SEC Info - Jordan W Neal - ‘DEFC14A’ on 9/26/01 re: Gundaker/Jordan American Holdings Inc

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Jordan W Neal – ‘DEFC14A’ on 9/26/01 re: Gundaker/Jordan American Holdings Inc

On: Wednesday, 9/26/01 · Accession #: 891554-1-505172 · File #: 0-18974

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/26/01  Jordan W Neal                     DEFC14A                1:63K  Gundaker/Jordan American Hol… Inc Document Techs Inc/FA

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Proxy Final 9-26-01                                   25     90K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Company's Historic Base and Strength, The The Company's Historic Base and Strength
1	1st Page - Filing Submission
8	The Company's Historic Base and Strength

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

 PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [_]                                                     

Filed by a Party other than the Registrant [X]                                  

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 Pursuant to Section 240.14a-11(c) or Section       
240.14a-12                                                                      

JORDAN AMERICAN HOLDINGS, INC.
 ---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

 Wallace Neal Jordan
----------------------------------------------------------
(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:   

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(2) Aggregate number of securities to which transaction applies:      

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(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):    

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(4) Proposed maximum aggregate value of transaction:                  

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(5) Total fee paid:                                                   

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[  ]     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:                                           

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                                                              September 25, 2001

Letter to Shareholders                                                          
To the Shareholders of Jordan American Holdings, Inc.                           

Dear Fellow Shareholders:                                                       

     My name is Wallace Neal Jordan. Jordan American Holdings, Inc. (the
"Company") is named after me.                                                   

     I am soliciting the enclosed proxy in order to, among other things,
nominate a new slate of Directors for the Company at the Annual Meeting of      
Shareholders scheduled for October 4, 2001, and to replace its current          
management.                                                                     

 Important Recent Developments

         As I expect you know, the Company's originally scheduled Annual Meeting
this last May 22nd was canceled for lack of a quorum, which is a threshold      
minimum share representation required by law to conduct any business. What you  
may not know is that the meeting failed to achieve a quorum because Charles R.  
Clark, a Director and officer of the Company, refused to attend the meeting and 
represent the over 550,000 shares of stock he had the right to vote, most of    
which were held by trusts for my children, and because current management at the
last minute solicited revocations of proxies from other shareholders.           

      At first, the meeting was adjourned, which would have meant that the
same shareholders of record would be entitled to vote at the reconvened meeting 
as would have had a right to vote on May 22nd. Within days, the meeting instead 
was canceled.                                                                   

I filed a lawsuit on June 27, 2001, to enjoin the issuance of 
additional voting shares, so that the vote of existing shareholders would not be
diluted. Nonetheless, on August 6, 2001, the record date of the upcoming Annual 
Meeting, and despite the admonitions of the Federal Judge presiding over the    
lawsuit1, the Board of the Company issued 3.1 million shares of voting common   
stock to the Lamb Foundation in conversion of 1.5 million of its shares of      
non-voting preferred stock. The Company received no cash for the shares it      
issued, and even increased the dividend on the remaining shares of preferred, so
that the Lamb Foundation will receive the same total dividends this year and    
next as if it had not converted any shares. As a Director, I objected, but of   
course was out-voted.                                                           

----------------------                                                          
1 See transcript of hearing before the Honorable Henry R. Wilhoit, Jr.,         
United States District Senior Judge for the eastern District of Kentucky, held  
on July 23, 2001, at 10:00 a.m. (the "Transcript"), attached as an exhibit to   
Amendment No. 4 to Schedule 13D of W. Neal Jordan, filled August 20, 2001, at   
page 40: "THE COURT: All right... I am not going to issue any preliminary       
injunction today. I am going to reserve that. But I am going to admonish the    
defendant corporation that between now and whenever I can sort this out I don't 
want any of that stock sold."                                                   

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         According to the Company's Certificate of Incorporation, the non-voting
preferred stock is and was always convertible, but only at the rate of 3.5      
shares of preferred for each share of common. In other words, had the 1.5       
million shares of preferred been converted pursuant to their express terms, they
would have been converted into only some 430,000 shares of Common Stock, not    
over 3 million. I have supplemented my pending lawsuit to prevent counting these
shares in any shareholder votes at the upcoming meeting, but the case has not   
yet been decided.                                                               

 Wallace Neal Jordan

       That's all important background information you should know up front.

         Now, why do I want to remove current management? First, let me tell you
about myself, so that you will understand why I believe my views merit your     
consideration.                                                                  

I have worked in the securities industry since 1966.          

     I founded the Company's principal operating subsidiary in 1972, and
also founded its registered broker dealer in 1986. In 1991, I sold those        
entities to the Company, and became and have been since the principal           
shareholder of the Company. I currently own of record and have the right to vote
over 4,350,000 shares of the Company's Common Stock. Despite the uncertainty    
about whether the shares issued to the Lamb Foundation will be counted at the   
upcoming meeting, I still own of record at least over 30% of the outstanding    
Common Stock.                                                                   

        I have been a Director of the Company since 1993. I also have been the
Chairman of the Board and Chief Executive Officer of the Company, among other   
positions, for most of the period from August 1995 until shortly after the May  
22nd meeting was canceled, when the Board removed me from all operating         
positions. This has resulted in damages to me and, I believe, has subjected the 
clients of Equity Assets who depended on me to manage their accounts, to        
potential damages. My greatest concern has been that, because I have been       
prevented from working for the Company, some or perhaps many clients will move  
their accounts to another firm. That, of course, would hurt the Company and its 
operating results, and therefore each and every one of you.                     

Why I Believe Management Ought to Be Removed

     I believe that current management, headed by Charles Clark and A.J.
Elko, is moving the Company in the wrong direction. Specifically, I believe they
are mistakenly over-emphasizing the IMPACT Total Return Portfolio and other     
mutual fund products managed by others, with whom the Company must share fees.  
In addition, I believe these fund products offer significantly less revenue     
potential to the Company than its historic core business of directly managing   
individual investor accounts. I believe current management has spent too much   
Company money, on personnel and travel and other marketing expenses, seeking to 
build this new line of business. I believe that, as a result, the Company's     
recent financial results have been unsatisfactory, and I believe this has       
adversely affected the share price of the common stock.                         

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         I want to get the Company back on track, and make my millions of shares
and your shares much more valuable.                                             

        Towards that end, I intend to submit proposals to, among other things,
remove A.J.Elko from his position as a Director, and nominate a new slate of    
four Directors. As discussed in more detail under the caption "The Company's    
Historic Base and Strength" in the proxy statement, if my slate of nominees is  
elected, we intend to eliminate unnecessary expenses, and would start by seeking
to transition out of the Company's new, more expensive Lexington Kentucky       
offices. We intend to reduce personnel and related expenses by de-emphasizing   
our marketing of mutual fund products that rely on other money managers. Based  
upon my knowledge of the Company and its operations, gleaned from over a decade 
of involvement with the Company as a senior executive, I believe that this      
course of action is in the best interests of all of the shareholders. Finally, I
intend to resume my role as the Company's chief market technician and account   
manager.                                                                        

