CORPORATE VISION, INC.
October 13, 1999
Dear Corporate Vision Stockholder,
We are pleased to announce the 1999 Corporate Vision, Inc
stockholders meeting. The meeting will be held at the
Warren Place Doubletree Hotel located at 61st and Yale in
Tulsa, Oklahoma from 8:00 am to 11:00 am on Saturday,
November 13th.
A Corporate Vision discounted room rate has been
negotiated for Friday, November 12th and Saturday
November 13th. The discounted room rate will be $69 per
night and reservations must be made by Friday, October 29th
in order to qualify for the special rate. It is strongly advised
that you make your reservations as early as possible since a
limited number of rooms are available and the hotel has
informed us that this is a busy time of the year! A
Continental Breakfast will be available beginning at 8:00 am
and the meeting will begin promptly at 8:30 am.
Please call (918) 495-1000 and ask for the Reservation
Department and identify yourself as a part of Corporate
Vision in order to qualify for the special rate.
Corporate Vision, Inc has had an active 1999 and we look
forward to sharing plans for an exciting 2000!
Sincerely,
Raymond A. Hall, Chairman of the Board
Corporate Vision, Inc
Enclosure
*****Please note a press release erroneously listed the hotel
location as 71st
and Yale instead of 61st and Yale.*****
CORPORATE VISION, INC.
PROXY - ANNUAL MEETING OF STOCKHOLDERS -
November 13, 1999
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS
The undersigned, a holder of Common Stock of Corporate
Vision, Inc an Oklahoma corporation (the "Company"),
hereby appoints Raymond A. Hall and Keith Anderson and
each of them, the proxies of the undersigned, each with full
power of substitution, to represent and vote for the
undersigned all of the shares of the Company which the
undersigned would be entitled to vote at the Annual Meeting
of Shareholders of the Company to be held on November 13,
1999 and any adjournments thereof, as follows:
1. The election of six (6) members to the Board of
Directors to hold office until the next annual
meeting of shareholders and until their successors
are duly elected and qualified.
FOR all nominees listed below
WITHHOLD AUTHORITY
to vote for all nominees listed below.
(Instructions: To withhold authority to vote for any
individual nominee, strike a line through the name
below.)
Keith A. Anderson Raymond A. Hall
Joseph B. Seibert Dale W. Ogden
William R. Hale Craig L. Trieber
2. The ratification of the appointment of Cross and
Robinson as independent public accountants of
the Company for 1999.
For Against
Abstain
3. Upon such other matters as may properly come
before the meeting and any adjournments thereof.
For Against
Abstain
The undersigned herby revoke all previous proxies to vote at
the Annual Meeting.
THIS PROXY, WHEN EXECUTED WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS HEREON.
IF NO DIRECTION IS MADE, THIS PROXY WHEN
EXECUTED WILL BE VOTED FOR THE ELECTION OF
THE SIX DIRECTORS NAMED IN PROPOSAL 1 AND
FOR PROPOSALS 2,3,4, AND 5 AS SAID AND
PROXIES SHALL DEEM ADVISABLE ON SUCH
OTHER BUSINESSS AS MAY COME BEFORE THE
MEETING.
The undersigned acknowledges receipt of a copy of
the Notice of Annual Meeting and accompanying Proxy
Statement October 12, 1999 relating to the Annual Meeting.
Signature of Shareholder(s)
Social Security Number (s)
The signature(s) hereon should correspond exactly with the name(s) of he
Shareholder(s) appearing on the Stock Certificate. If stock is jointly held,
all joint owners should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such. If Signer is a corporation or partnership please sign the full
corporate or partnership name, and give the title of the signing officer or
general partner.
Date:__________________________________1999
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
IT IS IMPORTANT THAT YOU VOTE.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held November 13, 1999
8:00 A.M.
