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 [X] Filed by a Party other than the Registrant [ ] 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 Rule 14a-12
ACROSS
AMERICA REAL ESTATE CORP.
(Name
of
Registrant as Specified in Its Charter)
___________________________________________________________
(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)(1) and
0-11.
(1)
Title
of each class of securities to which transaction applies:
___________________________________________________
(2)
Aggregate number of securities to which transaction 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:
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[
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paid previously with preliminary materials:
[
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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
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1
ACROSS
AMERICA REAL ESTATE CORP.
NOTICE
OF ANNUAL MEETING
and
PROXY
STATEMENT
2006
ACROSS
AMERICA REAL ESTATE CORP.
NOTICE
OF
ANNUAL MEETING OF STOCKHOLDERS
To
be
held OCTOBER 26, 2006
TO
THE
STOCKHOLDERS OF ACROSS AMERICA REAL ESTATE CORP.:
You
are
cordially invited to the 2006 Annual Meeting of Stockholders of ACROSS AMERICA
REAL ESTATE CORP., which will be held at our corporate offices, 1660 Seventeenth
Street, Suite 450, Denver, Colorado 80202, on OCTOBER 26, 2006, beginning at
10:00 a.m., local time. The Annual Meeting will be held for the following
purposes:
1.
To
elect four members to our Board of Directors, each to hold office until the
2007
Annual Meeting and until his or her successor is elected and
qualified;
2.
To
amend our Articles of Incorporation to permit the adoption of shareholder
resolutions by less than unanimous consent;
3.
To
consider, approve and ratify the 2006 Incentive Compensation Plan;
4.
To
consider, approve and ratify the appointment of Cordovano and Honeck, P.C.
as
our independent auditors for the fiscal year ending December 31, 2006;
and
5.
To
transact such other business as may properly come before the meeting or any
postponements or adjournments of the meeting.
Our
Board
of Directors has fixed October 2, 2006 as the record date for the determination
of stockholders entitled to notice of and to vote at the Annual Meeting and
any
postponements or adjournments of the meeting, and only stockholders of record
at
the close of business on that date are entitled to this notice and to vote
at
the Annual Meeting. A list of stockholders entitled to vote at the Annual
Meeting will be available at the meeting and at our offices for ten days prior
to the meeting.
We
hope
that you will use this opportunity to take an active part in our affairs by
voting on the business to come before the Annual Meeting, either by executing
and returning the enclosed Proxy Card or by casting your vote in person at
the
meeting.
| |
|
BY
ORDER OF THE BOARD OF DIRECTORS |
| ANN L. SCHMITT | ||
| President | ||
Denver,
Colorado
OCTOBER
13, 2006
STOCKHOLDERS
UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE REQUESTED TO DATE AND SIGN
THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A STAMPED ENVELOPE IS ENCLOSED
FOR
YOUR CONVENIENCE. IF A STOCKHOLDER RECEIVES MORE THAN ONE PROXY CARD BECAUSE
HE
OR SHE OWNS SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY CARD
SHOULD BE COMPLETED AND RETURNED.
ACROSS
AMERICA REAL ESTATE CORP.
1660
Seventeenth Street, Suite 450
Denver,
Colorado 80202
(303)
893-1003
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
OCTOBER
26, 2006
This
Proxy Statement is furnished to the stockholders by the Board of Directors
of
ACROSS AMERICA REAL ESTATE CORP., for solicitation of proxies for use at the
2006 Annual Meeting of Stockholders to be held at our corporate offices, 1660
Seventeenth Street, Suite 450, Denver, Colorado 80202, on OCTOBER 26, 2006,
at
10:00 a.m., local time, and at any and all adjournments of the
meeting.
The
purpose of the Annual Meeting and the matters to be acted upon are set forth
in
the following Proxy Statement. As of the date of this Proxy Statement, our
Board
of Directors knows of no other business which will be presented for
consideration at the Annual Meeting. A stockholder giving a proxy pursuant
to
this solicitation may revoke it at any time before it is exercised by submitting
a duly executed proxy bearing a later date or by delivering to our Secretary
a
written notice of revocation prior to the Annual Meeting, or by appearing at
the
meeting and expressing a desire to vote his or her shares in person. Subject to
such revocation, all shares represented by a properly executed proxy received
prior to or at the Annual Meeting will be voted by the proxy holders whose
names
are set forth in the accompanying proxy in accordance with the instructions
on
the proxy. If no instruction is specified with respect to a matter to be acted
upon, the shares represented by the proxy will be voted "FOR" the election
of
the nominees for director and "FOR" each other matter set forth in this Proxy
Statement. If any other business properly comes before the meeting, votes will
be cast in accordance with the proxies in respect of any such other business
in
accordance with the judgment of the persons acting under the proxies.
It
is
anticipated that the mailing to stockholders of this Proxy Statement and the
enclosed proxy will commence on or about October 13, 2006.
Only
stockholders of record at the close of business on the record date of October
2,
2006 are entitled to notice of and to vote at the Annual Meeting. At that date
there were 16,036,625 outstanding shares of our common stock, par value $.001
per share, our only outstanding voting securities. At the Annual Meeting, each
share of common stock will be entitled to one vote
The
representation, in person or by properly executed proxy, of the holders of
a
majority of the voting power of the shares of stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum for the transaction of
business at the meeting. Stockholders are not entitled to cumulate their votes.
Abstentions and broker non-votes (shares held by a broker or nominee which
are
represented at the Annual Meeting, but with respect to which such broker or
nominee is not empowered to vote on a particular proposal) are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. In the election of directors, holders of Common Stock are entitled
to elect four directors with the four candidates who receive the highest number
of affirmative votes being elected. Votes against a candidate and broker
non-votes have no legal effect. In matters other than the election of directors,
abstentions have the effect of votes against a proposal in tabulations of the
votes cast on proposals presented to stockholders, while broker non-votes do
not
have any effect for purposes of determining whether a proposal has been
approved.
ABOUT
THE
MEETING AND VOTING
1.
WHAT
IS A PROXY?
It
is
your legal designation of another person to vote the stock that you own. That
other person is called a proxy. If you designate someone as your proxy in a
written document, that document also is called a proxy or a proxy card. Ann
L.
Schmitt, our President and Chief Executive Officer, and James W. Creamer, III,
our Treasurer and Chief Financial Officer, have been designated as proxies
for
the 2006 Annual Meeting of Stockholders.
2.
WHAT
IS THE RECORD DATE AND WHAT DOES IT MEAN?
The
record date for the 2006 Annual Meeting of Stockholders is October 2, 2006.
The
record date is established by our Board of Directors as required by Colorado
law
and our By-laws. Stockholders of record registered stockholders and street
name
holders) at the close of business on the record date are entitled
to:
(a)
receive notice of the meeting; and
(b)
vote
at the meeting and any adjournments or postponements of the
meeting.
3.
WHAT
IS THE DIFFERENCE BETWEEN A REGISTERED STOCKHOLDER AND A STOCKHOLDER WHO HOLDS
STOCK IN STREET NAME?
If
your
shares of stock are registered in your name on the books and records of our
transfer agent, you are a registered stockholder. If your shares of stock are
held for you in the name of your broker or bank, your shares are held in street
name. The answer to Question 15 describes brokers' discretionary voting
authority and when your bank or broker is permitted to vote your shares of
stock
without instructions from you.
4.
WHAT
ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF COMMON
STOCK?
(a)
In
Writing:
All
stockholders of record can vote by mailing in their completed proxy card (in
the
case of registered stockholders) or their completed vote instruction form (in
the case of street name holders).
(b)
In
Person:
All
stockholders may vote in person at the meeting (unless they are street name
holders without a legal proxy).
5.
HOW
CAN I REVOKE A PROXY?
You
can
revoke a proxy prior to the completion of voting at the meeting by:
(a)
giving written notice to our Secretary;
(b)
delivering a later-dated proxy; or
(c)
voting in person at the meeting.
6.
ARE
VOTES CONFIDENTIAL? WHO COUNTS THE VOTES?
We
will
hold the votes of each stockholder in confidence from directors, officers and
employees except:
(a)
as
necessary to meet applicable legal requirements and to assert or defend claims
for or against us;
(b)
in
case of a contested proxy solicitation;
(c)
if a
stockholder makes a written comment on the proxy card or otherwise communicates
his or her vote to management; or
(d)
to
allow the independent inspectors of election to certify the results of the
vote.
7.
WHAT
ARE THE VOTING CHOICES WHEN VOTING ON DIRECTOR NOMINEES, AND WHAT VOTE IS NEEDED
TO ELECT DIRECTORS?
When
voting on the election of director nominees to serve until the 2006 Annual
Meeting of Stockholders, stockholders may:
(a)
vote
in favor of all nominees;
(b)
vote
to withhold votes as to all nominees; or
(c)
withhold votes as to specific nominees.
Directors
will be elected by a plurality of the votes cast.
Our
Board
recommends a vote "FOR" all of the nominees.
8.
WHY
ARE WE AMENDING OUR ARTICLES OF INCORPORATION?
The
Colorado Business Corporation Act currently permits the shareholders of a
corporation to consent to a corporate action on less than a unanimous basis
as
long as such authority is given in the Articles of Incorporation. The corporate
action must still receive the consent of that number of shares which would
have
been required in a regular or special shareholder meeting. In our case, this
means that a majority of our shareholders may take any corporate action by
consent which they would have able to take after a vote in a regular or special
shareholder meeting. Other states, such as Delaware and Nevada, permit
shareholder consents by less than unanimous vote. The Board believes that
shareholders having th authority to take corporate action without the
requirement of unanimous consent will bring efficiencies to the corporate
governance process without affecting shareholder rights. We plan to continue
to
have annual shareholder meetings every year and to use shareholder votes at
meetings as our primary course of shareholder action.
