Fill and Sign the Proposal to Adopt Plan of Form

PROPOSAL TO ADOPT' PLAN OF DISSOLUTION AND LIQUIDATION On February 27, 1992, the Company's Board of Directors approved a resolution to recommend to the Company's stockholders that the Company be dissolved and liquidated. In connection with the dissolution of POCI, Inc., the Company's subsidiary POCA, Incorporated ("POCA'), will also be dissolved and liquidated. POCA ceased aircraft operations on July 3, 1989 and all the aircraft and related equipment were sold prior to December 31, 1989. On March 2, 1990, POCA sold its travel club assets and ceased operation of POCA I s travel agency. Since March 2, 1990, the Company has been evaluating various alternative business activities, winding up the remaining activities associated with POCA Is previous aircraft, travel club, and travel agency operations and resolving outstanding issues and claims associated with POCA I s income and excise tax refund and assessment claims, litigation and environmental matters. Upon the liquidation of POCA , the remaining assets will be paid to the Company in partial payment of approximately $19.1 million in debt owing to the Company as of December 31, 1991. The POCA debt represents both principal and interest on funds advanced to POCA from a significant portion of the proceeds of the Company Is public offering in February 1986. The amount paid by POCA will be substantially less than the amount owed on the promissory note. Therefore, the liquidation preference on the POCA preferred stock, which would be payable only if there were assets remaining following payment of all debts, has no value. The -Board of Directors I recommendation to dissolve and liquidate the Company is based on its determination that no reasonable business alternatives exist for POCA or the Company and that the outstanding issues and claims against POCA are sufficiently resolved to allow POCA and the Company to be dissolved and liquidated. Currently, the only remaining significant outstanding claim involves an environmental matter (see notes to the consolidated financial statements and page 4 of the Company's Annual Report on Form 10-K provided herewith). The Company has taken certain preliminary remediation activities to clean up the contaminated area. Environmental consultants to the Company have recently completed an evaluation of the extent and location of the environmental contamination and on June 17 ' 1992 submitted a report to the Colorado Department of Health. The Colorado Department of Health must now review the report to determine the remedial activity, if any, it will require to resolve the soil contamination matter. Based on the environmental consultants I evaluation, the Company believes that the minimum cost of the corrective action will be approximately $25,000. Until the Colorado Department of Health makes its final determination, the actual cost of any further remediation that may be required will not be known, and therefore, it is not possible for the Company to estimate the anticipated costs or duration of any remediation efforts, if any, that may be required. The estimated $25,000 minimum costs for remediation efforts will be reflected in the Company's second quarter financial results. The Company anticipates that POCA may receive additional claims from various creditors during the liquidation process, most of which are unknown at this time, relating to possible amounts owing from POCA I s prior operations. The Company does not know at this time the nature, amount, or validity of such claims. The Company’ s net book value per share as of December 31, 1991, March 31, 1992, and May 31, 1992, based on the liquidation preference of Ports of Call Travel Club being valued at zero, is $2.32, $2.29, and $2.28, respectively. The amount per share that will be received by the stockholders in liquidation cannot be reasonably estimated at this time since the nature, extent and duration of remedial activity related to the environmental matter that may be required, and the amount of any additional claims against POCA cannot presently be determined. Alternatives Considered by the Board of Directors The Board of Directors considered a number of alternatives including starting a new business, acquiring an operating company, investing in an operating company, or liquidating the Company as suggested by certain shareholders at the 1991 Annual Meeting. The Board of Directors has been unable to identify an acceptable acquisition candidate. In addition, the Board believes that an acquisition on acceptable terms is unlikely because of the unresolved environmental matter. The Board of Directors is also unwilling to risk the Company I s remaining assets on a new business venture. In view of the foregoing, and the general risks associated with acquiring or generating a profitable business, the Board of Directors does not believe that such alternatives are in the stockholders I best interests. If the Company were to continue in existence, it would continue to incur