-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8ddfdJ7uaRH15gPS2r9vg7NE7FNxBpRqGwH+hSbv4p7QG+GGIj6xIlLOcn8WATY Dw9xQ4Cwx3JnAgtO7NovTA== 0000921530-02-000512.txt : 20020918 0000921530-02-000512.hdr.sgml : 20020918 20020918160849 ACCESSION NUMBER: 0000921530-02-000512 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020916 ITEM INFORMATION: Other events FILED AS OF DATE: 20020918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMERGING DELTA CORP CENTRAL INDEX KEY: 0000904145 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 721235451 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-61892 FILM NUMBER: 02767016 BUSINESS ADDRESS: STREET 1: 220 CAMP ST CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5045241801 MAIL ADDRESS: STREET 1: 220 CAMP ST. CITY: NEW ORLEANS STATE: LA ZIP: 70130 8-K 1 deltacorp_8k91602.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2002 EMERGING DELTA CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 33-61892-FW 72-1235451 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 220 Camp Street New Orleans, Louisiana 70130 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (504) 524-1801 Item 5. Other Matters On September 16, 2002, Delta Gamma Acquisition LLC, a company controlled by Allen Campbell ("DGA"), commenced a tender offer to purchase shares (the "Shares") of Emerging Delta Corporation ("Delta") and Emerging Gamma Corporation ("Gamma"). Shareholders of Delta and Gamma are being offered three choices under the terms of the tender offer: 1. To stand pat and not tender any Shares. 2. To tender 40% of your Shares of both Delta and Gamma at $12.50 per Share. 3. To tender 80% of your Shares of both Delta and Gamma at $12.50 per Share. Attached as exhibits to this report are the following items which described in more detail the terms and conditions of the tender offer and the views of management with respect to the tender offer. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibit Number Description ------------- ------------- 99.1 Letter to Shareholders 99.2 Tender Offer 99.3 Letter of Acceptance SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized. EMERGING DELTA CORPORATION Date: September 16, 2002 By: /s/ Burt H. Keenan ------------------ Burt H. Keenan Chairman of the Board and Chief Executive Officer EX-99 3 deltacorp_8kex991.txt EXHIBIT 99.1 - LETTER TO SHAREHOLDERS EXHIBIT 99.1 Emerging Delta Corporation Emerging Gamma Corporation 17571 Red Oak Drive Houston, Texas 77090-1247 September 16, 2002 To: The Shareholders of Emerging Delta Corporation and Emerging Gamma Corporation Re: Change of Management and Tender Offer Dear Shareholders, The purpose of this letter is to: o inform you of decisions that have been made regarding the management of Emerging Delta Corporation and Emerging Gamma Corporation, o introduce Allen Campbell to you, o and advise you that a Tender Offer is being made for shares that you own in Emerging Delta Corporation and Emerging Gamma Corporation. Background - ---------- As you know, Emerging Alpha Corporation, Emerging Beta Corporation, Emerging Delta Corporation and Emerging Gamma Corporation (the "Emerging Companies") were created in 1993 for the purpose of acquiring business operations. Two of the Emerging Companies (Alpha and Beta) have acquired and now conduct business operations, and the two remaining (Delta and Gamma) have not yet acquired operating businesses. Management believes that Delta and Gamma will be better served if new management take over the affairs of the companies. Mr. Campbell is located in Austin, Texas. Management believes his location will greatly enhance the probability of finding business opportunities for our companies. Let us introduce Allen Campbell to you at this time. Black Chaffe has known Allen for over twenty years. Burt Keenan has had numerous discussions with Mr. Campbell regarding the use of public shells. Allen has a background in law, finance and general business. (More information about Allen is provided in the Tender Offer document included herewith.) Allen has been impressed with the structure of the Emerging Companies since their inception, and believes that mergers/acquisitions can be found for Delta and Gamma that will be profitable and enhance the value of the shares of Delta and Gamma. For several years Allen has expressed his interest in becoming involved with the companies. Page 1 of 3 Accordingly, the following arrangements have been made: 1. Three of your directors are resigning as directors and/or officers: Burt Keenan, Black Chaffe and Daniel Killeen. 2. The fourth director, chief financial officer and secretary, Jerry Jarrell, will stay on. 3. As a condition of the Tender Offer described below, Burt Keenan and Black Chaffe have agreed to sell 80% of their shares to Allen for $1.25 per share, which is equal to 100% of the cash that Burt and Black paid for those shares. Therefore Burt and Black will retain 20% of their shareholdings. 4. Daniel Killeen and Jerry Jarrell are retaining their shares in the companies. 5. We have arranged for Delta Gamma Acquisition LLC, a company controlled by Allen Campbell, to offer to buy up to 80% of the shares owned by the outside shareholders at $12.50 per share, which is equal to 100% of the price paid for those shares in the public offering. At the conclusion of the Tender Offer, the resignations of Burt Keenan, Black Chaffe and Daniel Killeen will become effective, and they will be replaced by a slate of directors nominated by Allen. (Information about them is provided in the Tender Offer document transmitted herewith.) 6. The Tender Offer is enclosed herewith. Specifically, under the Tender Offer, you have three choices: Option #1: stand pat and not tender any of your shares. Option #2: tender 80% of your shares @ $12.50 per share. Option #3: tender 40% of your shares @ $12.50 per share. Example: a typical shareholder owns 100 shares. For such a shareholder the offer works out to be the shareholder's choice of: Option #1: Stand pat and retain all your shares. Option #2: Sell 80 shares (80% of their shares) @ $12.50 per share for a total of $1000 (100% of what they paid), and keep 20 shares (20%). Option #3: Sell 40 shares (40% of their shares) @ $12.50 per share for a total of $500 (50% of what they paid), and keep 60 shares (60%). Recommendation - -------------- Management believes the terms of the Tender Offer are fair and that all three of the options are attractive. Management does not recommend any of the three options over the others. We realize that each shareholder has individual reasons for making decisions. In making your decision, we suggest that you consider the following factors: o Most of the shareholders have held their shares for almost ten years - you have "paid your dues" so to speak. o The new management team is committed to finding and acquiring attractive companies. o The upside speculative potential for the shares is high if a good acquisition is consummated, although the potential for loss of your investment is also high even if an acquisition is consummated. Page 2 of 3 One other important consideration is this: The companies will perform better as public companies if you do not tender your shares, because the shares of Emerging Delta and Emerging Gamma will be more attractive to investors and brokers with as many shares as possible