SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
OUT-TAKES, INC
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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:
(2) Aggregate number of securities to which transactions 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:
Out-Takes, Inc.
3811 Turtle Creek Blvd., Suite 350
Dallas, Texas 75219
Phone: 214-528-8200
October __, 2001
To: All stockholders of Out-Takes, Inc.
From: James Harvey, President
Subject: 2001 Annual and Special Meeting of Shareholders
Dear Shareholders:
This past fiscal year was one of many changes for Out-Takes. In December 2000,
the company completed the acquisition of Atlas Power, Inc. Now, we intend to
implement our long-planned 100-1 reverse split of our share capital.
Enclosed is a copy of our annual report of Form 10K filed with the SEC for the
last fiscal year ended June 30, 2001. I look forward to an upcoming fiscal
year filled with prosperity and success to all of us.
Thank you for your continuing support.
James Harvey
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James Harvey, President
Out-Takes, Inc.
3811 Turtle Creek Blvd., Suite 350
Dallas, Texas 75219
Phone: 214-528-8200
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
October __, 2001
at _____ p.m.
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NOTICE IS HEREBY GIVEN, that the 2001 Annual Meeting of Shareholders of
Out-Takes, Inc., a Delaware corporation ("OUTT"), will be held at the Company's
offices located at ____________________________, for the following purposes:
(1) To approve a 100 for 1 reverse split of common shares of Out-Takes, as
agreed in the acquisition agreement of Los Alamos Energy ("LAE");
(2) To approve the authorized common capital shares of the Company to be
increased to 50,000,000
(3) To change the name of the company to Atlas Energy & Power, Inc;
(4) To re-elect James C. Harvey, as a Director of the Company, and to elect
new Directors; Anthony J. Williams, Eugene F. Bower, Kenneth L. Kinlaw.
(5) To transact such other business as may properly come before the 2001 Annual
Meting and any adjournment thereof.
The Company has fixed the close of business on ______________ as the Record
Date for the determination of Company shareholders entitled to receive notice
of, and to vote at, the Special Meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
James C. Harvey
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James C. Harvey, President
Dallas, Texas
Date: October __, 2001
TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING IN PERSON HAVE THE RIGHT TO
REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON, IF THEY SO DESIRE.
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OUT-TAKES, INC.
PROXY STATEMENT
FOR THE 2001 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER __, 2001
I. INTRODUCTION
The Board of Directors of Out-Takes, Inc., a Delaware corporation (the
"Company"), is soliciting the accompanying Proxy in connection with its 2001
Annual Meeting of Shareholders of the Company to be held at 10:30 am on
November 30, 2001 and any adjournments thereof.
This Proxy Statement, the Notice of Annual Meeting and Proxy Card, are being
mailed to shareholders on or about November 4 __, 2001.
II. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on June
30, 2001, as the record date for the determination of those holders of Common
Stock of the Company entitled to receive notice of, and vote at, the Special
Meeting. Persons who were not shareholders on such date will not be allowed to
vote at the Special Meeting. At the close of business on the record date, there
were ______________ shares of the Company's Common Stock issued and
outstanding. The Common Stock is the only outstanding class of capital stock of
the Company entitled to vote at the Meeting. Each share of Common Stock is
entitled to one vote on each matter to be voted on at the meeting. Holders of
Common Stock are not entitled to cumulative voting rights.
A majority of the shares entitled to vote present in person or represented by
proxy at the Annual Meeting, is required for approval of each of the Company's
four proposals.
