To: Jim Johnson who wrote (27043 ) 3/17/1999 9:18:00 PM From: JustMy2Cents Read Replies (1) | Respond to of 27968
I received my proxy in the mail today from brokerage firm, Pershing (Division of DLJ Securities Corp.) Here are a few inconsistencies regarding this proxy mailing: 1.)The top of the form specifically states, FIRAMADA, INC. ANNUAL MEETING TO BE HELD ON 04/07/99 AT 09:30 A.M. PDT FOR HOLDERS AS OF 02/05/99 ". -- What happened to holders of shares as of December 31, 1998? 2.) The cover page of the proxy states, "Shareholders of record of the Company's common stock at the close of business December 31, 1998, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the meeting " -- This is not in agreement with the actual proxy vote form. It does, however, match that of the BusinessWire press release dated 3/4/99. 3.) Page 2 of the proxy statement has the date January 26, 1999 yet it has the new annual meeting date of April 7, 1999. Additionally, In the last paragraph it mentions, "The approximate date on which The Proxy Statement and form of proxy were mailed to the shareholders was March 1, 1999. ". -- This is incredibly poor editing/reviewing of the proxy. 4.) Paragraph 3 on page 3 regarding cumulative voting, "The company's Articles of Incorporation allows for cumulative voting with respect to the nomination of directors. Accordingly, every shareholder entitled to vote shall be entitled to cumulate his votes by giving one nominee for election to the Board of Directors as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principal among any number of such candidates. A shareholder intending to cumulate votes shall give written notice of his intention to the Secretary of the Company on or before the meeting of the shareholders. All shareholders may cumulate their votes if any shareholder gives written notice. " -- Arif owns at least 14,426,00 shares(potentially 26,926,000 if the 12,500,000 are not cancelled) multiplied by 5! Arif can cumulate his votes to himself and not the other directors nominated. This is 72,130,000 (potentially 134,630,00)votes for himself!!! I will go over the matter to be voted upon and their detrimental impact of FiraMada common stock shareholders in another posting. Take no prisoners, FSAAA!!! Regards, JM2C