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:
|X| Preliminary proxy statement. |_| Confidential, for use of the Commission
only (as permitted by Rule 14a-6(e)(2)).
|_| Definitive proxy statement.
|_| 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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Preliminary Copy - Subject to Completion
THE COMMITTEE FOR NEW
MANAGEMENT OF INFINITY
________________, 1999
Dear Fellow Stockholder:
The Committee For New Management of Infinity is made up of David J.
Smith and Nils P. Peterson, two shareholders of Infinity, Inc. ("Infinity"), who
have concluded that Infinity urgently requires a change in management. We are
proposing to elect three independent directors that we believe bring a wealth of
experience, enthusiasm and vigor to the Company. The enclosed Proxy Statement
provides information on our independent slate of nominees.
If you agree with us that Infinity needs new management, we need your
vote. We urge you to return the enclosed [Color] proxy card and to vote for all
the nominees of the Committee and for all the proposals of the Committee.
IF YOU HAVE ALREADY RETURNED THE INCUMBENT BOARD OF DIRECTORS' [COLOR]
PROXY CARD, YOU MAY REVOKE YOUR VOTE BY SIGNING, DATING AND RETURNING THE
[COLOR] PROXY CARD IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IT IS YOUR LAST
DATED PROXY THAT COUNTS.
Sincerely,
THE COMMITTEE FOR NEW
MANAGEMENT OF INFINITY
IMPORTANT -- IF YOUR SHARES OF COMMON STOCK OF INFINITY ARE HELD IN
STREET NAME (THAT IS, IN YOUR BROKER'S OR CUSTODIAN'S NAME RATHER THAN YOUR
NAME), PLEASE RETURN YOUR PROXY CARD DIRECTLY TO YOUR BROKER OR CUSTODIAN'S
PROXY DEPARTMENT. IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR STREET NAME
SHARES, PLEASE CONTACT THE COMMITTEE AT ______________________________________,
TELEPHONE NUMBER _________________________.
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PROXY STATEMENT OF THE COMMITTEE
FOR NEW MANAGEMENT OF INFINITY
This Proxy Statement and the enclosed [Color] Proxy Card are furnished
by the Committee for New Management of Infinity (the "Committee") in connection
with the solicitation by the Committee of proxies from the holders of common
stock, par value $.0001 per share (the "Common Stock"), of Infinity, Inc., a
Colorado corporation ("Infinity" or the "Company"), to vote at the annual
meeting of shareholders of the Company, or any special meeting held in advance
of the annual meeting for the purpose of electing directors, including any
adjournments or postponements thereof (the "Annual Meeting") scheduled to be
held at ___________________ at _____________________ on October ______, 1999, to
nominate and elect to Infinity's Board of Directors (the "Board") the three
director nominees of the Committee named herein (the "Committee Nominees").
THE COMMITTEE RECOMMENDS THAT YOU VOTE IN FAVOR OF THE COMMITTEE
NOMINEES.
Shareholders of record of shares of Common Stock on ________________,
1999 (the "Record Date") are entitled to vote at the Annual Meeting. It is
anticipated that this Proxy Statement and the [Color] Proxy Card will first be
furnished to shareholders of the Company on or about ________________, 1999. On
the Record Date, the members of the Committee beneficially owned an aggregate of
627,499 shares (or approximately ______%) of the Common Stock. The Committee
intends to cause all of such shares to be voted for the Committee Nominees. See
"Voting Securities and Principal Holders Thereof."
BY SIGNING, DATING AND MAILING THE ENCLOSED [COLOR] PROXY CARD YOU WILL
REVOKE ANY PREVIOUSLY DATED PROXY. ONLY YOUR LATEST-DATED PROXY WILL COUNT AT
THE MEETING.
THIS SOLICITATION IS BEING MADE ON BEHALF OF THE COMMITTEE AND NOT ON
BEHALF OF THE EXISTING BOARD OF DIRECTORS OF INFINITY.
IMPORTANT
YOUR VOTE IS EXTREMELY IMPORTANT. If you agree with the Committee's
efforts, the Committee asks for your support by immediately signing, dating and
mailing the enclosed [Color] Proxy Card.