9.
WHAT
ARE THE VOTING CHOICES WHEN VOTING ON THE AMENDMENT TO THE ARTICLES OF
INCORPORATION, AND WHAT VOTE IS NEEDED TO APPROVE?
When
voting on the amendment to the Articles of Incorporation, stockholders
may:
(a)
vote
in favor of the amendment;
(b)
vote
against the amendment; or
(c)
abstain from voting on the amendment.
The
amendment will be approved if the votes cast "FOR" are a majority of issued
and
outstanding common shares. The Board recommends a vote "FOR" the amendment
to
the Articles of Incorporation.
10.
WHAT
ARE THE VOTING CHOICES WHEN VOTING ON THE APPROVAL OF THE 2006 INCENTIVE
COMPENSATION PLAN, AND WHAT VOTE IS NEEDED TO APPROVE?
When
voting on the approval of the 2006 Incentive Compensation Plan, stockholders
may:
(a)
vote
in favor of the plan;
(b)
vote
against the plan; or
(c)
abstain from voting on the plan.
The
plan
will be approved if the votes cast "FOR" are a majority of the votes present
at
the meeting. The Board recommends a vote "FOR" the plan.
11.
WHAT
ARE THE VOTING CHOICES WHEN VOTING ON THE RATIFICATION OF THE SELECTION OF
CORDOVANO AND HONECK, P.C., AND WHAT VOTE IS NEEDED TO RATIFY ITS
SELECTION?
When
voting on the ratification of the selection of Cordovano and Honeck, P.C. as
our
independent auditors, stockholders may:
(a)
vote
in favor of the ratification;
(b)
vote
against the ratification; or
(c)
abstain from voting on the ratification.
The
selection of the independent auditors will be ratified if the votes cast "FOR"
are a majority of the votes present at the meeting. The Board recommends a
vote
"FOR" this proposal.
12.
WHAT
IF A STOCKHOLDER DOES NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A
PROXY?
Stockholders
should specify their choice for each matter on the enclosed proxy. If no
specific instructions are given, proxies which are signed and returned will
be
voted FOR the election of all director nominees, FOR the amendment to the
Articles of Incorporation; FOR the approval of the 2006 Incentive Compensation
Plan and FOR the proposal to ratify the selection of Cordovano and Honeck,
P.C.
13.
WHO
IS ENTITLED TO VOTE?
You
may
vote if you owned stock as of the close of business on October 2, 2006. Each
share of our common stock is entitled to one vote. As of October 2, 2006, we
had
16,036,625 shares of common stock outstanding and 517,000 Series A Convertible
Preferred Stock, which is the equivalent of an additional 2,068,000 common
shares, for a total of 18,104,625 voting shares.
14.
WHAT
DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It
means that you have multiple accounts with brokers or our transfer agent. Please
vote all of these shares. We recommend that you contact your broker or our
transfer agent to consolidate as many accounts as possible under the same name
and address. Our transfer agent is Corporate Stock Transfer, Inc., 3200 Cherry
Creek Drive, Suite 430, Denver, Colorado 80209. You can reach Corporate Stock
Transfer, Inc. at (303) 282-4800.
15.
WILL
MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY?
If
your
shares are registered in your name, they will not be voted unless you submit
your proxy card, or vote in person at the meeting. If your shares are held
in
street name, your bank, brokerage firm or other nominee, under some
circumstances, may vote your shares. Brokerage firms, banks and other nominees
may vote customers' unvoted shares on "routine" matters. Generally, a broker
may
not vote a customer's unvoted shares on non-routine matters without instructions
from the customer and must instead submit a "broker non-vote." A broker non-vote
is counted toward the shares needed for a quorum, but it is not counted in
determining whether a matter has been approved.
16.
ARE
ABSTENTIONS AND BROKER NON-VOTES COUNTED?
Broker
non-votes will not be included in vote totals and will not affect the outcome
of
the vote. In matters other than the elections of directors, abstentions have
the
effect of votes against a proposal in tabulations of the votes cast on proposals
presented to stockholders.
17.
HOW
MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?
To
hold
the meeting and conduct business, a majority of the quorum at the shareholder
meeting on OCTOBER 26, 2006 must be present at the meeting. The quorum is
one-third of the issued and outstanding shares entitled to vote at the meeting.
On this date, a total of 16,036,625 shares of our common stock and 517,000
Series A Convertible Preferred Stock, which is the equivalent of an additional
2,068,000 common shares, for a total of 18,104,625 voting shares were
outstanding and entitled to vote.
Shares representing a majority of the quorum present, or approximately 6,035,000
votes, must be present.
Votes
are
counted as present at the meeting if the stockholder either:
(a)
Is
present and votes in person at the meeting, or
(b) Has
properly submitted a proxy card.
The
following table sets forth information as to the shares of our common stock
beneficially owned as of October 2, 2006 by (i) each person known to us to
be
the beneficial owner of more than 5% of our common stock; (ii) each director
and
nominee for director; (iii) each executive officer; and (iv) all of our
directors and executive officers as a group. Unless otherwise indicated in
the
footnotes following the table, the persons as to whom the information is given
had sole voting and investment power over the shares of common stock shown
as
beneficially owned by them. As of October 2, 2006, we had 16,036,625 shares
of
common stock and 17,000 Series A Convertible Preferred Stock, which is the
equivalent of an additional 2,068,000 common shares, for a total of 18,104,625
voting shares outstanding.
|
Name
and Address Beneficial Owner
|
No.
of Common Shares
|
Percentage
of Ownership(1)(2)
|
|
G.
Brent Backman(3)(11)
|
10,672,250
|
66.5%
|
|
1660
17th Street, Suite 450
|
||
|
Denver,
Colorado 80202
|
||
|
BOCO
Investments, LLC(11)
|
-0-
|
-0-
|
|
103
West Mountain Ave.
|
||
|
Fort
Collins, Colorado 80524
|
||
|
Sarmat,
LLC(4)
|
3,290,000
|
20.3%
|
|
1660
17th Street, Suite 450
|
||
|
Denver,
Colorado 80202
|
||
|
Alexander
V. Lagerborg(5)
|
396,000
|
2.5%
|
|
1660
17th Street, Suite 450
|
||
|
Denver,
Colorado 80202
|
||
|
|
||
|
Eric
Balzer(6)
|
225,000
|
1.4%
|
|
1660
17th Street, Suite 450
|
||
|
Denver,
Colorado 80202
|
||
|
Daniel
J. Wilhelm(7)
|
-0-
|
-0-
|
|
1660
17th Street, Suite 450
|
||
|
Denver,
Colorado 80202
|
||
|
Ann
L. Schmitt(8)
|
-0-
|
-0-
|
|
1660
Seventeenth Street
|
||
|
Suite
450
|
||
|
Denver,
Colorado 80202
|
||
|
James
W. Creamer, III(9)
|
300
|
0.001%
|
|
1660
17th Street, Suite 450
|
||
|
Denver,
Colorado 80202
|
||
|
Joni
K. Troska(10)
|
22,000
|
1%
|
|
1660
17th Street, Suite 450
|
||
|
Denver,
Colorado 80202
|
||
|
_________________
|
||
|
All
Officers and
|
11,315,550
|
70.5%
|
|
Directors
as a Group
|
||
|
(seven
persons)
|
__________
(1)
All
ownership is beneficial and of record, unless indicated
otherwise.
(2)
Beneficial owners listed above have sole voting and investment power with
respect to the shares shown, unless otherwise indicated.
(3)
A
total 10,662,500 shares are owned of record by GDBA Investments, LLLP, which
is
controlled by Mr. Brent Backman. Mr. Backman became a Director in March, 2006.
Until his recent appointment to our board of directors, Mr. Backman's role
with
us was as an indirect investor. A total of 10,000 shares are owned in the name
of adult children of the affiliate of this entity, for which it disclaims
beneficial ownership.
(4)
A
total of 2,090,000 of these shares are owned of record. Sarmat, LLC is
controlled by Mr. Brian Klemsz. Mr. Klemsz's only role with us is as an indirect
investor. A total of 1,200,000 shares are owned in the name of family members
of
the affiliate of this entity.
(5)
Includes 185,000 shares owned of record by Mr. Lagerborg and 1,000 shares
owned
of
record by Mr. Lagerborg's family members, for which he disclaims beneficial
ownership. In addition, Mr. Lagerborg has purchased from GDBA RE One,
LLC
a
total of 210,000 shares of our common stock in a private transaction at a
price
of
$.01 per share on February 1, 2004. GDBA RE One, LLC will have the right
to
reacquire these shares for the original purchase price if Mr. Lagerborg
leaves
his employment during the first three years of his employment, subject to
certain
exceptions. If Mr. Lagerborg leaves during the first year, all shares
can
be
reacquired. If Mr. Lagerborg leaves during the second year, 120,000 shares
can be reacquired. And if Mr. Lagerborg leaves during the third year,
60,000
shares can be reacquired. As of October 13, 2006, Mr. Lagerborg was no longer
employed by the Company.
(6)
A
total of 150,000 shares are owned in the name of an affiliated entity. A total
of 75,000 shares are owned in the name of Mr. Balzer's son. Mr. Balzer disclaims
beneficial ownership of these shares.