in the "public float", that is, in the hands of shareholders like you. Allen Campbell intends to find acquisitions for the two companies. He also intends to cause both companies (post-reverse merger) to be listed for trading by market makers and reported on the OTC Bulletin Board (and/or listed on its pending successor, the BBX) or, if eligible, on NASDAQ to help create liquidity for the shareholders and financing possibilities in the future. In that regard, market makers will want there to be as many shareholders as possible holding round lots (100 shares). Furthermore, in connection with the Form 211 Application to be filed by market makers, which must be approved by the NASD, the OTC-BB has an unquantified requirement that there be an acceptable number of shares in the public float owned by an acceptable number of owners. Lastly, financing options are increased, and owners of potential acquisition candidates will look more favorably on Delta and Gamma, when the shares are quoted and traded actively. How to Respond to the Tender Offer - ---------------------------------- If you want to stand pat, it is not necessary to take any action. If you want to tender your shares (up to the 80% maximum), follow the instructions in the Tender Offer. We look forward to Allen Campbell and his team creating opportunities for all of us. If you have any questions please contact Burt Keenan (504) 524-1801 or Jerry Jarrell (281) 537-9602. Sincerely Yours, Burt H. Keenan Chairman of Board and Chief Executive Officer Page 3 of 3 EX-99 4 deltacorp_8kex992.txt EXHIBIT 99.2 - TENDER OFFER EXHIBIT 99.2 TENDER OFFER September 16, 2002 To: Shareholders of Emerging Delta Corporation and Emerging Gamma Corporation Delta Gamma Acquisition LLC ("DGA") hereby offers to purchase shares (the "Shares") of Emerging Delta Corporation ("Delta") and Emerging Gamma Corporation ("Gamma") on the terms and conditions stated below and in the accompanying Letters of Acceptance. You have three choices under the terms of the Tender Offer: 1. You may elect to stand pat and not tender any Shares. If so, it is not necessary to complete the Letters of Acceptance or take any action. 2. You may elect to tender 40% of your Shares of both Delta and Gamma at $12.50 per Share. 3. You may elect to tender 80% of your Shares of both Delta and Gamma at $12.50 per Share. You must complete Letters of Acceptance for each of Delta and Gamma and tender equal numbers of Delta and Gamma shares; if you do not, the Tender Offer will be deemed not accepted. No minimum number of shares will need to be tendered for completion of the Tender Offer. This Tender Offer will remain open until 5:00 PM, Central Time, on Tuesday, October 8, 2002, unless extended (the "Expiration Date"). If you wish to accept this Tender Offer, you must complete, execute and deliver the enclosed Letter of Acceptance for each of Delta and Gamma, together with your Delta and Gamma share certificates and any other required documentation, by the Expiration Date to: Jerry W. Jarrell, Escrow Agent 17571 Red Oak Drive Houston, Texas 77090-1247 Mr. Jarrell, as Escrow Agent, is disseminating materials and handling such other matters as may be required in connection with the transfer of shares and payment for the shares. Instructions for acceptance of the Tender Offer and completion of all documentation are included in Exhibit A to this Tender Offer and in the Letters of Acceptance. Please read the instructions carefully. If you choose not to accept the Tender Offer, no action on your part is necessary. Please see Exhibit A, Terms of the Offer; Certain Information About the Purchaser. Very truly yours, Delta Gamma Acquisition LLC By -------------------------------- Allen F. Campbell Page 1 of 10 Exhibit A SHAREHOLDERS ARE ADVISED TO READ THIS TENDER OFFER AND THE RELATED LETTERS OF ACCEPTANCE, ALL OF WHICH CONTAIN IMPORTANT INFORMATION. TERMS OF THE OFFER Expiration Date Upon the terms and subject to the conditions set forth in the Tender Offer (including, if the Tender Offer is extended or amended, the terms and conditions of any extension or amendment), the Purchaser will accept for payment and pay for all Shares that are validly tendered on or prior to the Expiration Date and not theretofore withdrawn. The term "Expiration Date" shall mean 5:00 PM, Central Time, on October 8, 2002, unless and until the Purchaser, in its sole discretion, shall have extended the period of time during which the Tender Offer shall be open, in which event the term "Expiration Date" shall mean the latest time and date at which the Tender Offer, as so extended by the Purchaser, shall expire. Purchase of Shares The number of Shares which the Purchaser will purchase pursuant to the Tender Offer will be all Shares properly tendered and not withdrawn prior to the Expiration Date. Changes to the Tender Offer If, prior to the Expiration Date, the Purchaser determines to change any term of the Tender Offer, the Tender Offer will be extended for a minimum of ten (10) days. Dissemination of the Offer to Shareholders The Company has provided the Purchaser with the Company's shareholder list and security position listings for the purpose of disseminating the Tender Offer to holders of Shares. This Tender Offer, the related Letters of Acceptance and other related materials are being mailed by the Purchaser to record holders of Shares and furnished by the Purchaser to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of the Shares. Acceptance for Payment and Payment Upon the terms and subject to the conditions of the Tender Offer (including, if the Tender Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will purchase, by accepting for payment, and will pay for, all Shares validly tendered on or prior to the Expiration Date and not properly withdrawn, as soon as practicable after the Expiration Date. Payment for Shares accepted for payment pursuant to the Tender Offer will be made only after timely receipt by the Escrow Agent of (i) certificates for such Shares pursuant to the procedures set forth below; (ii) Letters of Acceptance, Page 2 of 10 properly completed and duly executed, with any required guarantees; and (iii) all other documents required by the Letters of Acceptance. For purposes of the Tender Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, tendered Shares as, if and when the Purchaser gives oral or written notice to the Escrow Agent of its acceptance for payment of such Shares pursuant to the Tender Offer. Payment for Shares accepted for payment pursuant to the Tender Offer will be made by deposit of the offer price therefore with the Escrow Agent, who will act as agent for the tendering shareholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering shareholders. In no circumstances will interest be paid on the purchase price of the Shares by the Purchaser, regardless of any delay in making such payment. If any tendered Shares are not accepted for payment or paid for pursuant to the terms and conditions of the Tender Offer for any reason or are not paid for because of invalid tender, or if certificates are submitted for more Shares than are tendered, certificates for any such unpurchased Shares will be returned, without expense to the tendering shareholder as promptly as practicable after the expiration, termination or withdrawal of the Tender Offer. Procedure