SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
TAMBORIL CIGAR COMPANY
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
875079105
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(CUSIP Number)
Mr. Stuart J. Chasanoff
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1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214) 720-1600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 1998
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(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-l(b)(3) or (4), check the following box ( )
(Continued on following pages)
<PAGE>
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CUSIP No. 875079105 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON INFINITY EMERGING OPPORTUNITIES LIMITED
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVIS, WEST INDIES
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NUMBER OF SHARES 7 SOLE VOTING POWER 4,674,468
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER 9,348,934
PERSON WITH:
9 SOLE DISPOSITIVE POWER 4,674,468
10 SHARED DISPOSITIVE POWER 9,348,934
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 14,023,402
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* (x)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.12%
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14 TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS
<PAGE>
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CUSIP No. 875079105 13D Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON SUMMIT CAPITAL LIMITED
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVIS, WEST INDIES
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NUMBER OF SHARES 7 SOLE VOTING POWER 4,674,467
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER 9,348,934
PERSON WITH:
9 SOLE DISPOSITIVE POWER 4,674,467
10 SHARED DISPOSITIVE POWER 9,348,934
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 14,023,402
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* (x)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.12%
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14 TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS
<PAGE>
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CUSIP No. 875079105 13D Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON GLACIER CAPITAL LIMITED
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVIS, WEST INDIES
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NUMBER OF SHARES 7 SOLE VOTING POWER 4,674,467
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER 9,348,934
PERSON WITH:
9 SOLE DISPOSITIVE POWER 4,674,467
10 SHARED DISPOSITIVE POWER 9,348,934
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 14,023,402
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* (x)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.12%
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14 TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS
<PAGE>
1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.0001 per share (the "Common Stock"), of Tamboril Cigar
Company, a Delaware corporation, which has its principal executive offices
located 2600 S.W. 3rd Avenue, Miami, FL 33129 (the "Issuer"). This
Statement amends and restates the Schedule 13D previously filed by the
Reporting Persons on July 17, 1998.
2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Act"), this schedule 13D Statement is hereby
filed jointly by Infinity Emerging Opportunities Limited
("Infinity"), Summit Capital Limited ("Summit") and Glacier
Capital Limited ("Glacier") (the "Reporting Persons").
Additionally, pursuant to Instruction C to Schedule 13D,
information is included herein with respect to the following
persons (collectively, the "Controlling Persons"): HW Partners,
L.P. ("HW Partners"), HW Finance, L.L.C. ("HW Finance"), Hunt
Financial Partners, L.P. ("Hunt LP"), Hunt Financial Group,
L.L.C ("Hunt LLC"), Lion Capital Partners, L.P. ("Lion"),
Mountain Capital Management, L.L.C. ("Mountain"), Sandera
Partners, L.P. ("Sandera"), Sandera Capital Management, L.P.
("SCM"), Sandera Capital, L.L.C. ("Capital"), John A. (Pete)
Bricker, Jr. ("Bricker"), Randall Fojtasek ("Fojtasek"), J.R.
Holland, Jr. ("Holland") Clark K. Hunt ("C. Hunt"), Lamar Hunt
("L. Hunt"), Mark E. Schwarz ("Schwarz") and Barrett Wissman
("Wissman"). The Reporting Persons and the Controlling Persons
are sometimes hereinafter collectively referred to as the "Item
2 Persons." The Reporting Persons have included as Exhibit 99.1
to this Statement an agreement in writing that this Statement is
filed on behalf of each of them.
(b) & (c) REPORTING PERSONS
The Reporting Persons are Nevis, West Indies Corporations. The
principal business of the Reporting Persons is the purchase,
sale, exchange, acquisition and holding of investment securities.
The principal address of the Reporting Persons, which also serves
as their principal office, is Hunkins Waterfront Plaza Main
Street P.O. Box 556 Charelstown, Nevis, West Indies.