SHARES IN YOUR NAME. No matter how many shares you own, vote "FOR" the
Committee Nominees by signing, dating and mailing the enclosed [Color] Proxy
Card. Sign the [Color] Proxy Card exactly as your name appears on the stock
certificate regarding your shares.
SHARES IN YOUR BROKER'S OR BANK'S NAME. If you hold your shares in the
name of a brokerage firm, bank or other nominee, your broker, bank or other
nominee cannot vote your shares for the Committee Nominees unless it receives
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your specific instructions. Please sign, date and mail as soon as possible the
enclosed [Color] Proxy Card in the envelope that has been provided by your
broker, bank or other nominee to be sure that your shares are voted, or contact
the person responsible for your account and instruct that person to execute a
[Color] Proxy Card on your behalf.
WE URGE THAT YOU DO NOT SIGN AND RETURN THE [COLOR] PROXY CARD PROVIDED
BY THE COMPANY. If you have already done so, your [Color] Proxy Card
automatically will be revoked if you sign and return the enclosed [Color] Proxy
Card.
QUESTIONS AND ASSISTANCE. If you have any questions or need assistance
in voting, please call __________________ at ______________________.
PLEASE REMEMBER TO DATE YOUR PROXY CARD, AS ONLY YOUR LATEST DATED
PROXY WILL COUNT AT THE ANNUAL MEETING. IF YOU HAVE ANY DOUBTS AS TO WHETHER
YOUR PROXY WILL BE RECEIVED IN TIME TO BE CAST AT THE ANNUAL MEETING, PLEASE
CALL __________________ PROMPTLY.
FORMATION OF THE COMMITTEE AND THE
REASONS FOR THE SOLICITATION
The members of the Committee are David J. Smith and Nils P. Peterson.
Mr. Smith and Mr. Peterson formed the Committee to replace Infinity's existing
Board of Directors because they believe that the Company's existing business
plan and strategy, which has been formulated and implemented under the direction
of the current Board of Directors and management, has demonstrably failed to
enhance shareholder value and the Company's prospects. The closing price for the
Common Stock on _____________, was $____________ (without giving effect to the
recently implemented reverse stock split). The closing price of the Common stock
on ______________, 1999, was $____________ (without giving effect to the
recently implemented reverse stock split). This represents a decline in market
value of $____________ or approximately __________%. The Company believes that
the Company's current Board of Directors is not effectively and adequately
representing the interests of the Company and its shareholders.
The Committee believes that the election of independent, highly
qualified individuals as directors of the Company would greatly improve the
Board of Directors, providing to management the support necessary to increase
the profitability of the Company and to enhance the value of the Company and its
stock. The Committee believes that the Committee Nominees are highly qualified
businessmen who will bring a wealth of experience, specialized knowledge,
enthusiasm and vigor that will enhance the Company and its future activities and
growth. The Committee believes that, if the Committee Nominees are elected as
directors of the Company, they will immediately undertake a review of the
Company's business plan and management to determine a plan to enhance
shareholder value.
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ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of five (5)
individuals, each of which has been elected to a one-year term or until a
successor is elected and qualified.
The Committee is proposing that the shareholders of Infinity elect the
Committee Nominees to the Board at the Annual Meeting. The Committee Nominees
named in the table below, each of whom has consented to serve as a director, if
elected, would serve until the next annual meeting of shareholders and until
their successors have been elected and qualified.
Name, Age and Principal Occupation and Business
Business Address Experience for the Past Five Years
Nils P. Peterson Since 1991, Mr. Peterson has been a self-
Age 61 employed private investor. From 1974 to
30 Preston Court 1990, Mr. Peterson served as Chief
Swampscott, MA 01907 Investment Officer to Harvard Management
Company, a firm that acts as investment
advisor to the Harvard University
endowment funds. From 1968 to 1974, Mr.
