SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. __________)
TAMBORIL CIGAR COMPANY
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
875079105
(CUSIP Number)
Mr. Stuart J. Chasanoff
1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214) 720-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 30, 1998
(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>
<TABLE>
<CAPTION>
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CUSIP No. 875079105 13D
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<S> <C> <C>
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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) ( )
(b) (X)
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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 8 SHARED VOTING POWER 0
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 4,674,468
PERSON WITH: 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 4,674,468
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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) 23.37%
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14 TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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CUSIP No. 875079105 13D
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<S> <C> <C>
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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) ( )
(b) (X)
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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 8 SHARED VOTING POWER 0
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 4,674,467
PERSON WITH: 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 4,674,467
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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) 23.37%
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14 TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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CUSIP No. 875079105 13D
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<S> <C> <C>
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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) ( )
(b) (X)
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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
- --------- -----------------------------------------------------------------------------------------------------------
- ---------------------- -------- -------------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 4,674,467
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 4,674,467
PERSON WITH: 10 SHARED DISPOSITIVE POWER 0
- ---------------------------------------------------------------------------------------------------------------------
- --------- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 4,674,467
- --------- -----------------------------------------------------------------------------------------------------------
- --------- -----------------------------------------------------------------------------------------------------------
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) 23.37%
- --------- -----------------------------------------------------------------------------------------------------------
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14 TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS
</TABLE>
<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").
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 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.
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. Should the Purchasers ultimately decide to convert the
Debentures and Series B Preferred Stock into Common Stock, the
Purchasers would have a sufficient majority of the then issued and
outstanding Common Stock 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.
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 16, 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.
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 Joint Filing Agreement, dated July 17, 1998.
99.2 Letter dated April 30, 1998, to Chief Financial
Officer of Tamboril Cigar Company.
99.3 Letter dated May 20, 1998, to Chief Financial
Officer of Tamboril Cigar Company.
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 17, 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 BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR POSITION WITH REPORTING PERSON
OR PLACE OF EMPLOYMENT
ORGANIZATION
<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
(British) England W1Y 7TG
SECORP Limited 38 Hertford Street, London Nevis, West Indies business Secretary
(Nevis, West Indies) England W1Y 7TG corporation that serves as
secretary of various entities
Margareta Hedstrom 37 Shepherd Street, London Business Executive President and Treasurer
(Swedish) 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 BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR POSITION WITH REPORTING PERSON
OR PLACE OF EMPLOYMENT
ORGANIZATION
<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
(British) England W1Y 7TG
SECORP Limited 38 Hertford Street, London Nevis, West Indies business Secretary
(Nevis, West Indies) 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 BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR POSITION WITH REPORTING PERSON
OR PLACE OF EMPLOYMENT
ORGANIZATION
<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
(British) England W1Y 7TG
SECORP Limited 38 Hertford Street, London Nevis, West Indies business Secretary
(Nevis, West Indies) England W1Y 7TG corporation that serves as
secretary of various entities
</TABLE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including amendments thereto) with
respect to common stock of Tamboril Cigar Company. This Joint Filing Agreement
shall be included as an exhibit to such filing. In evidence thereof, each of the
undersigned, being duly authorized where appropriate, hereby executes this Joint
Filing Agreement as of the 17th day of July 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
Exhibit 99.2
INFINITY EMERGING OPPORTUNITIES LIMITED
SUMMIT CAPITAL LIMITED
GLACIER CAPITAL LIMITED
April 30, 1998
VIA FACSIMILE No. (305) 860-0752
BY HAND
Tamboril Cigar Company
Att: Chief Financial Officer
2600 South West 3rd Avenue
Miami, Florida 33129
Re: Notice of Default
- ---------------------------
Reference is hereby made to the following documents that were executed in
connection with the investment made by Infinity Emerging Opportunities Limited
("Infinity Emerging"), Summit Capital Limited ("Summit Capital"), and Glacier
Capital Limited ("Glacier Capital" and, together with Infinity Emerging and
Summit Capital, the "Purchasers") in the Company on September 22, 1997;
1. The Convertible Debenture and Convertible Preferred Stock Purchase
Agreement dated as of September 22, 1997 (the "Purchase Agreement"), among
Tamboril Cigar Company (the "Company") and the purchasers (including the
Purchasers) listed on the signature pages thereof;
2. The 8% Convertible Debentures Due September 22, 199 in the aggregate
principal amount of $66,667, $66,667 and $66,666, respectively, issued to
Infinity Emerging, Summit Capital and Glacier Capital pursuant to the Purchase
Agreement (collectively, the "Debentures"); and
3. The Certificate of Designations, Preferences and Rights of the Series B
Preferred Stock of Tamboril Cigar Company (the "Series B Designation", which
along with the Debenture and Purchase Agreement), filed with the Delaware
Secretary of State on September 22, 1997, authorizing the issuance of a series
of up to 116,000 shares of Series B Convertible Preferred Stock of the Company,
par value $.0001 per share (the "Series B Shares"), of which 18,667 shares were
issued to each of the Purchasers on September 22, 1997.