for Accepting the Tender Offer and Tendering Shares For a shareholder to tender Shares validly pursuant to the Tender Offer, a Letter of Acceptance for each of Delta and Gamma, properly completed and duly executed, together with any required signature guarantees and all other documents required by each such Letter of Acceptance, must be transmitted to and received by the Escrow Agent at the address set forth on the cover of this Tender Offer. In addition, either (i) the certificates for such tendered Shares together with the Letters of Acceptance must be received by the Escrow Agent, or (ii) the tendering shareholder must check the appropriate lost share certificate box on the Letter of Acceptance and, once contacted by the Emerging Companies' Stock Transfer Agent, complete any required lost certificate documentation. THE METHOD OF DELIVERY OF SHARES, THE LETTERS OF ACCEPTANCE AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER OF SUCH SHARES. IF SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Signature Guarantees Signatures on all Letters of Acceptance must be guaranteed by a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. ("NASD"), or by a commercial bank or trust company having an office or correspondent in the United States (each of the foregoing being an "Eligible Institution"), unless the Shares tendered thereby are tendered (i) by a registered holder of Shares that has not completed the box entitled "Special Delivery Instruction" or the box entitled "Special Payment Instructions" on the Letters of Acceptance, or (ii) for the account of an Eligible Institution. See Instruction 1 of the Letters of Acceptance. Page 3 of 10 Backup Withholding To prevent federal income tax backup withholding on payments made to holders of Shares (excluding corporations and certain foreign individuals) with respect to the purchase price of the Shares purchased pursuant to the Tender Offer, each such shareholder must, by completing the Substitute form W-9 included in the Letters of Acceptance, provide the Escrow Agent with his correct taxpayer identification number (Social Security number or employer identification number) and certify that such number is correct and that he is not subject to backup federal income tax withholding. See Instruction 9 to each Letter of Acceptance. Power of Attorney and Proxy By executing a Letter of Acceptance for each of Delta and Gamma, a shareholder tendering Shares pursuant to the Tender Offer irrevocably appoints designees of the Purchaser as his attorneys-in-fact and proxies in the manner set forth in the applicable Letter of Acceptance with respect to the Shares, each with full power of substitution, to the full extent of such shareholder's rights with respect to the Shares tendered by such shareholder and accepted for payment by the Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of this Tender Offer. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in such tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts such Shares for payment. Upon such appointment, all prior powers of attorney and proxies given by such shareholder with respect to those Shares will be, without further action, revoked, and no subsequent powers of attorney and proxies may be given by such shareholder or subsequent written consents executed (and, if given or executed, will be deemed ineffective). The designees of the Purchaser will be empowered to, among other things, exercise all voting and other rights of such shareholder with respect to the Shares as such designees, in their sole discretion, may deem proper, including such voting and other rights existing at any annual, special, adjourned or postponed meeting of the Company's shareholders, or in connection with any action by written consent in lieu of any such meeting, or otherwise. Determination of Validity All questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of any particular Shares determined by it not to be in proper form or the acceptance of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Tender Offer or any defect or irregularity in any tender of Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. The Purchaser's interpretation of the terms and conditions of the Tender Offer (including the Letters of Acceptance and the instructions thereto) will be final and binding on all parties. Binding Agreement A tender of Shares pursuant to any of the procedures described above will constitute the tendering shareholder's acceptance of the terms and conditions of the Tender Offer and will constitute a binding agreement between the tendering shareholder and the Purchaser. Page 4 of 10 Withdrawal Rights Except as otherwise provided in this Section, all tenders of Shares made pursuant to the Tender Offer are irrevocable. Shares tendered pursuant to the Tender Offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal to be effective, a written, telegraphic, or facsimile transmission notice of withdrawal must be timely received by the Escrow Agent at the address set forth on the cover of this Tender Offer. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the names in which certificates representing such Shares are registered, if different from that of the person who tendered such Shares. All questions as to the form and validity (including timeliness of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion, and its determination will be final and binding on all parties. Certain Federal Income Tax Consequences The discussion of certain federal income tax consequences under the Internal Revenue Code of 1986, as amended (the "Code"), that is set forth below is for general information only and does not constitute a complete discussion of all tax consequences of the Tender Offer. This discussion does not purport to deal with all aspects of taxation that may be relevant to particular shareholders in light of their personal investment circumstances or to certain types of shareholders subject to special treatment under the federal income tax laws (including, without limitation, insurance companies, tax-exempt organizations, financial institutions, broker-dealers, foreign corporations, or taxpayers subject to the alternative minimum tax), nor are any aspects of state, local or foreign tax laws discussed herein. Further, the discussion does not address federal income tax consequences to shareholders who are or were employees of the Company and who acquired Shares pursuant to the exercise of a stock option or other compensatory transaction. THE FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS FOR GENERAL INFORMATION ONLY. EACH SHAREHOLDER IS URGED TO CONSULT HIS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF DISPOSITIONS OF SHARES PURSUANT TO THE TENDER OFFER. The receipt by a shareholder of cash for Shares pursuant to the Tender Offer will be a taxable transaction for federal income tax purposes under the Code, and also may be a taxable transaction under applicable state, local and other tax laws. A tendering shareholder will generally recognize gain or loss equal to the difference between the amount of cash received by the shareholder pursuant to the Tender Offer in exchange for his Shares and the adjusted tax basis in such Shares. Such gain or loss generally should be a capital gain or loss if the Shares are a capital asset in the hands of the shareholder