated and signed on the other side.)
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF NO OTHER DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR
PROPOSALS 2 AND 3.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
Receipt of the Notice of Annual Meeting of Shareholders and of the Proxy
Statement and Annual Report of the Company accompanying the same is hereby
acknowledged.
Dated: ____________________, 1999
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(Signature of Stockholder)
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(Signature of Stockholder)
Your signature should appear the same as
your name appears herein. If signing as
attorney, executor, administrator,
trustee or guardian, please indicate the
capacity in which signing. When signing
as joint tenants, all parties to the
joint tenancy must sign. When the proxy
is given by a corporation, it should be
signed by an authorized officer.