Shares of Common Stock that are represented by properly executed proxies,
unless such proxies have previously been revoked, will be voted in accordance
with the instructions indicated in such proxies. If no instructions are
indicated, such common shares will be voted "FOR" approval of each of the four
proposals and in the discretion of the proxy holders for any other matter that
may properly come before the Annual Meeting. If a shareholder abstains from
voting as to any matter, then the shares held by such shareholder shall be
deemed present at the meeting for purposes of determining a quorum, and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. Abstentions, therefore, as
to any proposal will have the same effect as votes against such proposal. If a
broker returns a "non-vote" proxy, indicating a lack of voting instructions by
the beneficial holder of the shares and a lack of discretionary authority on
the part of the broker to vote a particular matter, then in such instance, the
shares covered by such "non-vote" proxy shall be deemed to be present at the
meeting for purposes of determining a quorum, but shall not be deemed to be
represented at the meeting for purposes of calculating the vote required for
approval of such matter.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Special Meeting by filing with the Chief Executive Officer of
the Company, Mr. James C. Harvey, at the address set forth above, a written
revocation of such proxy, or by executing and delivering a duly-executed proxy
bearing a later date, or by simply voting the common shares covered thereby by
separate written ballot to be disseminated at the Special Meeting.
In addition to soliciting proxies by mail, officers, directors and employees of
the Company, without receiving additional compensation therefor, may solicit
proxies personally, or by telephone, telegram or other forms of communication,
including wire facsimile. The Company has not retained a proxy solicitation
firm, and instead, will use its own best efforts to solicit as many proxies as
practicable in the time available before the Special Meeting.
III. PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of June 30, 2001, by: (I) each
current director; each nominee for director, and executive officer of the
Company; (ii) all directors and executive officers as a group; and (iii) each
shareholder who owns more than five percent of the outstanding shares of the
Company's Common Stock. Except as otherwise indicated, the Company believes
each of the persons listed below possesses sole voting and investment power
with respect to the shares indicated.
Name Age Position
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James. C. Harvey 60 Chairman, Director
Anthony J. Williams 00 Director, and Chairman, President,
And Chief Executive Officer elect.
Eugene F. Bower 00 Director
Richard A Gartrell 00 Chief Financial Officer
Secretary, Treasurer
Kenneth L. Kinlaw 37 Director of Out Takes
CEO, Secretary,
President of Atlas Power
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Mr. Harvey is the current Chairman and director of the company. He has served
as President, Chief Executive Officer, Secretary and sole Director of the
Company, from August 1998, and will continue to serve in such capacities until
the Shareholders meeting, after which he will continue to serve as a Director.
He is a practicing attorney at law with emphasis on business, real estate,
banking and finance. Mr. Harvey previously was of Counsel to Ludwick & Anderson
providing legal services for the Resolution Trust Corporation in connection
with the receivership of seven thrifts, and prior thereto was the Managing
Partner of Simpson, Dowd, Kaplan & Moon, where he managed all business affairs
for the firm. He received his B.B.A., Accounting Banking & Finance in 1963, and
J. D. in 1966, both from Southern Methodist University.
Anthony J. Williams was effective September1, 2001 appointed as a Director of
the Company through the filling of a vacancy on the Board of Directors, and has
been appointed to serve as the President and Chief Executive Officer of the
Company effective as of December 1st, 2001. Since 1980 Mr. Williams has been in
an executive position involved in the conceptual design, development,
financing, acquisition, ownership and operation of power production and
cogeneration facilities. Mr. Williams has taken the lead role in the
development and financing of more than a dozen power and cogeneration projects
and has participated in the development of more than twenty.
During his career he has also worked in the design, construction, start- up,
operations and maintenance of oil, gas, biomass and coal- fired power plants
and cogeneration facilities in Europe, Asia, Canada and the United States of
America. He started his post graduate career as a power plant Efficiency
Engineer (Operations) and subsequently worked as a Design Engineer, Start-Up
Engineer, Project Engineer, Project Manager and Vice President (Engineering).
At various times he has been responsible for engineering, contract
negotiations, financing, construction and start-up of numerous Coal Fired, Oil
and Gas Fired projects.
Mr. Williams has a Bachelors degree in Electrical Engineering from London
University. He is a registered professional engineer in California, and a
member of the Association of Energy Engineers.
