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 under Rule 14a-12
............................................CALL NOW, INC...............................................................
(Name of the Registrant as Specified In Its Charter)
.........................................................................................................
(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:
.........................................................................................
2. Aggregate number of securities to which transaction applies:
.........................................................................................
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):
.........................................................................................
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:
.........................................................................................
CALL NOW, INC.
1 Retama Parkway
Selma, Texas 78154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 20, 2004
To our Stockholders:
The 2004 Annual Meeting of Stockholders (the "Annual Meeting") of Call Now,
Inc. (the "Company"), will be held at 11:00 a.m. on May 20, 2004 at the Mirage Hotel,
3400 S. Las Vegas Boulevard, Las Vegas, Nevada, for the following purposes as more
fully described in the accompanying Proxy Statement:
(1) To elect the four directors;
(2) To approve the selection of Clyde Bailey, PC as our independent auditor; and
(3) To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on March 25, 2004 will be entitled
to notice of and to vote at the Annual Meeting or any adjournment or postponement
thereof. All stockholders are cordially invited to attend the Annual Meeting in person.
Stockholders who are unable to attend the Annual Meeting in person are requested to
complete and date the enclosed form of proxy and return it promptly in the envelope
provided. No postage is required if mailed in the United States. Stockholders who attend
the Annual Meeting in person may revoke their proxy and vote their shares in person.
Stockholders attending the meeting whose shares are held in the name of a broker or
other nominee who desire to vote their shares at the meeting should bring with them a
proxy or letter from that firm confirming their ownership of shares.
By Order of the Board of Directors
April 5, 2004
Thomas R. Johnson
President
CALL NOW, INC.
1 Retama Parkway
Selma, Texas 78154
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 20, 2004
This Proxy Statement is furnished to the holders of Common Stock (the
"Common Stock"), of Call Now, Inc. (the "Company") in connection with the solicitation
by the Board of Directors of the Company of the enclosed proxy for use at the Annual
Meeting of Stockholders to be held on May 20, 2004 (the "Annual Meeting"), or at any
adjournment thereof. The purposes of the Annual Meeting and the matters to be acted
upon are set forth is the accompanying Notice of Annual Meeting of Stockholders. As of
the date of this Proxy Statement, the Board of Directors is not aware of any other matters
which will come before the Annual Meeting. However, if any other matters properly
come before the Annual Meeting, the persons named as proxies will vote on them in
accordance with their best judgment.
Proxies for use at the Annual Meeting are being solicited by the Board of
Directors of the Company. Proxies will be mailed to stockholders on or about April 6,
2004 and will be solicited chiefly by mail. The Company will make arrangements with
brokerage houses and other custodians, nominees and fiduciaries to send proxies and
proxy material to the beneficial owners of Common Stock and will reimburse them for
their reasonable expenses in so doing. Should it appear desirable to do so in order to
ensure adequate representation of shares at the Annual Meeting, officers, agents and
employees of the Company may communicate with stockholders, banks, brokerage
houses and others by telephone, facsimile or in person to request that proxies be
furnished. All expenses incurred in connection with this solicitation will be borne by the
Company. The Company has no present plans to hire special employees or paid solicitors
to assist in obtaining proxies, but reserves the option of doing so if it should appear that a
quorum at the Annual Meeting otherwise might not be obtained.
Revocability and Voting of Proxy
A proxy for use at the Annual Meeting and a return envelope for the proxy are
enclosed. Any stockholder who gives a proxy may revoke it at any time before it is voted
by delivering to the Secretary of the Company a written notice of revocation or a duly
executed proxy bearing a later date, or by voting in person at the Annual Meeting. All
proxies properly executed and returned will be voted in accordance with the instructions
specified thereon. If no instructions are given, proxies will be voted FOR the election of
the nominees of the Board of Directors and FOR Proposal No. 2.
Record Date and Voting Rights
Only stockholders of record at the close of business on March 25, 2004 are
entitled to notice of and to vote at the Annual Meeting or at any adjournment thereof. On
March 25, 2004, there were 2,893,482 shares of Common Stock outstanding. Each such
share of Common Stock is entitled to one vote on each of the matters to be presented at
the Annual Meeting. The holders of a majority of the voting rights outstanding
represented by shares of Common Stock present in person or by proxy and entitled to
vote, will constitute a quorum at the Annual Meeting.
Proxies marked "withheld" as to any director nominee or "abstain" or "against" as
to a particular proposal and broker non-votes will be counted for purposes of determining
the presence or absence of a quorum.
