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 240.14a-11 (c) or 240.14a-12
...............................................................................
Jordan American Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
...............................................................................
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(1) 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 the 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>
JORDAN AMERICAN HOLDINGS, INC.
1875 SKI TIME SQUARE DRIVE, SUITE ONE
STEAMBOAT SPRINGS, COLORADO 80487
(970) 879-1189
_________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 19, 1998
_________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Jordan
American Holdings, Inc., a Florida corporation (the "Company"), will be held
on Tuesday, May 19, 1998, at 3:00 o'clock p.m., Mountain Daylight Time, in the
conference room at Timber Run, 2015 Walton Creek Road, Steamboat Springs,
Colorado 80487, for the following purposes, all of which are set forth more
completely in the accompanying proxy statement:
1. To elect two Directors to serve for three-year terms;
2. To ratify the selection of Arthur F. Bell, Jr. & Associates, L.L.C., as the
Company's independent auditor;
3. To amend the Company's 1991 Stock Option Plan; and
4. To transact such other business as may properly come before the meeting.
Pursuant to the Company's Bylaws, the Board of Directors has fixed the close
of business on April 8, 1998, as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting.
A FORM OF PROXY AND THE ANNUAL REPORT OF THE COMPANY, INCLUDING ITS FORM
10-KSB FOR THE YEAR ENDED DECEMBER 31, 1997, ARE ENCLOSED. IT IS IMPORTANT
THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE
PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE
IF MAILED IN THE UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS
Nea1 Jordan, Chairman of the Board
Steamboat Springs, Colorado
April 20, 1998
<PAGE>
JORDAN AMERICAN HOLDINGS, INC.
1875 SKI TIME SQUARE DRIVE, SUITE ONE
STEAMBOAT SPRINGS, COLORADO 80487
(970) 879-1189
___________________________________
PROXY STATEMENT
__________________________________
The enclosed proxy is solicited by the Board of Directors of Jordan American
Holdings, Inc., a Florida corporation (the "Company"), for use at the Annual
Meeting of Shareholders to be held on May 19, 1998 (the "Meeting"). The
approximate date on which this statement and the enclosed proxy will first be
sent to Shareholders is April 25, 1998. The Form of Proxy provides a space
for you to withhold your vote for any proposal. You are urged to indicate
your vote on each matter in the space provided. If no space is marked, then
the proxy will be voted by the persons therein named at the meeting: 1) for
the election of two Directors to serve three-year terms; 2) for the
ratification of the selection of Arthur F. Bell, Jr. & Associates, L.L.C., as
the Company's independent auditors; 3) to amend the Company's 1991 Stock
Option Plan; and 4) in their discretion, upon such other business as may
properly come before the Meeting. Whether or not you plan to attend the
Meeting, please fill in, sign and return your Form of Proxy in the enclosed
envelope, which requires no postage if mailed in the United States.
The cost of proxy solicitation by the Board of Directors will be borne by the
Company. In addition to solicitation by mail, Directors, officers and
employees of the Company may solicit proxies personally and by telephone and
telegraph, all without extra compensation.
At the record date for the meeting, the close of business on April 8, 1998,
the Company had 10,408,876 shares outstanding of $.001 par value common stock
(the "Common Stock") and 3,000,000 shares of 8% convertible redeemable
cumulative preferred stock (the "Preferred Stock"). Each share of Common
Stock entitles the holder thereof on the record date to one vote on each
matter submitted to a vote of Shareholders. The Preferred Stock is
non-voting. Only holders of the Common Stock of record at the close of
business on April 8, 1998, are entitled to notice of and to vote at the
Meeting. If there are not sufficient votes for approval of any of the matters
to be voted upon at the Meeting, then the Meeting may be adjourned in order to
permit further solicitation of proxies. The quorum necessary to conduct
business at the Meeting consists of a majority of the outstanding shares of
Common Stock. The election of Directors will be by a plurality of votes cast,
either in person or by proxy, at the Meeting. The approval of the proposals
covered by this Proxy Statement, other than the election of Directors, will
require an affirmative vote of the holders of a majority of the shares of
Common Stock of the Company voting in person or by proxy at the Meeting.