Peterson served in various capacities
(including Senior Vice President, Fixed
Income Investments) of Thorndike, Doran,
Paine and Lewis, the investment
management division of Wellington
Management Company. Since December 1996,
Mr. Peterson has served as a director of
Edge Petroleum Corporation, a
publicly-held corporation based in
Houston, Texas. Mr. Peterson formerly
served as a director of Boston Mutual
Life Insurance Co. and as a Director of
Eastern Bancorp, Inc. Mr. Peterson also
serves as the Overseer of the Investment
Committee of the Boston Museum of Fine
Arts, and is the Past Chairman of the
Board of Trustees of North Shore Medical
Center and Past President of the
Citizen's Scholarship Foundation of
Marblehead, Inc. Mr. Peterson received an
M.B.A. from the Harvard Graduate School
of Business Administration, and a B.A. in
Economics from Amherst College.
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David J. Smith Mr. Smith has been a self-employed
Age 56 private investor since October 1977. From
21 Maria Place April 1996 to October 1997, Mr. Smith was
Ponte Vedra Beach, FL 32082 President and a principal of Oak Creek
Capital, an investment banking firm. From
June 1983 to January 1987, Mr. Smith was
a partner at Sanford C. Bernstein & Co.,
Inc., a New York research and money
management firm. From January 1987 to
January 1988, Mr. Smith was affiliated
with Alex Brown & Sons in Baltimore, MD,
and from June 1989 to February 1991, Mr.
Smith was affiliated with Raymond James &
Associates in St. Petersburg, FL, in both
cases in the areas of research and
corporate finance. Mr. Smith also served
as a lobbyist for General Electric from
June 1979 to December 1982. From April
1964 to April 1976, Mr. Smith served in
the United States Air Force, where he
flew fighter aircraft. Mr. Smith is a
decorated Vietnam Veteran. He received an
M.B.A. from the University of Nevada, Las
Vegas, an M.A. in Foreign Affairs from
Georgetown University, and a B.A. in
Criminology from Florida State
University.
John B. Stone Mr. Stone is a private entrepreneur with
Age 62 interests in commercial and residential
P.O. Box 7367 real estate development. Mr. Stone also
Breckenridge, CO 80424-7367 serves as a test pilot for Continental
Airlines. From June 1977 to June 1988,
Mr. Stone served as Executive
Vice-President, Chief Counsel and a
director of Rocky Mountain Airways, Inc.,
which formerly was a public company based
in Colorado. From May 1973 to May 1977,
Mr. Stone was engaged in the private
practice of law in Colorado practicing in
the areas of corporate and partnership
law. A decorated Vietnam fighter pilot,
Mr. Stone retired as a Colonel in the
U.S. Air Force Reserves in 1986. Col.
Stone received his law degree from the
University of Denver and a B.A. in
Geological Engineering from the
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University of Mississippi. Col. Stone is
a member of the Colorado Bar.
The Committee has only nominated three persons to be elected as
directors. Currently, the Company has five directors, and the Committee expects
that Company will nominate persons for each of the five director positions. If
so, the five nominees who receive the greatest number of votes will be elected.
The three nominees who receive the least number of votes will not be elected.
Shareholders who use the Committee's proxy card will only be able to
vote for three director nominees: Nils P. Peterson, David J. Smith, and John B.
Stone. Shareholders who use the Company's Proxy Card will be able to vote for
five nominees but will not be able to vote for Mr. Peterson, Mr. Smith or Mr.
Stone because they will not be named on the Company's Proxy Card. Shareholders
are not permitted to use both Proxy Cards; thus, shareholders cannot vote for
the three nominees on the Committee's Proxy Card and also vote for the five
other nominees using the Company's Proxy Card. If shareholders use the
Committee's Proxy Card, they will not be able to vote for a fourth and fifth
director. If the Committee's nominees are elected, the fourth and fifth seats
will be filled by the two nominees listed on the Company's Proxy Card who
receive the greatest number of votes from other shareholders. The Committee
believes that to be a very small price to pay in order to elect three truly
independent directors.
