13D
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. 2)
TAMBORIL CIGAR COMPANY
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
875079105
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(CUSIP Number)
Mr. Stuart J. Chasanoff
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)
December 28, 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
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1 NAME OF REPORTING PERSON
IEO HOLDINGS 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 9,118,448
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH: 8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 9,118,448
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 9,118,448
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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) 45.6%
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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
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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 9,118,448
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH: 8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 9,118,448
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 9,118,448
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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) 45.6%
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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
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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 9,118,448
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH: 8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 9,118,448
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 9,118,448
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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) 45.6%
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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 $0.0001 per share (the "Common Stock"), of Tamboril
Cigar Company, a Delaware corporation, which has its principal
executive offices located at 18349 N.E. 4th Court, North Miami Beach,
FL 33179 (the "Issuer"). This Statement amends and restates the
Schedule 13D previously filed by Infinity Emerging Opportunities
Limited ("Infinity"), Summit Capital Limited ("Summit") and Glacier
Capital Limited ("Glacier") on July 17, 1998, as amended and restated
by Amendment No. 1 to Schedule 13D previously filed by Infinity, Summit
and Glacier on August 3, 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 IEO Holdings Limited ("Holdings"), Summit and
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"): Infinity, 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 (other than
Infinity, which also serves as such person's principal office, is
1601 Elm Street, Suite 4000, Dallas, Texas 75201. The principal
address of Infinity, which also serves as its principal office,
is Hunkins Waterfront Plaza Main Street, P.O. Box 556,
Charelstown, Nevis, West Indies.
Infinity:
Infinity is a Nevis, West Indies corporation, the principal
business of which is the purchase, sale, exchange, acquisition
and holding of investment securities.
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.
On December 1, 1998, Infinity assigned all of its Common Stock, Warrants,
Series B Preferred Stock and Debentures to Holdings, a wholly owned
subsidiary of Infinity. The funds used by Holdings to acquire the Common
Stock, Warrants, Series B Preferred Stock and Debentures were derived from
Holdings working capital account.
4. PURPOSE OF TRANSACTION.
The Purchasers 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 to 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 the Purchasers 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 Purchasers on July 31, 1998. On
December 1, 1998, Infinity assigned all of its Common Stock, Warrants,
Series B Preferred Stock and Debentures to Holdings. As a result, the
Reporting Persons hold an aggregate number of 7,380,285 shares of Common
Stock with power to vote, representing 56.5% of the voting power of the
Issuer. Thus, the Reporting Persons 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.
Following July 31, 1998, the Purchasers continued their discussions with
Tamboril regarding Tamboril's status, business and financial condition,
plans, prospects and business strategy, considering a number of options
which would permit Tamboril to fulfill its capital requirements. At a
meeting of the Board of Directors of Tamboril on December 10, 1998 at which
representatives of the Purchasers were present by invitation of the Board
of Directors, certain of Tamboril's directors expressed an interest in
resigning as directors and the Purchasers suggested that additional persons
unaffiliated with Tamboril's management be elected as directors of
Tamboril. At the meeting, the Board of Directors and the Purchasers agreed
that under the circumstances it would be in the best interest of Tamboril
to alter the composition of the Board of Directors. On December 28, 1998,
the Board of Directors of Tamboril elected Alan L. Goldberg and Stuart J.
Chasanoff as directors of Tamboril. Tamboril has informed the Purchasers
that Anthony Markofsky, David S. Rector, Aric Frons and Jean-Francois
Perrault have resigned as directors of Tamboril effective as of December
28, 1998. Mr. Chasanoff is a Senior Vice President and the General Counsel
of HW Partners, L.P., the investment advisor of Infinity. Alan L. Goldberg
is not an affiliate of the Purchasers; however, the Purchasers anticipate
that Infinity will pay or guarantee the payment of certain compensation to
Mr. Goldberg for services to be rendered by Mr. Goldberg to Tamboril.
The Board of Directors and management of Tamboril are studying Tamboril'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 10-QSB for the period ending
June 30, 1998, the total amount of authorized Common Stock is
20,000,000, of which 13,356,632 shares are issued and outstanding.
REPORTING PERSONS
Holdings owns 2,475,080 shares of Common Stock, representing 18.5% of
the issued and outstanding Common Stock. Based upon the average
closing bid price per share of the Common Stock for the five trading
days immediately preceding December 23, 1998 ($0.06), the aggregate
number of shares due to Holdings upon exercise or conversion of its
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 outstanding Debentures, Series B Preferred Stock and
Warrants, the aggregate amount of Common Stock that Holdings would be
entitled to receive is 6,643,368, or the total amount of authorized
Common Stock minus the already issued and outstanding Common Stock
(20,000,000 - 13,356,632). This would result in Holdings holding
9,118,448 shares of Common Stock (the "Holdings Shares"), or 45.6% of
the then issued and outstanding shares of Common Stock.