Doubletree Hotel Warren Place
6110 S Yale
Tulsa, OK 74136
To the Stockholders of Corporate Vision, Inc.:
The annual meeting of stockholders of Corporate Vision,
Inc, an Oklahoma corporation (the "Company"), will take
place at the Doubletree Hotel Warren Place 6110 S Yale
Tulsa, OK 74136 at 8:00 A.M. (local time) for the following
purposes:
1. To elect six directors to serve until the next annual
meeting of stockholders and until their successors
have been duly elected and qualified;
2. To ratify the appointment of Cross & Robinson as
independent auditors for the fiscal year ending
December 31, 1999;
3. To transact such other business as may properly
come before the meeting and any adjournments
thereof.
The Board of Directors has fixed October 22, 1999 as the
record date for determining stockholders entitled to notice of
and to vote at the meeting. A list of those stockholders will
be open for examination at the offices of the Company for a
period of ten days prior to the meeting and also will be
available for inspection at the meeting.
Whether or not you expect to attend the meeting, please
complete, date and sign the enclosed proxy and mail it
promptly in the enclosed envelope in order to ensure
representation of your shares. No postage need be affixed if
the proxy is mailed in the United States.
BY ORDER OF THE BOARD OF DIRECTORS
Raymond A. Hall, Sr., Chairman
Keith A. Anderson, CEO & Director
CORPORATE VISION, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 13, 1999
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Corporate
Vision, Inc. ("CVIA" or "the Company") for use at the
Annual Meeting of Stockholders to be held November 13,
1999, 8:00 a.m. local time, at The Doubletree Hotel Warren
Place, 6110 Yale Tulsa, OK 74136, or any adjournments
thereof (the "Annual Meeting") for the purpose of
considering and voting upon the matters set forth in the
accompanying Notice of Annual Meeting of Stockholders.
October 22, 1999, is the record date for determination of
stockholders of the Company entitled to vote at the Annual
Meeting (the "Record Date"). Each share of the Company's
common stock outstanding (the "Common Stock"), entitles
the holder thereof to one vote on all matters. The holders of
a majority of the Common Stock present in person or
represented by proxy will constitute a quorum for transaction
of business at the Annual Meeting.
This Proxy Statement and the Form of Proxy will be sent to
the Company's Stockholders on or about October 22, 1999.
You may revoke your proxy at any time before it is voted by
executing and filing with the Company a revocation of your
proxy, a subsequently dated proxy or by voting in person at
the Annual Meeting. Shares represented by properly
executed proxies will be voted at the Annual Meeting as
specified, unless such proxies are subsequently revoked as
provided above. If no choice is specified on a valid,
unrevoked proxy, the shares will be voted as recommended
by the Board. Proxies will also authorize the shares
represented thereby to be voted on any matters not known as
of the date of this Proxy Statement that may properly be
presented for action at the Annual Meeting.
ITEM 1. ELECTION OF DIRECTORS
The Bylaws of the Company provide that its Board of
Directors shall consist of not less than one (1) nor more than
seven (7) members as fixed by resolution of its Board of
Directors or shareholders. Directors are elected each year for
one-year terms. The stockholders will elect six directors for
the coming year.
The Board has nominated the current directors, Keith A.
Anderson, Raymond A. Hall, William R. Hale, Joseph B.
Seibert, Dale W. Ogden and Craig L. Trieber for election at
the Annual Meeting for a term expiring at the 2000 Annual
Meeting, and until their successors are elected. Each such
person presently serves as directors of the Company and has
agreed to serve, if elected. If any nominee should refuse or
be unable to serve, the proxy will be voted for such other
person as shall be designated by the Board of Directors to
replace the nominee, but management of the Company has
no knowledge that any nominee will refuse or be unable to
serve.
At the Annual Meeting, the shares of Common Stock
represented by proxies will be voted in favor of (unless
otherwise directed) the election of the nominees named
below. While it is not anticipated, if any nominee is unable
or should decline to serve as a director at the date of the
Annual Meeting, such proxies will be voted for persons
proposed by the Board.
Nominees for Election as Directors to Serve Until Next
Annual Meeting
Directors and Executive Officers
The executive officers and directors of the Company and
their ages are as follows:
Name and Position Age
Raymond A. Hall 62
Chairman of the Board of Directors
Chief Operating Officer
Keith A. Anderson 37
President, Chief Executive Officer & Director
Dale W. Ogden 60
Corporate Treasurer and Director
Craig L. Treiber 53
Secretary of the Board of Directors
Joseph B Seibert 67
Vice Chairman of the Board of Directors
William R. Hale 68
Assistant Secretary of the Board of Directors
Raymond A. Hall has served as Director and Chairman of
the Board since August 1998. Mr. Hall is the President of an
independent investment firm in Tulsa, OK. He has also
served as President and Chairman of various civic
organizations.