   Therefore, I propose that you vote FOR the following nominees for
Director:                                                                       

o    Herald Stout. Mr. Stout served as a Director of the Company from December  
  31, 1999, until May 21, 2001, the day before the canceled Annual Meeting
this past Spring, when he resigned. Mr. Stout has extensive investment
 experience, and was an Investment Advisor Representative and Registered
    Representative with the Company for more than two years, until he became a
Director.                                                             

o    David T. Cecere. Mr. Cecere worked for the Company from November 1, 2000,  
    principally in marketing its services, until his employment was terminated
  with my own this past summer. Mr. Cecere has worked in the insurance and
     real estate brokerage and development businesses, and began his career as a
financial analyst and an accountant.                                  

o    Joseph J. Salzano. Mr. Salzano has been a Vice President of the The Clark's
     Company, an English footwear company, since November 1993. He has more than
thirty years experience in retailing. In addition, he has been an     
  instructor with the Bryant & Stratton Business Institute, Rochester, New
York.                                                                 

o    Stuart F. Gray, Esq. Mr. Gray is an attorney who has maintained his own    
private legal practice in Boston, Massachusetts since 1972 in which he
specializes in real estate matters, including purchase and sale       
transactions, financing transactions, tax relief, public housing and  
zoning.                                                               

      Please read the following Proxy Statement for more information about
these nominees and my other proposals.                                          

      I ask for your support. Please sign and date the enclosed BLUE proxy
card, marking the box to vote FOR the foregoing nominees for Director of the    
Company, and return it in the enclosed envelope. Please vote and return the     
enclosed proxy, even if you intend to attend the Annual Meeting. Please do NOT  
sign or vote the white proxy that has been sent to you by the Company. But if   
you already have, you can REVOKE a management proxy simply by signing           

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and dating the enclosed BLUE proxy, and returning it in the envelope provided.  

    If you have any questions, please feel free to contact me, W. Neal
Jordan, P.O. Box 238 Boxford Massachusetts 01921, phone number (978) 887-0265.  

   I look forward to receiving your support, and hope to meet you in
Lexington, Kentucky, at the Annual Meeting on October 4, 2001.                  

Sincerely,

         /s/ Wallace Neal Jordan

W. Neal Jordan

       PLEASE SIGN, DATE AND RETURN THE ENCLOSE BLUE PROXY CARD IN THE
ENCLOSED ENVELOPE. PLEASE DO NOT USE THE WHITE PROXY OF THE COMPANY, AS THAT    
WOULD REVOKE YOUR VOTE FOR ME AND MY NOMINEES. IF YOU VOTE THE ENCLOSE BLUE     
PROXY CARD, YOU WILL REVOKE ANY PROXY YOU SIGNED ON AN EARLIER DATE FOR THE     
COMPANY. IF YOUR SHARES ARE HELD IN YOUR BROKER'S OR BANK'S NAME, PLEASE CONTACT
THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON  
YOUR BEHALF THE BLUE PROXY CARD. MR. JORDAN URGES YOU TO CONFIRM YOUR           
INSTRUCTIONS IN WRITING TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND TO       
PROVIDE A COPY OF SUCH INSTRUCTIONS TO MR. JORDAN AT THE ADDRESS AND TELEPHONE  
NUMBERS SET FORTH ABOVE, SO THAT MR. JORDAN CAN ATTEMPT TO ENSURE THAT SUCH     
INSTRUCTIONS ARE FOLLOWED.                                                      

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PROXY STATEMENT OF
W. NEAL JORDAN
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
JORDAN AMERICAN HOLDINGS, INC.
IN CONNECTION WITH
A SHAREHOLDER SOLICITATION REGARDING
 THE REMOVAL AND ELECTION OF DIRECTORS

 This Proxy Statement and the enclosed BLUE proxy card are being
furnished to shareholders of Jordan American Holdings, Inc. (the "Company") in  
connection with the solicitation of proxies by W. Neal Jordan for use at the    
Annual Meeting of Shareholders of the Company or at any postponement or         
rescheduling thereof (the "Annual Meeting"). This Proxy Statement and enclosed  
BLUE proxy card are being sent IN OPPOSITION to current management of the       
Company and the proposals in management's Proxy Statement dated September 20,   
2001 (the "Management Proxy Statement").                                        

       The Annual Meeting will be held on Thursday, October 4, 2001, at 2:00
p.m. Eastern Daylight time, in the offices of the Company at 333 West Vine      
Street, Suite 206, Lexington, Kentucky 40507.                                   

       The Board of Directors of the Company has fixed the close of business
on August 6, 2001, as the record date for determining the shareholders of the   
Company entitled to notice of and to vote at the Annual Meeting. Only holders of
record of shares of common stock of the Company, par value $0.001 ("Common      
Stock"), on the record date are entitled to vote at the Annual Meeting. Each    
share of Common Stock is entitled to one vote on the matters that properly come 
before the Annual Meeting.                                                      

        According to the Company, there were 14,217,266 shares of Common Stock
outstanding on the record date. As discussed below, Mr. Jordan has moved in a   
pending lawsuit in the Federal District Court in Lexington, Kentucky2, to enjoin
the vote of 3,100,000 shares of Common Stock issued on the record date.         

        Copies of this Proxy Statement and the BLUE proxy card are intended to
be mailed on or about September 26, 2001. Proxies also may be solicited in      
person or by mail, facsimile, or telephone by W. Neal Jordan and his nominees   
and advisors. Mr. Jordan similarly may solicit the revocation of proxies as     
necessary or advisable to oppose management. Mr. Jordan is bearing the cost of  
this solicitation. To date, these costs, including costs of the associated      
litigation, have aggregated approximately $185,000, and Mr. Jordan anticipates  
additional costs of approximately $30,000. If successful, Mr. Jordan will seek  
reimbursement of these costs from the Company. If unsuccessful, Mr. Jordan will 
bear these costs personally.                                                    

---------------------                                                           
2 Civil Action No. 01-264.                                                      

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         You are urged to sign and date the enclosed BLUE proxy card and mail it
in the enclosed envelope, whether or not you intend to attend the Annual        
Meeting. Unless marked otherwise, proxies will be voted:                        

o    AGAINST management's proposal to remove Mr. Jordan from his position as a  
Director;                                                             

o    FOR THE REMOVAL of A.J. Elko as a Class II Director;                       

o    FOR THE ELECTION of Herald Stout, David T. Cecere, Joseph J. Salzano and   
Stuart F. Gray, Esq., the nominees of Mr. Jordan, as Directors;       

o    AGAINST management's proposal to amend the Company's Articles of           
Incorporation to change the name of the Company;                      

o    AGAINST management's proposal to increase the number of shares reserved for
issuance under the Company's 1991 Stock Option Plan; and              

o    FOR management's proposal to ratify the selection of Spicer, Jeffries & Co.
as the Company's independent auditor.                                 

         PLEASE SIGN AND RETURN THE ENCLOSED BLUE PROXY IN THE ENCLOSED ENVELOPE
AND DO NOT RETURN MANAGEMENT'S WHITE PROXY. YOU WILL REVOKE ANY PROXY YOU HAVE  
GIVEN IF YOU SIGN A LATER DATED PROXY, SO IF YOU ALREADY HAVE RETURNED A        
MANAGEMENT PROXY, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY TO REVOKE IT.   
YOU ALSO MAY REVOKE A PROXY PRIOR TO ITS USE BY ATTENDING AND VOTING AT THE     
ANNUAL MEETING. IF YOU WISH TO REVOKE A PROXY GIVEN TO MR. JORDAN, YOU ALSO MAY 
DO SO BY SENDING HIM A WRITTEN NOTICE AT P.O. BOX 238, BOXFORD, MASSACHUSETTS   
01921.                                                                          

 REASONS FOR OPPOSING MANAGEMENT

     Mr. Jordan has begun this solicitation for proxies in opposition to
current management for several related reasons.                                 

