SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the registrant |_|
Filed by a party other than the registrant |X|
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.
|X| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
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(Name of Registrant as Specified in Its Charter)
INFINITY, INC.
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
DAVID J. SMITH
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.
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(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.
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|_| 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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Message to Infinity Shareholders:
On this date, I have filed with the Securities and Exchange Commission,
under cover of Schedule 14A and this letter, eight bulletin board messages (the
"Bulletin Board Message") that I posted on the Yahoo! Finance Message Board
relating to Infinity, Inc. (the "Company"). These Bulletin Board Messages were
posted during the period between December 5, 1998 and March 1, 1999.
At the same time as I am filing the Bulletin Board Messages, I am, and
hereby do, retract the statements contained in these Bulletin Board Messages.
These statements were intended to represent an expression of my exasperation and
frustration rather than an expression of documentary fact.
This retraction of the statements contained in the Bulletin Board
Messages should not be interpreted as an endorsement of management of the
Company. I continue to be extremely disappointed in the dramatic decline in the
stock price of the Company from $3.75 per share in October 1997 to $.28 per
share in February 1999. This represents a 92% decline in the stock price over
this period.
I am not soliciting your proxy or your vote by this communication. I
directly own 361,499 shares of Infinity common stock. Under the rules of the
Securities and Exchange Commission, I may also be deemed to own an additional
266,000 shares of Infinity common stock that are beneficially owned by Nils P.
Peterson. Mr. Peterson and I have filed a Schedule 13D with the Securities and
Exchange Commission to report that we have formed a group to propose, and
solicit proxies to elect, a new slate of directors for the Company.
David J. Smith
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MESSAGES POSTED ON YAHOO! FINANCE MESSAGE BOARD
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The following message was posted by David J. Smith (using the user name
"thoranly") on the Yahoo! Finance Message Board relating to Infinity, Inc., on
December 5, 1998:
Shareholder concerns
by: thoranly
When shareholders are dissatisfied with a public company's performance
they are allowed to take action to remove management and directors. This is
especially true for management incompetence and financial abuse and suspected
deceit and fraudulent business status representations.
Shareholders are allowed to identify other shareholders and discuss
with them their concern in order to ascertain whether their concerns are similar
as long as there is no solicitation for a proxy or similar instrument until the
proper SEC filings are secured. However, any amount of information may be shared
among shareholders in order to understand other shareholders' thoughts. The
first thing is to identify similar thinking shareholders.
I am one who believes that there are too many good managers in the oil
and gas industry for us as owners of Infinity to put up with present management
and directors and action should be considered to redress this situation. Let us
exercise our shareholder rights and begin to search for shareholders and discuss
these issues.
The following message was posted by David J. Smith (using the user name
"thoranly") on the Yahoo! Finance Message Board relating to Infinity, Inc. on
December 16, 1998:
Deal or asset saved from loss!!
by: thoranly
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The Evergreen deal was made in spite of Infinity management rather than
by them. Throughout the process management believed they were doing a good job
of development and only the weather, lack of money and total lack of drilling
and completion experience were their problems. In other words there was no
chance of them, in my opinion, of maintaining the leasehold requirements. The
asset would have been lost!! Only through some pretty hostile conversations and
threats did the board go forward with Evergreen (there are only two members that
count and they are more interested in jobs than shareholders.)
What shareholders must understand that what is said publicly may not
resemble reality. I suggest people who speak with management record their
conversations or take good notes as they may be useful later.
Finally, if Evergreen needs gas to fill pipeline commitments and they
have financing and Infinity has Gas and financing why no major development --
Maybe it is Infinity management and their absolute incompetence!!! Folks the
asset is worth a great deal to shareholders it is too bad present management
can't make it happen. They have $45 million asset and need Evergreen to co-sign
financing!!! You figure it out.