Keith A. Anderson joined the Company as President, Chief
Executive Officer and Director in August of 1998. Mr.
Anderson founded Anderson Makati Corporation, an
international oil and gas logistics company, in 1993. He
served as President of Anderson Makati in the past and is
currently Chairman of the Board. From 1986 to 1993 Mr.
Anderson was Vice President of Operations for RTA Inc., an
international industrial, oil and gas, agricultural venture
capital investment group and real estate developer. Mr.
Anderson holds degrees in business and economics from
Baylor University and Texas A&M.
Dale W. Ogden, has served as Director and Treasurer Since
September 1998. Mr. Ogden is President and Owner of
Ogden Incorporated P.C., a public accounting firm. Mr.
Ogden has been involved in the accounting profession for
more than twenty five years and has been serving both public
and private clients in Oklahoma, Arkansas, and Texas for the
past 20 years. Mr. Ogden has a Masters in Accountancy
from Florida State University and a BS from the University
of Tulsa.
Craig L. Treiber has served as a Director and Secretary of
the Board since August, 1998. Mr. Treiber has an extensive
background in domestic and international business
management, administration and technical operations
management. Mr. Treiber has been involved in oil and gas,
industrial marketing, environmental and hazardous waste
service remediation services. He has been involved in many
projects in Central America, Dominican Republic and the
Southwestern United States. Mr. Treiber holds a B.Sc
Degree (with Master credits) in Business with honors and
Distinction in Industrial Administration from the University
of Connecticut.
Joseph B. Seibert has served as a Director since August
1998. Mr. Seibert is retired and private investor. Mr. Seibert
has an extensive background in the oil drilling business, golf
course architecture, and landscaping enterprises. Mr. Seibert
has founded and managed many successful companies in his
fields of expertise. Mr. Seibert has a BS in Petroleum
Geology from the University of Tulsa.
William R Hale has served as a Director since August 1998.
Mr. Hale retired from IBM after 22 years of service after
participating in IBM's marketing, product planning and
Academic Relations areas. Currently Mr. Hale is a Private
Investor, high school teacher and active in Volunteer Work.
Mr. Hale holds an Engineering degree and graduate degree
from Texas A&M.
With the exception of Mr. Anderson, Mr. Hall and Mr.
Ogden, none of the directors are, or have been, employed by
the Company. There are no family relationships between
any directors or executive officers.
The election of the nominees requires the affirmative vote of
a majority of the shares of Common Stock represented at the
Annual Meeting and entitled to vote thereon.
The business of the Company is managed under the direction
of the Board. The Board presently consists of six directors,
three of which are outside members and three of which are
officers of the Company. The Board members will serve
until their successors are elected at the 2000 Annual
Meeting, unless they resign or are removed as provided in
the Bylaws.
Since August of 1998 the Board of Directors has met
approximately once a month each and every month.
In connection with their service on the Board, each director,
including the employee directors, was paid $400 per meeting
or the equivalent of $400 of CVIA common stock at the
current value on the day of the meeting.
At present, the Board of Directors has no standing
committees. The Board may, at its discretion, designate one
or more standing committees as are necessary in the future to
help manage the business and affairs of the Company.
The Board unanimously recommends a vote FOR the
election of each of the nominees listed above.
SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
The following tables show beneficial ownership as of
December 31, 1996 of the Company's Common Stock by, (i)
each person known by the Company to beneficially own
more than 5% of the Company's Common Stock; (ii) each
of the Company's directors; (iii) each named executive
officer of the Company; and (iv) all directors and executive
officers as a group:
Name and Address of Beneficial Owner Shares Owned
Beneficially
Relationship to Registrant Percent of Class
Keith A. Anderson 173,576
C/O Corporate Vision,Inc 4.79%
6130 S Memorial Drive
Tulsa, OK 74133
CEO & Director
Raymond A. Hall 167,008
C/O Corporate Vision,Inc 4.61%
6130 S Memorial Drive
Tulsa, OK 74133
Chairman & COO
Craig L. Treiber 106,508
C/O Corporate Vision,Inc 2.91%
6130 S Memorial Drive
Tulsa, OK 74133
Director
Dale W. Ogden 97,364
C/O Corporate Vision,Inc 2.69%
6130 S Memorial Drive
Tulsa, OK 74133
Director & CFO
Joseph B. Seibert 49,972
C/O Corporate Vision,Inc 1,32%
6130 S Memorial Drive
Tulsa, OK 74133
Director
William R. Hale 47,304
C/O Corporate Vision,Inc 1.31%
6130 S Memorial Drive
Tulsa, OK 74133
Director
EXECUTIVE COMPENSATION
The table below shows information concerning the annual
and long-term compensation for services in all capacities to
the Company earned in excess of $100,000 during the year
ended December 31, 1998 for the Chief Officer and other
executive officers of the Company:
Summary Compensation
No Board Member, Executive or Officer of the company
received compensation in excess of $100,000 in 1998.
RELATED PARTY TRANSACTIONS
Described below are the transactions, or series of similar
transactions, in excess of $60,000 involving the Company
and its officers or directors:
Keith A. Anderson, CEO and Director, has beneficial
ownership of an additional 173,576 shares through Anderson
Makati. These share represent and additional 4.79%. All
shares held my Mr. Anderson where purchased prior to his
becoming an officer or Director of Corporate Vision, Inc.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's executive officers and
directors and persons who beneficially own more than ten
percent of a registered class of the company's equity
securities, to file initial reports of securities ownership of the
Company and reports of changes in ownership of equity
securities of the Company with the Securities and Exchange
Commission ("SEC"). Such persons also are required by
SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, during the fiscal year ended
December 31, 1996, the Company's officers and directors
complied with all applicable Section 16(a) filing
requirements. These statements are based solely on a review
of the copies of such reports furnished to the Company by its
officers and directors and their written representations that
such reports accurately reflect all reportable transactions.
REPORT OF THE BOARD OF DIRECTORS
The Board of Directors, which consists of six directors, three
of which are outside members and three of which are officers
of the Company, establishes the general compensation
policies of the Company and the compensation plans and
specific compensation levels for executive officers. The
Company does not have a separate Compensation Committee
of its Board of Directors. The Company's objective is to
ensure that executive compensation be directly linked to
ongoing improvement in corporate performance and
increasing shareholder value. The following objectives are
guidelines for compensation decisions:
Job Classification. The Company assigns a job grade to each
salaries position, and each job grade has a salary range,
which is based on national salary surveys. These salary
ranges are reviewed annually to determine parity with
national compensation trends, and to ensure that the
Company maintains a competitive compensation structure.
Competitive Salary Base. Actual salaries are based on
individual performance contributions within a competitive
salary range for each position established through job
evaluation and market comparisons. The salary of each
corporate officer is reviewed annually by the Board of
Directors.
Stock Option Programs. The purposes of the Company's
ESOP and SOP are to provide additional incentives to
employees to work to maximize shareholder value. The
ESOP is open to all full-time employees of the Company and
the SOP is open to participation by key employees and other
persons as determined by the Board, based upon a subjective
evaluation of the key employee's ability to influence the
Company's long-term growth and profitability. Stock
options under the ESOP may be granted at the current
market price at the time of the grant or under the SOP at
prices as determined by the Board.
With specific reference to the Chief Executive Officer, the
Board attempts to exercise great latitude in setting salary and
bonus levels and granting stock options. Philosophically, the
Board attempts to relate executive compensation to those
variables over which the individual executive generally has
control. The Chief Executive Officer has the primary
responsibility for improving shareholder value for the whole
Company.
The Board believes that it's objectives of linking executive
compensation to corporate performance results in alignment
of compensation with corporate goals and shareholder
interest. When performance goals are met or exceeded,
shareholders' value is increased and executives are rewarded
commensurately. The Board believes that compensation
levels during 1998/1999 adequately reflect the Company's
compensation goals and policies.