        First, he believes that the Company, under the direction of Charles R.
Clark ("Clark") and A.J. Elko ("Elko"), both Directors and officers of the      
Company, is being managed ineffectively and inefficiently. Mr. Jordan believes  
he has a more effective and realistic vision for the future of the Company.     

         Secondly, and perhaps as important, he believes that the Company, under
the direction of Clark and Elko, has taken actions over the last several months 
that are not in the best interests of the Company or its shareholders. These    
actions, which, together with Clark and Elko's "vision", precipitated this proxy
solicitation by Mr. Jordan, are discussed below under the caption "Background to
the Solicitation ".                                                             

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MR. JORDAN'S VISION FOR THE DIRECTION OF THE COMPANY

         Mr. Jordan has worked in the investment industry since 1966 and founded
the companies, including Equity Assets Management, Inc. ("EAM"), which he       
believes serve as the core of the Company's operations.                         

            Mr. Jordan believes that the Company has been under-performing under
current management. As discussed in more detail below, he believes that the     
Company, under the control and direction of Clark and Elko, has unwisely        
increased expenses, and embarked on a plan that reduces the opportunity for     
revenue growth, all of which has been reflected in poor financial results, with 
the expected negative impact on the price for the Common Stock which closed at  
$0.10 on September 20, 2001. During the six month period ended June 30, 2001,   
the closing price of the Common Stock ranged from $0.20 to $0.05. This compares 
to a range of from $0.42 to $0.13 during the same period for the prior year.3   
Moreover, The Company had a net loss for the six months ended June 30, 2001 of  
($819,489) compared to net income of $498,859 for the same period in 2000.4 Mr. 
Jordan believes that this evidences the failure of the Company to protect       
shareholder value. To enhance shareholder value, he believes that the Company   
must cut overhead and expenses, and return to emphasizing the historic base of  
its operations. Of course there can be no guarantee that, even if Mr. Jordan is 
successful in implementing his strategy, shareholder value will increase.       

      Because current management has refused Mr. Jordan's suggestions, and
has continued to emphasize the marketing of mutual fund products, Mr. Jordan    
believes that they are unwilling to effect the necessary changes in the         
Company's operations and direction. In light of the recent developments         
discussed below, which detail some of the steps Clark and Elko recently have    
taken that Mr. Jordan believes are imprudent, Mr. Jordan has concluded that it  
is necessary to remove Clark and Elko from their positions as decision makers   
for the Company.                                                                

The Company's Historic Base and Strength                      

      The historic base of the Company's revenues and profits has been its
very successful management of equity securities investment portfolios in        
individual accounts through its EAM subsidiary, 5 which was founded by Mr.      
Jordan in 1972 and sold to the Company in 1991.                                 

----------------------                                                          
3 Item 5 "Market for Common Equity and Related Stockholder Matters", of the     
Company's Form 10-KSB for the fiscal year ended December 31, 2000 (the "2000    
10-KSB"), filed on April 2, 2001.                                               

4 Item 2 "Management's Discussion and Analysis", of the Company's Form 10-QSB   
for the Quarter ended June 30, 2000, filed on August 14, 2001.                  

5 According to Nelson's "World's Best Money Managers" 2000, EAM, for the period 
ended December 31, 1999, ranked: 9th out of 84 composites/funds in 10-year      
annualized returns for U.S. Small-cap Equity; 8th out of 37 composites/funds in 
10-year annualized returns for U.S. Small-cap Growth Equity; 11th out of 91     
composites/funds in three-year annualized returns for U.S. Small-cap Growth     
Equity; 17th out of 473 composites/funds in one year returns for U.S. Growth    
Equities; 20th out of 1,284 composites/funds in one-year returns for U.S. Equity
(all Styles); 2nd out of 104 composites/funds in one quarter returns for U.S.   
Small-cap Growth Equity; and 7th out of 1,292 composites/funds in one quarter   
returns for U.S. Equity (All Styles).                                           

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   About 70% of these individually managed accounts provide EAM with
incentive fees equal to 20% of the realized and unrealized gains in the         
accounts6. The opportunity and potential for significant fee income and revenues
from these incentive fee accounts when they are effectively managed is evident. 
The remaining approximately 30% of these individually managed accounts pay a    
fixed percentage of assets fee of approximately 1.9% annually. EAM managed      
approximately $38,000,000 in assets in these individual accounts at December 31,
2000, and the fees from these accounts still provide the largest portion of the 
Company's revenues.                                                             

    According to Nelson's "America's Best Money Managers" - 1994, EAM,
under the direction of Mr. Jordan, ranked No. "1" for composites/funds under    
$100 million in 10-year annualized returns, at 26.23%, in the U.S. Equity (All  
Styles) category. EAM's more recent results remain impressive7, although Mr.    
Jordan believes EAM had disappointing results in 2000, as did many funds in that
year's difficult market environment.                                            

  Despite Mr. Jordan's and EAM's proven track record over the last
fifteen years, Clark and Elko instead have caused the Company to promote and    
emphasize the IMPACT Total Return Portfolio (the "Portfolio"), a relatively     
small mutual fund begun in June 1997. The Company receives a net fixed          
management fee of only 0.65% per year of average net assets under management in 
the portfolio (a gross fee of 1.25%, from which a fee of 0.60% of average net   
assets must be paid to a sub-advisor), or about one-third of the rate at which  
fees are payable to EAM for fixed fee individually managed accounts. Despite    
extensive marketing expenses behind the Portfolio, including devoting personnel 
to serving as "wholesalers" to promote and sell the Portfolio, the net assets   
under management were only $4,000,000 at December 31, 20008.                    

         Mr. Jordan believes that it is not in the best interests of the Company
to over-emphasize a product line that yields less revenue than individually     
managed EAM accounts and that might compete with EAM for the invested funds of  
the Company's clients. Mr. Jordan believes that it is in the best interests of  
the shareholders to return primary emphasis to the core business represented by 
EAM's management of individual investment portfolios, and reduce the emphasis on
the Portfolio, with its higher expenses and smaller, shared fixed fees.         

 Mr. Jordan also believes that the Company must cut expenses and
overhead to improve its results and enhance shareholder value. For example,     
salary, travel and marketing expenses for the fiscal year ended December 31,    
2000 increased to approximately $880,000 from about $665,000 for the prior      
fiscal year, and Mr. Jordan believes that a significant portion of these        

-----------------------                                                         

6 "Item 1, "Business - Operations" of the                                       
2000 10-KSB.                                                                    

7        See footnote 5.                                                        

8 According to recent public releases by the Company, assets "gathered" into the
Portfolio in 2001, through the end of July, amount to about $2,000,000. However,
according to Yahoo! Finance, as of September 5, 2001, the net assets under      
management in the Portfolio only increased by approximately $260,000 from those 
reported as of December 31, 2000. Therefore, it is unknown whether the assets   
reported as "gathered" by the Company are net of assets transferred out of the  
Portfolio during such period.                                                   

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DEFC14A 10th Page of 25 TOC 1st Previous Next ↓Bottom Just 10th
expenses were attributable to the promotion of the Portfolio. 9 Also, the       
Company's principal executive offices were moved from Steamboat Springs,        
Colorado, to more expensive quarters in Lexington, Kentucky, which move, Mr.    
Jordan believes, was unwarranted. Mr. Jordan believes that overhead of the      
Company can and should be cut, including by de-emphasizing the Portfolio and    
closing the Lexington office, in order to preserve the Company's assets.        