"Broker non-votes" are shares held by brokers or nominees which are present in
person or represented by proxy, but which are not voted on a particular matter because
instructions have not been received from the beneficial owner. The effect of proxies
marked "withheld" as to any director nominee or "abstain" or "against" as to a particular
proposal and broker non-votes on Proposals Nos. 1 and 2 is discussed under each
respective Proposal.
Beneficial Ownership of Capital Stock
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of March 24, 2004 by (i) each stockholder who is known
by the Company to own beneficially more than five percent of the Company's
outstanding Common Stock, (ii) each current director and nominee for director of the
Company, (iii) each of the Company's executive officers named in the Summary
Compensation Table, and (iv) by all executive officers and directors of the Company as a
group. The information as to each person or entity has been furnished by such person or
group.
Shares Beneficially Owned (1)
Name and Address(2) Number of Shares Percent of
Class
Christopher J. Hall 2,589,423 79.4%
Thomas R. Johnson 40,141 *
Bryan P. Brown 33,334 *
William M. Allen 200,000 6.9%
All executive officers and directors
a group (4 persons)
2,862,897 86.8%
* less than 2%
(1) Applicable percentage of ownership at March 24, 2004, is based upon 2,893,482 shares of
Common Stock outstanding. Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and includes voting and investment power with respect
to shares shown as beneficially owned. Shares of Common Stock subject to options or warrants
currently exercisable or exercisable within 60 days of March 24, 2004, are deemed outstanding for
computing the shares and percentage ownership of the person holding such options or warrants,
but are not deemed outstanding for computing the percentage ownership of any other person or
entity.
(2) The address of all stockholders is the Company's offices at 1 Retama Parkway, Selma, TX 78154.
(3) Includes shares which may be acquired within 60 days by exercise of common stock purchase
options as follows: Hall - 366,668 shares, Johnson - 33,334 shares and Brown - 33,334 shares.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Currently, there are four members of the Board of Directors. Directors are elected
at each annual stockholders' meeting to hold office until the next annual meeting or until
their successors are elected and have qualified. Unless otherwise instructed, the proxy
holders named in the enclosed proxy will vote the proxies received by them for the four
nominees named below.
Each nominee has indicated that he is willing and able to serve as director if
elected. If any nominee becomes unavailable for any reason before the election, the
enclosed proxy will be voted for the election of such substitute nominee or nominees, if
any, as shall be designated by the Board of Directors. The Board of Directors has no
reason to believe that any of the nominees will be unavailable to serve.
The names and certain information concerning the four nominees for election as
directors are set forth below.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES NAMED BELOW.
Vote Required
The four nominees who receive the highest number of affirmative votes of the
shares present in person or represented by proxy and entitled to vote for them, a quorum
being present, shall be elected as directors. Only votes cast "FOR" a nominee will be
counted, except that the accompanying proxy will be voted for all nominees in the
absence of instructions to the contrary. Broker non-votes and proxies marked "withheld"
as to one or more nominees will result in the respective nominees receiving fewer votes.
However, the number of votes otherwise received by the nominee will not be reduced by
such action.
The Nominees of the Board of Directors
The following sets forth certain information about the nominees of the Board of
Directors for election of directors at the Annual Meeting. Each of the nominees currently
serves on the Board of Directors. None of the nominees is considered to be an
"independent director" under the corporate governance rules of the NASDAQ Stock
Market.
William M. Allen was President from June 1992 to 1997 and a director since
June 1992 and Chairman from February 1997 to November 2001. 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 since 1985. He was Chairman and CEO of Academy Insurance Group from
1975 to 1984. His age is 76. Mr. Allen is the father-in-law of Bryan P. Brown.
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 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. His age is 42.
Christopher J. Hall has served as director since November 2001. He has been
self-employed as a municipal securities trader since 1998. From 1985 to 1998 he was a
principal and chief financial officer of Howe, Solomon & Hall, Inc. ("HSH"), a registered
broker-dealer specializing in municipal securities. He has been a director of CSP, Inc., a
NASDAQ-listed computer services company, since November 2002. His age is 45.
Thomas R. Johnson has served as President, Chief Executive Officer and
director since November 2001. He was a self-employed trader of municipal bonds from
May 1999 to 2001. He was a research analyst and account executive for Howe, Solomon
& Hall, Inc. a registered broker-dealer specializing in municipal securities, from August
1989 to May 1999. His age is 36.