Summit owns 2,475,080 shares of Common Stock, representing 18.5% of
the issued and outstanding Common Stock. Based upon the average
closing bid price per share of the Common Stock for the five trading
days immediately preceding December 23, 1998 ($0.06), the aggregate
number of shares due to Summit upon exercise or conversion of its
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 outstanding Debentures, Series B Preferred Stock and
Warrants, the aggregate amount of Common Stock that Summit would be
entitled to receive is 6,643,368, or the total amount of authorized
Common Stock minus the already issued and outstanding Common Stock
(20,000,000 - 13,356,632). This would result in Summit holding
9,118,448 shares of Common Stock (the "Summit Shares"), or 45.6% of
the then issued and outstanding shares of Common Stock.
Glacier owns 2,475,080 shares of Common Stock, representing 18.5% of
the issued and outstanding Common Stock. Based upon the average
closing bid price per share of the Common Stock for the five trading
days immediately preceding December 23, 1998 ($0.06), the aggregate
number of shares due to Glacier upon exercise or conversion of its
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 outstanding Debentures, Series B Preferred Stock and
Warrants, the aggregate amount of Common Stock that Glacier would be
entitled to receive is 6,643,368, or the total amount of authorized
Common Stock minus the already issued and outstanding Common Stock
(20,000,000 - 13,356,632). This would result in Glacier holding
9,118,448 shares of Common Stock (the "Glacier Shares"), or 45.6% of
the then issued and outstanding shares of Common Stock.
The Reporting Persons as a Group own 7,425,240 shares of Common Stock,
representing 55.6% of the issued and outstanding Common Stock. Based
upon the average closing bid price per share of the Common Stock for
the five trading days immediately preceding December 23, 1998 ($0.06),
the aggregate number of shares due to the Reporting Persons as a group
upon exercise or conversion of their 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 outstanding Debentures,
Series B Preferred Stock and Warrants, the aggregate amount of Common
Stock that the Reporting Persons as a group would be entitled to
receive is 6,643,368, or the total amount of authorized Common Stock
minus the already issued and outstanding Common Stock (20,000,000 -
13,356,632). This would result in the Reporting Persons as a group
holding 14,068,608 shares of Common Stock, or 70.3% of the then issued
and outstanding shares of Common Stock.
CONTROLLING PERSONS
Each of (1) Infinity, as sole stockholder of Holdings, (2) HW
Partners, as advisor to Infinity, and (3) HW Finance, as the general
partner of HW Partners, may be deemed to be the beneficial owner of
the Holdings 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
Holdings 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 sole stockholder, Infinity, Holdings would have the
sole power to vote or to direct the vote and to dispose or to direct
the disposition of the Holdings 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 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 Holdings Shares.
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 Holdings 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 Holdings
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) Not applicable
(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.
Incorporated by reference to Exhibit 99.1 filed as
an exhibit to the Schedule 13D filed with the
Commission by the Reporting Persons on July 17,
1998.
99.2 Letter dated April 30, 1998, to Chief Financial
Officer of Tamboril Cigar Company. Incorporated by
reference to Exhibit 99.2 filed as an exhibit to
the Schedule 13D filed with the Commission by the
Reporting Persons on July 17, 1998.
99.3 Letter dated May 20, 1998, to Chief Financial
Officer of Tamboril Cigar Company. Incorporated by
reference to Exhibit 99.3 filed as an exhibit to
the Schedule 13D filed with the Commission by the
Reporting Persons on July 17, 1998.
99.4 Joint Filing Agreement, dated December 30, 1998.
<PAGE>
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: December 30, 1998
IEO Holdings 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 IEO Holdings Limited
<TABLE>
<S> <C> <C> <C>
NAME AND CITIZENSHIP BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR POSITION WITH REPORTING PERSON
OR PLACE OF EMPLOYMENT
ORGANIZATION
John A. Brooks 38 Hertford Street, London Lawyer President and Treasurer/
(English) England W1Y 7TG Director
Sebestian B. Mareuse 38 Hertford Street, London Attorney Director
England W1Y 7TG
Suzanne Sheehy 38 Hertford Street, London Administrator Secretary
England W1Y 7TG
Sophie Leacacos 38 Hertford Street, London Attorney Director
England W1Y 7TG
</TABLE>
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>
<S> <C> <C> <C>
NAME AND CITIZENSHIP BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR POSITION WITH REPORTING PERSON
OR PLACE OF EMPLOYMENT
ORGANIZATION
Parchmore Incorporated P.O Box 556, Charlestown, Nevis, West Indies business Vice-President and Director
(Nevis, 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>
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>
<S> <C> <C> <C>
NAME AND CITIZENSHIP BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR POSITION WITH REPORTING PERSON
OR PLACE OF EMPLOYMENT
ORGANIZATION
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
Cofides S.A. (Nevis, P.O. Box 556 Nevis, West Indies business Director
West Indies) Charlestown, Nevis, corporation that serves as
West Indies fiduciary of various entities
SECORP Limited 38 Hertford Street, London Nevis, West Indies business Secretary
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 30th day of December 1998.
IEO Holdings 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