BACKGROUND TO THE SOLICITATION

        Mr. Jordan believes that the Company, under the direction of Clark and
Elko, has taken actions over the last several months that are not in the best   
interests of the Company or its shareholders. These actions, which, together    
with Clark and Elko's "vision", precipitated this proxy solicitation by Mr.     
Jordan, are discussed below.                                                    

Clark and Elko's "Vision"                                     

      Sometime in 1999, Clark and Elko began to emphasize the Portfolio, a
mutual fund begun in June 1997. The Portfolio's funds are managed by others, not
by the Company. All fees are shared with the "sub-advisor" who actually manages 
the fund.10 The Company thus does not have direct responsibility for or control 
over the funds invested, and thus need not depend on an experienced investment  
professional, like Mr. Jordan.                                                  

         In the Spring of 2001, Mr. Jordan became concerned over the emphasis on
and expense of marketing the Portfolio, the high overhead and expenses of the   
Lexington office, and the Company's poor financial results. He discussed his    
concerns with Clark and Elko, and was asked to give the Portfolio another few   
months to prove itself.                                                         

         Shortly thereafter, Elko proposed to sell EAM to Mr. Jordan in exchange
for his shares of Common Stock. To Mr. Jordan's knowledge, this plan had not    
previously been discussed or presented to any of the then Directors of the      
Company, other than Clark and Elko. Since EAM always has been the principal     
source of revenue and profits for the Company, Mr. Jordan did not understand how
the Company could then continue to survive, and he asked Elko to put the        
proposal in writing.                                                            

  On May 14, 2001, Elko traveled to Massachusetts to meet with Mr.
Jordan, even though Mr. Jordan insisted that any business could be conducted    
over the phone without wasting the Company's money on the expense of the trip.  
At that meeting, Elko presented a written plan to redeem Mr. Jordan's shares of 
Common Stock in exchange for EAM.                                               

         Mr. Jordan rejected this proposal out of hand. A quick review confirmed
his concerns that the proposal, while beneficial to him personally, would not be
in the best interests of the public shareholders of the Company. It seemed clear
to Mr. Jordan that if the Company were                                          

--------------------------                                                      
9 See "Consolidated Statement of Operations -                                   
Operating Expenses" in the 2000 Form 10-KSB. Based on Mr. Jordan's personal     
knowledge as a former senior executive of the Company, Mr. Jordan believes a    
significant portion of this increase was due to the fact that at least one new  
employee was hired exclusively to market the Portfolio at a cost of             
approximately $50,000, exclusive of related travel and entertainment expenses.  

10 See footnote 4.                                                              

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stripped of its core operations it would not have sufficient cash flow from its 
remaining operations to survive long, particularly in light of the relatively   
high expenses of those remaining operations in relation to the revenues they    
generated. The proposal did, however, reinforce his concern about the poor      
judgment of Clark and Elko.                                                     

      Shortly after this May 14th meeting, Clark called Mr. Jordan and was
told, in substance, that Mr. Jordan questioned the ability and good judgment of 
Clark and Elko.                                                                 

         These concerns and questions persisted and troubled Mr. Jordan over the
ensuing week.                                                                   

The Aborted Annual Meeting                                    

        The Annual Meeting of the Company previously was scheduled for May 22.
It began on time at 10:00 a.m.                                                  

      When the vote was called, Mr. Jordan decided he had no choice but to
vote the 33.5% of the outstanding shares owned by him against the slate of      
directors that had been proposed by Clark (who was up for re-election) and Elko.

   Upon conclusion of the vote, Elko announced that a quorum was not
present and adjourned the Annual Meeting until May 29, 2001. This surprised Mr. 
Jordan, because according to North American Transfer Co., the transfer agent for
the Common Stock, enough proxies had been submitted so that a quorum was        
exceeded by more than 650,000 shares of Common Stock.                           

         It appears that at 9:59 a.m. local time, Clark revoked the proxy he had
delivered as trustee for 550,600 shares owned by trusts for the benefit of Mr.  
Jordan's children, as well as a proxy for 1,000 shares he himself owned. In     
addition, it appears Clark and Elko solicited the revocation of duly executed   
proxies delivered by other shareholders. A revocation purportedly was received  
at 9:43 a.m. local time of proxies for an additional 200,405 shares owned by M. 
Clare Gilchrist, Jr., a management nominee for director.                        

       For approximately two hours after the meeting was adjourned, Elko and
Clark continued to attempt to persuade Mr. Jordan to accept their offer to sell 
him EAM. Mr. Jordan continued to refuse.                                        

       Later in the day on May 22nd, Elko summoned Mr. Jordan to his office.
Clark was present, and Elko announced that the meeting constituted a Special    
Meeting of the Board. Elko and Clark voted to remove Mr. Jordan, then the       
Chairman and Chief Executive Officer of the Company, from all his positions as  
an officer of the Company and its affiliates.                                   

     On May 30, 2001, at another Special Meeting of the Board, which Mr.
Jordan did not attend, Clark and Elko elected Gerald L. Bowyer and Richard      
Williams, a representative of The Kirkland S. and Rena B. Lamb Foundation (the  
"Lamb Foundation"), to fill vacancies on the Board of Directors resulting from  
the resignation of Herald Stout on the day before the canceled                  

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Annual Meeting, and the resignation of Ms. Terri W. Abady, a director who was   
not standing for re-election who had resigned on May 28, 2001.                  

         Mr. Stout is a nominee of Mr. Jordan and has agreed to again serve as a
Director.                                                                       

         Finally, on May 25, 2001, the Company issued a press release announcing
that the Annual Meeting would not be reconvened, and that a new Annual Meeting  
with a new solicitation would be scheduled later in the year.                   

      If the adjourned Annual Meeting had been reconvened, the same record
date would have applied, and the same shareholders of record would have had the 
right to vote. Mr. Jordan believed that a new record date was being planned so  
that Clark and Elko and their appointees to the Board could issue additional    
shares of Common Stock. The result of any such issuance would be to dilute the  
vote of all existing shareholders, and thereby, affect the vote at the new      
Annual Meeting.11                                                               

The Pending Litigation                                        

       Therefore, on June 27, 2001, Mr. Jordan filed an action in the United
States District Court for the Eastern District of Kentucky (Civil Action No.    
01-264) against the Company, Clark and Elko (the "Pending Litigation"), and     
moved for a preliminary injunction seeking to enjoin the Company, among other   
things, from issuing shares of Common Stock or any other securities with voting 
rights. Mr. Jordan also sought to have Clark removed as trustee of the trusts   
for Mr. Jordan's children, which own 550,600 shares of Common Stock; Clark has  
since resigned.                                                                 

        The motion was to be heard on July 2, 2001, but was put off until July
23, 2001, because the defendants agreed, among other things, not to issue shares
of voting capital stock pending the hearing.                                    

