Allen Nelson & Co. 's battles for corporate control


	Allen Nelson & Co. Engagements in Battles for Corporate Control Proxy Contests Hostile Takeovers Consent Solicitations Shareholder and Boardroom Disputes 2005 FARMERS & MERCHANTS BANK OF LONG BEACH - PROXY CONTEST Long Beach, California Proxy solicitor for a group of minority shareholders seeking for the second year to effect policy changes at family-controlled, community bank. The 2005 proxy campaign to elect two nominees, under cumulative voting rules, to the bank’s seven-person board of directors, was successful in electing both of the minority shareholder’s nominees to the bank’s board. 2004 ARIZONA STAR RESOURCE CORP. - PROXY CONTEST Vancouver, British Columbia Strategic advisor and proxy solicitor to Management facing imminent change of corporate control by a major shareholder seeking to install his team at the annual general meeting. Chairman ruled dissident proxies were invalid and adjourned the shareholder meeting for seven weeks to empower all the company’s investors to vote on the proposed control change. Negotiations during the course of the proxy contest resulted in Management retaining a minority representation on the board elected at the adjourned meeting. 2004 FARMERS & MERCHANTS BANK OF LONG BEACH - PROXY CONTEST Long Beach, California Proxy solicitor for a minority shareholder seeking to effect policy changes at family-controlled, community bank founded in 1904. A proxy contest was initiated to elect two nominees, under cumulative voting rules, to the bank’s seven-person board. The minority shareholders succeeded in electing one their nominees to the bank’s board of directors. 2003 FIRST AMERICAN CAPITAL CORPORATION - PROXY CONTEST Topeka, Kansas Strategic advisor and proxy solicitor for regional insurance company founded in 1996 and owned by thousands of Kansans. A dissident group headed by two former corporate officers launched a proxy contest to elect themselves and nominees of Citizens, Inc. of Austin, Texas as the new board of directors after Management rejected two acquisition proposals from Citizens. Dissident proxies were ruled invalid by the Kansas Insurance Department because the Citizens Group had not received approval to takeover the company. Review of all proxies voted at the annual meeting by an independent party certified that Management’s nominees had been elected by a majority of the shareholders. 2002 DIAMOND FIELDS INTERNATIONAL - PROXY CONTEST Vancouver, British Columbia Management’s proxy solicitor defending against change of corporate control by controlling shareholder and his allies seeking to replace independent board of directors and elect their nominees. Management was defeated when the Yukon courts rejected their appeal to adjourn the meeting so all shareholders would have the opportunity to vote on the change of corporate control. 2002 VISUALABS - THWARTED PROXY CONTEST Calgary, Alberta Strategic advisor to caretaker Management seeking to preserve and protect $4.5 million treasury and $8 million tax-loss carryforward after ex-Chairman’s 3-D TV technology was exposed to be fraudulent by the company’s new president. Mercury Partners of Vancouver abandoned its five-month legal campaign to block a $1 million private placement by Quest Ventures of Vancouver and did not proceed with their threatened proxy contest to seize corporate control of VisuaLABS immediately after the company mailed a four-page letter to shareholders and filed proxy materials on SEDAR that outlined the plans of a brand new slate of Management director nominees to revitalize and recapitalize the company as Pretium Industries 2002 QUEPASA.COM - THREATENED PROXY CONTEST Phoenix, Arizona Proxy solicitor for dissident shareholder group advised by Jeffrey Peterson, the company’s founder, seeking to block a proposed merger and replace the Board of Directors. After the dissidents filed preliminary proxy materials, Management terminated the proposed merger and agreed to stand down in favor of the dissident slate as quepasa’s new Board of Directors. 2002 VALERIE GOLD RESOURCES - PROXY CONTEST Vancouver, British Columbia Strategic advisor and proxy solicitor to the Management of Valerie Gold when Atna Resources secretly funded a limited partnership to wage a proxy contest to seize corporate control after Valerie’s Chairman spurned Atna’s offer to buy his shares and the Board of Directors rejected Atna’s proposal to merge the two junior resource companies. At the annual general meeting, Management was re-elected by an overwhelming majority (64%) of the shares voting. 2001 OREGON TRAIL FINANCIAL CORPORATION - PROXY CONTEST Baker City, Oregon Proxy Solicitor for Management besieged by activist investor seeking to force sale of 100-year old community bank. After an eleven month campaign, activist elected his nominee to the six person, classified board of directors. 