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.:
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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
___________________________________
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 Stockholders to be held on May 18, 1999 (the "Meeting"). The
approximate date on which this statement and the enclosed proxy will first be
sent to Stockholders is April 26, 1999. 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 Spicer, Jeffries & Co. as the Company's independent
auditors; and 3) 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 proxy card in the enclosed envelope.
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 6, 1999, the
Company had 10,421,266 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 Stockholders. The Preferred Stock is non-voting. Only holders of
the Common Stock of record at the close of business on April 6, 1999, 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 four 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) 39 Director; Chief Executive Officer;
Senior Assistant Portfolio Manager
W. Neal Jordan 59 Chairman of the Board;
Chief Investment Officer
Ronald A. Stiller (1) 43 Director
Terri W. Abady (1) 51 Director
</TABLE>
(1) Member of the Audit Committee.
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 Chief
Executive Officer, 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 the Dallas Theological Seminary in 1991. Mr.
Clark is a general securities principal registered with the National
Association of Securities Dealers, Inc. (the "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 from August 1, 1995. He served as
the President, Chief Executive Officer and 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 an options
principal registered with the NASD.
Ronald A. Stiller has served as a Director of the Company since August 20,
1996. The former President of IMPACT Financial Network, a financial services
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<PAGE>
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 Company 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.
Additional Information About the Board of Directors
All current Directors attended all of the meetings of the Board and all
committees of the Board of which they respectively were members during the
fiscal year ended December 31, 1998. There were a total of four regular and
two special Board meetings held and two actions taken via written consent
during 1998.
The Board of Directors has the responsibility for establishing broad corporate
policies and for the overall performance of the Company.
Committees of the Board of Directors
The Board normally has two committees, which are the Audit and Compensation
Committees. The Board does not have a standing nominating committee or any
other committee performing a similar function. 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 1998. Currently the entire Board is
performing the function of the Compensation Committee until such time that a
Compensation Committee is formed based on the appointment of three non-employee
Directors.
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% Stockholders
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 1998 and Forms 5, if any, with respect to that year, the Company has
determined that all required filings were made in a timely manner.
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Executive Officer Compensation
The following tables provide information with respect to the compensation paid
or accrued by the Company and its subsidiaries to the Company's Chief Executive
Officer in all capacities and all other executive officers of the Company who
received combined salary and bonus compensation in 1998 in excess of $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation
------------------------------------- ------------
Securities
Other Underlying
Annual Options/
Salary Bonus Compensation(l) SARs
Name and Principal Position Year ($) ($) ($) (#)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
W. Neal Jordan, 1998 143,438 0 0 12,500
Chairman of the Board; 1997 150,000 0 0 12,500
Chief Investment Officer 1996 125,000 9,000 60,122(2) 102,500
Charles R. Clark, 1998 95,625 0 0 13,750
Director; Chief Executive Officer; 1997 100,000 0 0 13,750
Senior Assistant Portfolio Manager 1996 83,273 9,000 1,500(3) 35,000
</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 1996-1998 did not exceed the lesser of $50,000 or
10% of their total annual salary, other compensation and bonus.
(2) Payment of previously deferred compensation and payment for service as a
Director.
(3) Cash compensation received for service as a Director of the Company.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Individual Grants
-----------------
Number of
Securities % of Total
Underlying Options/SARs Exercise or
Options/SARs Granted to Base Price Expiration
Name Granted Employees ($/Share) Date
- ----------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
W. Neal Jordan 12,500 22.2% $0.38 03/01/2003
Charles R. Clark 13,750 24.4% $0.34 03/01/2008
</TABLE>
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<PAGE>
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 serving on one or more committees, and
1,250 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 was to serve as Chief Operating
Officer and Senior Assistant Portfolio Manager of the Company on a full-time
basis. Mr. Clark's employment agreement, which expired December 31, 1998,
provided 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 waived. On
October 1, 1997, Mr. Clark was 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 presently employed on a month-to-month basis, terminable by
written notice to the other party thirty days prior to the termination date.
Certain Transactions
As of March 1, 1999, approximately 16.5% 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 had a policy providing that
purchases or sales of the Company's stock for the Company's client accounts
will be made only upon the direction of the respective clients. In April of
1997, the Board of Directors unanimously voted to retain JAHI securities in
Company accounts but to discontinue all directed purchasing activities for
clients related to JAHI stock and warrants and to only sell JAHI securities as
instructed in writing by the client(s). See "VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
5
<PAGE>
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.
VOTING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 1, 1999, 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
of Beneficial Owner Beneficial Ownership (1) Percent of Class
- --------------------------------------------------------------------------------------
<S> <C> <C>
W. Neal Jordan (2)(3) 3,487,656 33%
223B Main Street
Boston, MA 01921
Kirkland S. & Rena B. Lamb Foundation (5) 750,000 7%
5612 Meletio
Dallas, TX 75230
Charles R. Clark (3)(4)(6) 27,100 *
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
Terri W. Abady (3) 0 0
1554 E. Garfield
Seattle, WA 98112
Ronald A. Stiller (3) 0 0
870 Blue Ridge Road
Pittsburgh, PA 15239
All Directors and Executive Officers
as a group (4 Persons) 3,514,756 34%
- -------------------------------------
*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 includes 334,095 shares issuable upon exercise of the IPO
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<PAGE>
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).
(3) Does not include stock options, all of which currently have exercise prices
at or above the market value of the Company's common stock.
(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. Clark's 27,100 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 THE STOCKHOLDERS
The Board of Directors unanimously approved the following proposals as of
February 16, 1999, for presentation to the Company's Stockholders:
1. Election of Directors
The Company's Articles of Incorporation provide that the Board be divided into
three classes, with all Directors in each class serving staggered three year
terms or until their respective successors are qualified and elected. There
are presently four Directors divided into two classes because Class II is
currently vacant as a result of the resignation of the only Director in that
class. Charles R. Clark is a Class III Director, and was re-elected as a
Director of the Company in 1998 to serve until the 2001 Annual Meeting of
Stockholders. Terri W. Abady is also a Class III Director, and was elected as
a Director of the Company in 1998 to serve until the 2001 Annual Meeting of
Stockholders.
W. Neal Jordan is a Class I Director, re-elected in 1996 to serve until the
1999 Annual Meeting of Stockholders. Ronald A. Stiller is also a Class I
Director, elected in 1996 to serve until the 1999 Annual Meeting of
Stockholders. As a result, both Mr. Jordan and Mr. Stiller are up for election
this year to serve as Class I Directors until the 2002 Annual Meeting of
Stockholders.
Consequently, Mr. Jordan and Mr. Stiller are Board nominees for Class I
Directors and are proposed to be elected for terms of three years. For
biographical information regarding these 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 33% 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.
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<PAGE>
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 Director 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.
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 Spicer, Jeffries & Co. ("Spicer"), as the Company's
independent auditor, unless otherwise directed. Spicer's service as the
Company's independent auditor began with the audited financial statements for
1998.
The Company selected Spicer for its reputation in auditing investment advisers,
broker-dealers, public companies and commodity pools and for the reasonableness
of its fee estimate for the 1998 annual audit.
Spicer was recommended to the Company by one of the other auditor candidates
who felt that Spicer's focus on broker-dealers, investment advisors, and
commodity pools was perhaps an ideal fit. Upon interview and reference checks
the Board came to the conclusion that Spicer was the best choice. The
selection of Spicer also represents a significant dollar savings to the
Company.
No member of Spicer 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 Spicer to its Stockholders for
ratification in order to determine whether the shareholders generally approve
of the Company's auditor. If the selection of Spicer is not approved by the
shareholders, the Board will reconsider its selection.
The Company received a letter dated September 14, 1998, from Arthur F. Bell,
Jr. & Associates, L.L.C. ("Bell"), notifying the Company that Bell was
resigning as the independent auditor for the Company. Bell had audited the
Company's financial statements for each of the three years ended December 31,
1997.
None of Bell's reports on the Company's financial statements for any of the
Company's past three fiscal years contained an adverse opinion or disclaimer of
opinion, or was modified as to uncertainty, audit scope, or accounting
principles. During the past three fiscal years and the subsequent interim
period through September 14, 1998, there were no disagreements with Bell on any
matter of accounting principles or practices, financial statement disclosures,
or auditing scope or procedure.
The Board recommends a vote in favor of this proposal.
3. 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, and included in the
Company's proxy statement and proxy relating to, the 2000 Annual Meeting of
Stockholders of the Company must be received by the Company no later than
Monday, December 27, 1999, at its principal executive offices, located at 1875
Ski Time Square Drive, Suite One, Steamboat Springs, Colorado 80487.
Stockholder proposals intended to be presented at, but not included in the
Company's proxy statement and proxy for, that meeting must be received by the
Company no later than March 13, 2000, at the foregoing address; otherwise, such
proposals will be subject to the grant of discretionary authority contained in
the Company's form of proxy to vote on them.
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<PAGE>
ADDITIONAL INFORMATION
A copy of the Company's 1998 Annual Report to Stockholders, which includes the
Form 10-KSB for the year ended December 31, 1998, is being provided to
Stockholders with this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Neal Jordan, Chairman of the Board
April 26, 1999
Steamboat Springs, Colorado
JORDAN AMERICAN HOLDINGS, INC.
1875 SKI TIME SQUARE DRIVE, SUITE ONE
STEAMBOAT SPRINGS, COLORADO 80487
(970) 879-1189
www.jahi.com
e-mail: [email protected]
9
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 18, 1999
________________________________________
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 18, 1999, 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 Spicer, Jeffries & Co. as the Company's
independent auditor; and
3. 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 6, 1999, 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, 1998 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 26, 1999
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 Jennifer Stoddard, 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 18, 1999, 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, 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 I: Wallace N. Jordan and Ronald A. Stiller
( ) For All Nominees Listed Above ( ) Withhold Authority to Vote
(except as marked to the contrary below) for All Nominees Listed
Above
___________________________________________________________________
(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): 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.