         At the July 23rd hearing, the Court considered the dilution to the vote
and interests of shareholders of the Company if previously authorized but       
unissued shares of Common Stock were issued prior to an annual meeting of       
shareholders. Among other things, the Court said:                               

               "[T]here should not be any sales of these authorized shares
until this matter is taken  care of." 12                      

                "I am not going to issue any preliminary injunction today. I
    am going to reserve that. But I am going to admonish the defendant
       corporation that between now and whenever I can sort this out I don't
want any of that stock sold." 13                              

--------------------------                                                      
11 Indeed, the Company, Clark and Elko admit that the issuance of common stock  
to the Lamb Foundation dilutes the vote of all stockholders, and was done to    
affect the vote at the Annual Meeting, which they believe is justified. See     
Memorandum in Opposition to Plaintiffs' Motion for Injunctive Relief served     
August 17, 2001 in the Pending Litigation.                                      

12   Transcript at page 30.                                                     

13  See footnote 1.                                                             

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       The Court noted that there had been no reason to support the issuance
of additional shares due to undercapitalization of the Company.14 Counsel for   
the Company, Clark, and Elko, represented to the Court that (i) the Company had 
no current intention of issuing more shares of Common Stock15, and (ii) there   
were no documents that would indicate that the Lamb Foundation, the owner of all
outstanding shares of the Company's non-voting convertible preferred stock, had 
a present intention to convert the preferred stock.16                           

        The Court also made clear that the Company was not to adjust the $3.50
per share conversion price of the 3,500,000 shares of non-voting preferred      
stock17, which according to their terms, as established by an amendment to the  
Company's Certificate of Incorporation, were convertible into an aggregate of   
1,000,000 shares of Common Stock.                                               

     Despite these clear admonitions, merely two weeks later, on Monday,
August 6, 2001, the record date for the upcoming Annual Meeting, the Board of   
Directors of the Company approved (i) issuing 3.1 million shares of Common Stock
in exchange for only 1.5 million shares of preferred stock, and (ii) increasing 
the dividend rate on the remaining shares of preferred stock owned by the Lamb  
Foundation for the remainder of 2001 and 2002. Clark, Elko and Mr.              

-----------------------                                                         
14 Transcript at page 37, "THE COURT: There has been no allegation that this    
corporation is undercapitalized that I have heard from this point."             

15 Transcript at, for example, pp. 44 to 45, [discussing the issuance of        
authorized but unissued shares of Common Stock] "THE COURT: All right. You      
started to give me a direct answer, and then you hedged it. And do what? What   
would your position be [if the Company issued additional shares]? MR. SCOTT     
(Counsel for Clark in his individual capacity as trustee of the trusts for      
Jordan's children): That we would have to take the corporation to task, Your    
Honor. THE COURT: That's right. Now, did you hear what Mr. Scott said?" MS.     
MCCLELLAND (counsel for the Company): Yes, Your Honor. You know what the problem
is, Your Honor? The company has no plans to do this. There is no secondary offer
drafted. It hasn't been drafted." (Transcript at page 44) "MS. MCCLELLAND: We   
don't have any plans to. THE COURT: Then why did you -- where do you practice in
Florida? MR ZEMEL (counsel for the Company): Yes, Your Honor. THE COURT: Where? 
MR. ZEMEL: Ft. Lauderdale. THE COURT: Well, why did you come up here all the way
from Ft. Lauderdale to tell me to issue a preliminary injunction is wrong when  
as a matter of practical matter this stock couldn't be sold between now and     
August 8th [the record date for the Annual Meeting] anyway? MR. ZEMEL: The      
answer is, Judge, that the company -- I don't know, when you say the company    
can't. I know the company has no immediate plans." (Transcript at page 45)      

16 Transcript at page 51, "THE COURT: Do you have any documents that would      
indicate that the Lamb Corporation (sic, means Foundation) had a present intent 
to convert? MS. MCCLELLAND: Not that I know of, no."                            

17 "THE COURT: All right. Now, how many shares of common would the three million
(sic, actually 3.5 million) preferred get? MS. MCCLELLAND: I believe, Your      
Honor, it is a three to one. So they have three-and-a-half million preferred    
shares, and they could convert that on a third. So look at it as a third, so    
they get approximately 1.1-1/2 common shares - THE COURT: Million common? MS    
MCCLELLAND: - common shares if they pay $3.50 to convert." (Transcript at page  
50) "MS. GREENWELL: Of course, your Honor, the board, which is now Mr. Elko and 
Clark and a representative of the Lamb Foundation, would have the ability to    
change that [the conversion rate] absent some order from this Court. THE COURT: 
Well, if he did -- I would just like to know what he looked like." (Transcript  
at page 51)                                                                     

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Bowyer voted for this transaction, Mr. Jordan voted against, and Mr. Williams,  
the representative of the Lamb Foundation, recused himself.                     

         The issuance to the Lamb Foundation of the 3.1 million voting shares in
exchange for only 1.5 million shares of non-voting preferred, was done          
notwithstanding the fact that all 3.5 million shares of the preferred, in       
accordance with their original terms, were convertible into only 1 million      
shares. According to their original terms, the 1.5 million shares of preferred  
stock should have been converted into less than 430,000 shares of Common Stock, 
not over 3 million. This was done pursuant to a transaction in which the Company
received no cash for the shares. Moreover, the Lamb Foundation will be entitled 
to receive increased semi-annual dividends on the shares of preferred stock it  
has retained so that it will receive precisely the same dividend income through 
2002 as it would have received if it had not converted any shares.              

    Accordingly, on August 7, 2001, the day after the Board issued the
shares to the Lamb Foundation, Mr. Jordan filed a motion for a preliminary      
injunction in the Pending Litigation to enjoin the voting of these 3.1 million  
shares. That motion remains pending.                                            

THE PROPOSALS TO BE ACTED ON AT THE ANNUAL MEETING

        The following proposals are, to Mr. Jordan's knowledge, the matters to
be acted upon at the Annual Meeting:                                            

1.  Removal of Neal Jordan as a Director                      

        This proposal has been presented by management of the Company, and Mr.
Jordan recommends that you vote AGAINST this proposal.                          

 Mr. Jordan's attributes and his vision for the Company, and the
contrasting vision of current management, are discussed above, and explain why  
Mr. Jordan believes it is necessary that he remain in a position of authority to
affect the future of the Company.                                               

       However, management has made a series of allegations about Mr. Jordan
in Management's Proxy Statement. Mr. Jordan believes that he must respond to    
what he views as the most egregious of these allegations.                       

         The Management Proxy Statement alleges that Mr. Jordan has plans to use
the Company's funds to wager on sporting events. This allegation has been       
offered as the basis both for management's proposal to remove Mr. Jordan from   
the Board of Directors and for virtually all of the actions of Clark and Elko   
that have been challenged in the Pending Litigation.                            

       Mr. Jordan emphatically disputes the statement attributed to Mr. Elko
in Management's Proxy that Mr. Jordan suggested the Company should use its funds
for betting on sports games. Both Mr. Jordan and Mr. Elko did request that legal
counsel preliminarily explore the legality of a controlled sports betting       
investment program,18 however, there was never any suggestion that              

------------------------------                                                  
18 See Affidavit of Harry Beatty, dated September 25, 2001, which can be        
obtained at no cost by contacting Mr. Jordan.                                   

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even one dollar of the Company's funds should be put at risk in this manner.    
Such an idea, which would have required approval of the Board of Directors in   
order to be implemented, was explored and dismissed as inappropriate within a   
two week time period back in early Spring of 2001.                              