and will be long-term if the Shares have a holding period of more than one year at the time of their exchange for cash pursuant to the Tender Offer. No ruling has been or will be requested from the Internal Revenue Service as to any of the tax effects discussed above. Page 5 of 10 CERTAIN INFORMATION ABOUT THE PURCHASER Please see Delta's and Gamma's Form 10-KSB for the fiscal year ended March 31, 2002, Form 10-QSB for the quarter ended June 30, 2002, and Form 8-K dated August 9, 2002, for background information, including discussion of relevant risks. Delta Gamma Acquisition LLC Delta Gamma Acquisition LLC, a Texas limited liability company ("DGA"), has been formed by Allen Campbell for the sole purpose of acquiring shares of Emerging Delta Corporation ("Delta") and Emerging Gamma Corporation ("Gamma") (together, the "Emerging Companies"). Allen Campbell is the controlling person of DGA. Other individuals or entities may become shareholders of DGA. Proposed Directors Prior to the Closing Date, with the exception of Jerry W. Jarrell, the current directors of both Emerging Companies have agreed that they shall, effective on the Closing Date, (i) tender their resignations and (ii) vote for a new slate of directors nominated by Allen Campbell to fill the respective Board vacancies resulting from the resignations. Jerry W. Jarrell - ---------------- Jerry will remain as Chief Financial Officer, Secretary and Director of both Emerging Companies. Jerry has served as our Chief Financial Officer and a Director since inception in February 1993. From May 1998 to September 2000, he was a non-executive Director of Independent Energy Holdings PLC. From April 1991 to May 1998, Mr. Jarrell was an Executive Director and Chief Financial Officer of Independent Energy. In September 2000, Independent Energy became the subject of a receivership proceeding under U.K. law. He served as Chief Financial Officer for the Woodson Companies, an oil field construction company, from 1977 to 1990. From 1971 to 1977, he was Secretary-Controller for Offshore Logistics. From 1966 to 1971, he was a Certified Public Accountant with Arthur Andersen and Company, and holds a B.S. degree in accounting from Louisiana Tech University. The new directors which Allen Campbell proposes to nominate are: Allen F. Campbell - ---------------- Allen will be the new Chief Executive Officer and Chairman of the Board of both companies. Allen, who was born in 1942, is a general businessman and resides in Austin, Texas. Allen holds the following degrees: BA, College of Wooster (1964); JD, Columbia University (1967); MBA, University of Chicago (1972). Allen is licensed as an attorney in Ohio and New Jersey (inactive in both states). His primary experience as a practicing attorney was with Taft, Stettinius & Hollister, a leading firm in Cincinnati, Ohio, where he handled general corporate matters with a specialty in antitrust planning and litigation. Page 6 of 10 Allen has experience as an investment banker. He was an associate in the Corporate Finance department of Bear Stearns & Co., New York City, and was Vice President and Director of the Corporate Finance Department of Schneider Bernet & Hickman, a regional investment banking firm headquartered in Dallas, Texas. Allen also has experience as a consultant with the international technology and management consulting firm, Arthur D. Little & Co., of Cambridge, Massachusetts. Allen has been an independent businessman since January 1, 1980. He was the founder and chairman of International Murex Technologies, a biotechnology company principally well-known for the innovative SUDS(TM) rapid AIDS diagnostic test for AIDS. As Chairman and controlling shareholder, he provided and/or arranged all funding and developed the company's strategic plan. Murex was eventually sold to Abbott Labs. He has owned or been the co-principal of several other businesses, in various fields including financial services and magazine publishing. For the past five years, Allen has been engaged in general financial consulting (including consulting with a mergers and acquisitions and financial advisory services firm), investment portfolio management (as a program partner with an institutional registered investment advisory firm), and personal investments. Dermot S.L. Butler - ------------------ Dermot Butler, who was born in 1941, has more than 33 years experience in the financial services industry. He has worked variously as both a stockbroker and stock jobber (market maker) on the London Stock Exchange, and subsequently, as a commodity broker and as a principal dealer in commodity options on the London Metal and London Commodity Exchanges. He joined GC Douglas Metals ("GCD"), a metals and commodity broker and agent of Rudolf Wolff, a founder member of the London Metal Exchange, in 1970 and was appointed a Director in 1971. In 1978 he and two colleagues from GCD formed DSB Finance Ltd., a commodity broker and consultant, specializing in commodity options. Dermot Butler was a member of the London Metal Exchange's Sub-Committees on option regulation, which liaised between the London Metal Exchange, the UK Department of Trade and Industry and the US Commodity Futures Trading Commission. The business of DSB Finance Ltd. was purchased by McDonnell & Co. (London) Ltd. in 1986. Dermot Butler became Chairman of McDonnell & Co. (London) Ltd., a wholly owned subsidiary of the Bermudian based fund management group, McDonnell & Co. Ltd., of which he was a founder shareholder and where he was responsible for product development and marketing. McDonnell & Co. Ltd., which introduced the "McD" range of alternative investment and hedge funds, was one of the first, if not the first, fund management group to totally out-source all of its investment management functions. By the end of 1988, the McD range of six funds had grown to over US$100 million in assets. Early in 1989 Dermot Butler moved to Dublin and established the Custom House Group of Companies, of which he is Chairman. Today, the primary company in the group, Custom House Administration and Corporate Services Ltd., assists clients Paage 7 of 10 in the establishment of specialist offshore alternative investment and hedge funds, and currently acts as administrator to over one hundred and eighty such funds. Dermot Butler is a regular speaker at conferences in the US and Europe and has authored numerous articles, on various aspects of the alternative investment and hedge fund industry. He is a director of a number of companies in the financial services industry, several of which are listed on the Irish Stock Exchange, including GE Funds plc and GE Asset Management (Ireland) Limited. He is a member of MFA (The Managed Funds Association) in the USA and the Deputy Chairman of AIMA (The Alternative Investment Management Association). Paul Allred - ---------- Paul Allred, 38 years of age, is a corporate lawyer in private practice in Dallas, Texas. Paul's major area of special expertise is software, Internet and e-commerce transactions. He also has experience in the areas of business transactions, business litigation, organization of business entities, representation of debtors and creditors in bankruptcy matters, representation of taxpayers regarding IRS collections, and ss.1031 tax-deferred exchange real estate transactions. Paul has had an extended