2001 FLOW INTERNATIONAL - DISGRUNTLED INVESTMENT MANAGER Seattle, Washington Assisted R. Keith Long, president of Otter Creek Management in Palm Beach, Florida “send a message” to the Management of Flow that he was most gravely concerned. Created and placed advertisements in three Seattle-area daily newspapers protesting the doubling of Management’s ownership to 13.8% in the past six years through stock option grants while the stock price went nowhere and the company’s net income declined by over 70%. 2001 ASC AVCAN SYSTEMS - CONTESTED SHARE CONSOLIDATION Vancouver, British Columbia Shareholder group opposed one-for-ten share consolidation required by an European investor to reorganize and inject new capital into the company after it had entered voluntary bankruptcy. Dissidents sent a letter and solicited proxies from selected stockholders without filing an Information Circular. We assisted in obtaining over 75% shareholder approval of all the Interim Management’s proposals so our client could proceed with the company’s reorganization. 2000 TERABEAM - THREATENED CONSENT SOLICITATION Seattle, Washington Advisor to new management that raised $587 million for privately-held developer of broadband, free space optics technology. We were engaged when founder threatened a consent solicitation to regain corporate control. Dispute amicably resolved when Softbank purchased half of the founder’s stake for $100 million. 2000 FIRST GOLDWATER RESOURCES - PROXY CONTEST Vancouver, British Columbia Management’s proxy solicitor when boardroom dispute with two other founders culminated in the shareholder’s voting in favor of Management at the annual and extraordinary general meeting. 2000 OREGON TRAIL FINANCIAL CORPORATION - TAKEOVER DEFENSE Baker City, Oregon Proxy solicitor retained by interim Management concerned about potential hostile takeover bid that was later defused upon execution of a standstill agreement. New Management team was hired. Directors were re-elected by an overwhelming majority at the annual meeting. 2000 LASIK VISION CORPORATION - PROXY CONTEST Vancouver, British Columbia Strategic Advisor and Proxy Solicitor for Dr. Hugo Sutton, the company’s founder, who sought to re-establish core values as a medical company with a focus on controlled growth. Dr. Sutton’s slate was elected by 69% of the shares voting at the annual general meeting. Following the AGM, the company’s CEO was terminated and an executive committee was formed to manage operations and lead Lasik Vision’s expansion across North America. 2000 AUSPEX SYSTEMS – ACTIVIST INSTITUTIONAL INVESTOR Santa Clara, California Retained by activist seeking to enhance shareholder value by replacing the CEO and adding independent directors to the Board. Our client, together with other major institutional investors, achieved its goals, quickly and quietly after meeting with the company’s outside directors. 1999 QUEENSTAKE RESOURCES – CONTESTED AMALGAMATION Vancouver, British Columbia Engaged as Management’s Proxy Solicitor when the former chief operating officer, whose position had been eliminated, conducted a counter-solicitation to elect his nominees to the board of directors and block the proposed amalgamation of Queenstake Resources and Santa Cruz Gold. Management’s slate of directors was re-elected and the merger was approved by shareholders. 1999 PARKCREST EXPLORATIONS – PROXY CONTEST Vancouver, British Columbia Management’s Proxy Solicitor when a disagreement erupted between the president and the company’s former investor relations director on the future course of this junior oil and gas exploration company. Dissident shareholders prevailed at the shareholder meeting. 1999 NAXOS RESOURCES LTD. – PROXY CONTEST Vancouver, British Columbia Proxy Solicitor for dissident slate led by a Greek Orthodox priest in San Francisco dedicated to preserving his parishioner’s interests. Management invalidated all our client’s proxies at the annual general meeting when a preliminary tabulation showed the dissidents held a majority of the votes. Litigation following the annual general meeting resulted in a judicial settlement and consent order appointing four dissident nominees to the Board of Directors. 1998 GULF INTERNATIONAL MINERALS – PROXY CONTEST Vancouver, British Columbia Strategic Advisor and Proxy Solicitor to resolute president seeking to remove the chairman and his management slate of directors in order to protect U.K. and Canadian investors the president had recently brought into the company. The president’s dissident slate was elected. 1998 PACIFIC RIM MINING – STEALTH PROXY CONTEST Vancouver, British Columbia Strategic Advisor and Proxy Solicitor to New Management team. Former president and associates secretly commenced proxy contest by soliciting only selected shareholders. Management successfully gained support of major individual and institutional investors. Dissidents withdrew their nominations at the annual general meeting. Management’s directors were re-elected unanimously. 