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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
JUST FOR FEET
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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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of 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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LETTERHEAD OF JUST FOR FEET APPEARS HERE]
May 27, 1998
Dear Shareholder:
Due to circumstances beyond our control, the Annual Meeting of Shareholders
of your Company, originally scheduled for Friday, May 29, 1998, has been
rescheduled for Friday, June 26, 1998 at 4:00 p.m., at the Wynfrey Hotel, 1000
Riverchase Galleria, Birmingham, Alabama.
The rescheduling is due solely to the Company's transfer agent furnishing
to the Company an inaccurate list of shareholders of record which resulted in
certain shareholders not receiving timely notice of the meeting.
A new Notice of the Rescheduled Annual Meeting and a Proxy Statement
Supplement appear on the following pages. Other than the matters discussed in
the attached Proxy Statement Supplement, the original proxy statement provided
to you accurately describes the matters to be acted upon at the Annual Meeting.
We now enclose a new blue proxy card and return envelope for your use. YOU
MUST COMPLETE THE NEW BLUE PROXY CARD IN ORDER FOR YOUR VOTE TO BE COUNTED, EVEN
IF YOU HAVE ALREADY VOTED. Whether or not you plan to attend the meeting in
person, it is important that your shares be represented and voted.
We appreciate your immediate action in this important matter.
Sincerely,
/s/ Harold Ruttenberg
Harold Ruttenberg
Chairman of the Board, President
and Chief Executive Officer
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JUST FOR FEET, INC.
7400 Cahaba Valley Road
Birmingham, Alabama 35242
NOTICE OF RESCHEDULED ANNUAL
MEETING OF SHAREHOLDERS
To Be Held June 26, 1998
To the Holders of Common Stock of JUST FOR FEET, INC.:
Notice is hereby given that the Rescheduled Annual Meeting of Shareholders
of Just For Feet, Inc., an Alabama corporation (the "Company"), will be held at
the Wynfrey Hotel, 1000 Riverchase Galleria, Birmingham, Alabama, on Friday,
June 26, 1998 at 4:00 p.m. for the following purposes:
1. To ratify (i) the adoption of an amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of stock from
25,002,667 shares to 75,000,000 shares, consisting of 70,000,000 shares of
Common Stock and 5,000,000 shares of preferred stock, and eliminating the
authorized Series A Preferred Stock (the "Charter Amendment") and (ii) the
issuance of shares of Common Stock in excess of the number authorized prior
to giving effect to the Charter Amendment;
2. To consider a proposal to change the Company's state of incorporation from
Alabama to Delaware through the merger of the Company into a wholly owned
Delaware subsidiary of the Company (the "Reincorporation Merger");
3. To elect six (6) directors to serve until the next annual meeting of
shareholders and until their successors have been elected and qualified;
and
4. To conduct such other business as may properly come before the meeting or
any adjournment, postponement or rescheduling thereof.
Only shareholders of record as of the close of business on April 17, 1998
will be entitled to notice of and to vote at the meeting or any adjournment,
postponement or rescheduling thereof.
Holders of the Company's Common Stock have the right to dissent from the
Reincorporation Merger and, if the Reincorporation Merger is consummated, to
receive "fair value" for their shares in cash by complying with the provisions
of Alabama law, including Sections 10-2B-13.02, -13.03, -13.21, -13.23, -13.24,
- -13.28 and -13.30 of the Alabama Business Corporation Act. The text of Article
13 of the Alabama Business Corporation Act relating to the rights of
shareholders to dissent from the Reincorporation Merger is attached to the Proxy
Statement and is also attached to this Notice of Rescheduled Annual Meeting as
Exhibit A.
By Order of the Board of Directors
/s/ Scott C. Wynne
Scott C. Wynne
Secretary
Birmingham, Alabama
May 27, 1998
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED
BLUE PROXY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
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JUST FOR FEET, INC.
RESCHEDULED ANNUAL MEETING OF SHAREHOLDERS
June 26, 1998
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SUPPLEMENT TO PROXY STATEMENT
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This document supplements the proxy statement originally mailed to
shareholders on or about April 24, 1998, in connection with the solicitation of
proxies on behalf of the Board of Directors of Just For Feet, Inc. (the
"Company") for use at the Annual Meeting of Shareholders of the Company. Except
as provided in this Supplement, the original proxy statement accurately
describes the matters to be acted upon at the Annual Meeting. The proxy
statement provided that the Annual Meeting was to be held on Friday, May 29,
1998. As a result of the Company's transfer agent's furnishing the Company an
incomplete list of shareholders, and in order to give all shareholders an ample
opportunity to vote their shares, the Annual Meeting has been rescheduled for
Friday, June 26, 1998 at 4:00 p.m., at the Wynfrey Hotel, 1000 Riverchase
Galleria, Birmingham, Alabama.