Mr. Bower is a native of Missouri and holds a degree in Architecture from the
University of Kansas. Mr. Bower is a licensed architect in the state of
California. Co-founder and Principal of Riley Bower, Inc., he has had has had
the responsibilities for overseeing land entitlement and acting as governmental
liaison, development and design of all architecture and land planning,
construction management, and property sales and disposition during the
development years which included construction valued at over $140,000,000.
Recently Mr. Bower has had the responsibilities for all real estate
acquisitions, which since 1998 has included the purchase of four
industrial/office parks in Phoenix, two land development sites in Las Vegas,
and the refinance and rehabilitation of the company's apartment portfolio. Mr.
Bower is currently supervising the growth in our Industrial/Apartment portfolio
and oversees property management services. In addition, Mr. Bower is a Managing
Member of several Sierra Funds (equity funds directed by James Riley).
Mr. Kinlaw has been nominated to serve as a Director of the Company. He is also
the president of Atlas Power, and has served in that capacity since January,
1998. From March, 1996 through January, 1998, he was employed as the principal
engineer of Atlas Engineering. From January, 1995 through March, 1996, he
served as a contract field engineer in Tijeras, New Mexico. From June, 1990
through February, 1995 he was employed by Electro-Test, Inc. as a field
engineer. From May, 1989 through May, 1990, he acted as a project engineer for
MMR Constructors, Inc., and from June, 1985 through April, 1989, he served as
field engineer for Southwest Engineers of Louisiana, Inc. He holds a B.S. in
Electrical Engineering from Louisiana State University, and is a registered
professional engineer in the states of Louisiana and California.
IV. EXECUTIVE COMPENSATION
No executive salaries were paid to officers or directors in the last fiscal
year, and to date in the present fiscal year. The Chairman and director of the
Company, James Harvey, is paid $850 per month for rent of the Company's
offices, and is reimbursed monthly for company telephone expenses. At the time
of Mr. Harvey's retirement from his position as Chairman, President and
Secretary, and his replacement by others, Mr. Harvey will receive 200,000
shares of the Company's common stock, as compensation for his tenure.
The Company has entered into an employment agreement with Mr. Williams,
effective as of October 29, 2001, for an initial period of 3 years, and which,
among other things, provides for a base salary of $120,000 per year and options
to purchase up to 200,000 shares of Common Stock during each year fiscal year
at a 50% discount to the market price of the Company's shares as may be quoted
on an exchange, plus bonuses based on the Company reaching certain milestones
with respect to growth and profitability.
Atlas Engineering has entered into employment agreements with Kenneth L. Kinlaw
and Jody P. Lenihan, which each provide for a base salary of $96,000 per year,
plus a bonus of not less than 10% of the net annual profits of Atlas
Engineering. The initial term of the employment agreements is up to September
30, 2003.
No salaries are being paid at the present time, and will not be paid unless and
until there is available cash flow from operations or additional influx of
capital to pay salaries. There were no grants of options or SAR grants given to
any executive officers during the last fiscal year.
V. PROPOSAL NUMBER ONE - 100-1 REVERSE SPLIT OF COMMON SHARES OF CAPITAL OF
OUT-TAKES, INC.
On August 31, 1998, the Company entered into a Share Purchase Agreement (the
"Acquisition Agreement") whereby the Company acquired (the "Acquisition") of
all the issued and outstanding equity interests in Los Alamos Energy, LLC, a
California limited liability company ("LAE"). The purchase price to be paid for
the equity interests of LAE is Four Million Dollars ($4,000,000), which was
paid by Promissory Notes (the "Notes") to the holders of LAE equity (the
"Equity Holders") calling for interest of ten percent (10%) per annum.