      In fact, to lay this issue to rest in the Pending Litigation so that
the true substantive issues could be addressed, Mr. Jordan, through his counsel,
unconditionally offered to subject himself to a permanent injunction to the     
effect that he would not "cause or permit JAHI, directly or indirectly, to use  
any of its funds, or any clients funds invested with JAHI, for sports wagering  
or other betting, or in any manner to invest those funds illegally." However,   
counsel for Clark and Elko rejected this offer.19                               

The Court for the Pending Litigation has previously noted the 
hollowness of the gambling issue. As the presiding Federal Judge stated at the  
July 23, 2001 hearing, "Now, let me set your mind at ease. I think that after   
this lawsuit has been filed and the information has been gleaned, I think your  
sports betting issue has gone a glimmering. I don't think [Mr. Jordan] would    
ever attempt to take corporate money to Las Vegas and bet on sporting events.   
Now, I just - I just don't believe that is going to happen."20                  

       Mr. Jordan believes his record speaks for itself. He founded EAM, the
principal operating subsidiary of the Company, and was the President of Equity  
Assets Management and the Chief Investment Officer as well as the Chairman of   
the Board of the Company until June of this year. Mr. Jordan hopes that the     
personal attacks made by management throughout their solicitation materials will
not distract shareholders from the important substantive issues at stake in the 
upcoming Annual Meeting.                                                        

        Mr. Jordan recommends that you vote AGAINST the proposal to remove him
as a Director.                                                                  

2.   Removal of Elko as a Class II Director                   

     Again, the contrasting visions of Mr. Jordan and current management
have been discussed above. Mr. Jordan does not believe that Elko would be       
willing or capable of supporting the "new" direction, returning the Company to  
its profitable roots, that he has                                               

----------------------                                                          
19 See exhibits to Affidavit of Karen J. Greenwell, Esq., dated August 23, 2001,
filed in the Pending Litigation in support of Plaintiffs' Reply to Defendants'  
Opposition to Motion for Injunctive Relief.                                     

20  Transcript at page 39.                                                      

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proposed. He therefore believes that the Elko, whose term otherwise would expire
in 2003, must be removed.                                                       

Mr. Jordan recommends that you vote FOR this proposal.        

3.       Election of Directors                                

   The Company's Articles of Incorporation provide that the Board be
divided into three classes, with all Directors in each class serving staggered  
three-year terms or until their respective successors are qualified and elected.

         Mr. Jordan is a Class I Director, re-elected in 1999 to serve until the
2002 Annual Meeting of Shareholders. As disclosed above, in "Background to the  
Solicitation; The Pending Litigation," Mr. Jordan is a party to the Pending     
Litigation and has asserted claims against the Company.                         

     Herald Stout and David Cecere have been nominated by Mr. Jordan for
election as Class II Directors, to serve until the 2003 Annual Meeting of       
Shareholders, or until their respective successors are elected or appointed.    

     Joseph Salzano and Stuart F. Gray, Esq., have been nominated by Mr.
Jordan for election as Class III Directors, to serve until the 2004 Annual      
Meeting of Shareholders, or until their respective successors are elected or    
appointed.                                                                      

         Set forth below is information concerning each of Mr. Jordan's nominees
for election as a director.                                                     

Name Business Address                 Principal Occupation              Age     

Herald Stout                          Investment Management              40     
P.O. Box 772371                                                                 
Steamboat Springs, CO 80477                                                     

David T. Cecere                       Marketing                          39     
790 Turnpike Street                                                             
North Andover, MA                                                               

Joseph Salzaro                        Vice President, Sales              64     
156 Oak Street                        Clark Co.                                 
Newton Upper Falls, MA  02464                                                   

Stuart F. Gray, Esq.                  Attorney                           59     
29 Commonwealth Avenue                Law Offices of Stuart Gray                
Boston, MA 02116                                                                

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    Herald Stout served as a Director of the Company from December 31,
1999, until he resigned on May 21, 2001, the day prior to the canceled annual   
meeting of shareholders of the Company that led to this solicitation. Mr. Stout 
was an Investment Advisor Representative with the Company and a Registered      
Representative of IMPACT Financial Network, Inc from June 4, 1997 to December   
31, 1999. During that time, he traded options and securities perceived to have a
strategic advantage based on volatility. Mr. Stout is a principal of Vantage    
Capital Corporation, for which he has managed real estate investments for more  
than the last five years. Mr. Stout received his Bachelor of Science Degree in  
Finance from the College of Business at Virginia Tech in 1983.                  

         David T. Cecere worked for the Company from November 1, 2000, until his
employment was terminated this past Summer in conjunction with management's     
disputes with Mr. Jordan. Mr. Cecere principally marketed the services of EAM   
and solicited new accounts. From July 1995 until November 1, 2000, Mr. Cecere   
was self-employed in the insurance and commercial real estate brokerage         
business. Prior thereto, Mr. Cecere had been employed as an accountant for The  
Boston Company and as a financial analyst for the Bank of Boston. Mr. Cercere   
graduated from the College of the Holy Cross in 1985 with a B.A. in sociology.  

     Joseph Salzano has been Vice President of Retail Operations for The
Clarks Companies, an English footwear concern, for more than the past five      
years. He has more than thirty years' experience in retailing, including as     
Director of Retail Operations for The Rockport Company. Mr. Salzano has         
conducted motivational and business seminars throughout North America, and has  
been a guest speaker at national and regional footwear shows. In addition, he   
has been an instructor with the Bryant & Stratton Business Institute, Rochester,
New York. Mr. Salzano's experience in marketing and selling, and in motivating  
others, is expected to benefit the Company's marketing of its services and      
products.                                                                       

Stuart F. Gray, Esq. has been a practicing attorney in Boston,
Massachusetts since receiving his J.D. from the New England School of Law in    
1968. Since 1972, following four years of service as Assistant Corporation      
Council for the City of Boston, he has maintained his own private legal practice
in which he specializes in real estate matters, including purchase and sale     
transactions, financing transactions, tax relief, public housing and zoning. Mr.
Gray graduated in 1965 from Syracuse University with a B.A. in political        
science. As of August 2001, Mr. Gray has replaced Clark as the trustee of the   
trusts for the benefit of Mr. Jordan's children.                                

         As set forth on Appendix I attached hereto, with the exception of
Mr. Jordan, none of the nominees engaged in any transactions in securities of   
the Company during the past two years. Except as stated herein, no nominee or   
any of their associates has any agreement or understanding with respect to      
future employment by the Company and no such person has any agreement or        
understanding with respect to any future transactions to which the Company will 
or may be a party. Appendix 1 also sets forth certain information with respect  
to Mr. Jordan's and the nominees' beneficial ownership of Common Stock.         

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Director Compensation                                                           

           According to the Management's Proxy, beginning in 2001, the Company
pays each non-employee Director of the Company $1,000 per quarter for regular   
Board meetings, $250 for each special Board meeting attended and $250 for each  
committee meeting attended. In addition, pursuant to the Company's 1991 Stock   
Option Plan, as amended (the "Plan"), mandatory grants of options to purchase   
the following number of shares of the Company's Common Stock are to be awarded  
to Directors on an annual basis: 12,500 shares for serving as a Director; 1,250 
shares for serving on one or more committees, and 1,250 for serving as Chairman 
of one or more committees. Under the Plan, all options granted to Directors (i) 
have a maximum term of ten years from date of grant, (ii) have a minimum        
exercise price of 100% of the fair market value of the Company's common stock on
the date of grant and (iii) vest immediately upon the date of grant.            