A STOCKHOLDER WHO SUBMITS A PROXY ON THE ACCOMPANYING FORM HAS THE POWER TO
REVOKE IT AT ANY TIME PRIOR TO ITS USE BY DELIVERING A WRITTEN NOTICE TO THE
SECRETARY OF THE COMPANY, BY EXECUTING A LATER-DATED PROXY OR BY ATTENDING THE
MEETING AND VOTING IN PERSON. UNLESS AUTHORITY IS WITHHELD, PROXIES THAT ARE
PROPERLY EXECUTED WILL BE VOTED FOR THE PURPOSES SET FORTH THEREON.
<PAGE>
MANAGEMENT
Directors and Executive Officers
The Company currently has five Directors serving on its Board. The Directors
and Executive Officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions
<S> <C> <C>
Charles R. Clark (1) 38 Director; Chief Executive Officer;
Senior Assistant Portfolio Manager
W. Neal Jordan 58 Chairman of the Board;
Chief Investment Officer
Ronald A. Stiller 42 Director; National Sales and
Marketing Director
Terri W. Abady (1) 50 Director
Robert J. Flaherty (1) 64 Director
Frederick A. Whittlesey 35 Secretary; Treasurer; Chief Financial
Officer; Chief Compliance Officer
(1) Member of the Audit Committee
</TABLE>
Charles R. Clark has served as Chief Executive Officer of the Company since
October 1, 1997, and as a Director since August 22, 1995. Mr. Clark has also
served as Senior Assistant Portfolio Manager of the Company and Vice President
of IMPACT Financial Network, Inc. ("IFNI", formerly Management Securities,
Inc.) since August 1995. From August 1995, until his appointment as C.E.O.,
Mr. Clark served as Chief Operating Officer, prior to which time he served as
Vice-President of the Company and, beginning in 1991, Technical Research
Analyst. From June 1990 through September 1991, he worked as an independent
management consultant. Mr. Clark received a B.S. in Management and
Administrative Science from the University of Northern Colorado in 1984 and an
M.A. in Biblical Studies from Dallas Theological Seminary in 1991. Mr. Clark
is a general securities principal registered with the National Association of
Securities Dealers, Inc. ("NASD").
W. Neal Jordan has served as the Chairman of the Board of the Company since
August 1, 1995, and as a Director of the Company since April 1993. On
October 1, 1997, Mr. Jordan was named the Company's Chief Investment Officer,
prior to which he served as Chief Executive Officer since August 1, 1995. He
served as President and Senior Portfolio Manager of Equity Assets Management,
Inc. ("EAM"), a registered investment adviser that became a wholly-owned
subsidiary of the Company in 1991, from EAM's inception in 1972 until its
merger into the Company on August 1, 1995. Prior to founding EAM, Mr. Jordan
worked as an account executive for two New York Stock Exchange member firms
and has worked in the investment industry since 1966. Mr. Jordan is also the
President of IFNI, which is a registered broker-dealer founded by Mr. Jordan
in 1986, a member of the NASD and a wholly-owned subsidiary of the Company
since 1991. He is a charter member of the Florida Association of Registered
Investment Advisors, a Commodities Trading Advisor registered with the
National Futures Association, and a general securities principal and options
principal registered with the NASD.
<PAGE>
Ronald A. Stiller has served as a Director of the Company since August 20,
1996, and on October 1, 1997, was named the Company's National Sales and
Marketing Director. The former President of IMPACT Financial Network, a
financial services firm, Mr. Stiller is a professional in the areas of
marketing and asset gathering with extensive radio and television experience
and exposure. Prior to starting IMPACT Financial Network in September, 1995,
Mr. Stiller served as President of Security Financial from July, 1990 to
August, 1995 and Stiller & Associates from June, 1981 to June, 1990.
Terri W. Abady was appointed as a Director of the Board on October 1, 1997.
Ms. Abady founded Digital Post & Graphics, Inc., which specializes in video
graphics, editing, and special effects for advertising and corporate
communications. She served as President of the graphic design/film production
company from its formation in 1987 until its sale in April 1997. Ms. Abady
was actively involved in all aspects of commercial television sales and
network and independent broadcasting management. From 1976 until founding her
own company in 1987, she served in a series of television sales and management
positions, culminating in Station Manager of KTZZ TV in Seattle, Washington.