The Acquisition Agreement provides that, in he event the Equity Holders shall
desire to do so, they may convert their indebtedness to common stock of the
Company representing in the aggregate ninety percent (90%) of the issued and
outstanding shares of such common stock as of the date of such conversion. The
Acquisition Agreement provides that it is a condition of the conversion that
the Company effect a reverse stock split of one (1) share for every one hundred
shares (100) shares issued and outstanding as of such date. LAE contemplates
that a significant number of persons currently holding promissory notes and/or
working interests in its electricity production (collectively, "Interest
Holders") will exercise their rights to convert such interests into the equity
of LAE, and subsequently to join in the conversion of the Notes into common
stock of the Company. Presently, management of LAE anticipates that, prior to
the conversion of the Notes and after giving effect to the contemplated reverse
stock split the Company will issue approximately three million (3,000,000)
additional shares of common stock, and that subsequent to completing the
conversion, the Equity Holders will own, in the aggregate, approximately two
million eight hundred eighty thousand (2,880,000) shares of the Company's
common stock, representing ninety percent (90%) of the total amount of common
stock estimated to be issued and outstanding as of the date such conversion
rights are exercised.
The indebtedness represented by the Notes is secured by (a) a Security
Agreement, granting a first lien and security interest upon all of the assets
of the Company; and (b) a pledge of the common stock of the Company held by
Photo Corporation Group Pty Limited, an Australian corporation, which is the
controlling stockholder of the Company. The stock pledge grants the Holders
specific rights under certain circumstances, including the right to receive
distributions made by the Company in respect of its common stock and the right
to vote the pledged shares, for so long as the Notes are in force.
For tax planning purposes, LAE has heretofore on March 21, 2000 formed Merger
Solutions, Inc., ("MSL"), and effective as of October 2, 2000 LAE and MSL have
merged, to the effect that LAE, as the survivor entity has effectively been
reconstituted as a "C" corporation, and 100% membership interests have
effectively been exchanged for 100% of the issued and outstanding shares of
MSL, on a tax exempt basis.
The Holders of the Notes now have elected to convert the Notes to common stock.
Before this can be done, Out-Takes must first effectuate a 1-100 reverse split
of all of its common stock. This means that for every one hundred shares a
shareholder owns in Out-Takes stock, these 100 shares would be converted to 1
share.
If the reverse split is approved by the shareholders, management intends to
issue approximately three million (3,000,000) common shares of Out Takes stock
after the effective date of the reverse split, in order to discharge the four
million ($4,000,000) in Notes held by LAE, and the Company will also issue such
additional shares as may be calculated to discharge the interest which has been
accrued on the Note at 10% per annum, and estimated to be approximately
$1,200,000.
VI. PROPOSAL NUMBER TWO - TO INCREASE THE NUMBER OF AUTHORIZED COMMON CAPITAL
STOCK OF THE COMPANY TO FIFTY MILLION (50,000,000).
The effect of the one for hundred (1 for 100) reverse split as discussed in
Proposal Number One above, will result in the twenty million eight hundred and
seventy seven thousand (20,877,000) shares currently issued and outstanding to
be reduced to two hundred and eight thousand seven hundred and seventy
(208,770) shares, and the reduction of the Company"s authorized shares of fifty
million (50,000,000) to be reduced to five hundred thousand (500,000) shares.
In order for the Company to issue the shares as contemplated in Proposal Number
One, and in order for the Company to issue shares in future, it is necessary
for the Company increase its post-reverse split authorized common capital
shares from five hundred thousand to fifty million (50,000,000) shares.
VI. PROPOSAL NUMBER THREE " TO CHANGE THE NAME OF THE COMPANY TO ATLAS ENERGY
& POWER, INC.
Proposal Number Two calls for shareholders to approve the amendment of the
Company articles of incorporation to change the corporation"s name to Atlas
Energy & Power ("AE&P"), to better reflect the nature of the Company"s
business.
VI. PROPOSAL NUMBER FOUR - ELECTION OF 5 DIRECTORS.
At the Annual Meeting, shareholders will be asked to consider and vote on the
re-election of James C. Harvey, and the election of Anthony J. Williams, Eugene
F. Bower, and Kenneth L. Kinlaw ("nominees") to the Board of Directors. At
each Annual Meeting of Shareholders, directors will be elected to serve for a
one-year term terminating at the 2002 meeting of shareholders, and until their
successors have been duly-elected and qualified.