Employment Arrangements                                                         

         Although Mr. Jordan has not entered into any written agreement to
such effect, it is expected that, if Mr. Jordan's nominees are elected, Mr.     
Jordan will enter into an employment agreement with the Company. However, the   
actual terms of any such employment agreement would depend upon the financial   
condition of the Company and will be subject to the approval of the Board of    
Directors of the Company. In addition, it is expected that Mr. Cecere, a nominee
for director, will become a marketing executive for the Company, if Mr. Jordan's
nominees are elected.                                                           

          Except as described herein, no nominee nor any of their associates
(i) has engaged in or had a direct or indirect interest in any transaction or   
series of transactions since the beginning of the Company's last fiscal year or 
in any currently proposed transaction, to which the Company or any of its       
subsidiaries is a party, where the amount involved was in excess of $60,000, or 
(ii) borrowed any funds for the purpose of acquiring or holding any securities  
of the Company or is presently, or has within the past year, a party to any     
contract, arrangement or understanding, with any person with respect to         
securities of the Company.                                                      

          Each of the Nominees has delivered a written consent to Mr. Jordan
consenting to his nomination and agreeing to serve as a director of the Company 
if so elected.                                                                  

      Mr. Jordan recommends that you vote FOR the election of his proposed
nominees.                                                                       

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         4. Amendment to the Articles of Incorporation to Change the Name of the
Company.                                                                        

       The Company has proposed to change the name of the Company to "IMPACT
Holdings, Inc." Mr. Jordan believes this was proposed, even before current      
management sought to oust him, in order to distance the Company from him and his
importance to the Company's success. Because Mr. Jordan is committed to working 
hard on behalf of all shareholders to return the Company to greater             
profitability, this change is unnecessary.                                      

Mr. Jordan recommends that you vote AGAINST this proposal.    

  5. Increase the number of shares reserved for issuance under the
Company's 1991 Stock Option Plan.                                               

        The Company has proposed to amend the Company's 1991 Stock Option Plan
to increase to 4,000,000 from 2,000,000 the number of shares of Common Stock    
reserved for issuance pursuant to options. If approved, options for these shares
could be granted by the Board of Directors, in its discretion without further   
shareholder review or approval, into friendly director or employee hands, which 
would have the effect of increasing management's voting control over the        
Company, much in the same manner that the issuance of 3,100,000 previously      
authorized but unissued shares of Common Stock to the Lamb Foundation on the    
record date for the Annual Meeting will affect the vote at that meeting. While  
stock options are a legitimate compensation tool, until you are sure that       
current management has been voted out, Mr. Jordan believes it is inadvisable to 
grant the Board control over more shares.                                       

Mr. Jordan recommends that you vote AGAINST this proposal.    

6.       Ratification of Selection of Independent Auditors    

         The Company requests that you approve the selection of Spicer, Jeffries
& Co. ("Spicer") as the Company's independent auditors.                         

     Mr. Jordan has no basis at this time to believe that Spicer has not
acted and will not continue to act independently and competently in this role.  
Mr. Jordan believes that in fact continuing the services of Spicer may          
facilitate his transition back into the position of actively managing the       
Company. Spicer may, for example, be helpful in understanding policies          
implemented and actions taken by the current management, and how they were      
accounted for from a financial perspective.                                     

       Mr. Jordan recommends that you vote FOR the approval of the selection
of Spicer.                                                                      

 VOTING AND QUORUM AT THE ANNUAL MEETING

       The Board of Directors of the Company has fixed the close of business
on August 6, 2001, as the record date for determining the shareholders of the   
Company entitled to notice of                                                   

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and to vote at the Annual Meeting. Only holders of record of shares of Common   
Stock on the record date are entitled to vote at the Annual Meeting. Each share 
of Common Stock is entitled to one vote on the matters that properly come before
the Annual Meeting.                                                             

        According to the Company, there were 14,217,266 shares of Common Stock
outstanding on the record date. A quorum for the transaction of business at the 
Annual Meeting is constituted by a majority. Therefore, based upon the foregoing
number of outstanding shares, the presence, in person or by proxy, of 7,108,634 
shares of Common Stock at the Annual Meeting will constitute a quorum.          

       The election of Directors will be by a plurality of votes cast,
either in person or by proxy, at the Annual Meeting. The approval of the        
proposals covered by this Proxy Statement, other than the election of Directors,
will require an affirmative vote of the holders of a majority of the shares of  
Common Stock of the Company voting in person or by proxy at the Meeting.        

As discussed above, under the caption "Background; The Pending
Litigation", Mr. Jordan has moved in a Pending Litigation to enjoin the voting  
of the 3,100,000 shares of Common Stock issued on the record date to the Lamb   
Foundation.                                                                     

 HOW TO VOTE

         You may vote your shares by attending the Annual Meeting, or by filling
out, signing and dating the enclosed BLUE proxy card and mailing it in the      
enclosed envelope. You are urged to execute and return the enclosed BLUE proxy, 
even if you intend to attend the Annual Meeting. Proxies will be voted in       
accordance with your direction.                                                 

Unless marked otherwise, proxies will be voted:               

o    AGAINST management's proposal to remove Mr. Jordan from his position as a  
Director;                                                             

o    FOR the removal of A.J. Elko as a Class II Director;                       

o    FOR the election of Herald Stout, David T. Cecere, Joseph J. Salzano and   
Stuart F. Gray, Esq., the nominees of Mr. Jordan, as Directors of the 
Company;                                                              

o    AGAINST management's proposal to amend the Company's Articles of           
Incorporation to change the name of the Company;                      

o    AGAINST management's proposal to increase the number of shares reserved for
issuance under the Company's 1991 Stock Option Plan; and              

o    FOR management's proposal to ratify the selection of Spicer, Jeffries & Co.
as the Company's independent auditor.                                 

         Unless you mark the proxy to withhold authority, the proxy holders will
vote your shares covered by the proxy in their discretion with respect to any   
other matters that properly come before the Annual Meeting or any adjournment or
rescheduling thereof.                                                           

   If your shares are held for you by a bank or brokerage firm, your
broker cannot vote your shares unless he or she receives your specific          
instructions. Please call your bank or broker and instruct your representative  
to vote the blue proxy card in accordance with the recommendations contained in 
this Proxy Statement.                                                           

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YOUR VOTE IS IMPORTANT

        Your vote is important. No matter how many or how few shares of Common
Stock you own, please sign, date and mail the enclosed blue proxy card today in 
the provided envelope so that Mr. Jordan will receive it before the October 4th 
meeting.                                                                        

      If you have already returned a Board of Directors' proxy card before
receiving this proxy statement, you have every right to change your vote by     
signing and returning the enclosed BLUE proxy card. Only your latest dated      
properly executed proxy will count at the annual meeting. Make certain that your
most recent proxy is Mr. Jordan's BLUE proxy.                                   

ADDITIONAL INFORMATION

         The Company's proxy statement contains additional information regarding
the Company's nominees for election to the Board, the other directors and       
officers of the Company, committees of the Board, and the eligibility           
requirements for shareholder proposals intended to be submitted at the Company's
2002 annual meeting of shareholders. In addition, shareholders can obtain       
additional information by contacting W. Neal Jordan, at P.O. Box 238 Boxford    
Massachusetts 01921, phone number (978) 887-0265.                               