Attendance at Meetings
The Board of Directors held four meetings during the year ended December 31,
2003. Each director attended each such meeting.
Information about the Nominating Process
The Company's Board of Directors has a Nominating Committee which
undertakes the activities of identifying, evaluating and recommending nominees to serve
as Directors. Currently, all of the members of the Company's Board of Directors serve
on the Nominating Committee. The Board believes that it is appropriate for all of its
members to serve on the Nominating Committee because there are only four directors
and the Board believes that such number is sufficient to enable it to undertake the
activities of the Nominating Committee. The persons who currently serve as Directors of
the Company and members of the Nominating Committee are William M. Allen, Bryan
P. Brown, Christopher J. Hall and Thomas R. Johnson. None of these Directors are
considered independent as defined in the corporate governance rules of the NASDAQ
Stock Market.
The Board of Directors has adopted a charter for the Nominating Committee, a
copy of which is attached to this Proxy Statement.
Nomination of Director Candidates by Stockholders
The policy of the Nominating Committee is to consider nominations of candidates
for membership on the Board of Directors which are submitted by stockholders. Any
such recommendations should include the nominee's name and qualifications for Board
membership and should be directed to Thomas R. Johnson, President of Call Now, Inc. at
1 Retama Parkway, Selma, TX 78154. In addition, stockholders may nominate directors
for election at any an annual meeting by attending the meeting and offering the
candidates into nomination at the time of the election of Directors at the meeting. For a
shareholder nominee to be included in the Company's Proxy Statement for such meeting
the shareholder must give timely notice to the Company's President within the time
period described below under "Shareholder Proposals."
Director Qualifications
The Nominating Committee has not established any minimum qualifications for
nomination as a Director of the Company but has identified the following qualities and
skills as necessary for its Directors to possess:
* Integrity
* Ability to objectively analyze complex business problems and develop creative solutions
* Pertinent expertise, experience and achievement in education, career and community
* Familiarity with issues affecting the Company's business
* Availability to fulfill time commitment
* Ability to work well with other Directors
* Commitment to enhancing stockholder value
Identifying and Evaluating Nominees for Directors
Candidates for director may come from a number of source including, among
others, recommendations from current directors, recommendations from management,
third-party search organizations, and stockholders. Director candidates are evaluated to
determine whether they have the qualities and skills set forth above. Such evaluation
may be by personal interview, background investigation and other appropriate means.
Director Attendance at the Annual Meeting
It is the Company's policy to require all of its Directors to attend the Annual
Meeting of Stockholders. All of the Company's directors attended the 2003 Annual
Meeting.
Shareholder Communications with the Board
Stockholders may communicate with the Board in writing by addressing mail to
"Board of Directors, Call Now, Inc., 1 Retama Parkway, Selma, TX 78154." Any such
communication will be distributed to each of the Company's Directors. A
communication to any individual Director at the same address will be distributed only to
that Director.
Other Committees
The Board of Directors has not established an audit committee or compensation
committee.
Audit Committee Financial Expert
The Board has determined that Thomas R. Johnson is an audit committee
financial expert as defined by Item 401(e)(2) of Regulation S-B of the Securities
Exchange Act of 1934. Mr. Johnson is not independent within the meaning of Item
7(d)(iv) of Schedule 14A under the Exchange Act.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the copies of Forms 3 and 4 and 5 thereto furnished
to the Company, or written representations that no annual Form 5 reports were required,
the Company believes that all filing requirements under Section 16(a) of the Securities
Act of 1934, as amended applicable to its directors, officers and any persons holding ten
percent (10%) or more of the Company's Common Stock were made with respect to the
Company's fiscal year ended December 31, 2003.
Director Compensation
We pay our directors $2,000 for attendance at each meeting of the Board of
Directors and reimburse them for their reasonable expenses incurred to travel to such
meetings.
On November 19, 2001 William M. Allen retired as chairman and the Company
entered into a three year consulting agreement and non-competition agreement with Mr.
Allen on such date. We pay Mr. Allen $10,000 per month plus use of an automobile.
Certain Relationships and Related Transactions
On August 27, 2002 the Company sold $1,765,000 of Retama Development
Corporation Special Facilities Revenue Bonds, Series A, 7.00% due 9/1/33 for cash at a
price of $1,765,000 to Christopher J. Hall, a director and controlling shareholder.
Executive Compensation
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid to the Company's chief
executive officer and the other executive officers of the Company and its subsidiaries
who received compensation of $100,000 or more during the fiscal year ended December
31, 2003 (the "named executive officers").