Robert J. Flaherty has served as a Director of the Company since August 20,
1996. Mr. Flaherty is the President, Editor and Chairman of the Board of
Equities magazine, a position he has held since 1981. A Harvard MBA graduate
and former award-winning journalist at Forbes magazine, Mr. Flaherty
specializes in analysis and promotion of emerging growth companies.
Frederick A. Whittlesey has served as Chief Financial Officer of the Company
since January 1, 1996, Chief Compliance Officer since January 1, 1998, and
Secretary and Treasurer of the Company since August 1, 1995. From November
1991 through July 1995, he served as Regional Manager for EAM. Mr. Whittlesey
received an M.B.A. in 1995 from Dallas Baptist University, an M.A. in 1990
from Dallas Theological Seminary, an M.A. in 1988 from Texas A & M University
and a B.A. in history and political science in 1985 from Southern Methodist
University. Mr. Whittlesey is a general securities principal registered with
the NASD.
Additional Information Regarding the Board of Directors
All current Directors attended all of the meetings of the Board (except Mr.
Stiller, who was unable to attend a special meeting held August 26, 1997) and
all committee meetings of the Board of which they respectively were members
during the fiscal year ended December 31, 1997. There were a total of four
regular and four special Board meetings held and two actions taken via written
consent during 1997.
The Board of Directors has the responsibility for establishing broad corporate
policies and for the overall performance of the Company. To assist it in
carrying out its duties, the Board has delegated certain authority to several
standing committees described below. (There is no Nominating Committee nor
any committee performing similar functions.)
Committees of the Board of Directors
The Board normally has two committees, which are the Audit and Compensation
Committees. The Audit Committee's responsibilities include recommending to
the Board the selection of the Company's independent auditors, reviewing the
arrangements and scope of the independent audit, and reviewing all financial
statements. The Compensation Committee makes recommendations to the Board as
to executive salaries, reviews salaries and benefits of executives and
recommends bonuses and stock option awards for Directors, officers and other
employees of the Company. The Audit Committee held one meeting during 1997.
Currently the entire Board is performing the function of the Compensation
Committee until such time as a Compensation Committee is formed based on the
appointment of three Directors.
<PAGE>
Compliance with Section 16(a) of the Exchange Act
The Securities and Exchange Commission has implemented a rule that requires
companies to disclose in their proxy statements information with respect to
reports that are required to be filed pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended, by Directors, officers and 10% shareholders
of each company, if any of those reports are not filed timely. Based solely
upon a review of Forms 3 and 4 and amendments thereto furnished to the Company
during 1997 and Forms 5, if any, with respect to that year, the Company has
determined that all required filings were made in a timely manner.
Executive Officer Compensation
The following tables provide information with respect to the compensation paid
by the Company and its subsidiaries to the Company's Executive Officers in all
capacities who received combined salary and bonus compensation in 1997 in
excess of $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation
-------------------------------- ------------
Securities
Other Underlying
Annual Options/
Name and Salary Bonus Compensation(l) SARs
Principal Position Year ($) ($) ($) (#)
- ----------------------- ------ --------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
W. Neal Jordan, 1997 150,000 0 0 12,500
Chairman of the Board; 1996 125,000 9,000 60,122(2) 102,500
Chief Investment Officer 1995 121,669 13,529 1,000(3) 0
Charles R. Clark, 1997 100,000 0 0 13,750
Director; Chief 1996 83,273 9,000 1,500(3) 35,000
Executive Officer 1995 80,000 9,296 1,500(3) 35,000
Ronald A. Stiller 1997 25,000(6) 0 1,000(3) 315,000
Director; National Sales
and Marketing Director
Frederick A. Whittlesey, 1997 79,000 0 39,942(4) 0
Secretary; Treasurer; 1996 65,000 9,000 54,980(4) 23,938
Chief Financial Officer; 1995 21,250(5) 7,175 40,070(4) 56,037
Chief Compliance Officer
</TABLE>
(1) The table does not include amounts for personal benefits extended to
Executive Officers by the Company, such as, but not limited to, health or
life insurance. The Company believes that the incremental cost of those
annual benefits during 1995-1997 did not exceed the lesser of $50,000 or
10% of their total annual salary, other compensation and bonus.