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Appendix 1       SUPPLEMENTAL NOMINEE AND OTHER INFORMATION                   

Set forth below is (a) the name and business address of each of the participants
and their associates in the solicitation made pursuant to this Proxy Statement, 
and (b) the dates, types and amounts of each participant's purchases and sales  
of the Company's securities within the past two years. The only participants are
the director nominees and Neal Jordan.                                          

Name and                                                        Number of       
Business Address                Date of Transaction        Securities Purchased 
Neal Jordan                                                                     
P.O. Box 238                                                            
Boxford, MA  01921........        8/4/01                    696,000 (1) 
                              7/27/01                     10,000
                              7/27/01                     10,000
                              7/26/01                     20,000
                              7/26/01                     15,000
                              7/24/01                     45,000
                              5/16/01                     47,000
                              5/22/01                     10,000
                              5/21/01                     10,000
--------------------                                                            
(1) These shares were acquired upon the exercise of an option held by Mr.       
Jordan.                                                                         

VOTING SECURITY OWNERSHIP OF
 NEAL JORDAN AND THE DIRECTOR NOMINEES

         Based on the Company's proxy statement, there were 14,217,266 shares of
the Company's common stock outstanding as of the record date. The number of     
shares beneficially owned Mr. Jordan and the nominees for directors as of August
6, 2001, the record date for the Annual Meeting, are as set forth in the table  
below. Neal Jordan and each director nominee has the sole power to vote and to  
dispose, or to direct the disposition of, his or her shares of the Company's    
stock.                                                                          

Name                           Number of Shares         Percentage of Class     
----                           ----------------         -------------------     
Neal Jordan                     4,836,483 (1)                  32.9%            
Herald Stout                      90,750 (2)                     *              
David T. Cecere                      -0-                         --             
Joseph J. Salzano                    -0-                         --             
Stuart F. Gray (2)               550,600 (3)                    3.8%            
--------------------------------------                                          
*  Less than one percent                                                  

(1)  Includes 334,095 shares issuable upon exercise of IPO Underwriter's        
    warrants and stock purchase warrants included therein owned by Mr. Jordan;
42,500 shares issuable upon exercise of public warrants owned by Mr.  
     Jordan; and 109,232 shares issuable upon exercise of options granted to Mr.

17

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Jordan. Excludes 550,600 shares held in certain irrevocable trusts    
established for Mr. Jordan's children, as to which trusts Mr. Jordan  
    recently appointed a new trustee after the resignation of Charles R. Clark
as the trustee.                                                       

(2)  Includes 16,250 shares issuable upon exercise of options granted to Mr.    
  Stout, 10,000 shares owned by an entity in which Mr. Stout has a 12.555%
    ownership interest, 1,000 shares owned by his wife's individual retirement
  account ("IRA"), 4,000 shares owned by his father's IRA and 4,500 shares
   owned by his mother's IRA. Mr. Stout disclaims any beneficial interest in
the shares owned by those three IRAs.                                 

(3)  Consists of 550,600 shares of which Mr. Gray is the trustee for certain    
trusts established for Mr. Jordan's children.                         

18

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PROXY CARD

THIS PROXY IS BEING SOLICITED ON BEHALF OF NEAL JORDAN
 AND IS NOT BEING SOLICITATED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints W. Neal Jordan, as proxy, with the power to     
appoint his substitute, and hereby authorizes him to represent and to vote as   
designated below, all of the shares of Common Stock of Jordan American Holdings,
Inc. held on record by the undersigned on August 6, 2001 at the Annual Meeting  
of Shareholders to be held on October 4, 2001 in Lexington, Kentucky, or any    
adjournment or rescheduling thereof.                                            

1.       REMOVAL OF NEAL JORDAN AS A DIRECTOR                                   

               For  /____/       Against  /____/           Abstain  /____/

2.       REMOVAL OF ELKO AS A CLASS II DIRECTOR                                 

               For  /____/       Against  /____/           Abstain  /____/

3.       ELECTION OF DIRECTORS                                                  

INSTRUCTION:                                                  

List of Nominees is as follows:                               

Herald Stout              Class II Director 
David Cecere              Class II Director 
Joseph Salzaro            Class III Director
Stuart F. Gray, Esq.      Class III Director

For all nominees listed above: /____/                         

Withhold authority to vote all nominees listed above: /____/  

        To withhold authority to vote for any individual nominee, please write
their name(s) in the following space.                         
_____________________________________________________         

 PLEASE COMPLETE THE REVERSE SIDE OF THIS PROXY BEFORE MAILING

DEFC14A Last Page of 25 TOC 1st Previous Next ↓Bottom Just 25th
        4.       AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME
OF THE COMPANY.                                                                 

               For  /____/       Against  /____/           Abstain  /____/

        5.       INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE
COMPANY'S 1991 STOCK OPTION PLAN                                                

               For  /____/       Against  /____/           Abstain  /____/

6.       RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS    

               For  /____/       Against  /____/           Abstain  /____/

        7.       In their  discretion,  the proxies are  authorized to vote on
such other business as may properly come before the meeting.                    

The undersigned hereby revokes any other proxy or proxies heretofore given to   
vote or act with respect to the shares of common stock of the Company held by   
the undersigned, and hereby ratifies and confirms all action that the herein    
named attorneys and proxies, their substitutes, or any of them have taken or may
lawfully take by virtue hereof.                                                 

This proxy, when properly executed, will be voted in the manner directed herein 
by the undersigned shareholder. If no direction is made, this proxy will be     
voted FOR proposals 2, 3, and 6; and AGAINST proposals 1, 4, and 5.             

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:   _________________________, 2001                                        

                               -----------------------------------
                                                      (Print Name)

                               -----------------------------------
                                                       (Signature)

                                ----------------------------------
                                      (Signature, if held jointly)

Please mark, sign, date and return this proxy card promptly, using the enclosed 
envelope.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFC14A’ Filing	Date	First	Last	Other Filings

	10/4/01	2	24	DEF 14A, DEFC14A
Filed on:	9/26/01	6		PRRN14A
	9/25/01	2	14	PRE 14A, PREC14A, PRRN14A
	9/20/01	6	8	DEF 14A, DEFA14A, DEFC14A
	9/5/01	9		DFRN14A, PREC14A
	8/23/01	15
	8/20/01	2		DFAN14A, SC 13D/A
	8/17/01	12
	8/14/01	8		10QSB
	8/7/01	14
	8/6/01	2	24	4, 4/A
	7/23/01	2	15
	7/2/01	12
	6/30/01	8		10QSB
	6/27/01	2	12
	5/30/01	11
	5/29/01	11
	5/28/01	12
	5/25/01	12
	5/21/01	4	17
	5/14/01	10
	4/2/01	8		10KSB40
	12/31/00	8	9	10KSB40
	11/1/00	4	17
	6/30/00	8		10QSB
	12/31/99	4	17	10KSB40
	6/4/97	17
				List all Filings

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Filing Submission 0000891554-01-505172 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Jordan W Neal – ‘DEFC14A’ on 9/26/01 re: Gundaker/Jordan American Holdings Inc

On: Wednesday, 9/26/01 · Accession #: 891554-1-505172 · File #: 0-18974

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents