SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
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))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AmeriConnect, Inc.
(Name of Registrant as Specified In Its Charter)
Patrick A. Pohlen, Esq., Stinson, Mag & Fizzell, P.C.
(on behalf of the Registrant)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or
(2), or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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:
_______________________________________________
[ ] 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>
AMERICONNECT, INC.
6750 WEST 93RD STREET, SUITE 110
OVERLAND PARK, KANSAS 66212
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of AmeriConnect, Inc., a
Delaware corporation (the "Company"), will be held on Wednesday,
May 29, 1996, at 10:00 a.m., Central Daylight Time, at the
Courtyard by Marriott, 11301 Metcalf Avenue, Overland Park,
Kansas, and thereafter as the meeting may from time to time be
adjourned, for the purpose of considering and acting upon the
following matters:
1. To elect three directors to serve until the next
Annual Meeting and until their successors are duly
elected and qualified;
2. To consider and act upon ratification and approval
of the selection of Grant Thornton LLP as the
Company's independent public accountants for the
fiscal year ending December 31, 1996; and
3. To consider and act upon any other matters which
properly come before the meeting or any
adjournment thereof.
In accordance with the provisions of the Company's
Bylaws, the Board of Directors has fixed the close of business on
April 25, 1996, as the record date for the determination of the
holders of shares of Common Stock, par value $.01 per share, of
the Company (the "Common Stock"), and shares of Class A Common
Stock, par value $.00001 per share, of the Company (the "Class A
Stock"), entitled to notice of, and to vote at, the Annual
Meeting and any adjournment thereof. A list of stockholders
entitled to vote at the Annual Meeting will be kept at the
Company's offices at Suite 110, 6750 West 93rd Street, Overland
Park, Kansas 66212, for a period of ten days prior to the Annual
Meeting and will be available at the Annual Meeting.
<PAGE>
You are cordially invited to attend the Annual Meeting.
IF THERE IS A POSSIBILITY THAT YOU MAY BE UNABLE TO ATTEND,
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY PROMPTLY SO
THAT YOUR SHARES MAY BE REPRESENTED AT THE ANNUAL MEETING. A
return envelope is enclosed for your convenience. If you are
able to attend the meeting and wish to vote your shares in
person, your proxy will not be used.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Robert R. Kaemmer
Robert R. Kaemmer
Chairman, President and Chief Executive
Officer
Overland Park, Kansas
May 1, 1996
<PAGE>
AMERICONNECT, INC.
6750 WEST 93RD STREET, SUITE 110
OVERLAND PARK, KANSAS 66212
_____________________________
PROXY STATEMENT
_____________________________
INTRODUCTION
This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of AmeriConnect, Inc.,
a Delaware corporation (the "Company"), of proxies for use at the
Annual Meeting of Stockholders (the "Annual Meeting") of the
Company to be held at the Courtyard by Marriott, 11301 Metcalf
Avenue, Overland Park, Kansas, on Wednesday, May 29, 1996 at
10:00 a.m., Central Daylight Time and all adjournments and
postponements thereof. The Company anticipates mailing this
Proxy Statement, the accompanying form of proxy and the Notice of
Annual Meeting of Stockholders to the Company's stockholders of
record as of the Record Date (as hereinafter defined), on or
about May 1, 1996, together with the Company's Annual Report for
the fiscal year ended December 31, 1995. The matters to be
considered and acted upon at the Annual Meeting are described
below.
Only the holders of record of shares of Common Stock,
par value $.01 per share, of the Company (the "Common Stock"),
and holders of record of shares of Class A Common Stock, par
value $.00001 per share, of the Company (the "Class A Stock"), as
of the close of business on April 25, 1996 (the "Record Date"),
will be entitled to vote at the Annual Meeting and any
adjournments thereof. As of the Record Date, there were
outstanding and entitled to vote 6,324,717 shares of Common Stock
and 592,033 shares of Class A Stock. No other voting securities
of the Company are outstanding.