Annual Compensation Long Term Compensation
Awards
Awards Payouts
Other Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Salary Bonus sation Award(s) SARs Payouts sation
Year ($) ($) ($) ($) (#) ($) ($)
Thomas R. Johnson, 2003 100,000 - - - - - -
President, Chief 2002 100,000 - - - -
Executive Officer 2001 11,500 - - - 33,334 shares - -
Bryan P. Brown, 2003 175,000 - - - - - -
President, Retama 2002 175,000 - - - - - -
Entertainment 2001 175,000 - - - - - -
Group, Inc.
Mr. Johnson has a written employment agreement with the Company which
automatically renews on a year to year basis. Either the Company or Mr. Johnson may
choose to have the agreement terminate at the end of its then current term by giving 30
days notice prior to the end of the then current term. In the event the Company
terminates the agreement for other than cause as defined in the agreement, Mr. Johnson is
entitled to receive his then current salary for a period of two years following such
termination.
Stock Options Granted in 2003
We did not grant any stock options or stock appreciation rights in 2003.
Option Exercises in 2003 and Year-End Values
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, 2003 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 of $2.10 per share. No
executive exercised any options during 2003. There were no stock appreciation rights
exerised or held by the named executive officers.
Number of Unexercised Options Value of
Unexercised
Unexercised Options in-the-money
Option
Name at Fiscal Year End(1) Fiscal Year
End(1)
Bryan P. Brown 33,334 $32,501
Thomas R. Johnson 33,334 $32,501
(1) All such options are exercisable.
PROPOSAL NO. 2
APPROVAL OF INDEPENDENT AUDITOR
The Board of Directors has recommended the appointment of the firm of Clyde
Bailey, P.C. as our independent auditor for our 2004 financial statements and is
requesting the stockholders to approve such appointment. This firm has been our
independent auditor since 1999.
Fees related to services performed by our independent auditor in 2003 and 2002
were as follows:
2003 2002
Audit Fees(1) $11,875 $12,000
Audit Related Fees - -
Tax Fees - -
All Other Fees - -
_______ _______
Total $11,875 $12,000
(1) Audit fees represent fees for professional services provided in connection with the audit of our financial
statements and review of our quarterly financial statements.
The Board of Directors has reviewed and discussed with the Company's
management and independent auditor the audited consolidated financial statements of the
Company contained in the Company's Annual Report on Form 10-KSB for the
Company's 2003 fiscal year. The Board has also discussed with the independent auditor
the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements
on Auditing Standards, AU Section 380), which includes, among other items, matters
related to the conduct of the audit of the Company's consolidated financial statements.
The Board has received and reviewed the written disclosures and the letter from
the independent auditor required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and has discussed with its
independent auditor its independence from the Company.
The Board has considered whether the provision of services other than audit
services is compatible with maintaining auditor independence.
Based on the review and discussions referred to above, the Board approved the
inclusion of the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-KSB for its 2003 fiscal year for filing with the SEC.
Pre-Approval Policies
The Board's policy is now to pre-approve all audit services and all permitted non-
audit services (including the fees and terms thereof) to be provided by the Company's
independent auditor; provided, however, pre-approval requirements for non-audit
services are not required if all such services (1) do not aggregate to more than five
percent of total revenues paid by the Company to its accountant in the fiscal year when
services are provided; (2) were not recognized as non-audit services at the time of the
engagement; and (3) are promptly brought to the attention of the Board and approved
prior to the completion of the audit.
The Board pre-approved all fees described above.
If the appointment of Clyde Bailey, P.C. is not approved by the stockholders, the
appointment will be reconsidered by the Board of Directors. It is not anticipated that a
representative of Clyde Bailey, PC will attend the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR" THE APPROVAL OF THE APPOINTMENT OF CLYDE BAILEY, P.C.
AS INDEPENDENT AUDITOR. All proxies solicited by the Board of Directors will
be voted "FOR" Proposal No. 2 unless other instructions are given on your proxy.
Vote Required
Approval of Proposal No. 2 requires the affirmative vote of a majority of the
shares present in person or represented by proxy and entitled to vote, a quorum being
present. A proxy marked "abstain" or "against" the proposal and broker non-votes will
have the effect of a negative vote on the proposal.
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for action at the 2005 Annual
Meeting of Stockholders and presentation in the Company's Proxy Statement with
respect to such meeting should arrange for such proposal to be delivered to the Company
at its principal place of business no later than November 3, 2004 in order to be considered
for inclusion in the Company's proxy statement relating to that meeting. Matters
pertaining to such proposals, including the number and length thereof, eligibility of
persons entitled to have such proposals included and other aspects are regulated by the
Securities Exchange Act of 1934, Rules and Regulations of the Securities and Exchange
Commission and other laws and regulations to which interested persons should refer.
