EXHIBIT 99.1
PROXY NORTH ATLANTIC ACQUISITION CORP--PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 26, 1999
The undersigned Stockholder(s) of NORTH ATLANTIC ACQUISITION CORP., a
Delaware corporation ("NAAC"), hereby appoints David J. Mitchell and C. Thomas
McMillen, or either of them, with full power of substitution and to act without
the other, as the agents, attorneys and proxies of the undersigned, to vote the
shares standing in the name of the undersigned at the Annual Meeting of
Stockholders of NAAC to be held on February 26, 1999 and at all adjournments
thereof. This proxy will be voted and will be voted in accordance with the
instructions given below. If no instructions are given, this proxy will be voted
FOR all of the following proposals.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF NAAC.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
SEE REVERSE SIDE
/X/ Please mark your votes as in this example.
FOR AGAINST ABSTAIN
1. To approve the merger agreement, dated / / / / / /
August 18, 1998, as amended December 3,
1998, providing for the merger of Moto Guzzi
Corp., with and into NAAC, with NAAC
continuing as the surviving corporation.
2. To approve an amendment to the certificate / / / / / /
of incorporation to change of corporate name
to "Moto Guzzi Corporation."
3. To approve an amendment to the certificate / / / / / /
of incorporation to increase the authorized
capital stock of NAAC.
4. To approve an amendment to the certificate / / / / / /
of incorporation to classify the board of
directors into three classes serving
staggered terms.
5. To approve an amendment to the certificate / / / / / /
of incorporation to provide that two-thirds
of the outstanding stock or the affirmative
vote of a majority of the board of directors
is required to amend or repeal the by-laws.
6. To approve an amendment to the certificate / / / / / /
of incorporation to provide that two-thirds
of the outstanding stock is required to fill
a vacany in the board of directors if not
filled by the remaining members of the board
of directors.
7. To approve an amendment to the certificate / / / / / /
of incorporation to provide that members of
the board of directors may be removed only
for cause and only by action of the board of
directors or the vote of two-thirds of the
outstanding stock.
8. To approve an amendment to the certificate / / / / / /
of incorporation to provide that officers
and directors be indemnified except in
certain circumstances as required by law.
9. Election of the following Directors:
FOR all nominees WITHHOLD AUTHORITY
listed below except to vote for all
as marked to the nominees listed
contrary below below
/ / / /
Gianni Bulgari and Frank J. O'Connell (Class
I), William Spier, Emanuel Arbib and Peter
Hobbins (Class II), and Howard E. Chase,
Mark S. Hauser and David J. Mitchell (Class
III) (If Proposal 4 above is approved, the
directors will serve in the classes
indicated.)
INSTRUCTIONS: To withhold authority to vote
for any individual nominee, write that
nominee's name in the space below.
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10. To approve the 1998 Stock Option Plan and / / / / / /
1998 Stock Plan for Outside Directors:
11. To approve an amendment to the certificate / / / / / /
of incorporation to recapitalize each share
of NAAC Class B Common Stock into two shares
of NAAC Class A Common Stock and two NAAC
Class A Warrants.
12. In their discretion, the proxies are / / / / / /
authorized to vote upon such other business
as may come before the meeting or any
adjournment thereof.
I plan on attending the annual meeting of / /
stockholders.
Date_______, 1999 Signature_____________ Signature if held jointly____________
Please sign exactly as name appears above. 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.