professional relationship with Rare Medium Group, Inc. From the spring of 1999 through the end of 2001, he served full-time as Vice President Legal Affairs (general counsel) of Rare Medium, Inc., the sole operating subsidiary of Rare Medium Group, which engaged in the business of Internet consulting and services. In this capacity, Allred oversaw all legal aspects of Rare Medium's growth from less than a hundred employees in the beginning of 1999 to almost 1200 employees in 2000 and revenues of $110 million. Rare Medium grew from three U.S. offices to its peak of 22 offices internationally including London, Singapore, Sydney and Toronto. In connection with the decision of Rare Medium Group to re-deploy assets away from Internet consulting and development, Paul has been representing the company in connection with the winding up of the affairs of the operating subsidiary, Rare Medium, Inc. Paul has also been a frequent guest panelist and speaker at continuing legal education and Internet-related programs and seminars throughout Texas. His special interests include computer, internet and wireless technologies, and he is a private investor in those fields. He holds a J.D. degree from Baylor Law School, a B. A. in accounting from Southern Methodist University, and is licensed to practice law in Texas as well as before the U.S. Tax Court, the U.S. Court of Claims, and all U.S. District Courts in Texas. Paul resides in Dallas, Texas with his wife and two young sons. Plans for the Companies The ultimate business purpose which new management has for the Emerging Companies is the realization of increased value for the shareholders of each and their shares. To that end, the new management team intends to seek out merger/acquisition candidates. In connection with that, the Emerging Companies will establish and maintain an Internet website for informational purposes. Page 8 of 10 If management is successful in effecting such a merger or acquisition for either or both of the Emerging Companies, it is expected that new shares will be issued to the owners of the acquired business and that the number of such new shares will probably be in excess of the number of shares presently outstanding, which will result in the new owners having majority control, perhaps as much as 90% or more, of the business. It is likely that the owners of the acquired business will want to change the directors and officers. One or more of Messrs. Campbell, Butler, Allred or Jarrell may be asked to remain as directors or officers, and if that occurs, it will be considered at that time. Upon the completion of a merger or acquisition for either Emerging Company, if any, management intends to arrange for the shares of the resulting company to be listed for trading in the over-the-counter market or, if qualified, on NASDAQ. No assurance can be given that such listing or trading will be accomplished. Conflicts of Interest Certain conflicts of interest will continue to exist between the Emerging Companies and their officers and directors due to the fact that each has other business interests to which he devotes his primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of the Companies. No officer, director or 5% greater stockholder of Delta or Gamma is an officer, director or 5% or greater stockholder of any other blind pool/blank check company other than the Emerging Companies. Upon presentation of a business opportunity to either Emerging Company's officers and directors, such persons may face a conflict of interest in determining which of the Emerging Companies will receive the business opportunity. The Emerging Companies have adopted a policy that all potential business opportunities will first be presented to Delta, until that corporation has entered into a definitive merger or acquisition agreement, and then to Gamma. The Emerging Companies have not established policies or procedures for the resolution of other current or potential conflicts of interests between either Emerging Company, its officers and directors or affiliated entities. There can be no assurance that management will resolve all conflicts of interest in favor of the Emerging Companies, and failure by management to conduct either Emerging Company's business in its best interest may result in liability to the management. The officers and directors are accountable to each Emerging Company as fiduciaries, which means that they are required to exercise good faith and integrity in handling each Emerging Company's affairs. Shareholders who believe that Delta or Gamma has been harmed by failure of an officer or director to appropriately resolve any conflict of interest may, subject to applicable rules of civil procedure, be able to bring a class action or derivative suit to enforce their rights and the Company's rights. The Emerging Companies do not intend to acquire any business opportunity of which with any officer, director, or 5% or greater shareholder of the Emerging Company is also an officer, director, or 5% or greater shareholder. In the event that such a related party transaction is contemplated, the Emerging Company will first obtain the approval of a majority of the Emerging Company's stockholders excluding those stockholders who have a financial interest in the transaction. Page 9 of 10 Stock Options In connection with this transaction, the Emerging Companies will cancel all stock options that Messrs, Keenan, Chaffe and Killeen have in Delta and Gamma. Those options, exercisable at $15 per share, and expiring in February 2003, entitle the holders to purchase a total of 4,300 shares in each Emerging Company. The holders are Keenan (2,600 shares of each Emerging Company), Chaffe (1,200 shares of each Emerging Company), and Killeen (500 shares of each Emerging Company). Allen Campbell will be granted new options for the same number of shares and on the same terms as the canceled options, except that the options will not expire until October 2007. Jerry Jarrell will retain 125 shares of each Emerging Company and options entitling him to buy 2,000 shares of each Emerging Company at $12.00 per share, expiring in February 2004. Cautionary Statements Finding and effecting a merger or acquisition can take many years. No assurance can be given that Delta or Gamma will be able to effect a merger or acquisition, or that, if a merger or acquisition is effected, that the resulting business will be successful, or that if the business is successful, that the shares of the company will trade at attractive prices or in reasonable volume. Today's financial market conditions are especially difficult for small to intermediate size companies. There can be no assurance that the Emerging Companies will be able to obtain financing on attractive terms or any terms. The shares of Delta and Gamma are and will continue to be speculative investments. The shareholders should recognize that their shares may not increase in value, may decline in value or may lose their value entirely. Page 10 of 10 EX-99 5 deltacorp_8k993.txt EXHIBIT 99.3 - LETTER OF ACCEPTANCE EXHIBIT 99.3 LETTER OF ACCEPTANCE To Tender Shares of Common Stock of EMERGING DELTA CORPORATION at $12.50 Per Share Pursuant to the Tender Offer Dated September 16, 2002 by DELTA GAMMA ACQUISITION, LLC - -------------------------------------------------------------------------------- THE TENDER OFFER WILL EXPIRE AT 5:00 P.M. CENTRAL TIME, ON OCTOBER 8, 2002, UNLESS THE TENDER OFFER IS EXTENDED (THE "EXPIRATION DATE"). - -------------------------------------------------------------------------------- To: Jerry W. Jarrell, Escrow Agent By Mail or Hand Delivery: Jerry W. Jarrell 17571 Red Oak Drive Houston, Texas 77090-1247 Telephone: (281) 537-9602 Fax No: (281) 397-6319 Delivery of this Letter of Acceptance to an address other than as set forth above does not constitute a valid delivery. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY This Letter of Acceptance is to be completed by shareholders who choose to accept the Tender Offer and returned to the Escrow Agent together with certificates evidencing tendered shares of Common Stock (the "Shares). Shareholders whose certificates are not immediately available or who cannot deliver their certificates for Shares and all other documents required hereby to the Escrow Agent so that they are received prior to the Expiration Date must tender their Shares according to the guaranteed delivery procedures described below. See Instruction 2 of this Letter of Acceptance. Delivery of documents to the Purchaser (as defined below) does not constitute a delivery to the Escrow Agent. (Shareholder name and address to go here, have labels to use) Total number of shares owned as of August 30, 2002 ----- Check here if share certificate is lost [ ] You have three choices under the terms of the Tender Offer. 1. You may elect to stand pat and not tender any of your shares. If so it is not necessary to complete this form or take any action. 2. You may tender a portion of your shares. If you elect to tender, please check which option you choose. [ ] 80% of your shares or _______ shares at $12.50 per share or $_________. [ ] 40% of your shares or _______ shares at $12.50 per share or $_________ -1- NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. SHAREHOLDER'S AGREEMENT Escrow Agent: The undersigned hereby tenders to Delta Gamma Acquisition LLC, a Texas limited liability company (the "Purchaser"), the above-described shares of Common Stock, $1.00 par value (the "Shares"), of Emerging Delta Corporation, a Delaware corporation (the "Company"), in each case at $12.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Tender Offer dated September 16, 2002 (the "Tender Offer"), receipt of which is hereby acknowledged, and in this Letter of Acceptance. Accordingly, the undersigned hereby deposits with you the above-described certificates representing the Shares. Upon the terms and subject to the conditions of the Tender Offer, and subject to, and effective upon, acceptance for payment of and payment for the Shares validly tendered herewith in accordance with the terms of the Tender Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser, all right, title and interest in and to all Shares tendered hereby and hereby irrevocably constitutes and appoints the Escrow Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver certificates for such Shares or to transfer ownership of such Shares together with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (b) present such Shares for cancellation and transfer on the Company's books, and (c) receive all benefits (including all dividends or distributions resulting from any stock split, combination or exchange of Shares) and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Tender Offer. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and the same will not be subject to any adverse claim. Upon request, the undersigned will execute and deliver any additional documents deemed by the Escrow Agent or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby. The undersigned hereby irrevocably appoints Jerry Jarrell and Allen Campbell and each of them, and any other designees of the Purchaser, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such shareholder's rights with respect to all the Shares tendered hereby and accepted for payment by the Purchaser. The appointment is effective when, and only to the extent that, the Purchaser accepts such Shares for payment as provided in the Tender Offer. This power of attorney and proxy is irrevocable and coupled with an interest and is granted in consideration of the acceptance for payment of such Shares. Upon such appointment, all prior powers of attorney and proxies given by the undersigned at any time with respect to such Shares will be, without further action, revoked, and no subsequent powers of attorney or proxies may be given with respect thereto by the undersigned or subsequent written consents executed (and, if given or executed, will be deemed ineffective). The undersigned understands that the Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such Shares, the Purchaser must be able to exercise full voting or other rights of a record and beneficial holder, including rights to execute a written consent with respect to such Shares. The undersigned understands that the valid tender of Shares pursuant to the procedures described in the Tender Offer and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Tender Offer, including the tendering shareholder's representation and warranty that such shareholder owns the Shares tendered. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy and legal representatives, successors and assigns of the undersigned. Except as stated in the Tender Offer, this tender is irrevocable. -2- Unless otherwise indicated under "Special Payment Instructions," below, please issue the check for the purchase price of any Shares purchased and/or return any certificates for Shares not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing on the cover page of this Letter of Acceptance. Similarly, unless otherwise indicated under "Special Delivery Instructions," below, please mail the check for the purchase price for any Shares purchased and return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing on the cover page of this Letter of Acceptance. In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment in the name of, and deliver said check and/or return such certificates to, the person or persons so indicated. The undersigned recognizes that the Purchaser has no obligations, pursuant to the Special Payment Instructions, to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered. - ------------------------------------------------------------ ---------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7) To be completed ONLY if certificates for Shares not To be completed ONLY if certificates for Shares not tendered or not accepted for payment and/or the check for tendered or not accepted for payment and/or the check the purchase price of the Shares accepted for payment are for the purchase price of the Shares accepted for to be issued in the name of and sent to someone other payment, issued in the name of the undersigned, are to than the undersigned. be sent to someone other than the undersigned or to the undersigned at an address other than that shown above. Issue: |_| Check |_| Certificate(s) to: Mail: |_| Check |_| Certificate(s) to: Name:____________________________________________ (Please Print) Name:____________________________________________ (Please Print) Address: ________________________________________ _________________________________________________ Address: __________________________________________ _________________________________________________ __________________________________________ (Include Zip Code) __________________________________________ (Include Zip Code) _________________________________________________ (Tax Identification or Social Security No.) ___________________________________________________ (Tax Identification or Social Security No.) - ------------------------------------------------------------ ---------------------------------------------------------
