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EXHIBIT 99.1
GREENSTONE ROBERTS ADVERTISING, INC.
401 Broad Hollow Road
Melville, New York 11747
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of GREENSTONE ROBERTS ADVERTISING, INC.
(the "Company") hereby appoints Messrs. Ronald Greenstone and Gary Roberts, and
each or either of them, the proxy or proxies of the undersigned, with full power
of substitution, to vote as specified on the reverse side all shares of Common
Stock of said Company which the undersigned is entitled to vote at the Special
Meeting of Stockholders of said Company, to be held on Monday, September 30,
2000 and at all adjournments of such Meeting, with all powers the undersigned
would possess if personally present.
This Proxy will be voted as specified. If no specification is made, the
Proxy will be voted FOR the issuance of 5,073,950 shares of Common Stock of said
Company to the shareholders of Kupper Parker Communications, Inc. ("KPCI"), the
merger of KPCI into the Company, with (a) the repurchase by the Company of
300,000 shares of the Company from the existing shareholders at $4.50 per share,
(b) the amendment of the stock option plan to increase the number of options
that can be granted to 250,000 and to convert the 34 KPCI options to 185,300
company options exercisable at $1.00 per 5,450 shares and (c) to amend the
Certificate of Incorporation to delete the reference to the minimum number of
directors of six (6) (Item 1); and as to any other matters as may properly come
before the meeting, this Proxy will be voted in the discretion and in the best
judgment of the Proxies. This Proxy may be revoked at any time prior to the
voting thereof.
(Please date and sign on the reverse side.)
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(Continued from the other side)
The Board of Directors recommends a Vote FOR Item 1.
Item 1 - the issuance of 5,073,950 shares of Common Stock of said Company to the
shareholders of Kupper Parker Communications, Inc. (KPCI"), the merger of KPCI
into the Company, with (a) the repurchase by the Company of 300,000 shares of
the Company from the existing shareholders at $4.50 per share (the "Share
Buyback Program"), (b) the amendment of the Company stock option plan to
increase the options that may be granted to 250,000 and to convert the KPCI
options to Company options, and (c) the amendment of the Certificate of
Incorporation to delete the reference to the minimum number of directors of six
(6).
FOR / / WITHHOLD / / ABSTAIN / /
IF ITEMS 1 IS APPROVED AND THE MERGER WITH KPCI IS CONSUMMATED, THE UNDERSIGNED
ELECTS TO HAVE THE COMPANY PURCHASE HIS/HER/ITS PRO RATA SHARE OF SUCH SHARE
BUYBACK PROGRAM AS DESCRIBED IN THE PROXY STATEMENT(THERE WILL BE NO SEPARATE
TENDER FORM).
YES / / NO / /
Dated:_____________________________
___________________________________
___________________________________
Signature or Signatures
Please sign exactly as your name
appears at the left. Executors,
administrators, trustees,
guardians, attorneys and agents
should give their full titles and
submit evidence of appointment
unless previously furnished to the
Company or its transfer agent.
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