The Committee has nominated Mr. Peterson, Mr. Smith and Mr. Stone
because he believes that Infinity will benefit from the participation on the
Board of Directors of new people who have not been selected by the existing
Board of Directors. Mr. Peterson and Mr. Smith are investor shareholders who,
with the exception of their share ownership, have no personal economic interest
in the Company. Mr. Stone is not a shareholder of the Company and has no
personal economic interest in the Company. The Committee Nominees are
independent of management. The Committee believes that they will, if elected,
pursue the best interest of the shareholders of Infinity. The Committee has no
agreement with any of the Committee Nominees regarding their service on the
Board of Directors other than the Committee's expectation that they will
discharge their duties as directors in accordance with applicable law and in the
best interests of the Company.
THE COMMITTEE URGES YOU TO VOTE FOR NILS P. PETERSON, DAVID J. SMITH
AND JOHN B. STONE, WHO ARE THE ONLY PERSONS WHO WERE NOT NOMINATED BY EXISTING
MANAGEMENT.
It is anticipated that each Committee Nominee, upon election, will
receive director's fees, consistent with the Company's compensation policies and
plans applicable to all of its directors as such policies and plans may exist
from time to time.
Annex II sets forth certain additional information regarding the
Committee and the Committee Nominees.
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OWNERSHIP OF SHARES BY COMMITTEE
MEMBERS AND DIRECTOR NOMINEES
David J. Smith, one of the members of the Committee and one of the
Committee Nominees, beneficially owns 361,499 shares of Common Stock. Nils P.
Peterson, one of the members of the Committee and one of the Committee Nominees,
beneficially owns 266,000 shares of the Common Stock. John B. Stone, the third
Committee Nominee, does not beneficially own any shares of Common Stock.
By reason of the provisions of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), Mr. Peterson and Mr. Smith may be
deemed to be a "group" by reason of the provisions of Rule 13d-5 under the
Exchange Act. The group consisting of these persons may be deemed to own all
shares of Common Stock beneficially owned by Mr. Smith and Mr. Peterson.
Annex I included in this Proxy Statement sets forth certain additional
information regarding the Common Stock owned by the Committee Nominees. Except
as set forth in this Proxy Statement, none of Mr. Smith, Mr. Peterson or Mr.
Stone, or any associate of the foregoing, directly or indirectly owns any
securities of the Company or any subsidiaries of the Company, beneficially or of
record, has the right to acquire beneficial ownership of such securities within
sixty days, or has purchased or sold such securities in the past two years.
QUORUM AND VOTING REQUIREMENTS
The securities that may be voted at the Annual Meeting consist of
shares of Common Stock of Infinity, par value $.0001 per share (the "Common
Stock"), with each share entitling its owner to one vote on all matters to be
voted on at the Annual Meeting.
The close of business on _____________, 1999 has been established by
the Board of Directors as the record date (the "Record Date") for the
determination of shareholders entitled to notice of and vote at the Annual
Meeting and any adjournments thereof. The total number of shares for Common
Stock outstanding on the Record Date was _____________.
The presence, in person or by proxy, of at least a majority of the
total number of shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting.
In the event there are not sufficient votes for a quorum at the time of the
Annual Meeting, the Annual Meeting may be adjourned in order to permit the
further solicitation of proxies. The election of directors will be determined by
a plurality of the votes cast. With respect to any action to be taken at the
Annual Meeting other than the election of directors, the affirmative vote of the
majority of those shares present and voting on such matters will be required.
Valid proxies which are marked "Abstain" or "Withhold" or as to which no vote is
marked, including proxies submitted by brokers that are the record owners of
shares (so called "Broker Non-Votes") are required to be included in determining
in the number of votes present or represented at the Annual Meeting. Broker
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Non-Votes will not be counted, however, as votes cast on a proposal and will
have no effect on matters to be voted upon except that they will be counted for
purposes of determining a quorum.
HOW PROXIES WILL BE VOTED
Each proxy executed pursuant to this solicitation by the Committee,
unless the shareholder otherwise specifies therein, will be voted "FOR" the
election of the persons named in this proxy statement as the Committee Nominees
for election to the Board of Directors. In addition, each proxy executed
pursuant to this solicitation by the Committee, unless the shareholder otherwise
specifies therein, will be voted "FOR" any proposal to adjourn the Annual
Meeting to a later date which is proposed or recommended by the Committee and
"AGAINST" any proposal to adjourn the Annual Meeting to a later date which is
not proposed or recommended by the Committee. The Committee will vote each proxy
executed pursuant to this solicitation by the Committee, in its discretion, upon
all such other matters as may properly come before the Annual Meeting and any
adjournment or postponement thereof. In each case where the shareholder has
appropriately specified how the proxy is to be voted, it will be voted in
accordance with those specifications.
REVOCATION OF PROXIES
Any shareholder returning the accompanying proxy may revoke such proxy
at any time prior to its exercise (i) by given written notice to the Secretary
of the Company of such revocation, (ii) by appearing in person at the meeting
and giving written notice of revocation to the Secretary of the Company on a
form provided at the meeting or (iii) by executing and delivering to the
Secretary of the Company a later dated proxy. Attendance at the Annual Meeting
will not in itself constitute revocation of a proxy. Any written notice of
revocation should be sent to Corporate Secretary, Infinity, Inc., 211 West 14th
Street, Chanute, Kansas 66720. Please also send a copy to ____________________
at _____________________________. Shareholders whose shares are not registered
in their names will need documentation from the record holder of the shares to
vote personally at the Annual Meeting.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The shares of Common Stock constitute the only class of outstanding
voting securities of the Company. Accordingly, only holders of Common Stock are
entitled to vote at the Annual Meeting or execute proxies in connection
therewith. The Company stated in the Company's Proxy Statement that as of the
Record Date, there were ________ shares of Common Stock outstanding. Each share
of Common Stock entitles its record holder to one vote. Shareholders of the
Company do not have cumulative voting rights.
The following table sets forth, as of the Record Date, the name of each
person who owned beneficially more than five percent of the shares of Common
Stock outstanding at such date and, in addition, by each director and officer of
the Company, the number of shares owned by each person, the percentage of the
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outstanding shares represented thereby, and certain information with respect to
such person. The information below is based on information reported by the
Company in the Company's Proxy Statement.
NAME & ADDRESS AMOUNT & NATURE OF
OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------------- -------------------- ----------------
Stanton E. Ross 1,853,285 15.3%
211 West 14th Street
Chanute, KS 66720
John C. Garrison 130,000 1.1%
7211 High Drive
Prairie Village, KS 66208
Don W. Appleby 100,000 0.8%
3701 S.W. 36th Street
Topeka, KS 66614
Stephen J. Skaggs 842 --
211 West 14th Street
Chanute, KS 66720
Jeffrey L. Dale 1,500 --
1027 West 5th Street
Chanute, KS 66720
All Directors and Executive 2,085,627 16.9%
Officers as a Group
(5 Persons)
(1) Includes 166,668 shares which may be purchased within 60 days under
stock options held by Mr. Ross.
(2) Includes 125,000 shares which may be purchased within 60 days under
stock options held by Mr. Garrison.
(3) Represents 100,000 shares which may be purchased within 60 days
under stock options held by Mr. Appleby.
(4) Includes 600 shares which may be purchased within 60 days under
stock options held by Mr. Skaggs.
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SOLICITATION OF PROXIES
Solicitation of proxies will be made by Mr. Smith and Mr. Peterson. In
addition, the Committee may retain a proxy solicitation firm to assist the
Committee in connection with communications to shareholders and to provide other
services in connection with the solicitation of proxies. Proxies will be
solicited by mail, advertisement, telephone or telecopier and in person. Except
for any proxy solicitation firm engaged by the Committee, no persons will
receive any compensation for such solicitation.
Banks, brokers, custodians, nominees and fiduciaries may be requested
to forward solicitation material to beneficial owners of the shares of Common
Stock. The Committee will reimburse banks, brokers, custodians, nominees and
fiduciaries for their reasonable expenses for sending solicitation material to
the beneficial owners on behalf of the Committee.
