[MUSTANG LOGO]
MUSTANG SOFTWARE, INC.
6200 LAKE MING ROAD
BAKERSFIELD, CA 93306
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SUPPLEMENTARY INFORMATION TO THE PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 7, 1999
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The following information is supplementary to the Proxy
Statement dated May 11, 1999 furnished to you in connection with the
solicitation of proxies by the board of directors of Mustang
Software, Inc. (the "Company" or "Mustang") for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at the Rio
Bravo Resort, located at 11200 Lake Ming Road, Bakersfield,
California, 93306, on June 7, 1999, at 10:00 a.m. Pacific Daylight
Time. The Proxy Statement should be read by shareholders prior to
reading these supplementary materials. ADDITIONAL PROXY STATEMENTS
MAY BE OBTAINED UP REQUEST FROM THE INVESTOR RELATIONS DEPARTMENT,
MUSTANG SOFTWARE, INC., 6200 LAKE MING ROAD, BAKERSFIELD, CA 93306,
TELEPHONE (661) 873-2500 AND FAX (661) 873-2457.
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SUPPLEMENTARY INFORMATION CONCERNING
PROPOSAL N0. 1 ELECTION OF DIRECTORS
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Mr. Michael D. Greenbaum has resigned from the board of
directors of the Company and the remaining members of the board have
withdrawn him as a nominee for election to the directors at the
Annual Meeting. See "Proposal No. 1 Election of Directors," pages
2-3 of the Proxy Statement.
As discussed on page 2 of the Proxy Statement, the Company's
Bylaws currently provide for a variable board of directors with a
range of between five and nine members, with the number currently
set at six. The proxy holders will now vote all shares represented
by proxies held by them for the election of the five nominees for
director discussed on pages 2 to 4 of the Proxy Statement other than
Mr. Greenbaum. The proxy holders have no present plans to vote for
the election of any other person as a director and thus one position
for director may be vacant following the annual meeting as it is now
with Mr. Greenbaum's resignation. In accordance with Mustang's
Bylaws the board of directors may reduce the authorized number of
directors to eliminate the vacancy or elect another person to fill
the vacancy. At the Annual Meeting, no proxy will be voted for more
than the five nominees for director.
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SUBSTITUTE FORM OF PROXY
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The enclosed substitute form of proxy is solicited by the
board of directors of the Company and may be submitted by
shareholders instead of the form of proxy enclosed with the Proxy
Statement dated May 11, 1999. The only difference between the
enclosed form of proxy and the one sent to you with the Proxy
Statement is that the name of Mr. Greenbaum has been removed from
the nominees for the board of directors.
IN THE EVENT THAT ONLY THE EARLIER FORM OF PROXY IS RECEIVED
BY THE COMPANY PRIOR TO THE MEETING AND THE SHAREHOLDER DOES NOT
ATTEND THE MEETING AND VOTE IN PERSON, IT IS THE INTENTION OF THE
PROXY HOLDERS NOT TO VOTE FOR MR. GREENBAUM AND VOTE ONLY FOR THE
OTHER FIVE NOMINEES FOR DIRECTOR DISCLOSED IN THE PROXY STATEMENT.
THIS IS IN ACCORDANCE WITH INFORMATION PROVIDED ON PAGE 2 OF THE
PROXY STATEMENT THAT IF ANY NOMINEE BECOMES UNAVAILABLE OR UNABLE TO
SERVE AS A DIRECTOR OF THE COMPANY PRIOR TO THE VOTING, THE PROXY
HOLDERS WILL REFRAIN FROM VOTING FOR THE UNAVAILABLE NOMINEE OR WILL
VOTE FOR A SUBSTITUTE NOMINEE IN THE EXERCISE OF THEIR BEST JUDGMENT.
If you do wish to change your vote or if you have not
already signed and sent in a form of proxy, please fill in, sign and
send in the enclosed form of proxy. A form of proxy dated later will
supersede an earlier dated form.
May 20, 1999
By order of the board of directors
/s/ Michael S. Noling
Michael S. Noling, Secretary
[PROXY]
MUSTANG SOFTWARE, INC.
6200 Lake Ming Road
Bakersfield, California 93306
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James A. Harrer and Donald M.
Leonard, and each of them, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and vote
as designated below, all the shares of Common Stock of Mustang
Software, Inc. (the "Company") held of record by the undersigned on
April 23, 1999, at the Annual Meeting of Shareholders to be held on
June 7, 1999 or any adjournments thereof.
1. ELECTION OF DIRECTORS
__ FOR all nominees listed below (except as marked to
the contrary below)
__ WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: To withhold authority to vote for any
indivdual nominee, strike a line through the nominee's
name below.)
James A. Harrer Stanley A. Hirschman
Michael S. Noling Anthony Mazzarella
Phillip E. Pearce
2. To approve amendments to the Company's 1994 Incentive and
Nonstatutory Stock Option Plan to increase the total number
of shares of Common Stock that can be optioned and sold
under the Stock Option Plan to 1,100,000 shares.
FOR / / AGAINST / / ABSTAIN / /
3. To ratify the appointment of Arthur Andersen LLP as independent
accountants for the year ending December 31, 1999.
FOR / / AGAINST / / ABSTAIN / /
4. In their discretion, the Proxies are each authorized to
vote upon 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 Proposals 1, 2, 3
and 4.
Dated: ______________________, 1999
___________________________________
(Signature)
___________________________________
(Signature if held jointly)
Please sign exactly as name
appears below. When shares are
held by joint tenants, both
should sign. When signing as an
attorney, as executor,
administrator, trustee or
guardian, please give full title
to 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.