Unless authority is withheld, the proxy solicited hereby will be voted for the
election the nominees as directors for a term of one year. If, prior to the
meeting, it should become known that any of the Nominees will be unwilling or
unable to serve as directors after the meeting by reason of death, incapacity,
or other unexpected occurrence, the proxies will be voted for such substitute
nominee as is selected by the Board of Directors, or alternatively, not voted
for any Nominee. The Board of Directors has no reason be believe that any of
the Nominees will be unable to serve as directors of the Company. The election
of the aforementioned nominees require the affirmative vote of a majority of
the shares present at the 2001 Annual Meeting, represented either in person or
by proxy.
Biographical Information about the Nominees is set forth above.
COMPENSATION OF OUTSIDE DIRECTORS
There are no independent, or "outside" directors of the Company. Independent
or "outside" directors do not receive cash compensation for attending meetings
of the Board of Directors. All directors are reimbursed for their reasonable
out-of-pocket expenses incurred in connection with attendance at Board meetings
and on any business related to the Company.
There are no family relationships among any of the Company's existing
directors. During the last fiscal year, the Board of Directors held four
meetings. Mr. Harvey, the sole director and director nominee attended all of
the meetings held during the periods for which he has been a director. or
served on a committee or committees of the Board and of committees of which he
ass a member.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
The Company is not aware of any material legal proceedings involving any
director, director nominee, promoter or control person including criminal
convictions, pending or concluded administratively or civil proceedings
limiting one"s participation in the securities or banking industries.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires the Company"s
officers and directors, and persons who own more than ten percent of a
registered class of the Company"s equity securities, to file reports of
ownership and change in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copes of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, during the fiscal year ended March 31, 2001, all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND TRANSACTIONS WITH
MANAGEMENT, DIRECTORS, AND AFFILIATES
The Company rents offices of its President and sole Director, James C. Harvey
on a month-to-month basis at a monthly rental of $850 per month. The Company"s
acquisition agreement to acquire Los Alamos Energy gives Mr. Harvey and other
members of LAE the right to convert the debt the Company owes under the
acquisition agreement to common stock of the Company, which means that, if the
members of LAE decided to convert the debt owed them to common stock, they
would become the owners of 90% of the outstanding common stock of the Company.
There have been no other transactions since the beginning of the fiscal year,
or any current transactions, or series of similar transactions, to which the
Company was or is to be a party, in which the amount involved exceeds $60,000,
and in which any of the officers, or directors, or holders of over 5% of the
Company"s stock have or will have any direct or indirect material interest. The
Company does not currently have any policy toward entering into any future
transactions with related parties.
I. PROPOSAL NUMBER ONE CALLS FOR THE APPROVAL OF A 1 FOR 100 REVERSE SPLIT OF
THE COMMON CAPITAL STOCK OF OUT-TAKES. THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER ONE.
II. PROPOSAL NUMBER TWO CALLS FOR APPROVAL OF AUTHORIZED COMMON CAPITAL STOCK
OF FIFTY MILLION (50,000,000) SHARES. THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER TWO.
III. PROPOSAL NUMBER THREE CALLS FOR THE SHAREHOLDERS TO APPROVE AN AMENDMENT
TO THE ARTICLES OF INCORPORATION TO CHANGE THE CORPORATE NAME. THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER THREE.
IV. PROPOSAL NUMBER FOUR CALLS FOR THE RE-ELECTION OF JAMES C. HARVEY AND THE
ELECTION OF ANTHONY J. WILLIAMS, EUGENE F. BOWER, KENNETH L. KINLAW, A.N.OTHER
AND A.N.OTHER TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER FOUR.
VII. OTHER BUSINESS
No business, other than as set forth herein, is expected to come before the
2001 Annual Meeting. Should any other matter requiring a vote of the
shareholders arise, including any question related to any adjournment of the
meeting, the persons named in the enclosed Proxy will vote thereon according to
their best judgment and in the best interests of the Company and its
shareholders.