(2) Payment of previously deferred compensation and payment for service as a
Director.
(3) Cash compensation received for service as a Director of the Company.
(4) Fees earned for solicitation of assets placed under management based on a
percentage of management fee revenue. Net management fee revenue to the
Company from these assets was approximately $72,000 for 1997, $165,000 for
1996 and $120,000 for 1995. These amounts do not include additional
revenues earned by the Company from trading activities from managed
accounts solicited by Mr. Whittlesey. The $39,942 also includes other
fees earned by Mr. Whittlesey in accordance with the terms of his contract
and employment, which are detailed below.
(5) Six months compensation based on an annual salary of $42,500.
(6) Three months compensation based on an annual salary of $100,000.
<PAGE>
Option/SAR Grants in Last Fiscal Year
Individual Grants
<TABLE>
<CAPTION>
Number of
Securities % of Total
Underlying Options/SARs Exercise or
Options/SARs Granted to Base Price Expiration
Name Granted Employees ($/Share) Date
- ------------------- ------------ ----------- ------------ -------------
<S> <C> <C> <C> <C>
W. Neal Jordan 12,500 3.6% $0.66 03/01/2002
Charles R. Clark 13,750 4.0% $0.60 03/01/2007
Ronald A. Stiller 300,000 86.6% $1.00 10/01/2007
15,000 4.3% $0.60 03/01/2007
</TABLE>
Director Compensation
Beginning January 1, 1997, each non-employee Director of the Company received
$500 per calendar quarter for service as a Director and $500 annually for each
committee upon which the non-employee Director served. In addition, pursuant
to the Company's 1991 Stock Option Plan, as amended, mandatory grants of
options to purchase the following number of shares of the Company's Common
Stock are to be awarded to Directors on an annual basis: 12,500 shares for
serving as a Director; 1,250 shares for Directors serving on one or more
committees, and 1,250 shares for serving as Chairman of one or more committees.
Employment Agreements
In August 1991, the Company entered into an employment agreement with W. Neal
Jordan, pursuant to which Mr. Jordan serves as the head of the Company's
investment advisory business on a full-time basis. The employment agreement,
which expires on August 14, 2001, provides for an annual base salary of
$150,000 and may be increased by the Board of Directors. Mr. Jordan is
entitled to receive a bonus equal to 3% of the consolidated pre-tax earnings
of the Company's investment advisory business for each fiscal year during the
term of the agreement, provided that such consolidated pre-tax earnings equal
or exceed $6 million for each fiscal year after December 31, 1993.
On January 1, 1997, the Company entered into a new employment agreement with
Charles R. Clark, pursuant to which Mr. Clark serves as Chief Operating
Officer and Senior Assistant Portfolio Manager of the Company on a full-time
basis. Mr. Clark's employment agreement, which expires December 31, 1998,
provides for an annual base salary of $100,000 for 1997 and an automatic 3%
cost-of-living increase for 1998, the latter of which Mr. Clark has waived.
On October 1, 1997, Mr. Clark was promoted from Chief Operating Officer and
appointed by the Board of Directors as Chief Executive Officer of the Company
for no additional compensation. Mr. Clark's salary may be increased by the
Board of Directors. Mr. Clark is entitled to receive a bonus (not to exceed
75% of his salary) equal to 3% of the consolidated pre-tax earnings of the
Company for each fiscal year during the term of the agreement.
<PAGE>
On October 1, 1997, the Company entered into an employment agreement with
Ronald A. Stiller, pursuant to which Mr. Stiller serves as National Sales and
Marketing Director of the Company on a full-time basis. Mr. Stiller's
employment agreement, which expires December 31, 1998, provides for an annual
base salary of $100,000 and an automatic 3% cost-of-living increase beginning
in 1999 should his contract be extended. Mr. Stiller is also entitled to
receive a bonus equal to 3% of the consolidated pre-tax earnings of the
Company for each fiscal year during the term of the agreement and other
bonuses based on his performance.
On January 1, 1997, the Company entered into a new employment agreement with
Frederick A. Whittlesey, pursuant to which Mr. Whittlesey serves as Chief
Financial Officer for the Company on a full-time basis. Mr. Whittlesey's
employment agreement, which expires December 31, 1998, provides for an annual
base salary of $79,000 for 1997 and an automatic 3% cost-of-living increase
for 1998, the latter of which Mr. Whittlesey has waived. In June, 1997,
Mr. Whittlesey volunteered to assist with the compliance needs of the Company
related to the organization, marketing, sales and distribution of the Impact
Management Growth Portfolio. In October, 1997 the Board of Directors voted to
compensate Mr. Whittlesey for his increased responsibilities in the amount of
$2,000 per month retroactive to June 1, 1997, and until such time as the Board
re-negotiates Mr. Whittlesey's contract.
On January 1, 1998, Mr. Whittlesey, in addition to serving as Chief Financial
Officer, became Chief Compliance Officer for all aspects of regulations
related to JAHI as a public company and investment advisory firm, its
broker-dealer operations and the Company's involvement with the Impact
Management Growth Portfolio, a registered investment company. Mr. Whittlesey
also receives as compensation 15% of the net savings to the Company from his
re-negotiation of the Company's clearing costs associated with the Company's
broker-dealer and 25% of investment advisory management fees from client
accounts which were solicited by Mr. Whittlesey. Mr. Whittlesey is also
entitled to receive a bonus (not to exceed 75% of his salary) equal to 1% of
the consolidated pre-tax earnings of the Company for each fiscal year during
the term of the agreement and other bonuses based upon his performance.
Certain Transactions
As of March 19, 1998, approximately 17% of the Company's issued and
outstanding shares of Common Stock was held in the Company's client accounts.
From May 1993 until April 1997, the Company has had a policy providing that
purchases or sales of the Company's stock for the Company's client accounts be
made only upon the direction of the respective clients. In April of 1997, the
Board of Directors unanimously voted to discontinue all directed purchasing
activities for clients related to the Company's stock and warrants and to only
sell the Company's securities as instructed in writing by the client(s). See
"VOTING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
Another potential conflict of interest that exists as a result of Mr. Jordan's
interest in the Company and control over the Company's client accounts is that
Mr. Jordan may be faced with the issue of whether to advise the Company's
clients to sell stock of the Company, the sale of which may have an adverse
effect on Mr. Jordan's security holdings in the Company. Mr. Jordan is
limited only by his fiduciary obligation to the Company's clients.
<PAGE>
VOTING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 25, 1998, certain information
regarding the Company's Common Stock owned of record or beneficially by
(i) each person who owns beneficially more than 5% of the Company's
outstanding Common Stock; (ii) each of the Company's Directors and Executive
Officers; and (iii) all Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership (1) of Class
- -------------------------------------- ------------------------ --------
<S> <C> <C>
W. Neal Jordan (2)(3) 3,819,656 36.7%
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
Kirkland S. & Rena B. Lamb Foundation (5) 750,000 7.2%
5612 Meletio
Dallas, Texas 75230
Frederick A. Whittlesey (3)(6) 62,500 *
8418 Northview Pass
Fair Oaks Ranch, TX 78015
Charles R. Clark (3)(4)(7) 22,100 *
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
Terri W. Abady (3) 0 0
1554 E. Garfield
Seattle, WA 98112
Robert J. Flaherty (3) 0 0
28 Tunstall
Scarsdale, NY 10583
Ronald A. Stiller (3) 0 0
870 Blue Ridge Road
Pittsburgh, PA 15239
All Directors and Executive Officers
as a group (5 Persons) 3,903,256 37.5%
- ---------------------------------------
* Less than 1 %.
</TABLE>
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.
(2) Does not include 334,095 shares issuable upon exercise of the IPO
Underwriter's warrants and stock purchase warrants included therein owned
by Mr. Jordan nor the 1,723,823 shares and 561,488 shares underlying
warrants that are held in the Company's client accounts over which the
Company exercises discretionary investment control, except for
transactions in securities issued by the Company (see Certain Transactions
above regarding the Company's securities held in client accounts).
<PAGE>
(3) Does not include stock options, all of which currently have a market value
at or below the option exercise prices.