The names, business addresses, principal occupations or
employments and citizenships of each officer and director of the
Reporting Persons are set forth on Schedule A attached hereto and
incorporated herein by reference.
CONTROLLING PERSONS
Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to the Controlling Persons is set forth below. The
principal address of each Controlling Person, which also serves
as such person's principal office, is 1601 Elm Street, Suite
4000, Dallas, Texas 75201.
Infinity:
HW Partners is a Texas limited partnership, the principal
business of which is acting as advisor to Infinity and activities
related thereto.
HW Finance is a Texas limited liability company, the principal
business of which is serving as the general partner of HW
Partners and activities related thereto. C. Hunt and Wissman are
the Managers of HW Finance.
The principal occupation or employment of each of Wissman and C.
Hunt is financial management.
Summit:
Sandera is a Texas limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of
investment securities.
SCM is a Texas limited partnership, the principal business of
which is serving as the general partner of Sandera and activities
related thereto.
Capital is a Texas limited liability company, the principal
business of which is serving as the general partner of SCM and
activities related thereto. Bricker, C. Hunt and Schwarz are the
Managers of Capital; and Bricker (President) and C. Hunt
(Vice-President and Secretary) are its principal officers.
The principal occupation or employment of Bricker is serving as
the President of Capital. The principal occupation or employment
of Schwarz is financial management.
Hunt Financial is a Texas limited partnership and holder of 75%
of the equity interests in Capital. The principal business of
Hunt Financial is financial management.
Hunt Group is a Delaware limited liability company, the principal
business of which is serving as the general partner of Hunt
Financial and activities related thereto. Holland, C. Hunt and L.
Hunt are the Managers of the Hunt Group; and Holland (President)
and C. Hunt (Vice-President) are its principal officers.
The principal occupation or employment of each of Holland and L.
Hunt is financial management.
Glacier:
Lion is a Texas limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of
investment securities.
Mountain is a Texas limited liability company, the principal
business of which is serving as the general partner of Lion and
activities related thereto. C. Hunt, Wissman and Fojtasek are the
Managers of Mountain.
The principal occupations or employments of Fojtasek is serving
as President to Atrium Door and Window Company of New York,
Atrium Door and Window Company of New England, Inc., Atrium Door
and Window Company of the Northeast, Connecticut corporations,
and Atrium Door and Window Company - - West Coast, a Texas
corporation and financial management.
(d)&(e) During the last five (5) years, no Item 2 Person has been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and no Item 2 Person is a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction such that, as a result of such
proceeding, any Item 2 Person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) Bricker, Fojtasek, Holland, C. Hunt, L. Hunt Schwarz and Wissman
are U.S. citizens and residents of the State of Texas.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 22, 1997, Tamboril entered into a Convertible Debenture and
Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement")
with Infinity, Summit and Glacier (collectively, the "Purchasers"),
pursuant to which Tamboril agreed to issue and sell to the Purchasers on a
pro rata basis (i) up to $200,000 aggregate principal amount of Tamboril's
8% convertible debentures (the "Debentures"), (ii) up to 116,000 shares of
Tamboril's Series B 8% convertible preferred stock, par value $0.0001 and
stated value $50.00 per share (the "Series B Preferred Stock"), and (iii)
225,000 warrants to purchase shares of Tamboril Common Stock at an exercise
price of $5.89 per share (the "Warrants"). On September 23, 1997, Tamboril
issued and sold to the Purchasers (a) $200,000 face amount of the
Debentures, (b) 56,000 shares of Series B Preferred Stock, and (c) 225,000
Warrants.