Notice of Defaults and Events of Default under the Debentures and Series B
Designation
Notice is hereby given to the Company pursuant to Section 4(h) of the
Debentures and Section 5(j) of the Series B Designation that (1) the Company's
failure to pay interest on the Debentures on December 31, 1997, and (2) the
Company's failure to pay dividends on the Preferred Stock on March 31, 1998 each
constitute an "Event of Default" under both the Debentures and the Series B
Designation.
Under Section 2(d) of the Series B Designation, upon the occurrence of an
Event of Default and for so long as such Event of Default is continuing, the
dividend rate otherwise specified in Section 2(a) of the Series B Designation is
automatically increased to 16% per annum effective as of the Event Date for such
Event of Default (which was December 21, 1997). In addition, the Company is
required to pay to the Purchasers, as liquidated damages and not a penalty, 1%
of the aggregate Stated Value of the Series B Shares held by the Purchasers on
the Event Date for such Event of Default and on each monthly anniversary of the
Event Date, until such time as the Event of Default is cured.
Under Section 3 of the Debentures, if any Event of Default occurs and is
continuing, then so long as such Event of Default shall then be continuing, the
Purchasers may, by written notice to the Company, declare due the full
outstanding principal amount of the Debentures, together with all accrued but
unpaid interest thereon and other amounts owing thereunder, plus the "Adjustment
Amount" (as defined in Section 5 of the Debentures), through the date of
acceleration to be immediately due and payable.
Notice is also hereby given to the Company that the Company's failure to
deliver stock certificates to the Purchasers within three trading days after the
Company received Conversion Notices on April 2, 1998, gives rise to the
liquidated damages set forth in Section 4.13 of the Purchase Agreement.
Accordingly, the Purchasers hereby demand that the Company (1) pay the
Purchasers the accrued but unpaid interest relating to the Debentures; (2) pay
the Purchasers the accrued but unpaid dividends relating to the Series B Shares;
and (3) deliver the common stock certificates relating to the Conversion Notices
delivered to the Company on April 2, 1998. Should the Company not meet each of
the foregoing demands within five (5) business days of receipt of this letter,
the Purchasers will declare due the full outstanding principal amount of the
Debentures, together with all accrued but unpaid interest thereon and other
amounts owing thereunder, and will proceed with all actions that may be
necessary (including without limitation, the initiation of legal proceedings) to
collect all other amounts owed the Purchasers, as well as any actions needed to
effect the delivery of the common stock certificates.
The undersigned Purchasers, by delivering this letter to the Company, are
not waiving any rights the Purchasers have to declare any further defaults or
Events of Default under the Transaction Agreements and are in no way limiting
any remedies available to the Purchasers under the Transaction Agreements.
Should you have any questions regarding this letter, please feel free to
call Stuart Chasanoff of HW Partners, L.P. at (214) 720-1608, or Shawn Wells,
also of HW Partners, L.P., at (214) 720-1698.
INFINITY EMERGING OPPORTUNITIES LIMITED
SUMMIT CAPITAL LIMITED
GLACIER CAPITAL LIMITED
By: HW PARTNERS, L.P., as adviser to each of the foregoing
By: HW FINANCE, L.L.C., its General Partner
By: /s/Clark K. Hunt
-------------------------
Name: Clark K. Hunt
Title: Manager
SJC/jlw
Enclosures
cc: Adam S. Gottbetter, Esq.