accounting, legal and other expenses relating to the routine corporate filings which must be made by all public companies. After reviewing the various alternatives, the Board has concluded that liquidating POCA and the Company is in the best interest of the shareholders as a whole. Stockholder Action Proposed At the Annual Meeting, the Company's stockholders will be asked to vote on a proposal to adopt a Plan of Dissolution and Liquidation (the "Plan"), pursuant to which the Company, without further action by the stockholders (except as such action may be required by law or as the Board of Directors may deem appropriate), will be dissolved and liquidated after payment of, or provision for the payment of, accrued and contingent liabilities and claims of POCA and the Company. Any remaining assets would be distributed to the stockholders. At this time the Board of Directors cannot estimate the amount of assets, if any, that will be available for distribution to stockholders. Pursuant to Section 275 of the Delaware General Corporation Law, the approval of stockholders owning a majority of the Company's outstanding voting stock is necessary to adopt the Plan. THE TEXT OF THE PLAN IS CONTAINED IN APPENDIX A ATTACHED HERETO. THE BRIEF DESCRIPTION OF THE PLAN SET FORTH HEREIN AND IN THE SUMMARY OF THE MATERIAL TERMS OF THE PLAN UNDER "PLAN OF DISSOLUTION AND LIQUIDATION" IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLAN. The Plan provides for the dissolution of the Company pursuant to the provisions of the Delaware General Corporation Law. When the Plan becomes effective, upon its approval by the Company Is stockholders, the Company will file a Certificate of Dissolution with the Delaware Secretary of State. The Company will thereupon cease business operations. The Company's corporate existence will continue thereafter, but solely for the purpose of liquidating its assets, winding up its business affairs, paying its liabilities and distributing its remaining assets, if any, under the Plan. The Plan contemplates that upon its effectiveness, payment of or provision for payment of any accrued and contingent liabilities and claims of the Company win be made out of the Company Is assets. Thereafter, any assets remaining will be distributed to stockholders as promptly as possible. The Plan authorizes the Board of Directors to abandon the dissolution of the Company at any time if the Board of Directors deems such action to be in the best interest of the Company. If the Plan is approved by the stockholders, the stock transfer books of the Company will be closed as of the close of business on a date fixed by the Board of Directors for the distribution of assets. Thereafter, no assignments or transfers of Common Stock (except for those occurring by will, intestate succession or operation of law) will be recorded. If assets are available for distribution to stockholders, the holders of Common Stock will be required to surrender their stock certificates before they win receive any cash or other assets to which they are entitled under the Plan. If a stockholder fails to surrender his certificate, his share of any distribution will be retained until his certificate is surrendered or until he furnishes an indemnity bond in the event of loss or destruction of the certificates. No interest will be paid or accrued on the cash or other assets payable upon surrender of Company stock certificates. The stockholders of the Company will be notified as promptly as possible of the distribution date and will be advised as to the procedure for surrender of their certificates in exchange for any remaining cash or other assets to which they are entitled. The Board of Directors may provide for one of more liquidating trustees for the benefit of the Company Is stockholders and creditors, and authorize the execution and delivery on their behalf of a liquidating trust agreement, pursuant to which the trustee will receive (i) assets to meet unascertained or contingent liabilities and expenses, and (ii) assets held on behalf of stockholders who cannot be located. Federal Income Tax Consequences of Dissolution If the amount of the distribution to a stockholder exceeds the stockholder's tax basis in his Shares, the stockholder will generally realize and recognize a gain. Alternatively, if the amount of a distribution to a particular stockholder is below the stockholder's tax basis in his Shares, the stockholder will generally realize and recognize a loss. Such gain or loss generally will be a capital gain or loss, assuming that the Common Stock is held as a capital asset by the stockholder. The Company believes that the liquidating trust will qualify as a liquidating trust for federal tax purposes. Such qualification will allow POCI I s stockholders to recognize currently any gain or loss, measured by the difference between the amount received (including each stockholder Is share of the assets transferred to the trust) and their adjusted basis in the POCI shares. If the trust has income, such as investment