The Debentures are convertible into the number of shares of Tamboril Common
Stock equal to the aggregate principal amount of the Debentures, together
with all accrued but unpaid interest thereon through the date of
conversion, divided by the lesser of (i) $4.71 per share, or (ii) 77 1/2%
of the average closing bid price per share for the five trading days
immediately preceding the conversion date. The Series B Preferred Stock is
convertible into the number of shares of Tamboril Common Stock equal to the
stated value of the Series B Preferred Stock, together with all accrued but
unpaid dividends thereon through the date of conversion, divided by the
lesser of (i) $4.71 per share, or (ii) 77 1/2% of the average closing bid
price per share for the five trading days immediately preceding the
conversion date.
The Debentures require Tamboril to pay interest on the principal amount at
a rate of 8% per annum. The Series B Preferred Stock requires Tamboril to
pay cumulative dividends of 8% and the Purchasers have the right to receive
dividends and a preference upon liquidation superior to the rights of
holders of Tamboril Common Stock. Pursuant to the Purchase Agreement, prior
to the occurrence of an Event of Default (as defined in the Debentures and
the Certificate of Designation with respect to the Series B Preferred
Stock), Tamboril was restricted from issuing Tamboril Common Stock, either
as a dividend or upon conversion of any of the Debentures or the shares of
Series B Preferred Stock, if, as a result of such issuance, any one of the
Purchasers would hold more than 4.99% of the issued and outstanding
Tamboril Common Stock. However, if an Event of Default is declared by a
Purchaser and such default is not cured by Tamboril within 10 days of such
declaration, such restriction on the ability of Tamboril to issue Tamboril
Common Stock ceases to be effective.
The funds used to acquire the Series B Preferred Stock and the Debentures
were derived from the Purchasers' working capital accounts. As used herein
the term "Working Capital" includes income from the business operations of
the entity plus sums borrowed from, among other sources, banks and
brokerage firm margin accounts, to operate such business in general.
4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Debentures, the Series B Preferred Stock,
and the Warrants from the Issuer for investment purposes only.
On April 30, 1998, the Purchasers declared an Event of Default under the
Purchase Agreement as a result of Tamboril's failure to pay interest when
due under the Debentures and dividends when due with respect to the Series
B Preferred Stock. On April 30, 1998 and on May 20, 1998, the Purchasers
notified Tamboril of such declaration (see exhibits 99.1 and 99.2 hereto
and incorporated herein by reference). As a result of such declaration and
notice, on or prior to May 31, 1998, (i) the restriction on the percentage
of issued and outstanding Tamboril Common Stock that each Purchaser may
hold ceased to be effective, (ii) the interest rate on the Debentures
increased from 8% to 16%, and (iii) the dividend rate on the Series B
Preferred Stock increased from 8% to 16%. In addition, the Company became
obligated to pay the Purchasers "liquidated damages" in an amount equal to
1% of the aggregate stated value of the issued and outstanding Series B
Preferred Stock for each month during which the Event of Default with
respect to the Series B Preferred Stock continues.
On July 27, 1998 each of Infinity, Glacier and Summit submitted a notice of
conversion regarding shares of Series B Preferred Stock. As described in
Item 5 below, at a meeting between the Issuer's management and
representatives of the Purchasers on July 30, 1998, the Issuer agreed to
deliver 2,460,095 shares of Common Stock to each of the Purchasers in
response to the conversion notices. Such shares were delivered to the
Reporting Persons on July 31, 1998. As a result, the Reporting Persons hold
with power to vote an aggregate number of 7,380,285 shares of Common Stock,
representing 56.5% of the voting power of the Issuer. Thus, the Purchasers
now have the voting power to, among other things, cause the Issuer to
engage in extraordinary corporate transactions, effect changes in the
issuer's management, or its directors, business, corporate structure,
capitalization, dividend policy, Certificate of Incorporation or Bylaws, or
to delete, delist or terminate the registration of any securities of the
Issuer. The Reporting Persons anticipate continuing their discussions with
the Issuer regarding the Issuer's status, business and financial condition,
plans and prospects, and are considering a number of options, including,
without limitation, those described above.