FINANCIAL INFORMATION AND ANNUAL REPORT ON FORM 10-KSB
The Company's financial statements for the year ended December 31, 2003 are
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2003, which is being mailed to the Company's stockholders with this
Proxy Statement.
OTHER MATTERS
The Board of Directors is not aware of any other matters to come before the
meeting. If any other matter not mentioned in this Proxy Statement is brought before the
meeting, the proxy holders named in the enclosed Proxy will have discretionary authority
to vote all proxies with respect thereto in accordance with their judgment.
By Order of the Board of Directors
April 5, 2004 Thomas R. Johnson
President
CALL NOW, INC.
NOMINATING COMMITTEE CHARTER
Organization
There shall be a standing committee of the Board of Directors to be known as the
Nominating Committee (the "Committee"). The membership of the Committee shall be
comprised of at least four members of the Board of Directors. The Board of Directors
shall annually designate the members of the Committee. A majority of the Committee
members shall constitute a quorum for the transaction of business. The action of a
majority of those present at a meeting at which a quorum is present shall be the action of
the Committee. The Committee shall meet as required, but at least once annually prior to
the preparation of the proxy materials to be sent to the Company's stockholders in
connection with the annual meeting of stockholders. The Committee shall keep a record
of its actions and proceedings, and make a report thereof from time to time to the Board
of Directors.
Purposes
The purposes of the Committee are to identify individuals qualified to become
Board members, consistent with criteria approved by the Board, and to select the director
nominees to stand for election at each annual meeting of stockholders.
Responsibilities
In furthering its objectives, the Committee shall:
1. Develop, and recommend to the Board for adoption, qualifications for
members of the Board and its committees and criteria for their selection, and periodically
review such qualifications and criteria and recommend for adoption by the Board changes
which the Committee determines advisable;
2. Identify, review the qualifications of, and interview potential candidates to
fill Board positions, including potential candidates recommended by stockholders;
3. Review the suitability for continued service as a director of each Board
member prior to the expiration of his or her term;
4. Select the nominees to stand for election at each annual meeting of
stockholders; and
5. Promptly report to the Board the results of its meetings and actions.
Committee Chair
The Board of Directors may appoint one of the members of the Committee to
serve as the Committee Chair. If the Committee Chair is absent from a meeting, another
member of the Committee will act as Chair.
Annual Review of Charter
Not less than annually, the Committee shall review this Charter and recommend
to the Board any changes it deems advisable. At any time, the Board of Directors acting
on its initiative may amend this Charter, consistent with the rules of the Securities and
Exchange Commission and any applicable stock exchange. Only the full Board of
Directors may amend this Charter.
Meetings and Report to the Board of Directors
A majority of the Committee members shall constitute a quorum for the
transaction of business. Members may attend a meeting of the Committee by conference
telephone. The action of a majority of those present at a meeting at which a quorum is
present shall be the action of the Committee. The Committee shall meet as frequently as
circumstances require, but at least once annually prior to the preparation of the proxy
materials to be sent to the Company's stockholders in connection with the annual meeting
of stockholders. The Committee shall keep a record of its actions and proceedings, and
the Committee Chair shall report on the meetings of the Committee to the Board of
Directors at the next Board meeting following a Committee meeting. The Committee
may form and delegate authority to subcommittees when appropriate.
Retention of Special Legal, Accounting and Other Consultants
The Committee shall have the authority to retain, at the Company's expense,
special legal, accounting, search firms or other consultants to advise the Committee and
to assist it in conducting any investigations deemed necessary by the Committee. The
Committee may request any officer or employee of the Company or the Company's
outside counsel or independent auditor to attend a meeting of the Committee or to meet
with any members of, or consultants to, the Committee.
CALL NOW, INC.
1 Retama Parkway
Selma, TX 78154
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Christopher J. Hall and Thomas R. Johnson as proxies,
each with the power to appoint his 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 of record by the undersigned on March 25, 2004 at the Annual Meeting of
Stockholders to be held on May 20, 2004, 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
Bryan P. Brown
Christopher J. Hall
Thomas R. Johnson
2) PROPOSAL TO APPROVE THE APPOINTMENT OF CLYDE
BAILEY, P.C. AS INDEPENDENT AUDITOR
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 stockholder. If no direction is made, this proxy will be voted FOR the
nominees listed herein 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: __________________, 2004
_________________________________
(signature)
_________________________________
(signature, if held jointly)
Please mark, sign, date and return the proxy card promptly using the enclosed envelope.