(7)
Mr.
Wilhelm has an option to acquire a total of 20,000 common shares at the
then-current market price with immediate vesting.
(8)
Ms.
Schmitt has an option to acquire a total of 250,000 common shares at the
then-current market price with a four year vesting, with 62,500 options vesting
each year on the anniversary of her employment.
(9)
Mr.
Creamer has an option to acquire a total of 25,000 common shares at the
then-current market price with immediate vesting.
(10)
Includes 10,000 shares owned of record by Ms. Troska and 12,000 shares owned
of
record by Ms. Troska's husband, for which she disclaims beneficial
ownership.
(11)
On
September 28, 2006, GDBA Investments, LLLP and BOCO Investments, LLC each
acquired 250,000 shares of our Series A Convertible Preferred Stock. The Series
A Convertible Preferred Stock has voting rights on all matters, including the
election of directors. Each share of Series A Convertible Preferred Stock is
the
equivalent of four common shares for voting purposes. As a result, GDBA
Investments, LLLP and BOCO Investments, LLC each have the effective ability
to
vote 1,000,0000 common shares, in addition to any ownership of common shares.
None
of
the minority members of our subsidiaries own five percent or more of
us.
Pursuant
to our Articles of Incorporation, the holders of our common stock may elect
our
four directors. All nominees have advised us that they are able and willing
to
serve as directors. However, if any nominee is unable to or for good
cause will not serve, the persons named in the accompanying proxy will vote
for
any
other person nominated by our Board of Directors.
GDBA
Investments, LLLP and BOCO Investments, LLC each have the right to nominate
a
person to our Board of Directors. GDBA Investments, LLLP and BOCO Investments,
LLC each have each agreed to vote their shares in favor of such nominees. GDBA
Investments, LLLP and BOCO Investments, LLC each have the right to nominate
a
director and each is compelled to vote in favor of such director until the
earlier of (i) the 5th
anniversary of the date on which all Preferred shares are converted, or (ii)
the
date on which such party no longer owns any shares of common stock. Mr. Zimlich
has been nominated by BOCO Investments, LLC to the Board and is expected to
be
elected because the combined common and preferred share ownership of GDBA
Investments, LLLP and BOCO Investments, LLC in our Company exceeds 51%. Mr.
G.
Brent Backman, who is currently a director, has been nominated by GDBA
Investments, LLLP to the Board and is also expected to be re-elected at the
shareholders’ meeting because the combined common and preferred share ownership
of GDBA Investments, LLLP and BOCO Investments, LLC in our Company exceeds
51%.
Otherwise,
no arrangement or understanding exists between any nominee and any other person
or persons pursuant to which any nominee was or is to be selected as a director
or nominee.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE
ELECTION OF THE NOMINEES LISTED BELOW.
The
following table sets forth the names and ages of the nominees of our
Board
of
Directors. Messrs. Lagerborg and Wilhelm are not standing for
re-election.
|
NAME
|
AGE
|
|
Ann
L. Schmitt
|
45
|
|
G.
Brent Backman
|
65
|
|
Eric
Balzer
|
58
|
|
Joseph
C. Zimlich
|
47
|
The
principal occupations for the past five years (and, in some instances, for
prior
years) of each of our directors are as follows:
Ms.
Schmitt has been our President and Chief Executive Officer since August, 2006.
From 2004 to August, 2006, she was President of Aimbridge Lending, a private
company and the country’s second largest auto loan originator and processing
company for small to midsized financial institutions, serving 16 major U.S.
markets. From 2002 to 2004 she led global risk solutions and management at
MasterCard International. From 1984 to 2002 she also had senior leadership
positions with Citibank, US Bank, and Dove Consulting. Ms. Schmitt has a B.S.
from South Dakota State University and an M.B.A. from the University
of
Colorado.
Mr.
Backman joined our Board of Directors in March, 2006. Mr. Backman co-founded
Advanced Energy Industries (NASDAQ: AEIS) in 1981 and had been Vice President
of
Advanced Energy and a Director since its incorporation until December, 1998
when
he retired as an officer of the company. He later retired from Advanced Energy's
Board of Directors in 2003. Mr. Backman helped Advanced Energy differentiate
itself by growing to in excess of $100 million in revenues without any outside
capital until the company went public in 1995. He helped lead the company to
$360 million in annual revenue with 1,498 employees and a market cap of $2.3
billion in the fiscal year 2000. Mr. Backman started his career at Hughes
Aircraft Company, where he rose to the position of Business Manager of a $400
million research lab. He left Huges Aircraft Company to help found Ion Tech,
which was acquired by Veeco Instruments. Mr. Backman has a degree from
California State University, Fullerton.
Mr.
Balzer has been a Director of ours since our inception. He also has served
as a
member of the Board of Directors and Chairman of the Audit Committee of Ramtron
International Corporation (RMTR), a NASDAQ National Market Company which designs
specialized semiconductor products, from September, 1998 to 2004. In
2004,
he
became its Chief Financial Officer. Mr. Balzer was Senior Vice-President of
Operations at Advanced Energy Industries (AEIS)from 1990 to 1999. Prior to
joining Advanced Energy, Mr. Balzer was the Controller and, later, the Material
and Manufacturing Manager of the Colorado Springs facility for International
Business Machines (IBM). In addition to Advanced Energy, he has been a senior
manager in one other successful start-up company, Colorado Manufacturing
Technology, Inc., which was subsequently sold. His experience also includes
financial oversight responsibilities for $1.5 Billion of cost plus construction
programs with Shell Oil Company. Mr. Balzer currently manages his own
residential real estate development and property management companies. These
companies are known as Antares Development,LLC which has been in business since
November, 1997 and Antares Property Management, Inc., which has been in business
since July, 1999.
Mr.
Zimlich is a candidate for Director. He is the Chief Executive Officer of BOCO
Investments, LLC, which is an entity that owns 250,000 shares of our Series
A
Convertible Preferred Stock. In addition, Mr. Zimlich personally owns 17,000
shares of our Series A Convertible Preferred Stock. He is the Chief Executive
Officer of Bohemian Companies, a group of family-owned real estate and private
equity holdings. Bohemian Companies also manages a family office and the
Bohemian Foundation, a family foundation.
Mr.
Zimlich served previously as a manager in mergers and acquisitions and as a
specialist in the not-for-profit and banking industries for an international
accounting firm. Mr. Zimlich has served at the director level for Fortune 500
companies in both the technology and food products industries. He has also
served at the executive level for privately-held companies in the technology
industry as well as for a number of start-up businesses.
Mr.
Zimlich has experience at the board of director level in a variety of
industries, including: technology, semi-conductors, water filtration, banking,
restaurant, and venture-capital funds. He is also currently active on several
Boards including: (1) Colorado State University’s Global Leadership Council, (2)
First Western Trust Bank, (3) EnviroFit - a non-profit working to reduce the
Asian brown cloud and (4) Solix Biofuels - founded to commercialize low-cost
production of biodiesel from algae.
Mr.
Zimlich is active in his community of Fort Collins, Colorado, and had previously
held positions with the Economic Opportunities Advising Committee, Community
Development Block Grant Committee, Discovery Center Children’s Science Museum,
Human Rights Ordinance Task Force, and Leadership Fort Collins.
Mr.
Zimlich graduated from the University of Iowa with a BBA in Accounting. He
is a
Certified Public Accountant (CPA) and a Professional in Human Resources (PHR).
Our
Board
of Directors has approved, subject to stockholder approval at this meeting,
an
amendment to our Articles of Incorporation to permit less than unanimous
shareholder consents in lieu of a shareholder meeting.
The
Colorado Business Corporation Act currently permits the shareholders of a
corporation to consent to a corporate action on less than a unanimous basis
as
long as such authority is given in the Articles of Incorporation. The corporate
action must still receive the consent of that number of shares which would
have
been required in a regular or special shareholder meeting. In our case, this
means that a majority of our shareholders may take any corporate action by
consent which they would have able to take after a vote in a regular or special
shareholder meeting. Other states, such as Delaware and Nevada, permit
shareholder consents by less than unanimous vote. The Board believes that
shareholders having the authority to take corporate action without the
requirement of unanimous consent will bring efficiencies to the corporate
governance process without affecting shareholder rights. We plan to continue
to
have annual
shareholder meetings every year and to use shareholder votes at meetings as
our
primary course of shareholder action.
Our
Board
of Directors has approved an amendment to our Articles of Incorporation to
permit less than unanimous shareholder consents in lieu of a shareholder
meeting.
The
Board
recommends a vote FOR this proposal.
No
executive officer, director or any member of these individuals' immediate
families or any corporation or organization with whom any of these individuals
is an affiliate is or has been indebted to us since the beginning of our last
fiscal year.
There
are
no family relationships among our executive officers and directors.
As
of the
date of this Proxy Statement, there are no material proceedings to which any
of
our directors, executive officers, affiliates or stockholders is a party adverse
to us.
Our
Board
of Directors is responsible for establishing broad corporate policies and for
overseeing our overall management. In addition to considering various matters
which require Board approval, the Board provides advice and counsel to, and
ultimately monitors the performance of, our senior management.
We
have
established no Committees. Our Board of Directors performs as our Audit
Committee.
The
Board, its committees and our management strive to perform and fulfill their
respective duties and obligations in a responsible and ethical manner. The
Board
performs annual self evaluations.
During
2005, the Board of Directors met four times. Each nominee for director attended
more than 75% of the Board of Directors meetings and the meetings of Board
committees on which he served. While we do not have a formal policy requiring
members of the Board to attend the Annual Meeting of Stockholders, we strongly
encourage all directors to attend.