Although the Reporting Persons have no immediate intention to effect any
additional transactions in the Common Stock of the Issuer, they may acquire
additional shares of Common Stock of the Issuer (by conversion of the
Series B Preferred Stock and/or the Debentures, open-market purchases or
otherwise) or dispose of some or all of the Series B Preferred Stock or
Common Stock based upon a number of factors, including the Reporting
Persons' evaluation of the Issuer's business prospects and financial
condition, the market for the Issuer's shares, general economic and stock
market conditions and other investment opportunities.
Except as set forth in this Item 4, the Item 2 Persons have no present
plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of
the Act.
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As reported by the Issuer in its form 10Q for the period ending
March 31, 1998, the total amount of authorized Common Stock is
20,000,000, of which 5,976,598 shares are issued and outstanding.
REPORTING PERSONS
Based upon the average closing bid price per share of the Common
Stock for the five trading days immediately preceding July 17,
1998 ($0.2067), the aggregate number of shares purportedly due
the Purchasers upon exercise or conversion of the Debentures,
Series B Preferred Stock and Warrants would exceed the total
amount of Common Stock authorized by the Issuer that is not
currently issued and outstanding. Therefore, upon conversion or
exercise of the Debentures, Series B Preferred Stock and
Warrants, the aggregate amount of Common Stock that the
Purchasers would be entitled to receive is 14,023,402 (the
"Converted Shares"), or the total amount of authorized Common
Stock minus the already issued and outstanding Common Stock
(20,000,000 - 5,976,598). This would result in the Purchasers
holding 70.12% of the then issued and outstanding shares of
Common Stock.
Upon conversion or exercise of the Debentures, Series B Preferred
Stock and Warrants, Infinity would be entitled to receive
approximately one third (1/3) of the Converted Shares, or
4,674,468 (the "Infinity Shares") or 23.37% of what would then be
the outstanding Common Stock.
Upon conversion or exercise of the Debentures, Series B Preferred
Stock and Warrants, Summit would be entitled to receive
approximately one third (1/3) of the Converted Shares, or
4,674,467 (the "Summit Shares") or 23.37% of what would then be
the outstanding Common Stock.
Upon conversion or exercise of the Debentures, Series B Preferred
Stock and Warrants, Glacier would be entitled to receive
approximately one third (1/3) of the Converted Shares, or
4,674,467 (the "Glacier Shares") or 23.37% of what would then be
the outstanding Common Stock.
On July 27, 1998 each Reporting Person submitted a notice of
conversion for 6,631 shares of Series B Preferred Stock as well
as accrued but unpaid dividends. Pursuant to these notices of
conversion and the Certificate of Designation with respect to the
Series B Preferred Stock, each Reporting Person was entitled to
receive, at the election of the Issuer, (a) 123,164.69 shares of
Common Stock plus a cash payment of $511,185.72, or (b) 2,460,095
shares of Common Stock. At a meeting held on July 30, 1998
between representatives of the Issuer and the Purchasers
regarding the Issuer's current status, plans and prospects, the
Issuer indicated that it had elected option (b). As a result,
each Reporting Person own 18.8% of the Common Stock of the Issuer
and the three Reporting Persons together own 56.5% of the Common
Stock of the Issuer.
CONTROLLING PERSONS
Each of (1) HW Partners, as advisor to Infinity, and (2) HW
Finance, as the general partner of HW Partners, may be deemed to
be the beneficial owner of the Infinity Shares pursuant to Rule
13d-3 of the Act.
In their capacities as controlling persons of HW Partners, each
of C. Hunt and Wissman, may be deemed to be the beneficial owner
of the Infinity Shares pursuant to Rule 13d-3 of the Act.
Each of (1) Sandera as advisor to and sole shareholder of Summit,
(2) SCM, as the sole general partner of the Reporting Person, and
(3) Capital, as the sole general partner of SCM, may be deemed to
be the beneficial owner of the Summit Shares pursuant to Rule
13d-3 of the Act.
