SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ______)
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 Rule 14a-11(c) or Rule 14a-12.
CALL NOW, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the (Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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October 4, 2000
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Call Now, Inc. (the "Company") of proxies to be voted
at the Annual Meeting of Shareholders to be held on Friday, November 10, 2000,
and at any adjournment thereof.
The Board requests that all shareholders complete the enclosed proxy card, and
sign, date and return it as promptly as possible since the holders of record
of a majority of the outstanding shares must be present in person or
represented by proxy at the Annual Meeting in order to hold the Meeting.
Any shareholder returning a proxy may revoke it by casting a ballot at the
Meeting. Any proxy not revoked will be voted as specified by the
shareholder. If no choice is indicated, a proxy will be voted in accordance
with the Board of Directors' recommendations.
The Company's By-Laws require an affirmative vote of the holders of a majority
of the shares of Common Stock present in person or by proxy and entitled to
vote for approval of each of the items listed on the proxy card and described
herein, with the exception of election of directors, which provides for the
election of the three nominees receiving the most votes.
At September 30, 2000, the record date, there were 8,495,444 shares of Common
Stock outstanding and entitled to one vote each at the Annual Meeting.
This Proxy Statement is first being mailed on or about October 6, 2000.
ELECTION OF DIRECTORS
The persons named in the enclosed proxy card will vote to elect the three (3)
proposed nominees named below unless contrary instructions are given in the
proxy card. Each director is to hold office until the next annual meeting and
until his successor is elected and qualified.
The names and certain information concerning the persons nominated by the
Board of Directors to become directors at the meeting are set forth below.
The Company's Board of Directors recommends that you vote FOR the election of
each of the nominees named below, all of whom are currently directors. It is
intended that shares represented by the proxies will be voted FOR the election
to the Board of Directors of the persons named below unless authority to vote
for nominees has been withheld in the proxy card. Although each of the
persons named below has consented to serve as a director if elected and the
Board of Directors has no reason to believe that any of the nominees named
below will be unable to serve as a director, if any nominee withdraws or
otherwise becomes unavailable to serve, the persons named as proxies will vote
for any substitute nominee designated by the Board of Directors. The three
persons receiving the most votes at the annual meeting will be elected. The
following information regarding the nominees is relevant to your consideration
of the slate proposed by the Board of Directors:
Name Age Position
William M. Allen 73 Chairman and Director
Robert C. Buffkin 69 President and Director
Bryan P. Brown 39 Director
William M. Allen was President from June 1992 to 1997 and a director from June
1992 and Chairman from February 1997. He has been managing partner of Black
Chip Stables from 1982 to date and President of Doric, Inc. from 1985 until
its merger with the Company in 1994. He has served as President of Kamm
Corporation from 1985 to date and President of Kamm Life from 1985 to date.
He was Chairman and CEO of Academy Insurance Group from 1975 to 1984.
Bryan P. Brown has served as director since 1997. He was President from 1997
to December 1998. He was previously President of Riverwood, a master planned
golf course community in Port Charlotte, Florida. He served as Treasurer of
the Mariner Group, Inc. and Assistant Vice President of First Union National
Bank and First Republic Bank. He also serves as CEO of the Company=s 80%
owned subsidiary, Retama Entertainment Group, Inc.
Bryan P. Brown is William M. Allen's son-in-law.
Robert C. Buffkin has been a business consultant specializing in associations
and insurance since 1974. He was elected as a director in 1996 and President
in December 1998.
Board Committees
Due to the small number of directors, the Board of Directors has no
committees.
Attendance at Meetings
During the fiscal year ended December 31, 1999, the Board of Directors held a
total of two (2) meetings and took five actions by written consent. No member
of the Board of Directors attended fewer than 75% of the meetings of the
Board.
Executive Compensation
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid to the Company's
chief executive officer for the last three completed fiscal years and each of
the other executive officers of the Company who received compensation of
$100,000 or more during any such year.
Name and Other Annual
Principal Position Year Salary Bonus Compensation
1999 $ 60,000 -0- -0-
William M. Allen 1998 $ 240,000 -0- -0-
Chairman, Chief 1997 $ 240,000 -0- -0-
Executive Officer
1999 $ 150,000 -0- -0-
Bryan P. Brown, 1998 $ 150,000 -0- -0-
President of Retama
Entertainment 1997 $ 150,000 -0- -0-
There are no long term compensation or other compensation plans.
Director Compensation
Non-officer directors are entitled to a fee of $2,000 for attendance at
meetings of the Board of Directors, plus reimbursement for reasonable travel
expenses.
Information Concerning Stock Options
The following table provides information about the stock options granted to
the named executive officers during the fiscal year ended December 31, 1999.
We granted a total of 1,420,000 options during the year.
Options Granted in 1999 Fiscal Year
Number of Shares % of Total Options
Underlying Options Granted to Employees Exercise Expiration
Name Granted in Fiscal Year Price Date
William
M. Allen 500,000 35.2% $1.04 December 21, 2004
200,000 14.1% $1.295 March 31, 2004
Bryan
P. Brown 300,000 21.1% $1.04 December 21, 2004
100,000 7.0% $1.295 March 31, 2004
The following table sets forth the number of stock options held by the
executive officers named in the Summary Compensation Table as of December 31,
1999 and the value of unexercised "in-the-money" options held which represents
the positive difference between the exercise price and the market price at
fiscal year end. No such executive exercised any options during the 1999
fiscal year.
1999 Fiscal Year End Option Values
Number of Unexercised Value of Unexercised
Unexercised Options at in-the-money Option
Name Fiscal Year End Fiscal Year End
William M. Allen 1,000,000 -0-
Bryan P. Brown 600,000 -0-
Certain Relationships and Related Transactions
Consulting fees aggregating approximately $46,000 and $384,000 were paid to
certain shareholders of the Company in 1998 and 1997, respectively.
In December 1996 the Company loaned Bryan P. Brown $92,838 with interest at
8%. The loan was due January 7, 2000 and was extended to January 2001.
We leased office space from our Chairman, William M. Allen, for $17,500 in
1998 and $30,000 in 1997. Such arrangement terminated in July 1998.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of September 25, 2000, the beneficial
ownership of the Company's Common Stock by (i) the only persons who own of
record or are known to own, beneficially, more than 5% of the Company's Common
Stock; (ii) each director and executive officer of the Company; and (iii) all
directors and officers as a group.
Percent of
Number Outstanding
Name of Shares Common Stock
William M. Allen 4,621,000 (1)(2) 48.7%
Robert C. Buffkin 328,000 (2) 3.3%
Bryan P. Brown 645,000 (2) 7.1%
James D. Grainger, CPA 40,000 *
Susan Lurvey 18,000 *
Officers and Directors
as a group (5 Persons) 5,645,500 (2) 54.3%
(1) Includes 1,068,000 shares owned by William M. Allen's wife as to which
he disclaims any beneficial interest.
(2) Includes stock options held as follows: William M. Allen - 1,000,000
shares, Bryan P. Brown - 600,000 shares, Robert C. Buffkin - 310,000 shares.
*Less than 2%.
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Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than 10% of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and are
required to furnish copies to the Company. To the best of the Company's
knowledge, all reports required to be filed were timely filed in fiscal year
ended 1999.
PROPOSAL NO. 2 - APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has recommended that the shareholders appoint Clyde
Bailey P.C. independent auditors to audit the Company's financial statements
for the year ending December 31, 2001. Clyde Bailey, P.C. was appointed by
the directors as independent auditors for the Company for the year ended
December 31, 1999. The report of Clyde Bailey, P.C. on the Company's
financial statements for the year ended December 31, 1999 has been submitted
to the shareholders as part of the 1999 Annual Report. A representative of
Clyde Bailey, P.C. is expected to be present at the Annual Meeting with the
right to make a statement if he so desires and will be available to respond to
appropriate questions.
BDO Seidman, LLP (ABDO Seidman@), declined, effective June 1, 1999, to be
engaged to audit the Company=s financial statements for the fiscal year ended
December 31, 1998. BDO Seidman=s report on the registrant=s financial
statements for the two fiscal years ended December 31, 1997 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope or accounting principles.
During the Company=s two most recent fiscal years ended December 31, 1997 and
the subsequent periods preceding the resignation of BDO Seidman, there were no
disagreements with BDO Seidman on matters of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of BDO Seidman, would
have caused BDO Seidman to make reference to the subject matter of the
disagreements in connection with its reports.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2 -
APPOINTMENT OF CLYDE BAILEY, P.C. AS INDEPENDENT AUDITORS.
SHAREHOLDER PROPOSALS
Shareholder proposals for the next Annual Meeting of Shareholders of the
Company must be received by March 2, 2001 at the Company's offices, 10803 Gulfda
le, Suite 222, San Antonio, Texas 78216, addressed to the Secretary, for
inclusion in the Company's proxy statement and proxy form.
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is not aware of
any matters other than those set forth herein and in the Notice of Annual
Meeting of Shareholders that will come before the meeting. Should any other
matters arise requiting the vote of shareholders, it is intended that proxies
will be voted in respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
Please return your proxy as soon as possible. Unless a quorum consisting of a
majority of the outstanding shares entitled to vote is represented at the
meeting, no business can be transacted. Therefore, please be sure to date and
sign your proxy exactly as your name appears on your stock certificate and
return it in the enclosed postage prepaid return envelope. Please act
promptly to ensure that you will be represented at the Annual Meeting.
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB,
INCLUDING FINANCIAL STATEMENTS, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 WAS MAILED TO
SHAREHOLDERS PRIOR TO THIS PROXY STATEMENT. COPIES OF THE EXHIBITS TO THE
ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED WITHOUT CHARGE, AT THE WRITTEN
REQUEST OF ANY BENEFICIAL OWNER OF SHARES ENTITLED TO VOTE AT THE ANNUAL
MEETING OF SHAREHOLDERS. REQUESTS SHOULD BE MAILED TO THE SECRETARY.
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CALL NOW, INC.
10803 Gulfdale, Suite 222
San Antonio, TX 78216-3634
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints William M. Allen and Robert C. Buffkin as
proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote as designated below, all of the
shares of Common Stock of Call Now, Inc. held on record by the undersigned on
September 30, 2000 at the Annual Meeting of Shareholders to be held on
November 10, 2000 in Las Vegas, Nevada, or any adjournment thereof.
1. ELECTION OF DIRECTORS
For all nominees listed below: /____/
Withhold authority to vote all nominees listed below: /____/
INSTRUCTION:
To withhold authority to vote for any individual nominee, strike a line
through the nominee's name in the list below.
William M. Allen
Robert C. Buffkin
Bryan P. Brown
2. APPROVAL OF INDEPENDENT AUDITORS
For /____/ Against /____/ Abstain /____/
3. In their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted for the election of the above-named nominees as directors and
FOR proposal 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: __________________, 2000
_________________________________
(signature)
_________________________________
(signature, if held jointly)
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope.