In 1993, the Internal Revenue Code was amended to add
section 162(m), which generally disallows a tax deduction
for compensation paid to a company's senior executive
officers in excess of $1 million per person in any year.
Excluded from the $1 million limitation is compensation
which meets pre-established performance criteria or results
from the exercise of stock options which meet certain
criteria. While the Company generally intends to qualify
payment of compensation under section 162(m), the
Company reserves the right to pay compensation to its
executives from time to time that may not be tax deductible.
ITEM 2. RATIFICATION OF INDEPENDENT
AUDITORS
Cross & Robinson, Certified Public Accountants, audited the
Company's financial statements for the fiscal year ended
December 31, 1998, and the Board of Directors has
appointed that firm to audit the financial statements of the
Company for the year ended December 31, 1999. The Board
wishes to obtain from the stockholders a ratification of the
Board's action in appointing Cross & Robinson, and such
ratification requires the affirmative vote of a majority of the
shares of Common Stock present or represented by proxy
and entitled to vote at the Annual Meeting. The engagement
of Cross & Robinson for audit services has been approved by
the Board. Representatives from Cross & Robinson are
expected to be present at the Annual Meeting and will be
afforded the opportunity to make a statement if they desire to
do so. These representatives will also be available to respond
to appropriate questions.
In the event the appointment of Cross & Robinson, as
independent auditors for fiscal year 1999, is not ratified by
the stockholders the adverse vote will be considered as a
direction to the Board to select other auditors for the
following year. However, because of the difficulty in
making any substitution of auditors so long after the
beginning of the current year, it is contemplated that the
appointment for the fiscal year 1999 will be permitted to
stand unless the Board finds other good reason for making a
change.
VOTING PROCEDURES
The vote required for the election of directors is the
affirmative vote of the majority of votes of the shares
represented at the Annual Meeting. Unless authority to vote
for any director is withheld in the proxy, votes will be cast in
favor of election of all of the nominees. Votes withheld
from election of directors are counted as votes "against"
election of directors. The vote required for the approval of
the stockholders' proposal is the affirmative vote of a
majority of votes of the shares represented at the meeting. If
no vote is marked with respect to any matter, the shares will
be voted in accordance with the Board of Directors'
recommendations. Broker non-votes, if any, will not be
counted as shares present at the meeting in respect of each
matter voted upon. The percent of votes cast as to each
matter is calculated by dividing the number of each of the
votes "for," "against," and "abstaining" by the total number
of shares represented at the meeting. All shares of Common
Stock vote together as one class.
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL
MEETING
Any proposals of stockholders intended to be considered by
the Company for inclusion in the proxy materials for the
2000 Annual Meeting of Stockholders must be received by
the Company by August 31, 2000. Such proposals should be
directed to Corporate Vision, Inc., Attention: Secretary,
6130 S Memorial Drive Tulsa, OK 74133. No stockholder
proposals were received for inclusion in this Proxy
Statement.
OTHER MATTERS
The Company is not aware of any other business to be
represented at the Annual Meeting. However, should any
additional matters properly come before the meeting, it is the
intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best
judgment. The enclosed proxy confers discretionary
authority to take action with respect to any additional matters
which may come before the meeting.
PROXY SOLICITATION
All expenses in connection with solicitation of proxies will
be borne by the Company. In addition to solicitation by
mail, proxies may be solicited personally by telephone,
telecopy or telegraph by Company officers and employees.
Brokers, banks, nominees, fiduciaries and other custodians
will be requested to solicit beneficial owners of shares and
will be reimbursed for their expenses.
ADDITIONAL INFORMATION AVAILABLE
The Company files an Annual Report on Form 10-K with the
Securities and Exchange Commission. Stockholders may
obtain a copy of this report (without exhibits), without
charge, by writing to Corporate Vision, Inc., 6130 S
Memorial Drive Tulsa, OK 74133.
BY ORDER OF THE BOARD OF DIRECTORS
_____________________
Raymond A. Hall, Sr.
Chairman
_____________________
Keith A. Anderson
CEO & Director
Tulsa, Oklahoma
October 13, 1999
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