-3- - -------------------------------------------------------------------------------- SIGN HERE (Also Complete Substitute Form W-9) - -------------------------------------------------------------------------------- (Signature(s) of Shareholder(s) - -------------------------------------------------------------------------------- (Signature(s) of Shareholder(s) Dated:-------------------------------------------------------------------------- (Must be signed by registered holder(s) exactly as name(s) appear on stock certificate(s) for the Shares or by person(s) authorized to become registered holder (s) by certificates and documents transmitted herewith. If signature is by an officer of a corporation, trustee, executor, administrator, guardian, attorney-in-fact or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 5. For information concerning signature guarantees see Instruction 1.) Name(s):------------------------------------------------------------------------ - -------------------------------------------------------------------------------- (Please Print) Capacity (Full Title):---------------------------------------------------------- (See Instructions) Address:------------------------------------------------------------------------ - -------------------------------------------------------------------------------- (Include Zip Code) Area Code and Telephone Number:------------------------------------------------- Employer Identification or Social Security Number:------------------------------ GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 5) Authorized Signature:----------------------------------------------------------- Name:--------------------------------------------------------------------------- Title:-------------------------------------------------------------------------- Name of Firm:------------------------------------------------------------------- Address:------------------------------------------------------------------------ (Include Zip Code) Area Code and Telephone No.:---------------------------------------------------- Dated:-------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -4- PAYER'S NAME: DELTA GAMMA ACQUISITION, LLC
SUBSTITUTE FORM W-9 Part 1 PLEASE PROVIDE YOUR TIN IN TIN___________________________ Department of the Treasury THE BOX AT RIGHT AND CERTIFY BY Social Security Number Internal Revenue Service SIGNING AND DATING BELOW. or Employer Identification Number Payer's Request for Taxpayer Identification Number ("TIN") CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown on this form is my correct taxpayer identification number (or a TIN has not been issued to me but I have mailed or delivered an application to receive a TIN or intend to do so in the near future), (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the 'IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject to backup withholding, and (3) all other information provided on this form is true, correct and complete. Part 2 NAME:------------------------------------------------------------ Awaiting TIN [ ] (Please Print) ADDRESS:---------------------------------------------------------- ------------------------------------------------------------------ (Include Zip Code) SIGNATURE:-------------------------------------------------------- DATE:------------------------------------------------------------- You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding
NOTE:FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 20% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding that I have checked the box in Part 2 (and have completed this Certificate of Awaiting Taxpayer Identification Number), all reportable payments made to me prior to the time I provide a properly certified taxpayer identification number to the Escrow Agent will be subject to a 20% backup withholding tax. - ---------------------------------------------- ------------------------------- Signature Date -5- INSTRUCTIONS 1. Guarantee of Signatures. No signature guarantee is required (i) if this Letter of Acceptance is signed by the registered holder(s) of Shares tendered herewith who has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Acceptance or (ii) if such Shares are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States (an "Eligible Institution"). IN ALL OTHER CASES, ALL SIGNATURES ON THIS LETTER OF ACCEPTANCE OR FACSIMILE HEREOF MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. See Instruction 5. 2. Delivery of Letter of Acceptance and Certificates; Guaranteed Delivery Procedures. This Letter of Acceptance is to be used if certificates are to be forwarded herewith. For a shareholder to tender Shares validly, a Letter of Acceptance, properly completed and duly executed, with any required signature guarantees and all other documents required by this Letter of Acceptance, and certificates for all tendered Shares, must be transmitted to and received by the Escrow Agent at the address set forth herein on or prior to the Expiration Date. Tenders of Shares pursuant to the procedures described in the Tender Offer and in the instructions hereto will constitute a binding agreement between the shareholder and the Purchaser upon the terms and subject to the conditions of the Tender Offer. No alternative, conditional or contingent tenders will be accepted and no fractions of Shares will be purchased. All tendering shareholders, by execution of this Letter of Acceptance, waive any right to receive any notice of the acceptance of their Shares for payment. The method of delivery of this Letter of Acceptance, certificates for the Shares, and other documents, is at the option and risk of the tendering shareholder. Except as otherwise provided in these Instructions, the delivery of any document will be deemed made only when actually received by the Escrow Agent. If sent by mail, registered mail with return receipt requested, property insured, is recommended. 3. Completion of Acceptance Box. If you elect not to tender any shares, it is not necessary to complete this form or take any other action. If you elect to tender shares you have two choices, to tender 80% of your shares or 40% of your shares. Please check the appropriate box on the front page of this Letter of Acceptance reflecting your choice. Forty percent (40%) of all Shares represented by certificates delivered to the Escrow Agent will be deemed to have been tendered unless otherwise indicated in the appropriate box on this Letter of Acceptance. 