EX-2.1
Letter of Intent
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LETTER OF INTENT
BY AND BETWEEN
TAMPA BAY FINANCIAL, INC. AND AFFILIATED INVESTORS
and
AMERICAN COMMUNICATIONS ENTERPRISES, INC., ITS SUBSIDIARIES and SHAREHOLDERS
================================================================================
Dated: September 22, 2000
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Table of Contents
1. Delivery of Shares of the Company...................................... 3
2. Consideration for Transfer of Shares ................................. 3
3. Public Traded Entity................................................... 3
4. Obligations of Shareholders and Company................................ 4
5. Obligations of TBF..................................................... 5
6. Further Provisions..................................................... 5
a. Exclusivity............................................................ 5
b. Venue.................................................................. 5
c. Confidentiality ....................................................... 6
d. Hold Harmless.......................................................... 6
e. Notice................................................................. 6
7. Exhibit A ............................................................. 8
8. Exhibit B ............................................................. 9
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LETTER OF INTENT
LETTER OF INTENT (the "Agreement"), dated as of September 22, 2000,
between Tampa Bay Financial, Inc., a Florida corporation, and Affiliated
Investors (see Exhibit A), hereinafter referred to as "TBF", and American
Communications Enterprises, Inc., a Nevada corporation (the "Company"), its
subsidiaries and certain Shareholders of the Company as more fully defined in
Exhibit B ("Shareholders").
Witnesseth:
WHEREAS, the Shareholders represent that they are the legal and beneficial
owners of the majority of the issued and outstanding shares of capital stock of
the Company as set forth and outlined in Exhibit B attached hereto; and
WHEREAS, the Shareholders have agreed to sell certain shares of the stock
that they own and control (as per Exhibit B) of the Company, and TBF has agreed
to acquire said stock of the Company, based on the terms and conditions
hereinafter set forth; and
NOW THEREFORE, in consideration of the premises and the mutual agreements
and undertakings hereinafter set forth, the parties do hereby agree to adopt a
said plan of reorganization. The principal terms of which are as follows:
1. Delivery of Shares of the Company. The Shareholders agree to transfer and
deliver to TBF, and TBF agrees to acquire all of the shares of capital stock of
the Company owned by the Shareholders; provided, however, that the Shareholders
shall retain such number of shares of capital stock of the Company as shall,
upon consummation of the merger described in Section 5(b), be converted into
250,000 shares of the surviving corporation, and provided, further, that in no
event shall the number of shares transferred pursuant hereto be less than
17,450,000 shares. TBF hereby agrees that beginning 90 days after closing, it
will guarantee that the 250,000 shares retained by the Shareholders will be able
to be sold by the Shareholders for gross proceeds of at least $500,000.
2. Consideration for Transfer of Shares. Upon the terms and subject to the
conditions set forth in this Agreement, TBF agrees to purchase the above stated
capital stock of the Company from the Shareholders in exchange for five hundred
thousand dollars ($500,000), to be paid by TBF to Shareholders upon execution of
a mutually agreeable definitive Agreement between the parties hereto.
3. Public Traded Entity. Shareholders and Company represent that the
Company is a publicly traded entity on the NASDAQ OTC Bulletin Board, and
that Company is in full and complete compliance with the Securities and
Exchange Commission ("SEC").
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4. Obligations of Shareholders and Company
(a) Shareholders and Company understand and agree that the Company's existing
registrar and transfer agent must be changed to Standard Registrar and Transfer
of Draper, Utah. Furthermore, additional costs such as legal, accounting, public
relations, and the like may be required. The cost for that change of registrar
and transfer agent as well as any and all other, additional costs such as legal,
accounting, public relations, and the like that may be required to successfully
conclude this transaction shall be borne by TBF.
(b) Shareholders and Company agree, if necessary, to assist TBF in securing
three (3) market makers to make a market for the Company's common stock.
(c) Shareholders and Company understand and agree that the authorized shares of
the Company will be increased to five hundred million (500,000,000) shares with
a per share par value of $0.001.
(d) Shareholders and Company understand and agree that all costs associated with
this transaction that are incurred are to be paid by TBF.
(e) Shareholders and Company understand and agree that any and all legal actions
filed against the Company, or filed on behalf of the Company against a third
party, must be completely settled prior to closing.
(f) Shareholders and Company agree to provide TBF with an Opinion Letter from
the Company's legal counsel confirming the market tradability of the shares
identified within this transaction to be freely market tradable shares or
tradable under an appropriate exemption from Securities Laws ("Free Trading
Shares"). Free Trading Shares to be acquired by TBF are outlined in attached
Exhibit A hereto.
(g) Shareholders and Company agree to provide TBF (simultaneously with the
execution of this letter) with a complete list of the shareholders of the
Company including the total number of issued and outstanding shares of the
Company, and attach it hereto as Exhibit C.