Kaplan Gottbetter & Levenson, LLP
630 Third Avenue, 5th Floor
New York, New York 10017
Tel.: (212) 983-0532
Ian Markofsky
Vic Zanetti, Esq.
Elizabeth Yingling, Esq.
Exhibit 99.3
INFINITY EMERGING OPPORTUNITIES LIMITED
SUMMIT CAPITAL LIMITED
GLACIER CAPITAL LIMITED
38 Hertford Street
London, England W1Y 7TG
May 20, 1998
VIA FACSIMILE No. (305) 860-0752
Tamboril Cigar Company
Att: Chief Financial Officer
2600 South West 3rd Avenue
Miami, Florida 33129
Dear Sirs:
In my letter to you dated April 30, 1998 (the "April Letter"), I described
in detail how Tamboril Cigar Company (the "Company") is currently in default of
various provisions of the 8% Convertible Debentures (the "Debentures") due
September 22, 1999 in the aggregate principal amount of $66,667, $66,667 and
$66,666, respectively, issued to Infinity Emerging Opportunities Limited, Summit
Capital Limited, and Glacier Capital Limited (collectively, the "Purchasers")
and the Certificate of Designations, Preferences and Rights of the Series B
Preferred Stock of the Company (the "Series B Designation") filed with the
Delaware Secretary of State on September 22, 1997, authorizing the issuance of
up to 116,000 shares of Series B Convertible Preferred Stock of the Company, par
value $.0001 per share (the "Series B Shares"), of which 18,667 shares were
issued to each of the Purchasers on September 22, 1997. The aforementioned
defaults are a result of the Company's failure to pay dividends on the
Debentures on December 31, 1997, (2) the Company's failures to pay dividends on
the Preferred Stock on March 31, 1998, and (3) the Company's failure to deliver
the common stock certificates relating to the Conversion Notices delivered to
the Company on April 2, 1998.
I further stated in the April Letter that the Company's failure to cure the
defaults described therein in five business days would result in the Purchasers
exercising their right to declare due and payable the full outstanding principal
amount of the Debentures, together with all accrued but unpaid interest thereon
and other amounts owing thereunder. Additionally, the Purchasers will proceed
with all actions that may be necessary (including without limitation, the
initiation of legal proceedings) to collect all other amounts owed the
Purchasers, as well as any actions needed to effect the delivery of the common
stock certificates. Because the Company has failed to cure the defaults outlined
in the April Letter, the Purchasers hereby declare the full outstanding
principal amount of the Debentures, together with all accrued but unpaid
interest thereon and other amounts owing thereunder, as being immediately due
and payable.
The Purchasers, by delivering this letter to the Company, are not waiving
any rights each Purchaser has to declare any further defaults or Events of
Default under the aforementioned agreements and are in no way limiting any
remedies available to them under such agreements.
Should you have any questions regarding this letter, please feel free to
call Stuart Chasanoff of HW Partners, L.P. (214) 720-1608, or Shawn Wells, also
of HW Partners, L.P. at (214) 720-1698.
INFINITY EMERGING OPPORTUNITIES LIMITED
By: HW PARTNERS, L.P., as adviser
By: HW FINANCE, L.L.C., its General Partner
By: /s/Clark K. Hunt
-----------------------------
Name: Clark K. Hunt
Title: Manager
SUMMIT CAPITAL LIMITED
By: HW PARTNERS, L.P., as adviser
By: HW FINANCE, L.L.C., its General Partner
By: /s/Clark K. Hunt
-----------------------------
Name: Clark K. Hunt
Title: Manager
GLACIER CAPITAL LIMITED
By: HW PARTNERS, L.P., as adviser
By: HW FINANCE, L.L.C., its General Partner
By: /s/Clark K. Hunt
-----------------------------
Name: Clark K. Hunt
Title: Manager
SJC/jlw
Enclosures
cc: Vic Zanetti, Esq.
Elizabeth Yingling, Esq.