4. Return of Shares. Shareholders accepting to tender either 80% or 40% of their shares should mail share certificates along with this Letter of Acceptance. A new certificate for the remainder of the Shares evidenced by the shareholder's old certificate(s) will be sent to the shareholder, unless otherwise specified in the "Special Payment Instruction" or "Special Delivery Instructions" boxes on this Letter of Acceptance, as soon as practicable after the Expiration Date. 5. Signatures on Letter of Acceptance, Stock Powers and Endorsements. (a) If this Letter of Acceptance is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate)s) without any change whatsoever. (b) If the Shares tendered are held of record by two or more joint holders, all such holders must sign this Letter of Acceptance. (c) If any Shares tendered are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Acceptance as there are different registrations of certificates. -1- (d) If this Letter of Acceptance is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificate(s) or separate stock powers are required. If, however, payment is to be made or the certificates for Shares not tendered or accepted for payment are to be issued to a person other than the registered holder(s), then the certificates transmitted hereby must be endorsed or accompanied by appropriate stock powers in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signatures on such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. (e) If this Letter of Acceptance is signed by a person other than the registered holder(s) of the certificates tendered, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signatures on such certificate(s) or stock power(s) required by Instruction 1 above must be guaranteed by an Eligible Institution. (f) If this Letter of Acceptance or any certificates or stock powers are signed by officers of a corporation, trustees, executors, administrators, guardians, attorneys-in-fact or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Purchaser of their authority so to act. 6. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares accepted for payment is to be issued, or any certificates for Shares not tendered or not accepted for payment are to be returned, to a person other than the person(s) signing this Letter of Acceptance of if the check or any certificates for Shares not tendered or not accepted for payment are to be mailed to someone other than the person(s) signing this Letter of Acceptance, or to the person(s) signing this Letter of Acceptance at an address other than that shown above, the appropriate boxes on this Letter of Acceptance should be completed. 7. Stock Transfer Taxes. The Purchaser will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Tender Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the Tender Offer) if Shares not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), of if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Acceptance, the amount of any stock transfer taxes (whether imposed on the registered holders or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. 8. Irregularities. All questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it to be not in appropriate form or the acceptance of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Tender Offer or any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. The Purchaser's interpretation of the terms and conditions of the Tender Offer (including these Instructions) shall be final and binding on all parties. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. Neither the Purchaser, the Escrow Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders, or incur any liability for failure to give such notification. 9. Substitute Form W-9; 20% Backup Withholding. Under federal tax law, each tendering shareholder is required, unless an exemption applies, to provide the Escrow Agent with a correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 on this Letter of Acceptance and to certify, under penalty of perjury, that such TIN is correct. If the correct TIN is not provided, a penalty may be imposed by the Internal Revenue Service and payments made in exchange for the surrendered Shares may be subject to backup withholding of 20%. The shareholder must also certify that (a) the shareholder has not been notified by the Internal Revenue Service that the shareholder is subject to backup withholding as a result of failure to report all interest or dividends, or (b) the Internal Revenue Service has notified the shareholder that the shareholder is no longer subject to backup withholding. -2- Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of such tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained form the Internal Revenue Service. The TIN that must be provided, is that of the registered holder(s) of the Shares or of the last transferee appearing on the transfer attached to, or endorsed on the Shares (or, if the check is to be made payable to another person as provided in Instruction 6, then of such person). The TIN for an individual is his social security number. The box in Part 2 of the form may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the person surrendering the Shares must also complete the Certificate of Awaiting Taxpayer Identification Number in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked (and the certificate of Awaiting Taxpayer Identification Number is completed), the Escrow Agent will withhold 20% on all payments, if any, of the purchase price until a properly certified TIN is provided to the Escrow Agent. Exempt shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these federal income tax backup withholding and reporting requirements. A foreign individual may qualify as an exempt person by submitting a statement, signed under penalties of perjury, certifying to such individual's foreign status. A shareholder should consult his tax advisor about his qualification for exemption from backup withholding and the procedure for obtaining such exemption. 10. Lost Certificates. A shareholder who elects to accept the Tender Offer and who has lost or misplaced his share certificate will need to check the appropriate box on page 1 of the applicable Letter of Acceptance and otherwise fully complete and deliver such Letter of Acceptance to the Escrow Agent. A shareholder who checks the lost certificate box will be contacted by the Stock Transfer Agent for the Emerging Companies and asked to complete further documentation before a new certificate can be issued. A shareholder who has lost his certificate but who timely returns his Letters of Acceptance will be deemed to have accepted the Tender Offer once all Stock Transfer Agent documentation regarding the lost certificate has been completed. 11. Waiver of Conditions. The Purchaser expressly reserves the absolute right in its sole discretion to waive any of the specified conditions of the Tender Offer in the case of any Shares tendered. 12. Requests for Assistance or Additional Copies. Requests for assistance or additional copies of the Tender Offer, the Letter of Acceptance, and the Notice of Guaranteed Delivery may be directed to the Escrow Agent at the address set forth below or to the holder's broker, dealer, commercial bank or trust company. IMPORTANT: This Letter of Acceptance or (together with certificates for Shares and all other required documents) or the Notice of Guaranteed Delivery must be received by the Escrow Agent on or prior to the Expiration Date. the Escrow Agent for the Tender Offer is: Jerry W. Jarrell 17571 Red Oak Drive Houston, Texas 77090-1247 Telephone: (281) 537-9602 Fax No. (281) 397-6319 -3- -----END PRIVACY-ENHANCED MESSAGE-----