(h) Shareholders and Company agree to satisfy any and all claims, including
actual or threatened lawsuits, and/or debts of the Company prior to closing with
funds to be provided to the Company by TBF and maintained in an escrow account.
This escrow account will allow for payments to be made, if necessary, in advance
of the proposed closing of this transaction. Shareholders and Company understand
and agree that any Company debt assumed and/or paid by TBF on behalf of Company
in excess of one hundred fifty thousand dollars ($150,000) will be credited
toward and deducted from the payment guarantee outlined in Section 2 herein.
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(i) The Shareholders and Company agree to provide their full and maximum
cooperation in the accomplishment of these goals.
5. Obligations of TBF.
(a) TBF will pay the outstanding debts of the Company up to a maximum of one
hundred fifty thousand dollars ($150,000). Should payment of debts by TBF exceed
that amount, any excess amount will be credited toward and deducted from the
payment guarantee outlined in Section 2 herein.
(b) Promptly after execution of the definitive agreement contemplated hereby,
TBF will effect a reverse merger between Company and a properly capitalized
operating entity selected by TBF.
(c) TBF, at no cost or obligation to the Shareholders and the Company, will
contract with a financial public relations firm to promote the Company upon the
finalization of said reverse merger.
6. Further Provisions. The Shareholders and the Company understand that all
obligations of TBF are on a best efforts basis and this Agreement shall not
be binding to the Company except as to the following provisions:
(a) Exclusivity. For a period of forty-five (45) days after the date hereof, the
Company and its Shareholders agree that they will not solicit, accept, enter
into, negotiate or otherwise pursue any offers for the sale, transfer or
assignment (by merger or otherwise) of the assets or business of the Company,
the sale or issuance of any shares in the Company, or for full-time employment
of any of the professional personnel or any other key employees of its business
by any other individual or entity.
(b) Venue. Venue for any legal proceeding in connection with this
Agreement shall be Sarasota County, Florida.
(c) Confidentiality. The parties may request from each other certain documents
and other pertinent material related to the transaction including, without
limitation, financial data, tax information, future plans and other information
relating to the assets which the parties consider to be confidential. All of the
confidential information shall at all times be the property of the respective
parties, and they shall obtain no rights in any such confidential information
they obtain, until after closing of the transaction.
Except as may be required by applicable law(s) or as the parties may from
time to time consent in writing, the parties shall not, at any time, disclose
any confidential information, or any part thereof, to any person, firm,
corporation, association, or other entity for any reason or purpose whatsoever.
Except as otherwise required herein, and except for information that is being
sold by the parties at such other time or times as the parties may request, the
parties shall immediately return to each other all of their confidential
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information and shall not retain any copies thereof and shall continue to
refrain from any use whatsoever of any confidential information. In the event
either party takes any action or fails to take any action in contravention of
this Section, that party shall indemnify and hold harmless the other party from
any damage or claim that may arise as a result of such action or inaction. In
addition, that party shall be entitled to collect from the other party all costs
incurred in obtaining such indemnification, including all attorney and court
fees. The parties shall take any and all legal actions necessary to minimize any
damages resulting from such disclosure, to retrieve such disclosed confidential
information, and to return same to the other party upon their direction. Each
party shall be responsible for any action or inaction in contravention of this
Section by their personal representatives, successors and assigns.
(d) Hold Harmless. The Shareholders and the Company agree to hold TBF harmless
for any acts it performs in its efforts to perform under this Agreement other
than intentional or grossly negligent acts.
(e) Notice. All legal notices under this Agreement shall be sent to the
following parties:
If to TBF: Tampa Bay Financial, Inc.
355 Interstate Boulevard
Sarasota, FL 34240
Attn.: Carl Smith
941/923-1949 941/921-2821 - FAX
E-Mail Address: [email protected]
If to Company: American Communications Enterprises, Inc.
7103 Pine Bluffs Trail
Austin, TX 78729
Attn: Dain L. Schult, President
512/249-2344 815-352-2889 - FAX
E-mail address: [email protected]
If the foregoing is in accordance with your understanding, please indicate
your agreement with the terms of this Letter of Intent by signing in the space
provided below and returning this letter to TBF by overnight courier at the
above stated address.
Tampa Bay Financial, Inc. American Communications Enterprises
By: __________________________ By: ___________________________
Carl Smith Dain L. Schult, President
Authorized Representative
Date: ________________________ Date: _________________________
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Exhibit A
Affiliated Investors defined:
Epoch Enterprises Corporation
Hallco LLC
ASFT, Inc.
SB Resources Group, Inc.
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Exhibit B
Total shares issued and outstanding: 18,487,532
Shareholders defined:
Market Tradable Restricted
Shareholder Name Shares owned Shares owned
Dain L. Schult 6,300,000
Robert E. Ringle 4,150,000
John W. Saunders 2,000,000
The Shareholders anticipate receiving additional shares between the date of this
letter and the date of the definitive agreement, which shares will all be market
tradable. Such shares will be included in the shares sold hereunder.
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