In their capacities as controlling persons of Capital, each of
(1) Bricker, (2) C. Hunt, and (3) Schwarz, may be deemed to be
the beneficial owner of the Summit Shares pursuant to Rule 13d-3
of the Act.
Each of (1) Hunt Financial, as the majority equity owner of
Capital, and (2) Hunt Group, as the sole general partner of Hunt
Financial, may be deemed to be the beneficial owner of the Summit
Shares pursuant to Rule 13d-3 of the Act.
In their capacities as controlling persons of Hunt Group, each of
(1) C. Hunt, (2) Holland, and (3) L. Hunt, may be deemed to be
the beneficial owner of the Summit Shares pursuant to Rule 13d-3
of the Act.
Each of (1) Lion as advisor to and sole shareholder of Glacier,
and (2) Mountain as the general partner of Lion, may be deemed to
be the beneficial owner of the Glacier Shares pursuant to Rule
13d-3 of the Act.
In their capacities as controlling persons of Mountain, each of
(1) C. Hunt, (2) Wissman and (3) Fojtasek, may be deemed to be
the beneficial owner of the Glacier Shares pursuant to Rule 13d-3
of the Act.
(b) REPORTING PERSONS
Acting through its advisor, HW Partners, Infinity would have the
sole power to vote or to direct the vote and to dispose or to
direct the disposition of the Infinity Shares.
Acting through its sole shareholder Sandera, Summit would have
the sole power to vote or to direct the vote and to dispose or to
direct the disposition of the Summit Shares.
Acting through its sole shareholder Lion, Glacier would have the
sole power to vote or to direct the vote and to dispose or to
direct the disposition of the Glacier Shares.
CONTROLLING PERSONS
Acting through its sole general partner HW Finance, HW Partners
would have the sole power to vote or to direct the vote and to
dispose or to direct the disposition of the Infinity Shares.
In their capacities as controlling persons of HW Partners, each
of C. Hunt and Wissman would have the sole power to vote or to
direct the vote and to dispose or to direct the disposition of
the Infinity Shares.
Acting through its sole general partner Capital, SCM, acting
through its sole general partner Sandera, would have the sole
power to vote or to direct the vote and to dispose or to direct
the disposition of the Summit Shares.
In their capacities as controlling persons of Capital, each of
(1) Bricker, (2) C. Hunt, and (3) Schwarz, would have the sole
power to vote or to direct the vote and to dispose or to direct
the disposition of the Summit Shares.
Each of (1) Hunt Financial, as the majority equity owner of
Capital, and (2) Hunt Group, as the sole general partner of Hunt
Financial, would have the sole power to vote or to direct the
vote and to dispose or to direct the disposition of the Summit
Shares
In their capacities as controlling persons of Hunt Group, each of
(1) C. Hunt, (2) Holland, and (3) L. Hunt would have the sole
power to vote or to direct the vote and to dispose or direct the
disposition of the Summit Shares.
Acting through its sole general partner Mountain, Lion would have
the sole power to vote or to direct the vote and to dispose or to
direct the disposition of the Glacier Shares.
In their capacities as controlling persons of Mountain, each of
(1) C. Hunt, (2) Wissman and (3) Fojtasek would have the sole
power to vote or to direct the vote and to dispose or to direct
the disposition of the Glacier Shares.
(c) On April 2, 1998 each of Infinity, Summit and Glacier sold the
following amounts of the Issuer's Common Stock in a brokerage
transaction:
Infinity 9,166 shares at $2.4886 per share;
Glacier 9,166 shares at $2.4886 per share;
Summit 9,168 shares at $2.4886 per share.
Except as specifically set forth herein, no Item 2 Person has
effected any transactions in the shares of Common Stock of the
Issuer during that period beginning sixty (60) days preceding the
date of the notice of the event of default.