The
following table discloses, for the years indicated, the compensation for our
Chief Executive Officer and each executive officer that earned over $100,000
during the year ended December 31, 2005.
|
Annual
Compensation
|
Long
Term Compensation
|
|||||||
|
Awards
|
Payouts
|
|||||||
|
Name
and Principal
Position
|
Year
|
Salary
Compensation
($)
|
Bonus
|
Other
Stock
Compensation
|
Restricted
LTIP
Award
|
Securities
Underlying
Options
(#s)
|
All
Other
Options
|
|
|
Alexander
V.
|
2005
|
120,000
|
6,662
|
-0-
|
--
|
--
|
--
|
|
|
Lagerborg
President (1)
|
||||||||
|
|
2004
|
120,000
|
-0-
|
--
|
--
|
--
|
(2)
|
|
|
Charles
J.
|
2005
|
110,000
|
5,716
|
-0-
|
||||
|
Berling,
Executive Vice President(3)
|
||||||||
|
|
2004
|
110,000
|
-0-
|
-0-
|
||||
|
James
W. Creamer,
|
||||||||
|
III,
Vice
|
||||||||
|
President
and
|
||||||||
|
Treasurer(4)
|
||||||||
|
|
2005
|
100,000
|
2,855
|
|||||
_____________
(1)
Our
President, Mr. Lagerborg received a salary of $120,000 per annum, plus a
percentage of our Variable Compensation Program, which is based on our
profitability, paid quarterly. Mr. Lagerborg accrued variable compensation
of
$6,662 in 2005. Mr. Lagerborg joined us in February, 2004 and resigned as
President in 2006, when he became our Vice President of Marketing and
Sales.
(2)
Mr.
Lagerborg has purchased from GDBA RE One, LLC a total of 210,000 shares
of
our
common stock in a private transaction at a price of $.01 per share on
February
1, 2004. GDBA RE One, LLC will have the right to reacquire these shares
for
the
original purchase price if Mr. Lagerborg leaves his employment during
the
first
three years of his employment, subject to certain exceptions. If Mr.
Lagerborg
leaves during the first year, all shares can be reacquired. If Mr. Lagerborg
leaves during the second year, 120,000 shares can be reacquired. And
if
Mr.
Lagerborg leaves during the third year, 60,000 shares can be reacquired.
As
of
October 13, 2006, Mr. Lagerborg was no longer employed by the
Company.
(3)
Mr.
Berling, our Executive Vice President and Managing Director of Operations
receives a salary of $110,000 per year, plus a percentage of our Variable
Compensation Program, which is based on our profitability, paid quarterly.
Mr.
Berling accrued variable compensation of $5,716 in 2005. Mr. Berling joined
us
in April, 2004 and resigned in 2006.
(4)
Mr.
Creamer, our Vice President, Treasurer and Chief Financial Officer receives
a
salary of $100,000 per year plus a percentage of our Variable Compensation
Program, which is based on our profitability, paid quarterly. Mr. Creamer
accrued variable compensation of $2,855 in 2005. Mr. Creamer joined us in July,
2005.
____________
We
reimburse our executives for all necessary and customary business related
expenses. We have no plans or agreements which provide health care, insurance
or
compensation on the event of termination of employment or change in our
control.
We
pay
our non-management Directors $2,000 for each Board meeting they attend and
reimburse them for any out-of-pocket expenses incurred by them in connection
with our business. Our other officer and directors have agreed to allocate
a
portion of their time to our activities, without compensation. These officers
and directors anticipate that our business plan can be implemented by their
collectively devoting approximately twenty hours per month to our business
affairs. Consequently, conflicts of interest may arise with respect to the
limited time commitment of such directors. These officers will use their best
judgments to resolve all such conflicts.
Effective August 7, 2006, Ms. Ann L. Schmitt became our new President and Chief
Executive Officer. Under our employment arrangement with Ms. Schmitt, she will
be paid a salary of $235,000 per annum, which includes a one-time bonus of
$80,000, payable by the end of the first quarter of 2007. She will also receive
a stock option to acquire 250,000 shares at the then-current market price with
a
four year vesting, with 62,500 options vesting each year on the anniversary
of
her employment. Annually, thereafter, 50,000 to 200,000 options will be granted
based upon performance, with a target of 100,000 options at 100% of the plan.
She
will
also participate in our Company health and dental plan and life and disability
insurance program. Finally, she will receive monthly parking and a health club
membership.
On
November 26, 2004 we entered into a three-year "Agreement to Fund" our real
estate projects with GDBA, our largest shareholder. Under the agreement, we
may
borrow up to $7,000,000 for our real estate projects. On June 2, 2005, the
parties amended the agreement to permit us to borrow up to $10,000,000. Each
loan is secured only by the properties against which the loans are made and
by
us with a corporate guarantee to the lender. The adjustable interest rate resets
quarterly at a rate equal to the 10 year Treasury note plus 6.50%. We repay
principal and interest when each project is completed and sold. On September
28,
2006, this "Agreement to Fund" was terminated.
On
September 28, 2006, we entered into a Securities Purchase Agreement with GDBA
Investments, LLLP, BOCO Investments, LLC and Joe Zimlich for the purchase a
total of 517,000 shares of Series A Convertible Preferred Stock at a price
of $12.00 per share and with GDBA Investments, LLLP and BOCO Investments, LLC
for the purchase of Senior Subordinated Notes in the aggregate amount of
$7,000,000.
The
proceeds of the offering will be used to support our built-to-suit real estate
development projects and related real estate activities.
There
a
total of 517,000 shares of Series A Convertible Preferred Stock authorized.
Each share pays a quarterly dividend of five (5%) per annum. These dividends
are
senior to all other dividends of the Company.
The
Series A Convertible Preferred Stock is convertible into common stock of
the Company at $3.00 per share, subject to anti-dilution adjustments in certain
circumstances such as if the Company pays a stock dividend, subdivides or
combines outstanding shares of common stock into a greater or lesser number
of
shares, or takes such other action as would otherwise result in dilution of
the
stockholder's position.
We
have
the right to mandate conversion of all, but not less than all, of the
Series A Convertible Preferred Stock at any time following the one-year
anniversary of the original issue date; provided that we register the underlying
common stock. Each share of Series A Convertible Preferred Stock will be
converted into
such
number of duly authorized, validly issued, fully paid and non-assessable shares
of common stock as is determined by dividing the original issue price by $2.00
(subject to adjustment for stock splits, subdivision or combination of the
common stock or other recapitalization).
The
Series A Convertible Preferred Stock is senior in liquidation preference to
all other equity securities of the Company.
With
respect to the Series A Convertible Preferred Stock, we are required to
file a registration statement to register the underlying common stock with
the
Securities and Exchange Commission within six months after we first file a
registration statement under the Securities Act of 1933, as amended; provided,
that at least fifty percent (50%) of the owners of the Series A Convertible
Preferred Stock demand registration. We are also required to include the
convertible common stock of the owners of the Series A Convertible
Preferred Stock in a registration statement we file at any other time.
The
Senior Subordinated Notes bear interest per annum on the unpaid principal and
the highest of:
(i) the
ninety day average for U.S. Treasury Notes with a 10-year maturity as determined
on the last Business Day of each calendar quarter, using the constant maturity
calculation, plus
650
basis points;
(ii) eleven
percent (11%); or
(iii) the
highest effective interest rate accruing on any outstanding indebtedness for
borrowed money of the Company at any time during the applicable calendar
quarter.
The
Senior Subordinated Notes mature three years from the date of issuance. The
full
principal amount of the Senior Subordinated Notes are due upon a default under
the terms of Senior Subordinated Notes.
In
addition, GDBA Investments, LLLP and BOCO Investments, LLC have granted a
revolving line of credit to us until December 31, 2007 in the aggregate amount
of $7,000,000. GDBA and BOCO are funding this revolving line of credit severally
and not jointly. Except for the term, the revolving line of credit otherwise
has
the same terms and conditions as the Senior Subordinated Notes.
Finally,
GDBA Investments, LLLP and BOCO Investments, LLC each have the right to nominate
a person to our Board of Directors. GDBA Investments, LLLP and BOCO Investments,
LLC each have each agreed to vote their shares in favor of such nominees. GDBA
Investments, LLLP and BOCO Investments, LLC each have the right to nominate
a
director and each is compelled to vote in favor of such director until the
earlier of (i) the 5th
anniversary of the date on which all Preferred shares are converted, or (ii)
the
date on which such party no longer owns any shares of common stock.
During
2005, we through our subsidiaries Riverdale Carwash Lot 3A, LLC ("Riverdale")
and AARD-Stonegate, LLC ("Stonegate") developed express tunnel carwash
facilities in Littleton, CO and Parker, CO respectively. Each of these carwash
facilities were secured by fifteen-year leases from Aquatique Industries, Inc.
to operate Kwik Car Wash operations in each facility. GDBA Investments, LLLP
owned 60% of Aquatique Industries.
We
signed
a noncancellable operating lease to rent office space from GDBA Investments,
LLLP, our majority shareholder. The term of the lease commenced June 1, 2003
and
expired December 31, 2003. We exercised an option to extend the lease through
December 31, 2004 on the same terms. Payments required under the operating
lease
are $250 per month. Future minimum rental payments required under the lease
total $4,750. As of December 31, 2005, we owed the shareholder $4,750 for unpaid
lease payments.