1998 LABRADOR INTERNATIONAL MINING – PROXY CONTEST Vancouver, British Columbia Devised and conducted proxy contest for Concerned Stakeholder Group seeking to remove directors for inactivity and abusive stock option repricing. Management retained control in a close, hard fought proxy contest when an independent director voted his unexercisable escrow shares in favor of himself and the other incumbent directors. 1998 PERUVIAN GOLD – TAKEOVER DEFENSE Vancouver, British Columbia Advisor to Management faced with latent takeover bid or proxy contest by accumulating shareholder. Management and its new, significant shareholder reached an amicable agreement, including two board seats for the insurgent investor group. 1997 PACIFIC RIM MINING - THREATENED PROXY CONTEST Vancouver, British Columbia Strategic Advisor to New Management team when the company’s disgruntled former president threatened a proxy contest to regain corporate control after New Management raised $8 million for the company. Facilitated an amicable transfer of control from previous management resulting in unanimous approval of the new board. 1997 AMERICAN BULLION MINERALS - PROXY CONTEST Vancouver, British Columbia Proxy Solicitor for Hunterbrook Capital Corp., a venture capital firm, seeking to replace management of American Bullion after its stock price had collapsed. The dissident campaign to inject new vigor into the company gained overwhelming support of institutional and individual shareholders voting at the annual general meeting. 1996 SUTTON RESOURCES - CONTESTED PROPOSALS Vancouver, British Columbia Management's Proxy Solicitor in second attempt by a dissident group headed by company's ex-chairman to force his agenda on the company by opposing two Management resolutions in order to keep his bid for control alive. Both Management proposals were passed at the annual general meeting, enabling the incumbent executives to retain control. (Sutton Resources was acquired by Barrick in 1999 at a substantial premium). 1996 SUTTON RESOURCES - PROXY CONTEST Vancouver, British Columbia Retained as Strategic Advisor and Management’s Proxy Solicitor in December 1995 after the chairman's wife sold a block of her shares to Standard Bank of South Africa and requisitioned a shareholder meeting to remove all of Sutton's directors, except her husband. The chairman disagreed with Management's decision to self-develop the company's world-class gold concession in Tanzania. Allen Nelson & Co. launched the first proxy contest in cyberspace on December 15, 1995 as an integral part of Management's intense, four-month campaign to maintain control of the company. Sutton's Management won shareholder support from a solid majority at the extraordinary meeting held on April 11, 1996. 1995 CLEARLY CANADIAN BEVERAGE – TAKEOVER DEFENSE Vancouver, British Columbia Advisor to Management faced with a proxy contest by rival group that had petitioned the British Columbia Supreme Court to adjourn the company's annual general meeting so they would have adequate time to solicit proxies to oust Management. The Court ruled in favor of Management and permitted the company to hold the annual general meeting of shareholders, as scheduled. The dissidents did not conduct a counter-solicitation. 1995 MINEFINDERS CORPORATION - PROXY CONTEST Toronto, Ontario Managed Dissident Proxy Solicitation to remove management. In a ten- day "blitzkreig" solicitation gathered votes from around the world and also overturned 85% of the “routine vote” issued to management by ADP Proxy Services in New York giving the opposition slate an overwhelming majority at the annual general meeting. Management invalidated all dissident proxies and re-elected themselves. Litigation in Ontario resulted in the dissident group gaining corporate control two months after the annual general meeting. 1995 PIERCE COUNTY MEDICAL BUREAU - DISSIDENT DOCTORS Tacoma, Washington Strategic and Tactical Advisor to Management of Blue Cross and Blue Shield insurer confronted by dissident group of its member physicians who commenced a proxy contest to block the affiliation of Pierce County Medical with King County Medical (Seattle), Blue Cross and Blue Shield of Oregon and Medical Services Bureau of Idaho to create a major regional Health Maintenance Organization in the Pacific Northwest. Dissident doctors were defeated. 1995 INTERTECH MINERALS - THREATENED PROXY CONTEST Vancouver, British Columbia Proxy Solicitor and Strategic Advisor to Board of Directors who had recently installed new Management. Legal dispute with former Management continued. A proxy contest to regain control was imminent. Positioned shareholder communications to defend new Management's actions. Proxy contest did not occur. 