You are requested to complete, date and sign the
accompanying proxy and return it promptly in the enclosed postage
prepaid envelope. Holders giving proxies may revoke them at any
time prior to their being voted by filing with the Secretary of
the Company a written instrument revoking it. All shares
represented by proxy will be voted in the manner specified on the
proxy which accompanies this Proxy Statement or, if not
specified, proxies will be voted as follows:
<PAGE>
1. to elect Robert R. Kaemmer, Richard K. Halford and
Janet M. Flynn to serve as directors of the
Company until the next Annual Meeting and until
their successors are duly elected and qualified;
2. to ratify and approve the selection of Grant
Thornton LLP as the Company's independent public
accountants for the fiscal year ending December
31, 1996; and
3. in the discretion of the proxy holder as to any
other matter coming before the Annual Meeting.
With respect to each matter properly to come before the
Annual Meeting, (a) each holder of Common Stock is entitled to
one (1) vote per share and (b) each holder of Class A Stock is
entitled to five (5) votes per share. Common Stock and Class A
Stock do not have cumulative voting rights and are required to be
voted together as a single class. The Bylaws of the Company
require that a majority of the votes of the shares of stock
issued, outstanding and entitled to vote be present in person or
represented by proxy at the Annual Meeting in order to constitute
a quorum for the transaction of business.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as
of March 28, 1996, concerning stock ownership of (a) all persons
known by the Company to own beneficially more than 5% of any
class of the Company's voting securities, (b) each director and
nominee for director, (c) each executive officer named in the
compensation table, and (d) all directors and executive officers
of the Company as a group. Class A Stock, which is convertible
into Common Stock on a share for share basis, has five (5) votes
per share, but is otherwise identical to the Common Stock.
<PAGE>
<TABLE>
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership(1) Class/(1)/
<CAPTION>
<S> <C> <C> <C>
Class A Robert R. Kaemmer 416,766 - direct 70.4
Stock 6750 West 93rd Street,
Suite 110
Overland Park, KS 66210
Common Robert R. Kaemmer 1,781,766/(2)/ - direct 25.9
Stock
Class A Richard K. Halford 175,267 - direct 29.6
Stock 9810 West 99th Place
Overland Park, KS 66212
Common Richard K. Halford 219,267/(3)/ - direct 3.4
Stock
Common J. Morton Davis 355,600/(4)/ - indirect 5.6
Stock 44 Wall Street
New York, NY 10005
Common Richard R. Testwuide 375,000/(5)/ - indirect 5.9
Stock 200 Oceangate #900
Long Beach, CA 90802
Common Thomas R. Testwuide 375,000 - direct 5.9
Stock 704 S. 15th Street
Sheboygan, WI 53081
Common Johnny Craig 411,925/(6)/ - direct 6.5
Stock 15565 Gardner Road
Gardner, KS 66030
Common Janet M. Flynn 40,000/(7)/ - direct 0.6
Stock
Class A All Directors and 592,033 100.0
Stock Executive Officers
as a Group
(3 persons)
Common All Directors and 2,041,033/(8)/ 28.8
Stock Executive Officers
as a Group
(3 persons)
</TABLE>
/(1)/ Calculated in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934. Numbers of shares of Common
Stock listed give effect to the conversion of Class A Stock at
the rate of one share of Common Stock for one share of Class A
Stock. The persons named in this table have sole voting and
investment power with respect to all shares of Common Stock and
Class A Stock shown as beneficially owned by them, except as
noted below.
/(2)/ Includes 1,215,000 shares of Common Stock and 416,766
shares of Class A Stock owned by Mr. Kaemmer. Also includes
150,000 shares of Common Stock which may be acquired upon the
exercise of outstanding options within sixty (60) days.
/(3)/ Includes 175,267 shares of Class A Stock.