Under
the
Exchange Act, our directors, our executive officers, and any persons holding
more than 10% of our common stock are required to report their ownership of
the
common stock and any changes in that ownership to the Commission. We have
nothing to report in connection with these filings.
BACKGROUND
AND PURPOSE
Effective
October 1, 2006, the board of directors of our company adopted and approved
a
new 2006 Incentive Compensation Plan, which we refer to as the 2006 Plan, and
recommended that it be submitted to our shareholders for their approval
at the next annual meeting.
The
purpose of the 2006 Plan is to provide a means for our company and its
subsidiaries and other designated affiliates, which we refer to as Related
Entities, to attract key personnel to provide services to our company and the
Related Entities, as well as, to provide a means whereby those key persons
can
acquire and maintain stock ownership, thereby strengthening their commitment
to
the welfare of our company and its Related Entities and promoting the mutuality
of interests between participants and our shareholders. A further purpose of
the
2006 Plan is to provide participants with additional incentive and reward
opportunities designed to enhance the profitable growth of our company and
its
Related Entities, and provide participants with annual and long term performance
incentives to expend their maximum efforts in the creation of shareholder
value.
The
terms
of the 2006 Plan provide for grants of stock options, stock appreciation rights
or SARs, restricted stock, deferred stock, other stock related awards and
performance awards that may be settled in cash, stock or other property. As
of
August 22, 2006, no awards have been granted under the 2006 Plan, subject to
stockholder approval.
Shareholder
approval of the 2006 Plan is required (i) to comply with certain exclusions
from
the limitations of Section 162(m) of the Internal Revenue Code of 1986, which
we
refer to as the Code, as described below, (ii) for the 2006 Plan to be eligible
under the "plan lender" exemption from the margin requirements of Regulation
G
promulgated under the Securities Exchange Act of 1934, as amended, which we
refer to as the Exchange Act, and (iii) to comply with the incentive stock
options rules under Section 422 of the Code.
The
following is a summary of certain principal features of the 2006 Plan. This
summary is qualified in its entirety by reference to the complete text of the
2006 Plan. Shareholders may receive a copy of the Plan upon
request.
SHARES
AVAILABLE FOR AWARDS; ANNUAL PER PERSON LIMITATIONS
Under
the
2006 Plan, the total number of shares of our common stock that may be subject
to
the granting of awards under the 2006 Plan shall be equal to 1,000,000 shares,
plus the number of shares with respect to which awards previously granted
thereunder are forfeited, expire, terminate without being exercised or are
settled with property other than shares, and the number of shares that are
surrendered in payment of any awards or any tax withholding
requirements.
Awards
with respect to shares that are granted to replace outstanding awards or other
similar rights that are assumed or replaced by awards under the 2006 Plan
pursuant to the acquisition of a business are not subject to, and do not count
against, the foregoing limit.
In
addition, the 2006 Plan imposes individual limitations on the amount of certain
awards in part to comply with Code Section 162(m). Under these limitations,
during any fiscal year the number of options, SARs, restricted shares
of
our common stock, deferred shares of our common stock, shares as a bonus or
in
lieu of other company obligations, and other stock based awards granted to
any
one participant may not exceed 250,000 for each type of such award, subject
to
adjustment in certain circumstances. The maximum amount that may be earned
by
any one participant as a performance award in respect of a performance period
of
one year is $5,000,000, and in respect of a performance period greater than
one
year is $5,000,000 multiplied by the number of full years in the performance
period.
A
committee of our Board of Directors, which we refer to as the Committee, is
to
administer the 2006 Plan. See "Administration." The Committee is authorized
to
adjust the limitations described in the two preceding paragraphs and is
authorized to adjust outstanding awards (including adjustments to exercise
prices of options and other affected terms of awards) in the event that a
dividend or other distribution (whether in cash, shares of our company common
stock or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, share
exchange or other similar corporate transaction or event affects the our company
common stock so that an adjustment is appropriate in order to prevent dilution
or
enlargement of the rights of participants. The Committee is also authorized
to
adjust performance conditions and other terms of awards in response to these
kinds of events or in response to changes in applicable laws, regulations or
accounting principles.
ELIGIBILITY
The
persons eligible to receive awards under the 2006 Plan are the officers,
directors, employees and independent contractors of our company and our Related
Entities. An employee on leave of absence may be considered as still in our
employ or in the employ of a Related Entity for purposes of eligibility
for
participation in the 2006 Plan.
ADMINISTRATION
Our
Board
of Directors shall select the Committee that will administer the 2006 Plan.
All
Committee members must be "non-employee directors" as defined by Rule 16b-3
of
the Exchange Act, "outside directors" for purposes of Section 162(m) of the
Code, and independent as defined by NASDAQ or any other national securities
exchange on which any securities of our company may be listed for trading in
the
future. However, except as otherwise required to comply with Rule 16b-3 of
the
Exchange Act or Section 162(m) of the Code, our Board of Directors may exercise
any power or authority granted to the Committee. Subject to the terms of the
2006 Plan, the Committee is authorized to select eligible persons to receive
awards, determine the type and number of awards to be granted and the number
of
shares of our company common stock to which awards will relate, specify times
at
which awards will be exercisable or settle able (including performance
conditions that may be required as a condition thereof), set other terms and
conditions of awards, prescribe forms of award agreements, interpret
and
specify rules and regulations relating to the 2006 Plan and make all other
determinations that may be necessary or advisable for the administration of
the
2006 Plan.
STOCK
OPTIONS AND SARS
The
Committee is authorized to grant stock options, including both incentive stock
options or ISOs, which can result in potentially favorable tax treatment to
the
participant, and non qualified stock options, and SARs entitling the participant
to receive the amount by which the fair market value of a share of our company
common stock on the date of exercise (or the "change in control price," as
defined in the 2006 Plan, following a change in control) exceeds the grant
price
of the SAR. The exercise price per share subject to an option and the grant
price of an SAR are determined by the Committee, but in the case of an ISO
must
not be less than the fair market value of a share of our company common stock
on
the date of grant. For purposes of the 2006 Plan, the term
"fair market value" means the fair market value of our company common stock,
awards or other property as determined by the Committee or under procedures
established by the Committee. Unless otherwise determined by the Committee
or
our Board of Directors, the fair market value of our company common stock as
of
any given date shall be the closing sales price per share of our company common
stock as reported on the principal stock exchange or market on which our company
common stock is traded on the date as of which such value is being determined
or, if there is no sale on that date, the last previous day on which a sale
was
reported. The maximum term of each option or SAR, the times at which each option
or SAR will be exercisable, and provisions requiring forfeiture of unexercised
options or SARs at or following termination of employment or service generally
are fixed by the Committee except that no option or SAR may have a term
exceeding 10 years. Options may be exercised by payment of the exercise price
in
cash, shares that have been held for at least six months (or that the Committee
otherwise determines will not result in a financial accounting charge to our
company), outstanding awards or other property having a fair market value equal
to the exercise price, as the Committee may determine from time to time. Methods
of exercise and settlement and other terms of the SARs are determined by the
Committee. SARs granted under the 2006 Plan may include "limited SARs"
exercisable for a stated period of time following a change in control of our
company or upon the occurrence of some other event specified by the Committee,
as discussed below.
RESTRICTED
AND DEFERRED STOCK
The
Committee is authorized to grant restricted stock and deferred stock. Restricted
stock is a grant of shares of our company common stock which may not be sold
or
disposed of, and which may be forfeited in the event of certain terminations
of
employment or service, prior to the end of a restricted period specified
by the Committee. A participant granted restricted stock generally has all
of
the rights of a shareholder of our company, unless otherwise determined by
the
Committee. An award of deferred stock confers upon a participant the right
to
receive shares of our company common stock at the end of a specified deferral
period, and may be subject to possible forfeiture of the award in the event
of
certain terminations of employment prior to the end of a specified restricted
period. Prior to settlement, an award of deferred stock carries no voting or
dividend rights or other rights associated with share ownership, although
dividend equivalents may be granted, as discussed below.
DIVIDEND
EQUIVALENTS
The
Committee is authorized to grant dividend equivalents conferring on participants
the right to receive, currently or on a deferred basis, cash, shares of our
company common stock, other awards or other property equal in value to dividends
paid on a specific number of shares of our company common stock or other
periodic payments. Dividend equivalents may be granted alone or in connection
with another award, may be paid currently or on a deferred basis and, if
deferred, may be deemed to have been reinvested in additional shares of our
company common stock, awards or otherwise as specified by the Committee.
BONUS
STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS
The
Committee is authorized to grant shares of our company common stock as a bonus
free of restrictions, or to grant shares of our company common stock or other
awards in lieu of our company obligations to pay cash under the 2006 Plan or
other plans or compensatory arrangements, subject to such terms as the Committee
may specify.
OTHER
STOCK BASED AWARDS
The
Committee is authorized to grant awards under the 2006 Plan that are denominated
or payable in, valued by reference to, or otherwise based on or related to
shares of our company common stock. Such awards might include con- vertible
or
exchangeable debt securities, other rights convertible or exchange- able into
shares of our company common stock, purchase rights for shares of our company
common stock, awards with value and payment contingent upon performance of
our
company or any other factors designated by the Committee, and awards valued
by
reference to the book value of shares of our company common stock or the value
of securities of or the performance of specified subsidiaries or business units.
The Committee determines the terms and conditions of such awards.
PERFORMANCE
AWARDS
The
right
of a participant to exercise or receive a grant or settlement of an award,
and
the timing thereof, may be subject to such performance conditions (including
subjective individual goals) as may be specified by the Committee. In addition,
the 2006 Plan authorizes specific performance awards, which represent a
conditional right to receive cash, shares of our company common stock or other
awards upon achievement of certain pre-established performance goals and
subjective individual goals during a specified fiscal year. Performance awards
granted to persons whom the Committee expects will, for the year in which a
deduction arises, be "covered employees" (as defined below) will, if and to
the
extent intended by the Committee, be subject to provisions that should qualify
such awards as "performance based compensation" not subject to the limitation
on
tax deductibility by our company under Code Section 162(m). For purposes of
Section 162(m), the term "covered employee" means our chief executive officer
and each other person whose compensation is required to be disclosed in our
company's filings with the SEC by reason of that person being among the four
highest compensated officers of our company as of the end of a taxable year.
If
and to the extent required under Section 162(m) of the Code, any power or
authority relating to a performance award intended to qualify under Section
162(m) of the Code is to be exercised by the Committee, not our Board of
Directors.
Subject
to the requirements of the 2006 Plan, the Committee will determine performance
award terms, including the required levels of performance with respect to
specified business criteria, the corresponding amounts payable upon achievement
of such levels of performance, termination and forfeiture provisions and the
form of settlement. One or more of the following business criteria for our
company, on a consolidated basis, and/or for Related Entities, or for business
or geographical units of our company and/or a Related Entity (except with
respect to the total shareholder return and earnings per share criteria), shall
be used by the Committee in establishing performance goals for performance
awards to "covered employees" that are intended to qualify under Section 162(m):
(1) earnings per share; (2) revenues or margin; (3) cash flow; (4) operating
margin; (5) return on net assets; (6) return on investment; (7) return on
capital; (8) return on equity; (9) economic value added; (10) direct
contribution; (11) net income, (12) pretax earnings; (13) earnings before
interest, taxes, depreciation and
amortization;
(14) earnings after interest expense and before extraordinary or special items;
(15) operating income; (16) income before interest income or expense, unusual
items and income taxes, local, state or federal and excluding budgeted and
actual bonuses which might be paid under any ongoing bonus plans of our company;
(17) working capital; (18) management of fixed costs or variable costs; (19)
identification or consummation of investment opportunities or completion of
specified projects in accordance with corporate business plans, including
strategic mergers, acquisitions or divestitures; (20) total shareholder return;
(21) debt reduction; and (22) any of the above goals determined on an absolute
or relative basis or as compared to the performance of a published or special
index deemed applicable by the Committee including, but not limited to, the
Standard & Poor's 500 Stock Index or a group of comparable companies. The
Committee may exclude the impact of an event or occurrence which the Committee
determines should appropriately be excluded, including without limitation (i)
restructurings, discontinued operations, extraordinary items, and other unusual
or non-recurring charges, (ii) an event either not directly related to the
operations of our company or not within the reasonable control of our company's
management, or (iii) a change in accounting standards required by generally
accepted accounting principles.
In
granting performance awards, the Committee may establish unfunded award "pools,"
the amounts of which will be based upon the achievement of a performance goal
or
goals based on one or more of certain business criteria described in the 2006
Plan (including, for example, total shareholder return, net income, pretax
earnings, EBITDA, earnings per share, and return on investment). During the
first 90 days of a performance period, the Committee will determine who will
potentially receive performance awards for that performance period, either
out
of the pool or otherwise.
After
the
end of each performance period, the Committee will determine (i) the amount
of
any pools and the maximum amount of potential performance awards payable to
each
participant in the pools and (ii) the amount of any other potential performance
awards payable to participants in the 2006 Plan. The Committee may, in its
discretion, determine that the amount payable as a performance award will be
reduced from the amount of any potential award.
OTHER
TERMS OF AWARDS
Awards
may be settled in the form of cash, shares of our company common stock, other
awards or other property, in the discretion of the Committee. The Committee
may
require or permit participants to defer the settlement of all or part of an
award in accordance with such terms and conditions as the Committee may
establish, including payment or crediting of interest or dividend equivalents
on
deferred amounts, and the crediting of earnings, gains and losses based on
deemed investment of deferred amounts in specified investment vehicles. The
Committee is authorized to place cash, shares of our company common stock or
other property in trusts or make other arrangements to provide for payment
of
our company's obligations under the 2006 Plan. The Committee may condition
any
payment relating to an award on the withholding of taxes and may provide that
a
portion
of any shares of our company common stock or other property to be distributed
will be withheld (or previously acquired shares of our company common stock
or
other property be surrendered by the participant) to satisfy withholding and
other tax obligations. Awards granted under the 2006 Plan generally may not
be
pledged or otherwise encumbered and are not transferable except by will or
by
the laws of descent and distribution, or to a designated beneficiary upon the
participant's death, except that the Committee may, in its discretion, permit
transfers for estate planning or other purposes subject to any applicable
restrictions under Rule 16b 3 of the Exchange Act.
Awards
under the 2006 Plan are generally granted without a requirement that the
participant pay consideration in the form of cash or property for the grant
(as
distinguished from the exercise), except to the extent required by law. The
Committee may, however, grant awards in exchange for other awards under the
2006
Plan awards or under other company plans, or other rights to payment from our
company, and may grant awards in addition to and in tandem with such other
awards, rights or other awards.
ACCELERATION
OF VESTING; CHANGE IN CONTROL
The
Committee may, in its discretion, accelerate the exercisability, the lapsing
of
restrictions or the expiration of deferral or vesting periods of any award,
and
such accelerated exercisability, lapse, expiration and if so provided in the
award agreement, vesting shall occur automatically in the case of a "change
in
control" of our company, as defined in the 2006 Plan (including the cash
settlement of SARs and "limited SARs" which may be exercisable in the event
of a
change in control). In addition, the Committee may provide in an award agreement
that the performance goals relating to any performance based award will be
deemed to have been met upon the occurrence of any "change in control." Upon
the
occurrence of a change in control, if so provided in the award
agreement, stock options and limited SARs (and other SARs which so provide)
may
be cashed out based on a defined "change in control price," which will be the
higher of (i) the cash and fair market value of property that is the highest
price per share paid (including extraordinary dividends) in any reorganization,
merger, consolidation, liquidation, dissolution or sale of substantially all
assets of our company, or (ii) the highest fair market value per share
(generally based on market prices) at any time during the 60 days before and
60
days after a change in control.
AMENDMENT
AND TERMINATION
Our
Board
of Directors may amend, alter, suspend, discontinue or terminate the 2006 Plan
or the Committee's authority to grant awards without further shareholder
approval, except shareholder approval must be obtained for any amendment or
alteration if such approval is required by law or regulation or under the rules
of any stock exchange or quotation system on which shares of our company common
stock are then listed or quoted. Thus, shareholder approval may not necessarily
be required for every amendment to the 2006 Plan which might increase
the cost of the 2006 Plan or alter the eligibility of persons to receive awards.
Shareholder approval will not be deemed to be required under laws or
regulations, such as those relating to ISOs, that condition favorable treatment
of participants on such approval, although our Board of Directors may, in its
discretion, seek shareholder approval in any circumstance in which it deems
such
approval advisable. Unless earlier terminated by our Board of Directors, the
2006 Plan will terminate at such time as no shares of our company common stock
remain available for issuance under the 2006 Plan and our company has no further
rights or obligations with respect to outstanding awards under the 2006
Plan.
FEDERAL
INCOME TAX CONSEQUENCES OF AWARDS
The
2006
Plan is not qualified under the provisions of section 401(a) of the Code and
is
not subject to any of the provisions of the Employee Retirement Income Security
Act of 1974.
NONQUALIFIED
STOCK OPTIONS. On exercise of a nonqualified stock option granted under the
2006
Plan an optionee will recognize ordinary income equal to the excess, if any,
of
the fair market value on the date of exercise of the shares of stock acquired
on
exercise of the option over the exercise price. If the optionee is an employee
of our company or a Related Entity, that income will be subject to the
withholding of Federal income tax. The optionee's tax basis in those shares
will
be equal to their fair market value on the date of exercise of the option,
and
his holding period for those shares will begin on that date. If an optionee
pays
for shares of stock on exercise of an option by delivering shares of our
company's stock, the optionee will not recognize gain or loss on the shares
delivered, even if their fair market value at the time of exercise differs
from
the optionee's tax basis in them. The optionee, however, otherwise will be
taxed
on the exercise of the option in the manner described above as if he had paid
the exercise price in cash. If a separate identifiable stock certificate is
issued for that number of shares equal to the number of shares delivered on
exercise of the option, the optionee's tax basis in the shares represented
by
that certificate will be equal to his tax basis in the shares delivered, and
his
holding period for those shares will include his holding period for the shares
delivered. The optionee's tax basis and holding period for the additional shares
received on exercise of the option will be the same as if the optionee had
exercised the option solely in exchange for cash.
Our
company will be entitled to a deduction for Federal income tax purposes equal
to
the amount of ordinary income taxable to the optionee, provided that amount
constitutes an ordinary and necessary business expense for our company and
is
reasonable in amount, and either the employee includes that amount in income
or
our company timely satisfies its reporting requirements with respect to that
amount.
INCENTIVE
STOCK OPTIONS. The 2006 Plan provides for the grant of stock options that
qualify as "incentive stock options" as defined in section 422 of the Code,
which we refer to as ISOs. Under the Code, an optionee generally is not subject
to tax upon the grant or exercise of an ISO. In addition, if the optionee holds
a share received on exercise of an ISO for at least two years from the date
the
option was granted and at least one year from the date the option was exercised,
which we refer to as the Required Holding Period, the difference, if any,
between the amount realized on a sale or other taxable disposition of that
share
and the holder's tax basis in that share will be long-term capital gain or
loss.
If,
however, an optionee disposes of a share acquired on exercise of an ISO before
the end of the Required Holding Period, which we refer to as a Disqualifying
Disposition, the optionee generally will recognize ordinary income in the year
of the Disqualifying Disposition equal to the excess, if any, of the fair market
value of the share on the date the ISO was exercised over the exercise price.
If, however, the Disqualifying Disposition is a sale or exchange on which a
loss, if realized, would be recognized for Federal income tax purposes, and
if
the sales proceeds are less than the fair market value of the share on the
date
of exercise of the option, the amount of ordinary income recognized by the
optionee will not exceed the gain, if any, realized on the sale. If the amount
realized on a Disqualifying Disposition exceeds the fair market value of the
share on the date of exercise of the option, that excess will be short-term
or
long-term capital gain, depending on whether the holding period for the share
exceeds one year.
An
optionee who exercises an ISO by delivering shares of stock acquired previously
pursuant to the exercise of an ISO before the expiration of the Required Holding
Period for those shares is treated as making a Disqualifying Disposition of
those shares. This rule prevents "pyramiding" or the exercise of an ISO (that
is, exercising an ISO for one share and using that share, and others so
acquired, to exercise successive ISOs) without the imposition of current income
tax.
For
purposes of the alternative minimum tax, the amount by which the fair market
value of a share of stock acquired on exercise of an ISO exceeds the exercise
price of that option generally will be an adjustment included in the optionee's
alternative minimum taxable income for the year in which the option is
exercised. If, however, there is a Disqualifying Disposition of the share in
the
year in which the option is exercised, there will be no adjustment with respect
to that share. If there is a Disqualifying Disposition in a later year, no
income with respect to the Disqualifying Disposition is included in the
optionee's alternative minimum taxable income for that year. In computing
alternative minimum taxable income, the tax basis of a share acquired on
exercise of an ISO is increased by the amount of the adjustment taken into
account with respect to that share for alternative minimum tax purposes in
the
year the option is exercised.
Our
company is not allowed an income tax deduction with respect to the grant or
exercise of an incentive stock option or the disposition of a share acquired
on
exercise of an incentive stock option after the Required Holding Period.
However, if there is a Disqualifying Disposition of a share, our company is
allowed a deduction in an amount equal to the ordinary income includible in
income by the optionee, provided that amount constitutes an ordinary and
necessary business expense for our company and is reasonable in amount, and
either the employee includes that amount in income or our company timely
satisfies its reporting requirements with respect to that
amount.
STOCK
AWARDS. Generally, the recipient of a stock award will recognize ordinary
compensation income at the time the stock is received equal to the excess,
if
any, of the fair market value of the stock received over any amount paid by
the
recipient in exchange for the stock. If, however, the stock is non-vested when
it is received under the 2006 Plan (for example, if the employee is required
to
work for a period of time in order to have the right to sell the stock), the
recipient generally will not recognize income until the stock becomes vested,
at
which time the recipient will recognize ordinary compensation income equal
to
the excess, if any, of the fair market value of the stock on the date it becomes
vested over any amount paid by the recipient in exchange for the stock. A
recipient may, however, file an election with the Internal Revenue Service,
within 30 days of his or her receipt of the stock award, to recognize ordinary
compensation income, as of the date the recipient receives the award, equal
to
the excess, if any, of the fair market value of the stock on the date the award
is granted over any amount paid by the recipient in exchange for the
stock.
The
recipient's basis for the determination of gain or loss upon the subsequent
disposition of shares acquired as stock awards will be the amount paid for
such
shares plus any ordinary income recognized either when the stock is received
or
when the stock becomes vested. Upon the disposition of any stock received as
a
stock award under the 2006 Plan the difference between the sale price and the
recipient's basis in the shares will be treated as a capital gain or loss and
generally will be characterized as long-term capital gain or loss if the shares
have been held for more the one year from the date as of which he or she would
be required to recognize any compensation income.
STOCK
APPRECIATION RIGHTS
Our
company may grant SARs separate from any other award, which we refer to as
Stand-Alone SARs, or in tandem with options, which we refer to as Tandem SARs,
under the 2006 Plan. Generally, the recipient of a Stand-Alone SAR will not
recognize any taxable income at the time the Stand-Alone SAR is
granted.
With
respect to Stand-Alone SARs, if the recipient receives the appreciation inherent
in the SARs in cash, the cash will be taxable as ordinary compensation income
to
the recipient at the time that the cash is received. If the
recipient receives the appreciation inherent in the SARs in shares of stock,
the
recipient will recognize ordinary compensation income equal to the excess of
the
fair market value of the stock on the day it is received over any amounts paid
by the recipient for the stock.
With
respect to Tandem SARs, if the recipient elects to surrender the underlying
option in exchange for cash or shares of stock equal to the appreciation
inherent in the underlying option, the tax consequences to the recipient
will be the same as discussed above relating to the Stand-Alone SARs. If the
recipient elects to exercise the underlying option, the holder will be taxed
at
the time of exercise as if he or she had exercised a nonqualified stock option
(discussed above), i.e., the recipient will recognize ordinary income for
federal tax purposes measured by the excess of the then fair market value of
the
shares of stock over the exercise price.
In
general, there will be no federal income tax deduction allowed to our company
upon the grant or termination of Stand-Alone SARs or Tandem SARs. Upon the
exercise of either a Stand-Alone SAR or a Tandem SAR, however, our company
will
be entitled to a deduction for federal income tax purposes equal to the amount
of ordinary income that the employee is required to recognize as a result of
the
exercise, provided that the deduction is not otherwise disallowed under the
Code.
DIVIDEND
EQUIVALENTS. Generally, the recipient of a dividend equivalent award will
recognize ordinary compensation income at the time the dividend equivalent
award
is received equal to the fair market value dividend equivalent award received.
Our company generally will be entitled to a deduction for federal income tax
purposes equal to the amount of ordinary income that the employee is required
to
recognize as a result of the dividend equivalent award, provided that the
deduction is not otherwise disallowed under the Code.
SECTION
409A. Section 409A of the Code, enacted as part of the American Jobs Creation
Act of 2004, imposes certain new requirements applicable to "nonqualified
deferred compensation plans," including new rules relating to the timing of
deferral elections and elections with regard to the form and timing of benefit
distributions, prohibitions against the acceleration of the timing of
distributions, and the times when distributions may be made, as well as rules
that generally prohibit the funding of nonqualified deferred compensation plans
in offshore trusts or upon the occurrence of a change in the employer's
financial health. These new rules generally apply with respect to deferred
compensation that becomes earned and vested on or after January 1, 2006. If
a
nonqualified deferred compensation plan subject to Section 409A fails to meet,
or is not operated in accordance with, these new requirements, then all
compensation deferred under the plan is or becomes immediately taxable to the
extent that it is not subject to a substantial risk of forfeiture and was not
previously taxable. The tax imposed as a result of these new rules would be
increased by interest at a rate equal to the rate imposed upon tax underpayments
plus one percentage point, and an additional tax equal to 20% of the
compensation required to be included in income. Some of the awards to be granted
under this 2006 Plan may constitute deferred compensation subject to the Section
409A requirements, including, without limitation, discounted stock options,
deferred stock and SARs that are not payable in shares of our company stock.
It
is our company's intention that any award agreement that will govern awards
subject to Section 409A will comply with these new rules.
SECTION
162 LIMITATIONS. The Omnibus Budget Reconciliation Act of 1993 added Section
162(m) to the Code, which generally disallows a public company's tax deduction
for compensation to covered employees in excess of $1 million in ny tax year
beginning on or after January 1, 1994. Compensation that qualifies as
"performance based compensation" is excluded from the $1 million deductibility
cap, and therefore remains fully deductible by the company that pays it. Our
Company intends that options granted to employees whom the Committee expects
to
be covered employees at the time a deduction arises in connection with such
options, will qualify as such "performance based compensation," so that such
options will not be subject to the Section 162(m) deductibility cap of $1
million. Future changes in Section 162(m) or the regulations thereunder may
adversely affect the ability of our company to ensure that options under the
2006 Plan will qualify as "performance based compensation" that is fully
deductible by our company under Section 162(m).
IMPORTANCE
OF CONSULTING TAX ADVISER. The information set forth above is a summary only
and
does not purport to be complete. In addition, the information is based upon
current Federal income tax rules and therefore is subject to change when those
rules change. Moreover, because the tax consequences to any recipient may depend
on his particular situation, each recipient should consult his tax adviser
as to
the Federal, state, local and other tax consequences of the grant or exercise
of
an award or the disposition of stock acquired as a result of an
award.
The
Board
recommends a vote FOR this proposal.
The
following Report of the Board of Directors functioning as the Audit Committee,
covering our fiscal year ended December 31, 2005, shall not be deemed to be
"soliciting material" or to be "filed" with the Commission or subject to
Regulations 14A or 14C of the Commission, or the liabilities of Section 18
of
the Exchange Act. Such report shall not be deemed incorporated by reference
into
any filing under the Securities Act or the Exchange Act, notwithstanding any
general incorporation by reference of this Proxy Statement into any other
document.
We
do not
have an audit committee and as a result our entire board of directors performs
the duties of an audit committee. Our board of directors evaluates and approves
the scope and cost of auditor activities before audit and non-audit services
are
rendered.