Enclosed with this Supplement is a new blue proxy card reflecting the date
of the rescheduled meeting and the location change, as well as a return envelope
for your use. SHAREHOLDERS MUST COMPLETE THE NEW BLUE PROXY CARD IN ORDER FOR
THEIR VOTES TO BE COUNTED, EVEN IF THEY HAVE ALREADY VOTED. Any proxy given
pursuant to this solicitation may be revoked by any shareholder who attends the
meeting and gives oral notice of his election to vote in person, without
compliance with any other formalities. In addition, any proxy given pursuant to
this solicitation may be revoked prior to the meeting by delivering to the
Secretary of the Company an instrument revoking it or a duly executed proxy for
the same shares bearing a later date.
Only shareholders of record at the close of business on April 17, 1998 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting
or any adjournments thereof. As of April 17, 1998, the Company had outstanding
30,090,947 shares of Common Stock. Each share of Common Stock issued and
outstanding on such record date is entitled to one vote.
This Supplement is first being mailed to shareholders on or about May 27,
1998.
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EXHIBIT A
EXCERPTS FROM THE ALABAMA BUSINESS
CORPORATION ACT RELATING TO DISSENTERS' RIGHTS
SEC. 10-2B-13.01. DEFINITIONS.
(1) "Corporate action" means the filing of articles of merger or share
exchange by the probate judge or Secretary of State, or other action giving
legal effect to a transaction that is the subject of dissenters' rights.
(2) "Corporation" means the issuer of shares held by a dissenter before the
corporate action, or the surviving or acquiring corporation by merger or share
exchange of that issuer.
(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 10-2B-13.02 and who exercises that right when and
in the manner required by Sections 10-2B-13.20 through 10-2B-13.28.
(4) "Fair Value," with respect to a dissenter's shares, means the value of
the shares immediately before the effectuation of the corporate action to which
the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be inequitable.
(5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans, or, if none, at a rate that is fair and
equitable under all circumstances.
(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares to
the extent of the rights granted by a nominee certificate on file with a
corporation.
(7) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a voting trust or by a nominee as the record shareholder.
(8) "Shareholder" means the record shareholder or the beneficial
shareholder. (Acts 1994, No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.02. RIGHT TO DISSENT.
(a) A shareholder is entitled to dissent from, and obtain payment of the
fair value of his or her shares in the event of, any of the following corporate
actions:
(1) Consummation of a plan of merger to which the corporation is a
party (i) if shareholder approval is required for the merger by Section 10-2B-
11.03 or the articles of incorporation and the shareholder is entitled to vote
on the merger or (ii) if the corporation is a subsidiary that is merged with its
parent under Section 10-2B-11.04;
(2) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan;
(3) Consummation of a sale or exchange by all, or substantially all, of
the property of the corporation other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange,
including a sale in dissolution, but not including a sale pursuant to court
order or
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a sale for cash pursuant to a plan by which all or substantially all of the net
proceeds of the sale will be distributed to the shareholders within one year
after the date of sale;
(4) To the extent that the articles of incorporation of the corporation
so provide, an amendment of the articles of incorporation that materially and
adversely affects rights in respect to a dissenter's shares because it:
(i) Alters or abolishes a preferential right of the shares;
(ii) Creates, alters, or abolishes a right in respect of
redemption, including a provision respecting a sinking fund for the redemption
or repurchase of the shares;
(iii) Alters or abolishes a preemptive right of the holder of the
shares to acquire shares or other securities;
(iv) Excludes or limits the right of the shares to vote on any
matter, or to cumulate votes, other than a limitation by dilution through
issuance of shares or other securities with similar voting rights; or
(v) Reduces the number of shares owned by the shareholder to a
fraction of a share if the fractional share so created is to be acquired for
cash under Section 10-2B-6.04; or
(5) Any corporate action taken pursuant to a shareholder vote to the
extent the articles of incorporation, bylaws, or a resolution of the board of
directors provides that voting or nonvoting shareholders are entitled to dissent
and obtain payment for their shares.
(b) A shareholder entitled to dissent and obtain payment for shares under
this chapter may not challenge the corporate action creating his or her
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation. (Acts 1994, No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.03. DISSENT BY NOMINEES AND BENEFICIAL OWNERS.
(a) A record shareholder may assert dissenters' rights as to fewer than all
of the shares registered in his or her name only if he or she dissents with
respect to all shares beneficially owned by any one person and notifies the
corporation in writing of the name and address of each person on whose behalf he
or she asserts dissenters' rights. The rights of a partial dissenter under this
subsection are determined as if the shares to which he or she dissents and his
or her other shares were registered in the names of different shareholders.
(b) A beneficial shareholder may assert dissenters' rights as to shares held
on his or her behalf only if:
(1) He or she submits to the corporation the record shareholder's
written consent to the dissent not later than the time the beneficial
shareholder asserts dissenters' rights; and
(2) He or she does so with respect to all shares of which he or she is
the beneficial shareholder or over which he or she has power to direct the vote.
(Acts 1994, No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.20. NOTICE OF DISSENTERS' RIGHTS.
(a) If proposed corporate action creating dissenters' rights under Section
10-2B-13.02 is submitted to a vote at a shareholders' meeting, the meeting
notice must state that shareholders are or may be entitled to assert dissenters'
rights under this article and be accompanied by a copy of this article.
(b) If corporate action creating dissenters' rights under Section 10-2B-
13.02 is taken without a vote
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of shareholders, the corporation shall (1) notify in writing all shareholders
entitled to assert dissenters' rights that the action was taken; and (2) send
them the dissenters' notice described in Section 10-2B-13.22. (Acts 1994,
No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.21. NOTICE OF INTENT TO DEMAND PAYMENT.
(a) If proposed corporate action creating dissenters' rights under Section
10-2B-13.02 is submitted to a vote at a shareholder's meeting, a shareholder who
wishes to assert dissenters' rights (1) must deliver to the corporation before
the vote is taken written notice of his or her intent to demand payment or his
or her shares if the proposed action is effectuated; and (2) must not vote his
or her shares in favor of the proposed action.
(b) A shareholder who does not satisfy the requirements of subsection (a) is
not entitled to payment for his or her shares under this article. (Acts 1994,
No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.22. DISSENTERS' NOTICE.
(a) If proposed corporate action creating dissenters' rights under Section
10-2B-13.02 is authorized at a shareholders' meeting, the corporation shall
deliver a written dissenters' notice to all shareholders who satisfied the
requirements of Section 10-2B-13.21.
(b) The dissenters' notice must be sent no later than 10 days after the
corporate action was taken, and must:
(1) State where the payment demand must be sent;
(2) Inform holders of shares to what extent transfer of the shares will
be restricted after the payment demand is received;
(3) Supply a form for demanding payment;
(4) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than 30 nor more than 60 days after the date
the subsection (a) notice is delivered; and
(5) Be accompanied by a copy of this article. (Acts 1994, No. 94-245,
p. 343 Sec. 1.)
SEC. 10.2B.13.23. DUTY TO DEMAND PAYMENT.
(a) A shareholder sent a dissenters' notice described in Section 10.2B-13.22
must demand payment in accordance with the terms of the dissenters' notice.
(b) The shareholder who demands payment retains all other rights of a
shareholder until those rights are canceled or modified by the taking of the
proposed corporate action.
(c) A shareholder who does not demand payment by the date set in the
dissenters' notice is not entitled to payment for his or her shares under this
article.
(d) A shareholder who demands payment under subsection (a) may not
thereafter withdraw that demand and accept the terms offered under the proposed
corporate action unless the corporation shall consent thereto. (Acts 1994, No.
94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.24. SHARE RESTRICTIONS.
(a) Within 20 days after making a formal payment demand, each shareholder
demanding payment shall submit the certificate or certificates representing his
or her shares to the corporation for (1) notation thereon by the corporation
that such demand has been made and (2) return to the shareholder by the
corporation.
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(b) The failure to submit his or her shares for notation shall, at the
option of the corporation, terminate the shareholders' rights under this article
unless a court of competent jurisdiction, for good and sufficient cause, shall
otherwise direct.
(c) If shares represented by a certificate on which notation has been made
shall be transferred, each new certificate issued therefor shall bear similar
notation, together with the name of the original dissenting holder of such
shares.
(d) A transferee of such shares shall acquire by such transfer no rights in
the corporation other than those which the original dissenting shareholder had
after making demand for payment of the fair value thereof. (Acts 1994, No. 94-
245, p. 343 Sec. 1.)
SEC. 10-2B-13.25. OFFER OF PAYMENT.
(a) As soon as the proposed corporate action is taken, or upon receipt of a
payment demand, the corporation shall offer to pay each dissenter who complied
with Section 10-2B-13.23 the amount the corporation estimates to be the fair
value of his or her shares, plus accrued interest.
(b) The offer of payment must be accompanied by:
(1) The corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of the offer, an income statement
for that year, and the latest available interim financial statements, if any;
(2) A statement of the corporation's estimate of the fair value of the
shares;
(3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under
Section 10-2B-13.28; and
(5) A copy of this article.
(c) Each dissenter who agrees to accept the corporation's offer of payment
in full satisfaction of his or her demand must surrender to the corporation the
certificate or certificates representing his or her shares in accordance with
terms of the dissenters' notice. Upon receiving the certificate or certificates,
the corporation shall pay each dissenter the fair value of his or her shares,
plus accrued interest, as provided in subsection (a). Upon receiving payment, a
the corporation shall pay each dissenter the fair value of his or her shares,
plus accrued interest, as provided in subsection (a). Upon receiving payment, a
dissenting shareholder ceases to have any interest in the shares. (Acts 1994,
No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.26. FAILURE TO TAKE CORPORATE ACTION.
(a) If the corporation does not take the proposed action within 60 days
after the date set for demanding payment, the corporation shall release the
transfer restrictions imposed on shares.
(b) If, after releasing transfer restrictions, the corporation takes the
proposed action, it must send a new dissenters' notice under Section 10-2B-13.22
and repeat the payment demand procedure. (Acts 1994, No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.27. RESERVED.
SEC. 10-2B-13.28. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH OFFER OF PAYMENT.
(a) A dissenter may notify the corporation in writing of his or her own
estimate of the fair value
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of his or her shares and amount of interest due, and demand payment of his or
her estimate, or reject the corporation's offer under Section 10-2B-13.25 and
demand payment of the fair value of his or her shares and interest due, if:
(1) The dissenter believes that the amount offered under Section 10-2B-
13.25 is less than the fair value of his or her shares or that the interest due
is incorrectly calculated;
(2) The corporation fails to make an offer under Section 10-2B-13.25
within 60 days after the date set for demanding payment; or
(3) The corporation, having failed to take the proposed action, does
not release the transfer restrictions imposed on shares within 60 days after
date set for demanding payment.
(b) A dissenter waives his or her right to demand payment under this section
unless he or she notifies the corporation of his or her demand in writing under
subsection (a) within 30 days after the corporation offered payment for his or
her shares. (Acts 1994, No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.30. COURT ACTION.
(a) If a demand for payment under Section 10-2B-13.28 remains unsettled, the
corporation shall commence a proceeding within 60 days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding within
the 60 day period, it shall pay each dissenter whose demand remains unsettled
the amount demanded.
(b) The corporation shall commence the proceeding in the circuit court of
the county where the corporation's principal office (or, if none in this state,
its registered office) is located. If the corporation is a foreign corporation
without a registered office in this state, it shall commence the proceeding in
the county in this state where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign corporation was
located.
(c) The corporation shall make all dissenters (whether or not residents of
this state) whose demands remain unsettled parties to the proceeding as in an
action against their shares, and all parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided under the Alabama Rules of Civil Procedure.
(d) After service is completed, the corporation shall deposit with the clerk
of the court an amount sufficient to pay unsettled claims of all dissenters
party to the action in an amount per share equal to its prior estimate of fair
value, plus accrued interest, under Section 10-2B-13.25.
(e) The jurisdiction of the court in which the proceeding is commenced under
subsection (b) is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend decision on the question
of fair value. The appraisers have the powers described in the order appointing
them, or in any amendment to it. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.