/(4)/ By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, Mr. Davis, as the sole
shareholder and chairman of the board of D.H. Blair Holdings,
Inc. ("Blair Holdings"), which is the sole shareholder of D.H.
Blair Investment Banking Corp. ("Blair IBC"), is deemed to
beneficially own the 298,400 shares of Common Stock beneficially
owned by Blair IBC. Mr. Davis shares voting and investment power
over such shares with the boards of directors of Blair Holdings
and Blair IBC. Also includes 57,200 shares owned by Mr. Davis'
wife. This information is based in part on the Schedule 13G,
dated June 13, 1994, filed with the SEC jointly by Mr. Davis,
Blair Holdings and Blair IBC.
/(5)/ These shares are held in a family trust for which Mr.
Testwuide acts as trustee.
/(6)/ Includes 104,753 shares of Common Stock owned by Mr.
Craig's wife, 20,110 shares of Common Stock owned by Mr. Craig's
children and 40,000 shares of Common Stock which may be acquired
upon the exercise of outstanding options within sixty (60) days,
provided that certain revenue requirements are met.
/(7)/ Includes 5,000 shares of Common Stock which may be
acquired upon the exercise of outstanding options within sixty
(60) days and 20,000 shares of Common Stock which may be acquired
upon the exercise of outstanding options within sixty (60) days,
provided that certain revenue requirements are met. Excludes
8,000 shares of Common Stock owned by Ms. Flynn's husband, as to
which Ms. Flynn disclaims beneficial ownership.
/(8)/ Includes 592,033 shares of Class A Stock and 175,000
shares of Common Stock of which 155,000 may be acquired upon the
exercise of outstanding options within sixty (60) days and 20,000
may be acquired upon the exercise of outstanding options within
sixty (60) days, provided that certain revenue requirements are
met.
CHANGES IN CONTROL
On January 15, 1996, the Company and Phoenix Network,
Inc. ("Phoenix"), a San Francisco, California-based long distance
reseller and provider of value-added telecommunications services,
signed a letter of intent to merge the two companies in a stock-for
- -stock transaction. The parties currently are negotiating a
definitive merger agreement. In connection with the proposed
merger, Phoenix expects to issue approximately 4 million new
shares of common stock in exchange for all of the outstanding
shares of the Company. It is currently anticipated that the
closing will take place on or about August 15, 1996, pending the
obtaining of all necessary regulatory approvals and approval of
the shareholders of both companies. There can be no assurance
that the ongoing negotiations between the Company and <PAGE> Phoenix
will in fact result in the execution of a definitive merger
agreement or that the terms of any such agreement will be as
described above.
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company, as
amended (the "Certificate of Incorporation"), provides that the
number of directors of the Company shall be fixed by, or in the
manner provided in, the Bylaws of the Company. The Bylaws of the
Company currently provide that the number of directors of the
Company shall be fixed from time to time by the vote of a
majority of the entire Board of Directors. The Board of
Directors, by resolution, has fixed the number of directors at
three. Each director will be elected to hold office until the
next Annual Meeting and until his or her successor is elected and
qualified. If for any reason any nominee should, prior to the
Annual Meeting, become unable to serve or for good cause will not
serve, the person acting under the proxy may vote the proxy for
the election of a substitute. It is not currently expected that
any of the nominees will become unable to serve or for good cause
will not serve.
The Board of Directors of the Company intends to
present for action at the Annual Meeting the election of Robert
R. Kaemmer, Richard K. Halford and Janet M. Flynn.
The persons named in the enclosed proxy (Janet M. Flynn
and Robert R. Kaemmer) will vote to elect the three (3) nominees
named above, unless authority to vote for the election of any or
all of the nominees is withheld by marking the proxy to that
effect. The affirmative vote of the holders of a plurality of
the votes present or represented at the Annual Meeting is
necessary for the election of the nominees named above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
IN FAVOR OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE.