The following message was posted by David J. Smith (using the user name
"thoranly") on the Yahoo! Finance Message Board relating to Infinity, Inc. on
December 30, 1998:
Outside Directors
by: thoranly
The problem with the company is the board and management. Investors
should confront the outside directors with their opinions not just Stan as they
are the hope for shareholders. --Jeff Dale, Verde Oil -- 316-754-3800 and Don
Appleby, Whiteman Industries, 800-228-9034. Maybe they will listen to
shareholder concerns.
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The following message was posted by David J. Smith (using the user name
"thoranly") on the Yahoo! Finance Message Board relating to Infinity, Inc. on
January 15, 1999:
Not so bad news
by: thoranly
The sale of the property is not as bad as one would think as the
company is no longer stretched out over management's ability and the company can
pursue cheaper less sophisticated properties. They can take advantage of their
low cost service business in properties closer to home. In addition the company
has cash and a book value that will allow them to continue to grow. The strategy
is not totally bad however, management proves again that it is lacking in
competence and ability to run a company. With a turn expected in Oil and gas
company's fortunes in the near future the EVER shares are worth a lot, the
company is worth at least 1.25 today and with proper guidance and Evergreen
success could go up significantly. Only one problem a Board and a CEO, which we
as shareholders will have to consider in the near term.
The following message was posted by David J. Smith (using the user name
"thoranly") on the Yahoo! Finance Message Board relating to Infinity, Inc. on
January 19, 1999:
It is up to SHAREHOLDERS not Mr. Ross
by: thoranly
Ross has failed in every attempt to exercise good business judgement
and now wants people to believe that he has made a great business decision. The
problem may be this was a decision made because his previous decisions were
incredibly obtuse. The board let him go down this path without question. There
is still value here, but in order to keep it there should be some changes. Maybe
that will occur with or without Mr. Ross' consent. So far under his leadership
we have lost millions in market cap and hard assets, but he now has the cash to
pay himself and possibly make some more mistakes.
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The following message was posted by David J. Smith (using the user name
"thoranly") on the Yahoo! Finance Message Board relating to Infinity, Inc. on
January 20, 1999:
So you believe Stan?
by: thoranly
This is a man who told you less than a few months ago that they would
have close to 100 wells by the end of 1999 with cash flow of .20 cents and .40
cents in 2000, No problems. How about spinning off the gas asset to shareholders
and how about gas production going up 2 years ago once the dewatering is fixed
and Evergreen really doesn't know what they are doing etc. etc. etc. Folks this
man has a hard time with reality and certainly is not going to win any business
decision contests. Now he says trust me with the company's only asset, does that
sound familiar-- He reminds me of the baseball player--Harry Rally Killer --Who
said "Coach give me a bat I can kill this rally." His track record would
indicate not trusting him with OUR ASSET.
The following message was posted by David J. Smith (using the user name
"thoranly") on the Yahoo! Finance Message Board relating to Infinity, Inc. on
January 25, 1999:
SEC Filing
by: thoranly
On 22 Jan 1999 I filed a pre proxy document, under rule 14A, which
includes a letter I sent to Stan Ross 17 Dec. 98, prior to his sale of the Raton
Property. This letter will be available very soon on Edgar under Infinity SEC
filings. If people wish to have a copy or talk to me about my thoughts or share
their thoughts about the company my phone is 904-273-2190. The letter outlines
my concerns, unfortunately they have been overcome by recent events. I plan
another letter to Mr. Ross highlighting my thoughts in light of his recent
decision. I expect the same response as all past communications and will proceed
accordingly under the SEC rules for shareholders. This is not a solicitation of
support but, a request for shareholder discussions.
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The following message was posted by David J. Smith (using the user name
"thoranly") on the Yahoo! Finance Message Board relating to Infinity, Inc. on
March 1, 1999:
Real the Proxy People!!!
by: thoranly
The stock split proxy states, "If no direction is made this proxy will
be voted for proposal number 1." (The Split) Hopefully this means only if the
proxy is returned blank, which is inconceivable from a shareholder perspective,
not that ALL unvoted stock will be voted for the proposal. Shareholders may want
to question the language with the company.