VIII. SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and intended
to be presented at the 2001 Annual Meeting of shareholders must be received by
the Company by November __, 2001, to be included in the Company's Proxy
Statement, and related proxy solicitation materials, for the Company's Annual
Meeting of Shareholders for the year ended March 31, 2001.
ANNUAL REPORT TO SHAREHOLDERS: FORM 10-KSB
A copy of the Company"s Annual Report for the year ended March 31, 2000, on
Form 10-KSB accompanies this notice of Meeting and Proxy Statement.
The Company will furnish without charge, to each person whose proxy is being
solicited, and to any shareholder of the Company upon written request of any
such person, a copy of the Company"s Annual Report on Form 10-KSB for the year
ended March 31, 2001, as filed with the Securities and Exchange Commission,
including all financial statements and financial statement schedules thereto.
The Company will also furnish to any such person any exhibit included in the
list accompanying the Form 10-KSB upon payment, in advance, of reasonable fees
related to the Company"s furnishing such exhibits. Requests for copies of such
report, and/or exhibits, should be directed to Mr. James C. Harvey, Chief
Executive Officer, at the Company's principal executive office.
BY ORDER OF THE BOARD OF DIRECTORS
James C. Harvey
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James C. Harvey, Chief Executive Officer
Dallas, Texas
October __, 2001
PROXY
The undersigned shareholder of Out-Takes, Inc. (The "Company") hereby appoints
James C. Harvey, as proxy holder of the undersigned to attend the Annual
general meeting of the Company to be held on ______________________ and any
adjournment thereof with authority to act and vote at the meeting for and on
behalf of the undersigned and directs the proxy holder to vote the common
shares held by the undersigned in respect of the matters indicated below as
follows:
PROPOSAL ONE: TO EFFECT ON FOR 100 REVERSE SPLIT
_______ FOR THE SPLIT RECOMMENDED BY THE BOARD OF DIRECTORS
_______ AGAINST THE SPLIT RECOMMENDED BY THE BOARD OF DIRECTORS
_______ ABSTAIN
PROPOSAL TWO: TO INCREASE THE AUTHORIZED COMMON CAPITAL STOCK
_______ FOR THE INCREASE RECOMMENDED BY THE BOARD OF DIRECTORS
_______ AGAINST THE INCREASE RECOMMENDED BY THE BOARD OF DIRECTORS
_______ ABSTAIN
PROPOSAL THREE: TO CHANGE THE NAME OF THE CORPORATION
_______ FOR THE CHANGE RECOMMENDED BY THE BOARD OF DIRECTORS
_______ AGAINST THE CHANGE RECOMMENDED BY THE BOARD OF DIRECTORS
_______ ABSTAIN
PROPOSAL FOUR: TO ELECT AS DIRECTOR:
JAMES C. HARVEY, ANTHONY J. WILLIAMS, EUGENE F. BOWER, KENNETH L. KINLAW,
A.N.OTHER, A.N.OTHER
_______ FOR ALL NOMINEES RECOMMENDED BY THE BOARD OF DIRECTORS
_______ AGAINST THE RECOMMENDED DIRECTORS
_______ ABSTAIN
PLEASE SIGN AND DATE BELOW
INSTRUCTION: Please sign your name exactly as it appears on your stock
certificate. When shares are held by joint owners, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, give your
full title as such. If a corporation, please sign in full corporate name by the
duly authorized officer. If a partnership, please sign in partnership name by
an authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE
TODAY. THIS REPLACES AND REVOKES ANY OTHER PROXIES YOU MAY HAVE BEEN PRESENTED.
NO POSTAGE IS REQUIRED.
Executed this ____day of _________, 2001.
________________________
________________________
Name of Shareholder
Signature of Shareholder
________________________
________________________
Address (if different from above)
Signature of Shareholder
________________________
________________________
Share Certificate No.
Number of Shares voted