The
board
of directors oversees our financial reporting process. Our management has the
primary responsibility for our financial statements as well as our financial
reporting process, principles and internal controls. Our independent auditors
are responsible for performing an audit of our financial statements and
expressing an opinion on such financial statements and their conformity with
generally accepted accounting principles.
Management has reviewed the audited financial statements in the Annual Report
with the board of directors including a discussion of the quality, not just
the
acceptability, of the accounting principles, the reasonableness of significant
accounting judgments and estimates, and the clarity of disclosures in the
financial statements.
In
its
meetings with representatives of the independent auditors, the board of
directors asks them to address, and discusses their responses to several
questions that the board of directors believes are particularly relevant to
its
oversight. These questions include:
o
Are
there any significant accounting judgments or estimates made by management
in
preparing the financial statements that would have been made differently had
the
auditors themselves prepared and been responsible for the financial
statements?
|
·
|
Based
on the auditors' experience, and their knowledge of our company,
do our
financial statements fairly present to investors, with clarity and
completeness, our financial position and performance for the reporting
period in accordance with generally accepted accounting principles,
and
SEC disclosure requirements?
|
|
·
|
Based
on the auditors' experience, and their knowledge of our company,
have we
implemented effective internal controls over financial reporting
and
internal audit procedures that are appropriate for
us?
|
The
board
of directors believes that, by thus focusing its discussions with the
independent auditors, it can promote a meaningful dialogue that provides a
basis
for its oversight judgments.
The
board
of directors also discussed with the independent auditors other matters required
to be discussed by the auditors with the Committee under Statement on Auditing
Standards No. 61, as amended by Statement on Auditing Standards No. 90, and
other regulations. The Committee received and discussed with the auditors their
annual written report on their independence from us and our management, which
is
made under Rule 3600T of the Public Company Accounting Oversight Board, which
adopts on an interim basis Independence Standards Board Standard No. 1
(independence discussions with board of directors), and considered with the
auditors whether the provision of non-audit services provided by them to us
during 2005 was compatible with the auditors' independence.
In
performing all of these functions, the board of directors acts in an oversight
capacity. The board of directors reviews our earnings releases before issuance
and quarterly and annual reporting on Form 10-QSB and Form 10-KSB prior to
filing with the SEC. In its oversight role, the board of directors relies on
the
work and assurances of our management, which has the primary responsibility
for
our financial statements and reports, and of the independent auditors, who,
in
their report, express an opinion on such financial statements and their
conformity generally accepted accounting principles.
The
board
of directors has also considered whether the independent auditors' provision
of
non-audit services to us is compatible with maintaining the auditors'
independence.
Based
on
the reports and discussions described above, the audited financial statements
were included in our Annual Report on Form 10-KSB for the year ended December
31, 2005, for filing with the SEC.
The
board
of directors has appointed Cordovano and Honeck, P.C. to serve as independent
auditors for the year ending December 31, 2006. Cordovano and Honeck, P.C.
has
served as our independent auditors since 2003, and is considered by our
management to be well qualified.
Our
independent auditor, Cordovano and Honeck, P.C., Certified Public Accountants,
billed an aggregate of $20,025 for the year ended December 31, 2005 and an
aggregate of $11,760 for the year ended December 31, 2004 for professional
services rendered for the audit of the Company's annual financial statements
and
review of the financial statements included in its quarterly
reports.
All
services performed by Cordovano and Honeck, P.C. were pre-approved by the board
of directors. On an annual basis, the board of directors will review and provide
approval for services that may be provided by the independent
auditors.
The
Board
recommends a vote FOR the appointment of Cordovano and Honeck, P.C. as
independent auditors.
UPON
WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE MEETING, ADDRESSED TO
US,
ATTENTION: SECRETARY, ACROSS AMERICA REAL ESTATE CORP., 1660 SEVENTEENTH STREET,
SUITE 450, DENVER, COLORADO 80202, WE WILL PROVIDE WITHOUT CHARGE, A COPY OF
OUR
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
COMMUNICATIONS
WITH STOCKHOLDERS
Anyone
who has a concern about our conduct, including accounting, internal accounting
controls or audit matters, may communicate directly with our Chief Executive
Officer, or our non-management directors. Such communications may be
confidential or anonymous, and may be submitted in writing addressed care of
James W. Creamer, III, Chief Financial Officer, Across America Real Estate
Corp., 1660 Seventeenth Street, Suite 450, Denver, Colorado 80202. All such
concerns will be forwarded to the appropriate directors for their review, and
will be simultaneously reviewed and addressed by the proper executive officers
in the same way that other concerns are addressed by us.
Proposals
that a stockholder desires to have included in our proxy materials for our
2007
Annual Meeting of Stockholders must comply with the applicable rules and
regulations of the Commission, including that any such proposal must be received
by our Secretary at our principal office no later than January 16, 2007. It
is
suggested that such proposals be sent by Certified Mail, Return Receipt
Requested. Our By-laws require a stockholder to give advance notice of any
business, including the nomination of candidates for the Board of Directors,
which the stockholder wishes to bring before a meeting of our stockholders.
In
general, for business to be brought before an annual meeting by a stockholder,
written notice of the stockholder proposal or nomination must be received by
our
Secretary not more than 180 days prior to the anniversary of the preceding
year's annual meeting. With respect to stockholder proposals, the stockholder's
notice to our Secretary must contain a brief description of the business to
be
brought before the meeting and the reasons for conducting such business at
the
meeting, as well as other information set forth in our By-laws or required
by
law. With respect to the nomination of a candidate for the Board of Directors
by
a stockholder, the stockholder's notice to our Secretary must contain certain
information set forth in our By-laws about both the nominee and the stockholder
making the nominations. If a stockholder desires to have a proposal included
in
our proxy materials for our 2007 Annual Meeting of Stockholders and desires
to
have such proposal brought before the same annual meeting, the stockholder
must
comply with both sets of procedures described in this paragraph. Any required
written notices should be sent to Across America Real Estate Corp., 1660
Seventeenth Street, Suite 450, Denver, Colorado 80202. Attn:
Secretary.
We
know
of no other matters to be presented at the Annual Meeting, but if any other
matters should properly come before the meeting, it is intended that the persons
named in the accompanying form of proxy will vote the same in accordance with
their best judgment and their discretion, and authority to do so is included
in
the proxy.
The
expense of this solicitation of proxies will be borne by us. Solicitations
will
be made only by use of the mail except that, if deemed desirable, our officers
and regular employees may solicit proxies by telephone, telegraph
or personal calls. Brokerage houses, custodians, nominees and fiduciaries will
be requested to forward the proxy soliciting material to the beneficial owners
of the stock held of record by such persons and we will reimburse them for
their
reasonable expenses incurred in this effort.
| |
|
BY
ORDER OF THE BOARD OF DIRECTORS |
| ANN L. SCHMITT | ||
| President | ||
ANNUAL
MEETING OF STOCKHOLDERS OF
ACROSS
AMERICA REAL ESTATE CORP.
OCTOBER
26, 2006
--
FOLD
AND DETACH HERE AND READ THE REVERSE SIDE --
PROXY PROXY
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ACROSS
AMERICA REAL ESTATE CORP.
The
undersigned appoints Ann L. Schmitt and James W. Creamer, III, and each of
them,
as proxies, each with the power to appoint his or her substitute, and authorizes
each of them to represent and to vote, as designated on the reverse side hereof,
all shares of Common Stock of Across America Real Estate Corp., held of record
by the undersigned at the close of business on October 2, 2006, at the Annual
Meeting of Stockholders to be held at 10:00 a.m. on OCTOBER 26, 2006, at 1660
Seventeenth Street, Suite 450, Denver, Colorado 80202, and at any adjournment
thereof. Any and all proxies heretofore given are hereby revoked.
(CONTINUED,
AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
--
FOLD
AND DETACH HERE AND READ THE REVERSE SIDE --
PROXY
THIS
PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED
"FOR" THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
|
1.
|
ELECTION
OF DIRECTORS:
|
|
FOR
|
WITHHOLD
AUTHORITY
|
|
|
[
]
|
[
]
|
(TO
WITHHOLD
AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A
LINE
THROUGH THAT
NOMINEE'S NAME IN
THE
LIST BELOW)
Nominees
are: Ann L. Schmitt; G. Brent Backman; Eric Balzer; and Joseph C.
Zimlich
2.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO PERMIT SHAREHOLDER ACTION
BY
LESS THAN UNANIMOUS CONSENT.
|
FOR
|
AGAINST
|
ABSTAIN
|
|
[
]
|
[
]
|
[
]
|
3.
PROPOSAL TO APPROVE 2006 INCENTIVE COMPENSATION PLAN.
|
FOR
|
AGAINST
|
ABSTAIN
|
|
[
]
|
[
]
|
[
]
|
4.
PROPOSAL TO RATIFY APPOINTMENT OF CORDOVANO AND HONECK, P.C. AS INDEPENDENT
AUDITORS.
|
FOR
|
AGAINST
|
ABSTAIN
|
|
[
]
|
[
]
|
[
]
|
5.
In
their discretion, the proxies are authorized to vote on such other business
as
may properly come before the meeting.
|
Signature:
|
Signature:
|
|
|
____________________________________
|
___________________________________
|
|
|
Date:
_______________________________
|
NOTE:
Please sign exactly as name appears hereon. When shares are held by joint
owners, both should sign. When signing as an attorney, executor, administrator,
trustee or guardian, please give 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 persons.