income, the trust must distribute annually such income (minus trust expenses) to the POCI stockholders. The stockholders would be taxed currently on the income distributed to them. Upon final distribution from the trust, the stockholders may have further gain or loss measured with reference to their share of the assets transferred to the trust. To obtain the above tax treatment, Internal Revenue Service policy requires that the liquidation be accomplished and the trust terminated within 3 years of its creation. The Company believes that the liquidation will be completed within such period. Vote Required Under Delaware law, adoption of the Plan will require the favorable vote of the holders of a majority of the outstanding shares of Common Stock of the Company. Each of the members of the Board of Directors is recommending approval of the Plan. Because Messrs. Gardner and Kountz beneficially own approximately 59% of the Shares entitled to vote, the adoption of the Plan is assured. Appraisal Rights If the Plan is approved and the Company is dissolved, the stockholders of the Company will have no appraisal, dissenter's or similar rights under Delaware law. Annual Report on Form 10-K and Quarterly Report on Form 10-Q The information contained in the Company Is Annual Report on Form 10-K for the year ended December 31, 1991 and Quarterly Report on Form 10-Q for the period ended March 31, 1992 is incorporated herein by reference. The Board of Directors recommends a vote FOR approval of the Plan of Dissolution and liquidation. If the Plan of Dissolution and Liquidation is not approved by the stockholders and if a stockholder desires to have a proposal formally considered at the 1993 annual meeting and included in the proxy statement for that meeting, the proposal must be received in writing by the Company at its executive offices on or before February 15, 1993. APPENDIX A PLAN OF DISSOLUTION AND LIQUIDATIONOF POCI, INC. This Plan of Dissolution and Liquidation (the "Plan") is intended to affect the complete, voluntary dissolution and liquidation of POCI, Inc., a Delaware corporation (the "Company"), in accordance with the General Corporation Law of the State of Delaware in substantially the following manner: 1. This Plan shall be effective on the date (the "Effective Date") on which it is adopted by the affirmative vote of the holders of a majority of the outstanding shares of the Company's Common Stock, par value $0.20 per share, entitled to vote thereon, at the Annual Meeting of Stockholders to be held on August 25, 1992. 2. After the Effective Date, the Company and its proper officers shall proceed to complete the following actions as promptly as they deem advisable: (a) The Company shall sell, exchange, lease or otherwise dispose of any assets, other than cash, of the Company to any person or persons to the extent that such transaction can be accomplished for consideration and upon terms and conditions deemed by the Board of Directors to be in the best interests of the Company and its stockholders. The Company shall collect or make provision for the collection of accounts receivable, debts and claims owing to it. (b) Subject to the payment of or the making of other provision for the debts, expenses, taxes and other liabilities of the Company, including contingent liabilities, all of the assets of the Company shall be distributed pro rata to its stockholders in one or a series of distributions, at any time or from time to time, in cash or in kind, and in any manner that the Board of Directors, in its discretion, may determine. (c) The Board of Directors of the Company may provide for one or more liquidating trustees for the benefit of the Company's stockholders, to authorize the execution and delivery on their behalf of a liquidating trust agreement, and to transfer to such trustees (i) any assets the retention of which may be advisable to meet unascertained or contingent liabilities or expenses, and (ii) any assets held on behalf of stockholders who cannot be located. (d) The Company shall (i) pay and discharge or make adequate provision for the payment and discharge of all debts, expenses, taxes and liabilities of the Company, (ii) withdraw from all jurisdictions in which the Company is qualified to do business, (iii) wind up its business and affairs, and (iv) complete the formal dissolution of the Company under the Delaware General Corporation Law. 3. Implementation of this Plan shall be under the direction of the Board of Directors of the Company, which shall have full authority to carry out the provisions of this Plan or such other actions it deems appropriate without further stockholder action. 4. Notwithstanding authorization of consent to this Plan by the Company's stockholders, the Board of Directors may abandon the proposed dissolution without further stockholder action if such action is deemed to be in the best interests of the Company. 5. It is intended that the implementation of this Plan be completed within three years after the Effective Date.