The cost of this solicitation of proxies with respect to the Committee
Nominees will be borne by the Committee. Costs related to the solicitation of
proxies with respect to the election of the Committee Nominees include
expenditures for attorneys, accountants, financial advisors, proxy solicitors,
public relation advisors, printing, advertising, postage, litigation and related
expenses and filing fees and are expected to aggregate approximately
$________________. To date, the Committee has spent approximately
$_________________ of such total estimated expenditures.
The Committee intends to seek reimbursement from the Company for the
cost incurred in connection with this proxy solicitation. Such request for
reimbursement will not be submitted to a vote of the Company's shareholders.
ANNUAL REPORT
The Annual Report to Shareholders covering Infinity's fiscal year ended
December 31, 1998, including financial statements, is required to be furnished
to shareholders by the Board of Directors of Infinity. Such Annual Report to
Shareholders does not form any part of the material for this solicitation of
proxies.
INFORMATION IN BOARD'S PROXY STATEMENT
This Proxy Statement is being delivered to Shareholders of Infinity in
connection with solicitation of proxies by the Committee for use at the Annual
Meeting. It is expected that the Board of Directors of Infinity will also
solicit proxies for use at the Annual Meeting and will furnish a Proxy Statement
in connection therewith (the "Company's Proxy Statement"). Neither the
Committee, the Committee Nominees, nor any of their affiliates is presently an
officer or director, or otherwise engaged in management of Infinity.
Consequently, the Committee does not have current information about Infinity and
its management such as is required by the rules of the Securities and Exchange
Commission to be disclosed in a proxy statement. Accordingly, reference is made
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to the Company's Proxy Statement for such information. However, the Committee
does not make any representation as to the accuracy or completeness of such
information.
OTHER BUSINESS
The Committee is not aware of any other business to be conducted at the
Annual Meeting. However, the Committee is seeking authority to vote for any
proposal to adjourn the Annual Meeting to a later date which is proposed or
recommended by the Committee and against any proposal to adjourn the Annual
Meeting to a later date which is not proposed or recommended by the Committee.
Should any other matter come before the Annual Meeting, the Committee will vote
in its discretion all shares covered by [Color] Proxy Cards with respect to such
matters.
Dated: ____________________, 1999 THE COMMITTEE FOR NEW
MANAGEMENT OF INFINITY
ANNEX I
CERTAIN INFORMATION REGARDING
COMMITTEE NOMINEES
To the knowledge of the members of the Committee, except as set forth
in this Proxy Statement, none of the members of the Committee nor any of the
Committee Nominees has any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted upon at the Annual Meeting,
except for the election of the directors.
During the past ten years, none of the members of the Committee nor the
Committee Nominees has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
No part of the purchase price of any of the shares of Common Stock
beneficially owned by any of the members of the Committee or the Committee
Nominees is represented by funds borrowed or otherwise obtained for the purpose
of acquiring or holding such securities.
The members of the Committee have agreed to form the Committee and
solicit proxies as described in this Proxy Statement, and each of the Committee
Nominees has consented to serve as a director of the Company if elected. Except
as described above or elsewhere in this Proxy Statement, none of the members of
the Committee or the Committee Nominees is, or within the past year has been, a
party to any contract, arrangement or understanding with any person with respect
to any securities of the Company.
None of the members of the Committee or the Committee Nominees or any
associate of the foregoing, has any arrangement or understanding with any person
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(i) with respect to any future employment by the Company or its affiliates or
(ii) with respect to any future transaction to which the Company or any of its
affiliates will or may be a party.
There are no pending legal proceedings in which the members of the
Committee or the Committee Nominees or any of their associates are a party
adverse to the Company or any of its affiliates or in which any of the members
of the Committee or the Committee Nominees or any of their associates has an
interest adverse to the Company or any of its affiliates.
None of the members of the Committee or the Committee Nominees holds
any position or office with the Company or any parent, subsidiary or affiliate
of the Company, and none has ever served as a director of the Company or any
parent, subsidiary or affiliate of the Company.
None of the Committee Nominees has any family relationship, by blood,
marriage or adoption, to any director, executive officer or person nominated or
chosen by the Company to become a director or executive officer of the Company.