(d) Not applicable
(e) Not applicable
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In addition to the contracts and arrangements described above, the Issuer
agreed to file a Registration Statement with the United States Securities
and Exchange Commission covering the resale of the Common Stock received
upon conversion of the Debentures and the Series B Preferred Stock and the
exercise of the warrants. The Issuer further agreed to maintain the
effectiveness of the Registration Statement until such Common Stock is sold
and all steps are taken to remove any legends or restrictions on transfer
thereof or until such Common Stock is otherwise available for resale
pursuant to Rule 144(k) promulgated under the Securities Act.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Exhibit
99.1 (attached to July Joint Filing Agreement, dated July 17, 1998
17, 1998
Schedule 13D
filed by the
Reporting
Persons)
99.2 (attached to July Letter dated April 30, 1998, to Chief
17, 1998 Financial Officer of Tamboril Cigar Company.
Schedule 13D
filed by the
Reporting
Persons
99.3 (attached to July Letter dated May 20, 1998, to Chief
17, 1998 Schedule Financial Officer of Tamboril Cigar Company.
13D filed by the
Reporting Persons)
SIGNATURE
After reasonable inquiry, I certify that to the best of my knowledge and
belief the information set forth in this Statement is true, complete and
correct.
Date: July 31, 1998
Infinity Emerging Opportunities Limited
By: /s/ Stuart J. Chasanoff
------------------------------------
Name: Stuart J. Chasanoff
Title: Attorney-in-fact
Glacier Capital Limited
By: /s/ Stuart J. Chasanoff
------------------------------------
Name: Stuart J. Chasanoff
Title: Attorney-in-fact
Summit Capital Limited
By: /s/ Stuart J. Chasanoff
------------------------------------
Name: Stuart J. Chasanoff
Title: Attorney-in-fact
<PAGE>
SCHEDULE A
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Infinity Emerging Opportunities Limited
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP
OR PLACE OF PRESENT PRINCIPAL OCCUPATION OR
ORGANIZATION BUSINESS ADDRESS EMPLOYMENT POSITION WITH REPORTING PERSON
<S> <C> <C> <C>
James A. Loughran 38 Hertford Street, London Lawyer Director
(Irish) England W1Y 7TG
James E. Martin 38 Hertford Street, London Accountant Director
England W1Y 7TG
SECORP Limited 38 Hertford Street, London Nevis, West Indies business Secretary
England W1Y 7TG corporation that serves as
secretary of various entities
Margareta Hedstrom 37 Shepherd Street, London Business Executive President and Treasurer
England W1Y 7LH
</TABLE>
<PAGE>
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Summit Capital Limited
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP
OR PLACE OF PRESENT PRINCIPAL OCCUPATION OR
ORGANIZATION BUSINESS ADDRESS EMPLOYMENT POSITION WITH REPORTING PERSON
<S> <C> <C> <C>
Cofides S.A (Nevis, P.O Box 556, Charlestown, Nevis, West Indies business Vice-President and Director
West Indies) Nevis, West Indies corporation that serves as
fiduciary of various entities
James E. Martin 38 Hertford Street, London Accountant President and Treasurer
England W1Y 7TG
SECORP Limited 38 Hertford Street, London Nevis, West Indies business Secretary
England W1Y 7TG corporation that serves as
secretary of various entities
</TABLE>
<PAGE>
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Glacier Capital Limited
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP
OR PLACE OF PRESENT PRINCIPAL OCCUPATION OR
ORGANIZATION BUSINESS ADDRESS EMPLOYMENT POSITION WITH REPORTING PERSON
<S> <C> <C> <C>
James A. Loughran, 38 Hertford Street Lawyer Director
(Irish) London England W1Y
7TG
James E. Martin 38 Hertford Street, London Accountant President and Treasurer
England W1Y 7TG
SECORP Limited 38 Hertford Street, London Nevis, West Indies business Secretary
England W1Y 7TG corporation that serves as
secretary of various entities
</TABLE>