(4) Excludes 550,600 shares of which Mr. Clark is the trustee for certain
trusts established for Mr. Jordan's children, as to which shares Mr. Clark
disclaims any beneficial interest.
(5) Does not include 857,143 shares issuable upon conversion of 3,000,000
shares of Preferred Stock. The Preferred Stock is non-voting.
(6) Mr. Whittlesey's 62,500 shares include 44,300 shares of common stock owned
by his relatives and do not include 75,000 shares issuable upon exercise
of stock purchase warrants owned by Mr. Whittlesey and his relatives.
(7) Mr. Clark's 22,100 shares include 13,100 shares of common stock owned by
his relatives and do not include 5,000 shares issuable upon exercise of
stock purchase warrants owned by Mr. Clark's relatives.
PROPOSALS TO SHAREHOLDERS
The Board of Directors unanimously approved the following proposals as of
February 10, 1998, for presentation to the Company's shareholders:
1. Election of Directors
The Board is presently composed of five Directors divided into three classes,
with all Directors in each class serving staggered three year terms or until
their respective successors are qualified and elected. W. Neal Jordan is a
Class I Director, re-elected as a Director of the Company in 1996 and serves
until the 1999 Annual Meeting of Shareholders. Ronald A. Stiller is a Class I
Director, re-elected as a Director of the Company in 1997 and serves the
balance of a Class I Director's term until the 1999 Annual Meeting of
Shareholders. Robert J. Flaherty is a Class II Director, re-elected as a
Director of the Company in 1997, and serves until the 2000 Annual Meeting of
Shareholders. Charles R. Clark is a Class III Director, re-elected as a
Director of the Company in 1996 to serve the balance of a Class III Director's
term until the 1998 Annual Meeting of Shareholders; as a result, he is up for
election this year to serve a Class III Director's term until the 2001 Annual
Meeting of Shareholders. Terri W. Abady was elected as a Class III Director
of the Company on October 1, 1997; as a result, she is up for election this
year to serve a Class III Director's term until the 2001 Annual Meeting of
Shareholders.
Consequently, Mr. Clark and Ms. Abady are Board nominees for Class III
Directors and are proposed to be elected for terms of three years. For
biographical information regarding nominees, please see "MANAGEMENT -
Directors and Executive Officers."
It is intended that the votes will be cast pursuant to the accompanying proxy
for the two nominees named above, unless otherwise directed. The Board has no
reason to believe that either nominee will become unavailable to serve if
elected. However, if any nominee should be unavailable, then proxies
solicited by the Board will be voted for the election of a substitute nominee
designated by the Board.
W. Neal Jordan, by reason of his ownership of record of approximately 37% of
the outstanding shares of the Company, may be in a position to elect all of
the Directors of the Company and thereby control the Company.
Proxies cannot be voted for a greater number of persons than the two nominees
named above. The Directors will be elected by a plurality of the votes cast,
either in person or by proxy, at the Meeting. Votes cast as abstentions will
not be counted as votes for or against the election of the Directors and
therefore will have no effect on the number of votes necessary to elect the
Directors. So-called "broker non-votes" (brokers failing to vote by proxy
shares of the Company's Common Stock held in nominee name for customers) will
not be counted at the Meeting and also will have no effect on the number of
votes necessary to elect a Director.
<PAGE>
The Board recommends a vote in favor of the proposed nominees for election to
the Board.
2. Ratification of Selection of Independent Auditor
It is intended that the votes will be cast pursuant to the accompanying proxy
for the ratification of Arthur F. Bell, Jr. & Associates, L.L.C. ("Bell"), as
the Company's independent auditor, unless otherwise directed. Bell's service
as the Company's independent auditor began with the audited financial
statements for 1995.
Upon the recommendation of one of the Company's former Directors, the Company
selected Bell to act as the Company's independent auditor, given its
experience in audits of companies in the securities business. No member of
Bell or any associate thereof has any financial interest in the Company or its
subsidiaries. By mutual agreement, a member of that firm will not attend the
Meeting and therefore will not have the opportunity to make a statement or be
available to respond to questions.
Shareholder approval of the Company's auditor is not required under Florida
law. The Board is submitting its selection of Bell to its shareholders for
ratification in order to determine whether the shareholders generally approve
of the Company's auditor. If the selection of Bell is not approved by the
shareholders, the Board will reconsider its selection.
The Board recommends a vote in favor of this proposal.
3. Amendment of the Company's 1991 Stock Option Plan
In 1991, the Company's Board of Directors approved the Company's 1991 Stock
Option Plan, as amended ("Plan"), which was subsequently approved by the
Company's shareholders. The purpose of the Plan is to enable the Company to
offer to its Directors, officers and other key employees an incentive to
continue in the employ of the Company and to increase their identification
with the interests of the Company's shareholders through additional ownership
of the Company's Common Stock. Pursuant to the Plan, the Company has reserved
1,000,000 shares of Common Stock for issuance upon the exercise of granted
options, subject to adjustment in certain cases. The Plan is administered by
the Company's Compensation Committee, or in lieu thereof, the Board of
Directors.
Options granted under the Plan may or may not be "incentive stock options"
("Incentive Options") within the meaning of Section 422(b) of the Internal
Revenue Code of 1986 ("Code"), as amended, depending upon the decision of the
Compensation Committee on the date of the grant. The exercise price of an
option granted under the Plan may not be less than 100% of the fair market
value of the Company's Common Stock at the date of the grant (110% of such
fair market value if the grant is an Incentive Option to an employee who owns
more than 10% of the Company's outstanding Common Stock). The period in which
options may be exercised is limited to no more than 10 years after the date of
the grant (and no more than 5 years after the date of the grant for Incentive
Options if the grant is made to an employee who owns more than 10% of the
Company's outstanding Common Stock). Options granted under the Plan may not
be transferred by a participant in the Plan, other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order
as defined in Section 414(p) of the Code, or Title I of the Employee
Retirement Income Security Act or the rules thereunder. Under the Plan, if
any shares of Common Stock that are subject to an option cease to be subject
to the option, such shares shall again be available for distribution in
connection with future grants under the Plan. The Company has registered the
underlying shares of Common Stock that may be obtained upon exercise of
options issued and to be issued under the Plan pursuant to the Securities Act
of 1933, as amended.
<PAGE>
The Board has adopted, subject to the approval of the Company's shareholders,
two amendments to the Plan. Section 16 of the Plan requires the approval of
the Company's shareholders in order to approve the amendments to the Plan.
Therefore the Company is requesting the approval of its shareholders for the
two amendments to the Plan.
Amendment #1
- ------------
To amend Section 8(b), entitled "Mandatory Grant of Director Options," so that
the annual mandatory grant of options for the purchase of the Company's Common
Stock to each Director for service in that capacity be prorated if the
Director served in that capacity for less than all of the previous calendar
year on a quarterly basis, with service for 45 calendar days or more counting
as a full quarter, and so that such section, as so amended, shall read as
follows:
"(b) Mandatory Grant of Director Options. Each calendar year during the
term of this Plan, commencing on March 1, 1998, and continuing on each
subsequent anniversary date in each following calendar year, there shall be
granted to each Director of the Company (whether or not he or she would
otherwise be an Employee, as defined in the first sentence of Section 2(g)
hereof), as compensation for serving during the entire preceding calendar
year as a Director, a member of one or more committees of the Board of
Directors and/or as chairman of one or more committees of the Board of
Directors, options to acquire that number of shares of Common Stock set
forth in the schedule immediately below. If a Director shall serve any of
the foregoing capacities for less than the entire preceding calendar year,
the number of shares of Common Stock subject to the options granted shall be
prorated on a quarterly basis, with service for 45 calendar days or more in
any calendar quarter counting as a full calendar quarter of service.
Notwithstanding any vesting provisions provided elsewhere in this Plan,
options granted to Directors hereunder shall vest immediately upon the Date
of Grant. The term of the options so granted shall be as otherwise
determined pursuant to the terms of this Plan. Options granted to Directors
hereunder may either be Incentive Stock Options or Non-Qualified Options
depending upon whether other terms and conditions of such options as
specified in this Plan have been satisfied. The schedule for grant of the
options described herein is as follows:
<TABLE>
<CAPTION>
Amount of shares Amount of shares
Amount of shares subject to option subject to option
subject to option for serving for serving
for serving solely on one or more as chairman of one
Date of Grant as a Director committees or more committees
_____________________ __________________ ________________ __________________
<S> <C> <C> <C>
Each March 1, after 12,500 Shares 1,250 Shares 1,250 Shares
March 1, 1996, during
the term of this Plan"
</TABLE>
Amendment #2
- ------------
The second amendment would increase the number of shares of Common Stock that
may be awarded under the Plan to 2,000,000 shares. The Plan currently
authorizes the award of 1,000,000 shares of Common Stock (subject to
adjustment as provided in the Plan). The Board of Directors believes that the
purposes of the Plan and the best interests of the Company will be furthered
by increasing the aggregate number of shares that may be awarded. The Board
of Directors wishes to ensure the continued availability of Common Stock that
may be awarded to all current and future Directors, officers and employees.
The Board recommends a vote in favor of this proposal.
<PAGE>
4. Other Matters
The Board of Directors is not aware of any other business that may come before
the Meeting. However, if additional matters properly come before the Meeting,
then proxies will be voted at the discretion of the proxy-holders.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1999 Annual Meeting of
Shareholders of the Company must be received by the Company no later than
Friday, January 15, 1999, at its principal executive offices located at 1875
Ski Time Square Drive, Suite One, Steamboat Springs, Colorado 80487,
Attention: Frederick A. Whittlesey, Secretary, for inclusion in the proxy
statement and proxy relating to the 1999 Annual Meeting of Shareholders.
ADDITIONAL INFORMATION
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1997, is being provided to Shareholders with this Proxy
Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Neal Jordan, Chairman of the Board
April 20, 1998
Steamboat Springs, Colorado
<PAGE>
JORDAN AMERICAN HOLDINGS, INC.
1875 SKI TIME SQUARE DRIVE, SUITE ONE
STEAMBOAT SPRINGS, COLORADO 80487
(970) 879-1189
<PAGE>
FORM OF PROXY
PROXY FOR ANNUAL MEETING OF JORDAN AMERICAN HOLDINGS, INC.
1875 SKI TIME SQUARE DRIVE, SUITE ONE, STEAMBOAT SPRINGS, COLORADO 80487
(970) 879-1189
SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS OF
JORDAN AMERICAN HOLDINGS, INC.
THE UNDERSIGNED hereby appoints Charles R. Clark and Frederick A. Whittlesey,
or either of them, with full power of substitution, to vote at the Annual
Meeting of Shareholders of Jordan American Holdings, Inc. (the "Company") to
be held on May 19, 1998, at 3 o'clock p.m., Mountain Daylight Time, in the
conference room at Timber Run, 2015 Walton Creek Road, Steamboat Springs,
Colorado 80487, or any adjournment thereof, all shares of the common stock
which the undersigned possess and with the same effect as if the undersigned
was personally present, as follows:
Proposal (1): ELECTION OF DIRECTORS
Class III: Charles R. Clark and Terri W. Abady
( ) For All Nominees Listed Above ( ) Withhold Authority to Vote for
(except as marked to the contrary All Nominees Listed Above
below)
___________________________________________
(To withhold vote for any nominee or nominees, print the name(s) above.)
Proposal (2): RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
( ) For ( ) Against ( ) Abstain
Proposal (3): AMENDMENT OF THE COMPANY'S 1991 STOCK OPTION PLAN
Amendment #1: provide that annual grants to Directors shall be prorated
Amendment #2: increase the number of shares reserved for issuance under
the Plan
The amendments in Proposal (3) are joined together and cannot be voted on
separately
( ) For ( ) Against ( ) Abstain
Proposal (4): TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING
( ) In their discretion, the proxy-holders are ( ) Withhold Authority
authorized to vote upon such other business
as may properly come before the meeting or
any adjournment thereof.
- -------------------------------------------------------------------------------
_____________________________________ ____________________________
Signature Date
_____________________________________ ____________________________
Signature Date
(Please sign exactly as name appears hereon. If the stock is registered in
the names of two or more persons, then each should sign. Executors,
administrators, trustees, guardians, attorneys and corporate officers should
include their capacity or title.)
Please sign, date and promptly return
this Proxy in the enclosed envelope.