David J. Smith was President and a principal of Oak Creek Capital, an
investment banking firm, from April 1996 to October 1997. On August 20, 1997,
Oak Creek Capital was engaged by Infinity to provide investment banking advice
and services in connection with the review of Infinity's financial alternatives.
Pursuant to this agreement, Infinity agreed to grant to Oak Creek Capital
options to purchase 150,000 shares of Infinity common stock at an exercise price
of $2.37 per share if a transaction involving Infinity was completed. No options
were ever moved pursuant to the Agreement. Mr. Smith resigned from Oak Creek
Capital in October 1997.
During the last three fiscal years, no compensation was awarded to,
earned by, or paid to any of the Committee Nominees by any person for any
services rendered in capacity to the Company or its subsidiaries.
ANNEX II
Within the past two years, the members of the Committee and the
Committee Nominees have engaged in the following transactions in securities of
the Company. In each such transaction, the securities acquired or disposed of
consisted of shares of the Common Stock. Except as otherwise below, all
transactions were effected on the NASDAQ Small Cap Market.
Person Engaging Transaction Number of Number of Shares
in Transaction Date Shares Acquired Disposed of
Nils P. Peterson 1/24/97 10,000 --
5/22/97 10,000 --
Nils P. Peterson IRA 5/30/97 1,500 --
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6/02/97 23,500 --
06/03/97 25,000 --
07/09/97 39,000 --
07/10/97 11,000 --
Susan W. Peterson 01/24/97 10,000 --
(See Note 1 below)
05/12/97 5,000 --
05/13/97 5,000 --
07/08/97 5,000 --
07/09/97 25,000 --
Susan W. Peterson IRA 07/08/97 2,500 --
(See Note 1 below)
07/09/97 2,500 --
Margaret W. Woodfin &
Nils P. Peterson, Trustees 05/30/97 10,000 --
(See Note 2 below)
06/11/97 2,000 --
06/12/97 1,000 --
06/13/97 2,000 --
07/09/97 10,000 --
Kirstin Peterson 02/06/97 4,000 --
(See Note 3 below)
06/02/97 5,000 --
07/09/97 5,000 --
Kirstin Peterson IRA 07/09/97 5,000 --
(See Note 3 below)
02/15/99 -- 5,000
Gretchen Peterson 02/04/97 4,000 --
(See Note 3 below)
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06/02/97 5,000 --
07/09/97 5,000 --
Gretchen Peterson IRA 07/09/97 5,000 --
Nils P. Peterson, Jr 02/04/97 2,000 --
(See Note 3 below)
02/06/97 2,000 --
06/02/97 5,000 --
07/09/97 5,000 --
Nils P. Peterson, Jr. IRA 07/09/97 5,000 --
(See Note 3 below)
Marilyn Woodfin 07/14/97 4,000 --
(See Note 3 below)
E. Gray Woodfin 07/08/97 10,000 --
(See Note 3 below)
David J. Smith 07/17/97 -- 5,000
07/22/97 -- 5,000
07/23/97 -- 5,000
10/10/97 -- 111,800
10/13/97 -- 1,000
10/14/97 -- 50,000
10/17/97 -- 14,000
10/20/97 -- 31,000
10/21/97 -- 20,000
10/22/97 -- 9,000
12/04/97 10,000 --
16
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12/10/97 10,000 --
12/11/97 15,000 --
12/12/97 65,000 --
12/15/97 20,000 --
12/16/97 15,000 --
12/17/97 3,000 --
12/22/97 10,000 --
12/31/97 2,500 --
01/02/98 10,100 --
01/05/98 10,000 --
01/08/98 25,000 --
01/09/98 15,000 --
01/13/98 10,000 --
02/05/98 10,000 --
04/27/98 -- 10,000
05/13/98 -- 19,500
11/30/98 49,600 --
12/03/98 25,000 --
12/04/98 23,400 --
02/12/99 63,499 --
Notes:
1. Susan W. Peterson is the wife of Nils P. Peterson.
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<PAGE>
2. Margaret W. Woodfin and Nils P. Peterson are co-trustees of a trust
which engaged in certain transactions in Infinity common stock described above.