1995 NAPIER INTERNATIONAL TECHNOLOGIES - TAKEOVER DEFENSE Surrey, British Columbia Management Advisor positioning shareholder communications in anticipation of second attempt by a minority shareholder to elect a dissident slate of directors in order to change corporate policies. Dissidents did not commence proxy contest. 1994 BLIS INTERNATIONAL - PROXY CONTEST Coquitlam, British Columbia Engaged by New Management team 10 days before extraordinary meeting called by supporters of former executives seeking to be reinstated. Targeted key requisitionist shareholders and persuaded them to vote for New Management, thus defeating counter-coup d’etat. 1994 SOUTH UMPQUA STATE BANK - TAKEOVER DEFENSE Roseburg, Oregon Devised defensive strategy for Board of Directors to thwart a potential hostile takeover by an accumulating shareholder who was also the chairman of an acquisitive Oregon bank. 1994 SHURGARD STORAGE CENTERS – HOSTILE TENDER OFFER Seattle, Washington Advisor on $378 million tender and exchange offer devised to take a series of limited partnerships public. The company’s offer was contested by a major competitor, U-Haul, with an all cash tender offer and counter-solicitation that was rejected by the investors. 1993 WEST COAST BANCORP - "BEAR HUG" & PROXY CONTEST Newport, Oregon Strategic Advisor and Proxy Solicitor for Management in a proxy contest launched following the board’s rejection of a hostile "bear hug" exchange offer proposed by the chairman of Western Bank. Management directors were unanimously re-elected at annual meeting. 1992 CAMFREY RESOURCES - PROXY CONTEST Vancouver, British Columbia Strategic Advisor to Management and Proxy Solicitor in a fierce battle launched by Murray Pezim to gain control of the company’s $23 million royalty windfall. Defeated Pezim's raid by a 2-to-1 margin at the shareholder meeting. 1992 NENDELS CORPORATION - COURT ORDERED PROXY CONTEST Portland, Oregon Management Proxy Solicitor for a special meeting/proxy contest decreed by federal judge in Portland, Oregon because consent solicitation had been conducted while temporary restraining order was in effect. Again, gathered majority of votes. Defeated dissident leader's last-minute attempt to change procedures and elect himself as director at the special meeting in Portland, Oregon chaired by court-appointed Special Master. 1992 NENDELS CORPORATION - CONSENT SOLICITATION Seattle, Washington As Management’s Proxy Solicitor, gathered and tabulated a majority of shareholder consents supporting management within 48 hours after receiving SEC clearance. Management retained control of the company defeating a challenge by the company’s former president and his new allies who were acquisitive corporate competitors. 1991 FIRST MUTUAL SAVINGS BANK - PROXY CONTEST Bellevue, Washington Management’s Proxy Solicitor in second proxy contest in two years. Once again, defeated the minority shareholder's attempt to force the sale of the bank by defeating the election of dissident nominees to the bank’s classified board of directors. 1991 SPROUSE REITZ STORES - MANAGEMENT CAPITULATION Portland, Oregon Strategic Advisor to TransAction Companies, Ltd., of Oakland, CA, which successfully forced management of this third-generation company where family members held over 70% of the voting stock to negotiate an acquisition agreement with our client, ending a three-year siege. 1990 AMBASSADOR INDUSTRIES - PROXY CONTEST Vancouver, British Columbia Managed successful proxy contest for outraged minority shareholder seeking to remove Board of Directors. The dissident slate was elected. 1990 SPROUSE-REITZ STORES - MINORITY SHAREHOLDER SIEGE Portland, Oregon Retained as Strategic Advisor to TransAction Companies, Ltd. of Oakland, CA, after management secretly rejected a cash offer of $50 per share the year before. 1990 FIRST MUTUAL SAVINGS BANK - PROXY CONTEST Bellevue, Washington Management’s Strategic Advisor and Proxy Solicitor in proxy contest initiated by an accumulating shareholder seeking to force sale of the bank. The dissident’s nominees to the classified board were defeated at the annual meeting. 1988 FIRST MUTUAL SAVINGS BANK -TAKEOVER DEFENSE Bellevue, Washington Retained as Strategic Advisor to Management when an accumulating shareholder filed a 13-D indicating a 9.65% ownership stake. 1988 PACER CORPORATION - CONTESTED MERGER Bothell, Washington Retained as Management’s Proxy Solicitor when board approved $19 million merger with Ticketmaster subject to 2/3 shareholder approval. Major institution objected and subsequently blocked the merger at a special meeting. Subsequently, the institution found a new buyer, Wembley plc of London, England. With our client’s approval, served as Information Agent for Wembley’s successful Tender Offer. 1986 COLUMBIA FEDERAL SAVINGS BANK - TAKEOVER DEFENSE Wenatchee, Washington Management’s Strategic Advisor when two accumulating shareholders sought regulatory approval to increase stakes to 25% and 55.1% in local thrift institution with assets of $384 million. Enabled management to side-step takeover threat. (Thrift was later acquired at a premium price in a friendly merger with Washington Mutual.) 1986 PACIFIC NORTHWEST LIFE INSURANCE – TAKEOVER DEFENSE Portland, Oregon Management’s Strategic Advisor in mounting a takeover defense against Universal Security Life Insurance Company of Kirkland, Washington. Defused hostile threat. 1986 EMF CORPORATION - UNSOLICITED TENDER OFFER Redmond, Washington Management’s Advisor on an unsolicited $14.5 million Tender Offer by Buhrmann-Tetterode N.V. (Amsterdam, The Netherlands) that was later consummated as an amicable acquisition. 1986 PACIFIC GAMBLE ROBINSON – UNSOLICITED TENDER OFFER Kirkland, Washington Management’s Advisor on an unsolicited $60 million Tender Offer by Stevedoring Services Group of Seattle that was accepted following negotiations. 1985 PACIFIC GAMBLE ROBINSON - TAKEOVER DEFENSE Kirkland, Washington Strategic Advisor to Management when a local investor group holding 6% of the company’s stock attempted to purchase a major block of shares. Our client thwarted the hostile share acquisition. 1985 ROCKOR - PROXY CONTEST Redmond, Washington Management’s Proxy Solicitor in a battle for corporate control of $100 million high tech company conducted by a professional corporate raider working with the former president of a subsidiary. Dissidents were vanquished at the annual meeting. 1984 MICROFAST SOFTWARE - PROXY CONTEST Anchorage, Alaska/Seattle, Washington Dissident director’s Proxy Advisor to facilitate the successful assumption of corporate control by the company’s outside directors who then terminated management. 1983 CRYSTAL MOUNTAIN, INC. - PROXY CONTEST Seattle, Washington Management’s Strategic Advisor in defeating the re-election of an insurgent minority director to the board. 1982 PACIFIC NORTHWEST LIFE INSURANCE – PROXY CONTEST Portland, Oregon Management’s Proxy Solicitor in battle for corporate control with accumulating shareholder seeking to force merger. Unwelcome acquisition halted by management’s aggressive response. 1982 BELLINGHAM NATIONAL BANK – BOARDROOM DISPUTE Bellingham, Washington Advisor to Board of Directors when outside director began shopping bank for sale. The directors’ unauthorized activities were squelched. 1981 PACIFIC GAMBLE ROBINSON - TAKEOVER DEFENSE Seattle, Washington Management’s Strategic Advisor on $5 million company repurchase of a minority share position accumulated by Saul Steinberg of Reliance Group Holdings in New York City. 1980 PACIFIC GAMBLE ROBINSON - TAKEOVER DEFENSE Seattle, Washington Strategic Advisor to Management in successful, ten-day takeover defense against $60 million “bear hug” cash offer by Franz Haniel & Cie, GmbH of Duisberg, West Germany. 1979 HOUSEHOLD FINANCE – CONTESTED TENDER OFFER Prospects Heights, Illinois Strategic Advisor to Household Finance on $30 million Tender Offer for Wien Air Alaska that was secretly opposed by means of a "creeping tender offer" conducted by Alaska Airlines of Seattle, its only direct competitor. Household Finance prevailed after increasing the price of its tender offer. (Alaska Airlines was sanctioned and fined $200,000 by the Civil Aeronautics Board for acquiring over 10% of Wien Air Alaska's stock without prior C.A.B. approval). 1978 WIEN AIR ALASKA - PROXY CONTEST Anchorage, Alaska Management’s Proxy Solicitor in proxy contest for corporate control where dissidents were totally financed by the Airline Pilots Association of Washington, D.C. which was conducting a prolonged strike against this tiny airline to enforce an international union policy of three pilots in the cockpit. Dissidents were defeated at a rancorous two-day annual meeting in Anchorage attended by 600 people. 1978 UNIFLITE - PROXY CONTEST Bellingham, Washington Proxy Solicitor and Strategic Advisor to Management as they defeated an attempt by large minority shareholders to elect two nominees as directors, under cumulative voting, in order to influence corporate policy of this renowned pleasure boat manufacturer. 1976 CENTENNIAL VILLAS - ANNUAL MEETING COUP D'ETAT Seattle, Washington Strategic Advisor to New Management in thwarting an ambush by the former president seeking to regain corporate control at the annual meeting. Dispute was resolved in weeks following the meeting. 1971-72 SHAREHOLDER COMMUNICATIONS CORPORATION (PROXY CONTESTS AND SHAREHOLDER SOLICITATIONS) New York City Allen Nelson was Vice President and Director of Proxy Solicitation at Shareholder Communications where he managed Proxy Contests waged by dissident shareholder groups seeking control of GAF, Chris Craft, TelePrompTer and others.

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