Information relating to the directors, nominees for
directors and executive officers of the Company is set forth
below:
<TABLE>
Name Age Position Director Since
<CAPTION>
<S> <C> <C> <C>
Robert R. Kaemmer 51 Chairman, President, 1988
Chief Executive
Officer and Director
Richard K. Halford 61 Director 1991
Janet M. Flynn 49 Director and Secretary 1995
</TABLE>
<PAGE>
Robert R. Kaemmer has served as the Chief Executive
Officer of the Company since January 1992 and as the Company's
President since December 1988. Mr. Kaemmer has served as a
director of the Company since its inception in January 1988, when
he joined the Company as Executive Vice President--Operations.
From July 1986 until June 1988, Mr. Kaemmer served as Executive
Vice President of Safety Plus, Inc. From 1968 until June 1986,
Mr. Kaemmer was employed by Mobil Oil Corporation in various
engineering, sales and marketing management positions.
Richard K. Halford has been a director of the Company
since November 1991 and has been self-employed as a futures
trader since February 1991. Mr. Halford was a commodities
wholesaler with Geldermann, Inc. from August 1989 until February
1991. Mr. Halford served as Executive Vice President of the
Company from its inception until August 1989.
Janet M. Flynn has been a director of the Company since
January 1995, has served as the Company's Administrative Manager
since joining the Company in February 1992 and has served as the
Secretary of the Company since April 1993. From September 1991
until February 1992, Ms. Flynn was employed by Overland
Consulting, Inc. as Administrative Manager. Prior to that,
Ms. Flynn was employed in a similar capacity by American
Consolidated Financial Corporation.
During the fiscal year ended December 31, 1995, each
director attended all of the directors' meetings during the
period for which he or she was a director. In 1995, four (4)
directors' meetings were held. Other than the Stock Option
Committee, the Company had no standing Board committees in 1995,
and currently has no such committees other than the Stock Option
Committee.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation
paid or accrued by the Company during the fiscal years ended
December 31, 1995, 1994 and 1993 to the Company's chief executive
officer (the only officer whose total cash compensation exceeded
$100,000).
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLES
Annual Compensation
<CAPTION>
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Name and Other Annual
Principal Compensation
Position Year Salary($) Bonus($) ($)/(1)/
Robert R. 1995 132,000 0 0
Kaemmer
Chairman, 1994 127,000 72,726 0
Chief
Executive
Officer and 1993 90,000 64,459 0
President
</TABLE>
<TABLE>
Long Term Compensation
Awards Payouts
<CAPTION>
(f) (g) (h) (i)
<S> <C> <C> <C> <C>
Name and Restricted Securities LTIP All Other
Principal Stock Underlying Payouts Compensation
Position Awards($)/(2)/ Options(#)/(3)/ ($) ($)/(4)/
Robert R. 0 0 0 792.00
Kaemmer
Chairman, 0 0 0 811.20
Chief
Executive 18,750/(5)/ 150,000/(6)/ 0 786.60
Officer and
President
</TABLE>
_______________________
/(1)/ Excludes perquisites and other benefits, unless the
aggregate amount of such compensation exceeds the
lesser of $50,000 or 10% of the total salary and bonus
for the named executive officer.
/(2)/ The aggregate number of restricted stock holdings at
December 31, 1995 was 300,000. The value of these
restricted stock holdings was $108,000 (calculated in
the manner specified in paragraph (b)(2)(iv)(A) of Item
402 of Regulation S-B and taking into account that the
bid price of the Common Stock as of December 31, 1995
was $.36 per share). In the event that dividends are
paid on the Common Stock, such dividends will be paid
on the restricted shares of Common Stock held by the
named executive officer.
/(3)/ The number in the Securities Underlying Options column
(column (g)) reflects the number of shares of Common
Stock into which such options are exercisable.
/(4)/ Consists of insurance premiums paid by the Company with
respect to term life insurance for the named executive
officer.
/(5)/ On November 10, 1992, the named executive officer
agreed to lend up to $300,000 to the Company pursuant
to a revolving credit agreement. As a commitment fee
for the revolving credit, the Company issued 300,000
shares of Common Stock to Mr. Kaemmer on April 8, 1993.
These shares of Common Stock vested immediately upon
issuance to Mr. Kaemmer, but were not registered under
the Securities Act of 1933, as amended. The closing
bid price of the Common Stock on April 8, 1993 was
$.0625 per share.
/(6)/ On May 14, 1993, the named executive officer was
granted options exercisable into 150,000 shares of
Common Stock pursuant to the Company's 1988 Stock
Option Plan. These options became exercisable on May
14, 1994.
STOCK OPTION PLANS. The Company has two stock option
plans, the 1988 Stock Option Plan (the "1988 Plan") and the 1994
Stock Option Plan (the "1994 Plan"), which are administered by
the Board of Directors through the Stock Option Committee. As of
March 28, 1996, options exercisable into 23,000 shares of Common
Stock remain to be issued under the 1988 Plan, and options
exercisable into 155,000 shares of Common Stock remain to be
issued under the 1994 Plan. No stock options were granted
pursuant to the 1988 Plan <PAGE> or the 1994 Plan during 1995 to the
named executive officer.
The following table provides information with respect
to the named executive officer concerning unexercised options
held as of the end of 1995.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
(a) (b) (c)
<S> <C> <C>
Name Shares Acquired Value Realized($)
on Exercise(#)
Robert R. Kaemmer, 0 0
Chairman, Chief
Executive Officer
and President
</TABLE>
<TABLE>
(d) (e)
<CAPTION>
Number of Shares of Common Value of Unexercised In-
Stock Underlying Unexercised the-Money Options at
Name Options at Fiscal Year-End(#) Fiscal Year-End($)/(1)/
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Robert R. Kaemmer, 150,000 -0- 49,500 -0-
Chairman, Chief
Executive Officer
and President
</TABLE>
____________________________
/(1)/ Represents the difference between the bid price of the
Common Stock and the exercise price of the options.
The bid price of the Common Stock as of December 31,
1995 was $.36 per share.
DIRECTORS' COMPENSATION. Non-employee directors of the
Company are reimbursed for out-of-pocket expenses incurred in
attending meetings of the Board of Directors. In addition, such
directors are compensated at the rate of $2,000 per year in cash,
payable in equal quarterly installments, plus $200 per meeting.
EMPLOYMENT AGREEMENT. The Company has entered into an
employment agreement with Mr. Kaemmer dated January 1, 1995 (the
"Employment Agreement"). The Employment Agreement expires on
December 31, 1997 unless terminated sooner by the Company or
Mr. Kaemmer. The Employment Agreement provides for a salary of
$132,000 annually for the term of the Employment Agreement and
such compensation increases, bonuses and other compensation as
may be determined by the Board of Directors or any committee
thereof in accordance with the Company's then-existing salary,
bonus and other compensation plans.
The Company may terminate the Employment Agreement in
the event of the permanent disability of Mr. Kaemmer (defined as
the inability, by reason of physical or mental disability, to
perform the majority of his duties for a period of at least 180
consecutive days), for cause (defined to include willful
misconduct or gross negligence that causes material harm to the
Company, criminal acts, acts involving moral turpitude, fraud,
habitual absenteeism, chronic alcoholism or other form of
addiction, or a material breach of the Employment Agreement), and
for any other reason or no reason. In the event the Employment
Agreement is terminated on grounds of permanent disability, Mr.
Kaemmer shall be entitled to one year's salary, the <PAGE> proportionate
amount of any bonus and other compensation, payments and benefits
which would otherwise have been received by Mr. Kaemmer with
respect to the year in which such determination of disability is
made, as well as continued health insurance. In the event the
Employment Agreement is terminated for cause, Mr. Kaemmer shall
not be entitled to any additional compensation, payments or
benefits. In the event the Employment Agreement is terminated
for any other or no reason, Mr. Kaemmer shall be entitled to two
years' salary and the amount of any bonus and other compensation,
payments and benefits which would otherwise have been received by
Mr. Kaemmer with respect to the remaining term of the Employment
Agreement.
Mr. Kaemmer may terminate the Employment Agreement,
upon ten days' prior written notice, for "Good Reason." "Good
Reason" is defined to include (i) a "Change of Control" of the
Company of a nature that would be required to be reported by the
proxy rules promulgated by the Securities and Exchange
Commission, (ii) "Constructive Termination" of the Employment
Agreement (defined to include assignment of Mr. Kaemmer to duties
other than those of Chief Executive Officer of the Company or a
requirement that Mr. Kaemmer report other than to the Board of
Directors of the Company), (iii) the acquisition of beneficial
ownership (as defined in SEC Rule 13d-3) of 25% or more of the
combined voting power of the Company's voting securities by
certain persons, (iv) the composition of the Board so that less
than a majority of the directors are persons who were either
nominated or selected by the Board, (v) approval by the Company's
stockholders of a merger or consolidation in which the Company's
stockholders would own less than 80% of the total voting power
represented by the voting securities of the surviving
corporation, or (vi) approval by the Company's stockholders of a
plan of liquidation or disposition of substantially all the
assets of the Company. In the event that Mr. Kaemmer terminates
the Employment Agreement for Good Reason, he shall be entitled to
receive two years' salary and the amount of any bonus and other
compensation, payments and benefits which would otherwise have
been received by Mr. Kaemmer with respect to the year in which
such notice is given.
The Employment Agreement requires Mr. Kaemmer not to
compete with the Company, solicit customers or hire employees for
a competitive business during the term of the Employment
Agreement and for a period of one year thereafter. In addition,
the Employment Agreement requires Mr. Kaemmer to maintain the
confidentiality of the Company's confidential information.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
HALFORD LOANS. During the last two years, the Company
made loans to Richard K. Halford, a Director of the Company, in
the aggregate amount of $14,500. Mr. Halford executed promissory
notes (the "Notes") for this sum for the benefit of the Company
as of the following dates and in the following amounts: (i) June
15, 1994 -- $10,000; (ii) August 1, 1994 -- $1,500; and (iii)
April 3, 1995 -- $3,000. Each of the Notes bore interest at the
prime rate plus 2% per annum and each was originally payable in
full on December 31, 1995. Pursuant to a Pledge Agreement, dated
as of November 23, 1994, by and between Mr. Halford and the
Company, and amended as of April 3, 1995, the Notes were secured
by 19,000 shares of Common Stock owned by Mr. Halford. Mr.
Halford and the Company entered into agreements, each dated as of
December 29, 1995, to extend the terms of the Notes to May 15,
1996. Mr. Halford paid the Notes in full on January 24, 1996.
KAEMMER AGREEMENT. In October 1992, the Board approved
a revolving credit agreement in the amount of $300,000 with
Robert R. Kaemmer, President of the Company. Terms of the
revolving credit agreement included interest at 10% per anum, and
the note was secured by all the Company's assets including
accounts receivable and equipment. The original commitment
period for the revolving credit agreement was November 10, 1992,
through May 10, 1993. This commitment period was extended
through November 10, 1993, the termination date. During the
commitment period, the Company could borrow, repay and re-borrow
up to $300,000. Other terms of the agreement included the
following: (1) as a commitment fee, the Company issued to Mr.
Kaemmer 300,000 shares of Common Stock on April 8, 1993; (2) a
term life insurance policy on Mr. Kaemmer, for which Mr. Kaemmer
designated the beneficiary, in the amount of $300,000 was
purchased and maintained by the Company so long as any loan under
the credit agreement was outstanding; (3) during the commitment
period and on the termination date, Mr. Kaemmer had the right to
convert any or all of the principal owing by the Company to
Common Stock at a conversion rate of $1.00 of indebtedness for
three shares of Common Stock (Mr. Kaemmer chose not to convert
any of the indebtedness to stock); and (4) to the extent that on
the termination date the sum of: (i) the dollar amount of the
outstanding principal balance of the note, and (ii) one-third
(1/3) of the number of shares of Common Stock, if any, acquired
by Mr. Kaemmer pursuant to exercise of the conversion described
above, was less than 300,000 (called the "unused conversion
amount"), Mr. Kaemmer had the right for a period of 180 days
after the termination date to purchase a number of shares of
Common Stock equal to three times the unused conversion amount
(up to 900,000 shares), at a purchase price of $0.33 per share.
This period expired May 1, 1994. The note was paid in full by
the Company on November 2, 1993. Mr. Kaemmer acquired all 900,000
shares of Common Stock on April 27, 1994.
<PAGE>
RATIFICATION OF THE SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors has selected Grant Thornton LLP
as the Company's independent public accountants for the fiscal
year ending December 31, 1996. Grant Thornton LLP has served as
the Company's independent public accountants since 1991. It is
anticipated that representatives of Grant Thornton LLP will be
present at the Annual Meeting. Such representatives will have an
opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions.
The affirmative vote of a majority of the shares of
Common Stock and Class A Stock, voting as a single class, present
or represented at the Annual Meeting and entitled to vote at the
Annual Meeting is required for the ratification of the selection
of Grant Thornton LLP as independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
APPROVAL AND RATIFICATION OF THE SELECTION OF GRANT
THORNTON LLP.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than 10% of either the outstanding Common
Stock or Class A Stock ("10% Stockholders"), to file with the
Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership in such stock and other
equity securities. Securities and Exchange Commission
regulations require directors, executive officers and 10%
stockholders to furnish the Company with copies of all
Section 16(a) reports they file.
To the Company's knowledge, based solely on a review of
the copies of such reports available to the Company and written
representations from certain of the Company's directors and
executive officers that no other Section 16(a) reports were
required, all Section 16(a) reports required to be filed by the
Company's directors, executive officers and 10% Stockholders were
filed.
<PAGE>
OTHER BUSINESS AND MISCELLANEOUS
VOTING MATTERS. In accordance with Delaware law, a
stockholder entitled to vote in the election of directors can
withhold authority to vote for all nominees for directors or can
withhold authority to vote for certain nominees for directors.
Votes that are withheld will be excluded entirely from the vote
and will have no effect. Abstentions may be specified in all
proposals, other than the election of directors. Abstentions
will have the effect of a negative vote on a proposal. Shares of
the Company that generate broker non-votes on the election of
directors are treated as shares of Common Stock and Class A Stock
as to which voting power has been withheld by the respective
beneficial holders and, therefore, as shares not entitled to vote
on such election.
OTHER MATTERS TO BE VOTED UPON. The Board of Directors
knows of no business which will be presented for consideration at
the Annual Meeting other than as stated in the Notice of Meeting.
However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed
proxy to vote or otherwise act in accordance with their judgment
on such matters.
SOLICITATION AND EXPENSE. The Company will bear the
entire cost of preparing, assembling, printing and mailing the
Proxy Statement, the proxy and any additional material which may
be furnished to stockholders. Solicitation of proxies will be
primarily by mail, but regular employees of the Company may also
solicit proxies by personal interview, by telephone or by
telegraph without additional compensation therefor. Brokers,
custodians and fiduciaries in whose names stock is held will be
requested to forward proxy soliciting material to the owners of
stock held in their names and the Company will reimburse them for
their out-of-pocket expenses in connection with the service.
STOCKHOLDER PROPOSALS. In the event any stockholder
wishes to present a proposal to stockholders at next year's
Annual Meeting of Stockholders, the proposal must be received by
the Secretary of the Company at 6750 West 93rd Street, Suite 110,
Overland Park, Kansas 66212, not later than January 1, 1997, for
inclusion in the proxy materials for that meeting.
ANNUAL REPORT. A copy of the Company's Annual Report
on Form 10-KSB, together with an appendix including certain
supplemental materials, accompanies this Proxy Statement, but is
not part of the proxy solicitation materials. A COPY OF ANY
EXHIBITS TO THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY, TO THE EXTENT
REQUIRED BY LAW, BE OBTAINED BY ANY STOCKHOLDER, WITHOUT CHARGE,
UPON WRITTEN REQUEST TO MR. ROBERT KAEMMER, PRESIDENT,
AMERICONNECT, INC., AT SUITE 110, 6750 WEST 93RD STREET, OVERLAND
PARK, KANSAS 66212.
<PAGE>
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING,
PLEASE COMPLETE, SIGN, DATE AND RETURN TO THE COMPANY THE
ENCLOSED PROXY. IF YOU ARE PRESENT AT THE MEETING, YOU MAY
WITHDRAW YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Robert R. Kaemmer
Robert R. Kaemmer, Chairman,
Chief Executive Officer and President
Overland Park, Kansas
May 1, 1996
<PAGE>
PROXY
AMERICONNECT, INC.
This Proxy is for the 1996 Annual Meeting of
Stockholders of AmeriConnect, Inc., a Delaware corporation (the
"Company"), to be held on Wednesday, May 29, 1996, at 10:00 a.m.,
Central Daylight Time, at the Courtyard by Marriott, 11301
Metcalf Avenue, Overland Park, Kansas, and thereafter as the
meeting may from time to time be adjourned.
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF AMERICONNECT, INC.
The undersigned stockholder of AmeriConnect, Inc.
hereby appoints Robert R. Kaemmer and Janet M. Flynn, and each of
them, jointly and severally, with full power of substitution, as
attorneys-in-fact, to vote all the shares of Common Stock and/or
Class A Common Stock of the Company which the undersigned is
entitled to vote at the 1996 Annual Meeting of Stockholders of
AmeriConnect, Inc. to be held on May 29, 1996, and at any
adjournment thereof, on the transaction of any and all business
which may come before said meeting, as fully and with the same
effect as the undersigned might or could do if personally present
for the following purposes:
1. The election of Robert R. Kaemmer, Richard K. Halford and
Janet M. Flynn as directors.
[ ] FOR [ ] WITHHELD as to all nominees
Instruction: To withhold authority to vote for any nominee(s),
write the name of each such nominee with respect to which you
intend to withhold authority to vote on the line provided below.
To withhold authority to vote for all nominees, place a mark
(such as a check or an "x" ) in the box next to "WITHHELD" above.
________________________________________
Unless authority to vote for each nominee is withheld,
this Proxy will be deemed to confer authority to vote
"FOR" each nominee whose name is not written on the
line provided.
(Please date and sign on the reverse side)
<PAGE>
2. Ratification and approval of the selection of Grant Thornton
LLP as the independent public accountants of AmeriConnect,
Inc. for the fiscal year ending December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are to vote upon such other
business as may properly come before the meeting of which
the board of directors does not have knowledge a reasonable
period of time before the solicitation of this proxy.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ABOVE
PROPOSALS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
PROPOSALS 1 AND 2.
The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement, dated May 1, 1996.
Dated: ____________, 1996 ________________________________
Signature of Stockholders
Please date and sign exactly as name or names appear hereon.
If shares are held jointly or by two or more persons, each
stockholder named should sign. Executors, administrators,
trustees, etc. should so indicate when signing. If the signer is
a corporation, please sign full corporate name by duly authorized
officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE
ENVELOPE PROVIDED.
