INFINITY INC
DEFC14A, 1999-06-02
OIL & GAS FIELD SERVICES, NEC
Previous: PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO INC, 485BPOS, 1999-06-02
Next: AURA SYSTEMS INC, NT 10-K, 1999-06-02



                                  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 |_|

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.
- -------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
                                 INFINITY, INC.
 ------------------------------------------------------------------------------

    (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.


<PAGE>




(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>


         The  following  message is being  posted by David J.  Smith  (using the
public profile "thoranly") on the Yahoo! Finance Infinity Message Board:

         I am David J. Smith,  the person who, in instances  with Nils Peterson,
has made recent filings concerning Infinity, Inc., with the SEC. I am pleased to
announce that Mr.  Peterson and I have filed a Rule 13(d) statement with the SEC
formally  discontinuing  our efforts to engage in a proxy  contest  with current
management.  Mr. Peterson and I are now convinced that Infinity's goal of adding
credible outside directors to its Board of Directors has been achieved. For this
reason, there is no present need for Mr. Peterson and me to seek election to the
Board of Directors at the next annual meeting. I commend Stanton E. Ross and the
other  members  of   Infinity's   Board  of  Directors   for   recruiting   such
well-qualified  independent  directors.  I  believe  that  their  knowledge  and
expertise should help Infinity  profitably develop oil and gas properties in the
future  and,  in the  process,  increase  the value of both the  company and its
stock. This is good news for all shareholders. A complete copy of our Rule 13(d)
filing may be found on EDGAR.

         I am not soliciting your vote with this  communication.  I beneficially
own 361,499 shares of Infinity common stock.


<PAGE>





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission