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
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
U.S. AUTOMOTIVE MANUFACTURING, INC.
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
(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:
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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
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U.S. AUTOMOTIVE MANUFACTURING, INC.
ROUTE 627
AIRPORT DRIVE, TAPPAHANNOCK, VA 22560
January 6, 1999
Dear Fellow Stockholders:
You are cordially invited to attend our Special Meeting of Stockholders
which will be held on February 5, 1999 at 10:00 A.M., at 711 Fifth Avenue, 11th
Floor, New York, New York 10022.
The Notice of Special Meeting and Proxy Statement which follow describe the
business to be conducted at the Special Meeting.
Whether or not you plan to attend the Special Meeting in person, it is
important that your shares be represented and voted. After reading the enclosed
Notice of Special Meeting and Proxy Statement, I urge you to complete, sign,
date and return your proxy card in the envelope provided. If the address on the
accompanying material is incorrect, please advise our Transfer Agent, Securities
Transfer Corporation, in writing, at 16910 Dallas Parkway, Suite 100, Dallas,
Texas 45248.
Your vote is very important, and we will appreciate a prompt return of your
signed proxy card. We hope to see you at the meeting.
Cordially,
/s/ John W. Kohut
John W. Kohut
Chairman of the Board
<PAGE>
U.S. AUTOMOTIVE MANUFACTURING, INC.
ROUTE 627, AIRPORT DRIVE
TAPPAHANNOCK, VA 22560
----------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 5, 1999
----------------------
To the Shareholders of U.S. Automotive Manufacturing, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of U.S.
Automotive Manufacturing, Inc. (the "Company') will be held on February 5, 1999
at 10:00 A.M. local time at 711 Fifth Avenue, 11th Floor, New York, New York
10022 for the following purposes:
1. To consider and vote upon a proposed amendment of the Company's
Certificate of Incorporation to effect a combination of the Company's issued and
outstanding shares of Common Stock on the basis that each fifteen (15) shares of
Common Stock then outstanding will be converted into one (1) share of Common
Stock;
2. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Only stockholders of record on the books of the Company at the close of
business on January 5, 1999 will be entitled to notice of and to vote at the
meeting or any adjournments thereof.
January 6, 1999 By order of the Board of Directors
John W. Kohut
Chairman of the Board
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
<PAGE>
PROXY STATEMENT
U.S. AUTOMOTIVE MANUFACTURING, INC.
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 5, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of U.S. AUTOMOTIVE MANUFACTURING, INC. (the
"Company") for use at the Special Meeting of Shareholders to be held on February
5, 1999 (the "Special Meeting"), including any adjournment or adjournments
thereof, for the purposes set forth in the accompanying Notice of Meeting.
Management intends to mail this proxy statement and the accompanying form
of proxy to shareholders on or about January 8, 1999.
The costs of soliciting proxies will be borne by the Company. It is
estimated that such costs will be nominal. The Company expects to reimburse
banks, brokers and other persons for their reasonable out-of-pocket expenses in
handling proxy materials for beneficial owners of the Common Stock.
Proxies in the accompanying form, duly executed and returned to the
management of the Company and not revoked, will be voted at the Special Meeting.
Any proxy given pursuant to such solicitation may be revoked by the shareholder
at any time prior to the voting of the proxy by a subsequently dated proxy, by
written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the meeting and voting in person.
The address and telephone number of the principal executive offices of the
Company are:
Route 627, Airport Drive
Tappahannock, VA 22560
Telephone: (800) 446-3032
OUTSTANDING STOCK AND VOTING RIGHTS
Only shareholders of record at the close of business on January 5, 1999
(the "Record Date") are entitled to notice of and to vote at the Special
Meeting. As of the Record Date, there were issued and outstanding 15,724,893
shares of the Company's Common Stock, $.001 par value per share (the "Common
Stock"), the Company's only class of voting securities. Each share of Common
Stock entitles the holder thereof to cast one vote on each matter submitted to a
vote at the Special Meeting.
<PAGE>
VOTING PROCEDURES
At the Special Meeting, the proposed amendment to the Company's Certificate
of Incorporation will be approved upon receiving the affirmative vote of the
holders of a majority of the shares of Common Stock outstanding on the Record
Date. Other matters, if any, to come before the Special Meeting will be decided
by the affirmative vote of the holders of a majority of the shares of Common
Stock represented at the Special Meeting in person or by proxy, provided a
quorum is present. A quorum is present if at least a majority of the shares of
Common Stock outstanding as of the Record Date are present in person or
represented by proxy at the Special Meeting. It is currently anticipated that
votes will be counted and certified by an Inspector of Election who is currently
expected to be an employee of the Company or its legal counsel. In accordance
with Delaware law, abstentions and "broker non-votes" (i.e. proxies from brokers
or nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares as to a matter with
respect to which the brokers or nominees do not have discretionary power to
vote) will be treated as present for purposes of determining the presence of a
quorum. For purposes of determining approval of a matter presented at the
meeting, abstentions will be deemed present and entitled to vote and will,
therefore, have the same legal effect as a vote "against" a matter presented at
the meeting. Broker non-votes will be deemed not entitled to vote on the subject
matter as to which the non-vote is indicated. Because of the requirement for an
absolute majority of the outstanding Common Stock to approve the proposed
amendment to the Certificate of Incorporation, broker non-votes will also have
the same effect as a vote "against" the proposed amendment to the Certificate of
Incorporation. Broker non-votes will, however, have no legal effect on the vote
of any other particular matter which requires the affirmative vote of the
holders of a majority of the shares of Common Stock represented at the Special
Meeting.
The enclosed proxies will be voted in accordance with the instructions
thereon. Unless otherwise stated, all shares represented by such proxy will be
voted as instructed. Proxies may be revoked as noted above.
The entire cost of soliciting proxies, including the costs of preparing,
assembling, printing and mailing this Proxy Statement, the proxy and any
additional soliciting material furnished to shareholders, will be borne by the
Company. Arrangements will be made with brokerage houses and other custodians,
nominees and fiduciaries to send proxies and proxy materials to the beneficial
owners of stock, and such persons may be reimbursed for their expenses by the
Company. Proxies may also be solicited by directors, officers or employees of
the Company in person or by telephone, telegram or other means. No additional
compensation will be paid to such individuals for these services.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record Date,
based on information obtained from the persons named below, with respect to the
beneficial ownership of shares of Common Stock by (i) each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of Common Stock, (ii) each of the Company's directors, (iii) each of the
Company's Chief Executive Officer and other executive officers of the Company
who earned more than $100,000 in salary for the fiscal year ended December 31,
1997, and (iv) all directors and executive officers as a group:
Amount and Nature Percentage of
Name and Address of of Beneficial Outstanding
Beneficial Owner(1) Ownership(2) Shares Owned
------------------- ------------ -------------
Elmgrove Associates II, 2,097,500 (4) 12.3%
L.P. (3)
Mandel Sherman 2,097,500 (4)(5) 12.3%
John W. Kohut 756,228 (6) 4.8%
Martin Chevalier 1,122,503 (7) 7.1%
David Love 19,500 (8) *
All executive officers 3,995,731 (5)(6)(7) 23.4%
and directors as a group
(4 persons)
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* less than 1%
(1) Unless otherwise indicated, the address of each beneficial owner of more
than 5% of the Common Stock is c/o the Company.
(2) A person is deemed to be the beneficial owner of voting securities that can
be acquired by such person within 60 days from the Record Date upon the
exercise of options, warrants or convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that convertible
securities, options or warrants that are held by such person (but not those
held by any other person) and which are exercisable within 60 days of the
Record Date have been exercised. 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.
(3) Elmgrove has an address at 210 Dartmouth Avenue, Pawtucket, Rhode Island
02860.
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<PAGE>
(4) Includes 1,347,500 shares issuable upon exercise of currently exercisable
warrants. 750,000 shares of Common Stock held by Elmgrove are also subject
to a lock-up agreement, dated August 29, 1997, whereby Elmgrove has agreed
to certain volume restrictions and limitations on the sale of its shares
over a 5 year period.
(5) Represents shares beneficially owned by Elmgrove. Mr. Sherman may also be
deemed to be the beneficial owner of the share by virtue of his position as
President of the General Partner of Elmgrove. Mr. Sherman expressly
disclaims beneficial ownership of these securities, except to the extent of
his pecuniary interest therein.
(6) Includes 20,000 shares issuable upon exercise of currently exercisable
warrants. 736,228 shares are subject to a lock-up agreement, dated August
29, 1997, restricting the sale of shares over a 5 year period.
(7) Includes 20,000 shares issuable upon exercise of currently exercisable
warrants. 1,102,503 shares are subject to a lock-up agreement, dated August
29, 1997, restricting the sale of shares over a 5 year period.
(8) Represents shares issuable upon exercise of currently exercisable warrants.
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<PAGE>
PROPOSAL I
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO EFFECT A ONE-FOR-FIFTEEN REVERSE STOCK SPLIT
OF THE OUTSTANDING COMMON STOCK
General
The Board of Directors of the Company has unanimously adopted a resolution
declaring the advisability of, and submits to the stockholders for approval, a
proposal to amend the Company's Certificate of Incorporation to effect a
one-for-fifteen combination (the "Reverse Split") of the Company's issued and
outstanding common stock, $.001 par value per share ("Common Stock"). The
proposal may be abandoned by the Board of Directors at any time before or after
the Special Meeting and prior to the date and time at which the Reverse Split
becomes effective if for any reason the Board of Directors deems it advisable to
abandon the proposal. The Reverse Split will be effected by an amendment to the
Company's Certificate of Incorporation (the "Reverse Split Amendment"). The
complete text of the proposed Reverse Split Amendment is set forth as Exhibit A
to this Proxy Statement; however, such text is subject to such changes as may be
required by the Delaware Secretary of State. The Board of Directors may make
such changes to the Reverse Split Amendment it deems necessary to file the
Reverse Split Amendment with the Delaware Secretary of State and give effect to
the Reverse Split.
If the Reverse Split is approved by the requisite vote of the Company's
stockholders, upon filing of the Reverse Split Amendment with the Delaware of
State, the Reverse Split will be effected; no exchange of stock certificates
will be made; and each certificate representing shares of Common Stock
outstanding immediately prior to the Reverse Split will be deemed to represent,
after the Reverse Split, for all corporate purposes, one (1) share of Common
Stock for each fifteen (15) shares of Common Stock represented by such
certificate.
The number of shares of Common Stock authorized by the Certificate of
Incorporation and the par value per share will not change as a result of the
Reverse Split.
Principal Effects of the Proposed Reverse Split
Assuming approval of the Reverse Split by the requisite vote of
stockholders at the Special Meeting, the Reverse Split Amendment will be filed
with the Delaware Secretary of State as promptly as practicable thereafter and
the Reverse Split will become effective upon the filing and acceptance of the
Company's Certificate of Amendment with the Delaware Secretary of State (the
"Effective Date"). Without further action on the part of the Company or the
stockholders, after the Reverse Split, the total number of shares held by each
stockholder will be automatically converted into a number of whole shares of
Common Stock determined
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<PAGE>
by dividing the number of shares owned by each shareholder of record immediately
prior to the Reverse Split by fifteen (15) and/or into cash based on the
Purchase Price (as defined below) in lieu of any fractional shares. See "Cash
Payment In Lieu of Fractional Shares."
If the Reverse Split is effected, the ownership interest in the Company and
proportional voting power of each holder of record of fifteen (15) or more
shares will remain unchanged, except for minor differences resulting from the
purchase of fractional shares. All other rights and privileges of such holder
will be substantially unaffected by the Reverse Split.
On the Effective Date, each holder of record of (i) fewer than fifteen (15)
shares of Common Stock or (ii) greater than fifteen (15) shares of Common Stock,
to the extent of the fractional shares which would otherwise be issuable after
the Reverse Split, will have only the right to receive cash based upon the
Purchase Price in lieu of receiving a fractional share. The interest of each
such shareholder in the Company, to the extent of such fractional shares, will
thereby be eliminated, and such person will have no right to vote as a
stockholder or share in the assets or any future earnings of the Company with
respect to, and to the extent of, such eliminated interest.
At the Record Date, there were outstanding options, warrants and other
convertible securities to purchase up to an aggregate of approximately
10,300,000 shares of Common Stock. On the Effective Date, the exercise prices of
all outstanding options, warrants and other convertible securities will be
proportionately increased and the number of shares of Common Stock issuable upon
exercise thereof will be proportionately decreased to give effect to the Reverse
Split.
The Common Stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the Exchange Act"), and as a
result, the Company is subject to the periodic reporting and other requirements
of the Exchange Act. The effectuation of the Reverse Split will not affect the
registration of the Common Stock under the Exchange Act and the Company has no
present intention of terminating such registration under the Exchange Act in
order to become a "private" company.
If approved, the Reverse Split will result in some stockholders owning
"odd-lots" of less than 100 shares of Common Stock. Brokerage commissions and
other costs of transactions in odd-lots are generally higher than the costs of
transactions in "round-lots" of even multiples of 100 shares.
Stockholders have no right under Delaware law or the Company's Certificate
of Incorporation or By-Laws to dissent from the Reverse Split or to dissent from
the payment of cash in lieu of issuing fractional shares.
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<PAGE>
Cash Payment in Lieu of Fractional Shares
In lieu of issuing fractional shares resulting from the Reverse Split, the
Company will value each outstanding share of Common Stock held immediately prior
to the Reverse Split at the average daily closing price per share of the Common
Stock on the over-the-counter market as obtained from The Nasdaq Stock Market,
Inc. ("Nasdaq") for the 10 trading days preceding the Effective Date. Such per
share price is sometimes hereinafter referred to as the "Purchase Price." In
lieu of fractional shares arising as a result of the Reverse Split, holders of
fewer than fifteen (15) shares immediately prior to the Reverse Split will be
entitled to receive cash equal to the product of multiplying the Purchase Price
by the number of shares of Common Stock held immediately prior to the Reverse
Split. Holders of more than fifteen (15) shares immediately prior to the Reverse
Split will be entitled to receive cash equal to the product of multiplying the
Purchase Price by the number of shares of Common Stock held immediately prior to
the Reverse Split that were not evenly divisible by fifteen (15), in lieu of
fractional shares arising as a result of the Reverse Split. No brokerage
commission will be payable by holders who receive cash in lieu of fractional
shares.
Any stockholder owning fewer than fifteen (15) shares who desires to retain
an equity interest in the Company after the Effective Date may do so by
purchasing sufficient additional shares of the Company's Common Stock in the
open market to increase his ownership to fifteen (15) shares or more prior to
the Effective Date. Likewise, any stockholder owning more than fifteen (15)
shares who desires to retain an equity interest in the Company after the
Effective Date with respect to any additional shares owned not evenly divisible
by fifteen (15) may do so by purchasing sufficient additional shares of the
Company's Common Stock in the open market to increase his ownership to a
multiple of fifteen (15) prior to the Effective Date.
Reasons for the Reverse Split
The reason for the Reverse Split is to increase the per share market price
of the Common Stock. In September 1998, the Company was notified by Nasdaq that,
based upon their review of price data for the Company's Common Stock, the
closing bid price for the Company's Common Stock was less than $1.00 per share
during the relevant review period which was a requirement for continued
inclusion of the Company's securities on the NASDAQ Small Cap Market. Nasdaq has
advised the Company that the Common Stock will be delisted from trading on
Nasdaq unless the closing bid price of the Common Stock is above $1.00 per share
for at least ten consecutive trading days and thereafter continues to trade at
or above the $1.00 level.
The Board of Directors believes that the current low per share market price
of the Common Stock, which it believes is due in part to the recent cessation of
operations by its principal market maker, has had a negative effect on the
marketability of the existing shares, the amount and percentage of transaction
costs paid by individual shareholders and the potential ability of the Company
to raise capital by issuing additional shares of Common
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<PAGE>
Stock. The Board believes there are several reasons for these effects:
First, certain institutional investors have internal policies preventing
the purchase of low-priced stocks. Moreover, a variety of policies and practices
of broker-dealers discourage individual brokers within those firms from dealing
in low-priced stocks because of the time-consuming procedures that make the
handling of low-priced stocks unattractive to broker-dealers from an economic
standpoint. More specifically, trading in the Common Stock is subject to certain
rules promulgated under the Exchange Act, which require additional disclosure by
broker-dealers in connection with trades involving a "penny stock" (generally,
any non-NASDAQ equity security that has a market price of less than $5.00 per
share, subject to certain exceptions). Such rules require the delivery, prior to
any transaction in a penny stock, of a disclosure schedule explaining the penny
stock market and the risks associated therewith, and impose various sales
practice requirements on broker-dealers who sell penny stock to persons other
than established customers and accredited investors (generally institutions).
For these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to purchase of the securities. The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in the Common Stock, which
could severely limit the market liquidity of the Common Stock and the ability of
holders of Common Stock to sell such securities in the over-the-counter market.
Second, since the brokers' commissions on low-priced stocks generally
represent a higher percentage of the stock price than commissions on higher
priced stocks, the current share price of the Company's Common Stock can result
in individual shareholders paying transaction costs (commissions, markups or
markdowns) which are a higher percentage of their total share value than would
be the case if the Company's share price were substantially higher. This factor
is also believed to limit the willingness of institutions to purchase the Common
Stock.
The Board of Directors anticipates that the Reverse Split will result in a
bid price for the Common Stock in excess of $1.00 per share. The Board also
believes that the decrease in the number of shares of Common Stock outstanding
as a consequence of the Reverse Split, and the anticipated increase price of the
Common Stock, could encourage interest in the Common Stock and possibly promote
greater liquidity for the Company's shareholders, although such liquidity could
be adversely affected by the reduced number of shares outstanding after the
Reverse Split. Also, although any increase in the market price of the Common
Stock resulting from the Reverse Split may be proportionately less than the
decrease in the number of outstanding shares, the Reverse Split could result in
a market price for the shares that will be high enough to overcome
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<PAGE>
the reluctance, policies and practices of brokers and investors referred to
above and to diminish the adverse impact of trading commissions on the market
for the shares.
There can be no assurances, however, that the foregoing events will occur,
or that the market price of the Common Stock immediately after the proposed
Reverse Split will be maintained for any period of time. Moreover, there can be
no assurance that the market price of the Common Stock after the proposed
Reverse Split will be fifteen (15) times the market price before the Reverse
Split, or that the market price following the Reverse Split will either exceed
or remain in excess of the current market price. There can also be no assurance
that the Company will be able to maintain the listing of the Common Stock on
Nasdaq even if the Reverse Split results in a bid price for the Common Stock
that exceeds $1.00.
Federal Income Tax Consequences
The following description of federal income tax consequences is based on
the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury
Regulations promulgated thereunder, judicial authority and current
administrative rulings and practices as in effect on the date of this Proxy
Statement. This discussion is for general information only and does not discuss
consequences which may apply to special classes of taxpayers (e.g., non-resident
aliens, broker/dealers or insurance companies). The state and local tax
consequences of the Reverse Stock split may vary significantly as to each
shareholder, depending upon the state in which such shareholder resides.
Shareholders are urged to consult their own tax advisors to determine the
particular consequences to them.
The conversion of shares of the Common Stock outstanding immediately prior
to the Reverse Split into a reduced number of shares of Common Stock after
giving effect to the Reverse Split will not result in the recognition of gain or
loss (except in the case of cash received for fractional shares as described
below). The holding period of the shares of Common Stock after giving effect to
Reverse Split will include the stockholder's holding period for the shares of
Common Stock held immediately prior to Reverse Split, provided that the shares
of Common Stock were held as a capital asset. The tax basis of the shares of
Common Stock after giving effect to Reverse Split will be the same as the tax
basis of the shares of Common Stock immediately prior to giving effect to the
Reverse Split, reduced by the basis allocable to the receipt of cash in lieu of
fractional shares described below.
A stockholder who receives cash in lieu of fractional shares will be
treated as if the Company has issued fractional shares to such shareholder and
then immediately redeemed such shares for cash. Such shareholder should
recognize gain or loss, as the case may be, measured by the difference between
the amount of cash
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<PAGE>
received and the basis of his Common Stock allocable to such fractional shares,
had they actually been issued. Such gain or loss will be a capital gain or loss
if such stockholder's Common Stock was held as a capital asset and any such
capital gain or loss will generally be long-term capital gain or loss to the
extent such stockholder's holding period for his Common Stock exceeds 12 months.
The decrease in the number of outstanding shares of Common Stock as a
result of the Reverse Split will not produce any taxable income or gain or loss
to the Company.
Recommendation and Vote
The proposal must be approved by the affirmative vote of the holders of a
majority of the shares of Common Stock outstanding at the Record Date.
The Board of Directors of the Company unanimously recommends that
shareholders vote FOR the proposal.
OTHER INFORMATION
The Board of Directors is not aware of any matter which may be presented
for action at the Special Meeting other than matters set forth herein. Should
any other matter requiring a vote of shareholders arise, it is intended that the
enclosed Proxy will be voted with respect thereto in accordance with the
judgment of the persons named in said Proxy.
By order of the Board of Directors
/s/ John W. Kohut
John W. Kohut,
Chairman of the Board
January 6, 1999
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<PAGE>
EXHIBIT A
FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION
The Certificate of Incorporation is amended by the addition of the
following to Article "FOURTH":
The presently issued and outstanding shares of Common Stock, exclusive
of treasury stock, shall be combined in the ratio of one (1) share of
Common Stock for each fifteen (15) shares of Common Stock currently issued
and outstanding. Such combination shall not change the stated capital of
the Corporation nor shall it affect the rights or preferences of the
holders of the shares of Common Stock now issued and outstanding.
<PAGE>
U.S. AUTOMOTIVE MANUFACTURING, INC.
Route 627, Airport Drive
Tappahannock, VA 22560
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 5, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOHN KOHUT and MARTIN CHEVALIER, and each
of them, Proxies, with full power of substitution in each of them, in the name,
place and stead of the undersigned, to vote at the Special Meeting of
Stockholders of U.S. Automotive Manufacturing, Inc. on Friday, February 5, 1999,
at 711 Fifth Avenue, 11th Floor, New York, New York 10022, or at any adjournment
or adjournments thereof, according to the number of votes that the undersigned
would be entitled to vote if personally present, upon the following matters:
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1. Adoption of Amendment to Certificate of Incorporation to Effect a 1-15
Reverse Stock Split
|_| For |_| Against |_| Abstain
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on reverse side)
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THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.
DATED: ________________________________, 1999
Please sign exactly as name appears hereon. 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.
----------------------------------------
(Signature)
Name:
----------------------------------------
(Signature if held jointly)
Name:
Please mark, sign, date and return this proxy card promptly using the enclosed
envelope.