3. Kirstin Peterson, Gretchen Peterson and Nils P. Peterson, Jr., are
the adult children of Nils P. Peterson. Marilyn Woodfin is the sister-in-law of
Nils P. Peterson, and E. Gray Woodfin is the brother-in-law of Nils P. Peterson.
Nils P. Peterson may be deemed to be the beneficial owner of the Infinity common
stock owned by such persons by virtue of Mr. Peterson having agency powers with
respect to the brokerage accounts maintained by such persons.
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<PAGE>
Preliminary Copy-- Subject to Completion [Form of Proxy Card]
[COLOR] PROXY CARD
ANNUAL MEETING OF STOCKHOLDERS OF
INFINITY, INC.
TO BE HELD ON _______________, 1999 TO VOTE FOR THE
DIRECTOR NOMINEES SET FORTH BELOW
THIS PROXY IS SOLICITED BY COMMITTEE TO ELECT NEW
MANAGEMENT OF INFINITY (The "COMMITTEE") AND NOT
BY THE COMPANY'S BOARD OF DIRECTORS
The undersigned hereby appoints David J. Smith and Nils P. Peterson
with full power of substitution, as proxy of the undersigned
to vote all of the common stock, par value $.0001 (the "Common Stock"),
of Infinity, Inc. (the "Company"), that the undersigned is entitled to vote
if personally present at the Annual Meeting of Shareholders of the Company
to be held at ______________________, ________________________,
on _______________, _______________, 1999 at 10:00 A.M., and at any
and all adjournments or postponements thereof.
1. ELECTION OF DIRECTORS.
THE COMMITTEE RECOMMENDS A VOTE FOR THE FOLLOWING
DIRECTOR NOMINEES
Election of Nils P. Peterson, David J. Smith and John B. Stone.
[ ] FOR ALL NOMINEES LISTED ABOVE [ ] WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE TO VOTE FOR ALL NOMINEES
CONTRARY BELOW) LISTED ABOVE
INSTRUCTIONS. To withhold authority to vote for the election of one or more of
such candidate(s), mark FOR above and write the name(s) of the person(s) with
respect to whom you wish to withhold authority in the following space.
--------------------------------------------
(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)
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<PAGE>
Proposals to Adjourn the Special Meeting
The Soliciting Shareholder recommends that you vote for Item 2 and against Item
3.
2. Proposal to adjourn the Annual Meeting to a later date which is proposed or
recommended by the Committee.
[ ] Against [ ] For [ ] Abstain
3. Proposal to adjourn the Annual Meeting to a later date which is not proposed
or recommended by the Committee.
[ ] Against [ ] For [ ] Abstain
The above-named proxies of the undersigned are authorized to vote, in
their discretion, upon such other matters as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER MARKED
HEREIN BY THE UNDERSIGNED. IF NO MARKING IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE ELECTION OF THE COMMITTEE'S NOMINEES DESCRIBED ABOVE, FOR ITEM 2 AND AGAINST
ITEM 3. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF
THE COMMITTEE DATED __________________, 1999, SOLICITING PROXIES FOR THE ANNUAL
MEETING.
ALL PREVIOUS PROXIES GIVEN BY THE UNDERSIGNED TO VOTE AT THE ANNUAL
MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF ARE HEREBY REVOKED.
Dated: ________________________, 1999
------------------------------------
Signature
-------------------------------------
Signature, if held jointly
-------------------------------------
Title of Authority
20
<PAGE>
Please date this Proxy and
sign it exactly as your
name or names appear on
your stock certificates or
on a label affixed hereto.
When shares are held
jointly, EACH joint owner
should sign. When signing
as attorney, executor,
administrator, trustee,
guardian, corporate
officer, etc., give full
title as such. If shares
are held by a corporation,
please sign in full
corporate name by President
or other authorized
officer. If shares are held
by a partnership, please
sign in partnership name by
an authorized person.
PLEASE SIGN, DATE AND MAIL YOUR PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE TO
_________________________, AT _______________________________.
If you need assistance in voting your shares, please call ____________________
at _________________________.
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