(f) Each dissenter made a party to the proceeding is entitled to judgment
for the amount the court finds to be the fair value of his or her shares, plus
accrued interest. If the court's determination as to the fair value of a
dissenter's shares, plus accrued interest, is higher than the amount estimated
by the corporation and deposited with the clerk of the court pursuant to
subsection (d), the corporation shall pay the excess to the dissenting
shareholder. If the court's determination as to fair value, plus accrued
interest, of a dissenter's shares is less than the amount estimated by the
corporation and deposited with the clerk of the court pursuant to subsection
(d), then the clerk shall return the balance of funds deposited, less any costs
under Section 10-2B-13.31, to the corporation.
(g) Upon payment of the judgment, and surrender to the corporation of the
certificate or certificates
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representing the appraised shares, a dissenting shareholder ceases to have any
interest in the shares. (Acts 1994, No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.31. COURT COSTS AND COUNSEL FEES.
(a) The court in an appraisal proceeding commenced under Section 10-2B-13.30
shall determine all costs of the proceeding, including compensation and expenses
of appraisers appointed by the court. The court shall assess the costs against
the corporation, except that the court may assess costs against all or some of
the dissenters, in amounts the court finds equitable, to the extent the court
finds the dissenters acted arbitrarily, vexatiously, or not in good faith in
demanding payment under Section 10-2B-13.28.
(b) The court may also assess the reasonable fees and expenses of counsel
and experts for the respective parties, in amounts the court finds equitable:
(1) Against the corporation and in favor of any or all dissenters if
the court finds the corporation did not substantially comply with the
requirements of Sections 10-2B-13.20 through 10-2B-13.28; or
(2) Against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by this chapter.
(c) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to these counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefitted (Acts 1994, No. 94-245, p. 343 Sec. 1.)
SEC. 10-2B-13.32. STATUS OF SHARES AFTER PAYMENT.
Shares acquired by a corporation pursuant to payment of the agreed value
therefor or to payment of the judgment entered therefor, as in this chapter
provided, may be held and disposed of by such corporation as in the case of
other treasury shares, except that, in the case of a merger or share exchange,
they may be held and disposed of as the plan of merger or share exchange may
otherwise provide. (Acts 1994, No. 94-245, p. 343 Sec. 1.)
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JUST FOR FEET, INC.
7400 CAHABA VALLEY ROAD
BIRMINGHAM, ALABAMA 35242
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 1998 ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints Harold Ruttenberg and Scott C. Wynne, or
either of them, with power of substitution to each, the proxies of the
undersigned to vote the Common Stock of the undersigned at the rescheduled
Annual Meeting of Shareholders of JUST FOR FEET, INC. to be held on Friday,
June 26, 1998 at 4:00 p.m. at the Wynfrey Hotel, 1000 Riverchase Galleria,
Birmingham, Alabama, and any adjournment, postponement or rescheduling thereof:
1. To ratify (i) the adoption of an amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of stock from
25,002,667 shares to 75,000,000 shares, consisting of 70,000,000 shares of
Common Stock and 5,000,000 shares of preferred stock, and eliminating the
authorized Series A Preferred Stock (the "Charter Amendment") and (ii) the
issuance of shares of Common Stock in excess of the number authorized prior to
giving effect to the Charter Amendment.
[_] FOR [_] AGAINST [_] ABSTAIN
2. To consider a proposal to change the Company's state of incorporation from
Alabama to Delaware through the merger of the Company into a wholly owned
Delaware subsidiary of the Company.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To elect six (6) directors to serve until the next annual meeting of
shareholders and until their successors are elected and have qualified.
FOR all nominees WITHHOLD AUTHORITY
listed below (except to vote for all
as marked to the nominees listed
contrary below) [_] below [_]
HAROLD RUTTENBERG, BART STARR, SR., MICHAEL P. LAZARUS, RANDALL L. HAINES,
DAVID F. BELLET, EDWARD S. CROFT, III
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE THE
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
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4. To vote in accordance with their best judgment with respect to any other
matters that may properly come before the meeting.
(continued and to be signed on reverse)
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" EACH OF THE ABOVE PROPOSALS AND
UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS
PROXY WILL BE SO VOTED.
DATED:___________________ ,
1998
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NAME(S):______________ ____
NOTE: When signing as an
attorney, trustee,
executor, administrator or
guardian, please give your
title as such. If a corpo-
ration or partnership,
give full name by
authorized officer. In the
case of joint tenants,
each joint owner must
sign.
PLEASE DATE AND SIGN THIS PROXY EXACTLY AS NAME(S) APPEARS ON THE MAILING
LABEL.
