As Filed With The Securities And Exchange Commission On February 9, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ICROWN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 6719 65-0960459
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(STATE OR OTHER (PRIMARY STANDARD (IRS EMPLOYER
JURISDICTION OF INDUSTRIAL NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
ADMIRALTY OFFICE TOWER TWO
4400 PGA BOULEVARD, SUITE 505
PALM BEACH GARDENS, FL 33410
(561) 627-0677
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT C. HACKNEY, ESQ.
HACKNEY & MILLER, P.A.
ADMIRALTY OFFICE TOWER TWO
4400 PGA BOULEVARD, SUITE 505
PALM BEACH GARDENS, FL 33410
(561) 627-0677
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
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COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
ROBERT C. HACKNEY, ESQ.
JOEL M. MCTAGUE, ESQ.
HACKNEY & MILLER, P.A.
ADMIRALTY OFFICE TOWER TWO
4400 PGA BOULEVARD, SUITE 505
PALM BEACH GARDENS, FL 33410
(561) 627-0677
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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, check the following box and
list the Securities Act registration statement number or the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462
(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE
- ------------------------------ ---------------------------- --------------------------- ----------------------------
TITLE OF EACH CLASS OF AMOUNT TO BE REGISTERED PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE REGISTERED PRICE PER UNIT OFFERING PRICE
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<S> <C> <C> <C>
Common Stock 2,000,000 $10 $20,000,000
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(1) Registration fee enclosed herewith. Estimated solely for purposes of
calculating the registration fee under Rule 457 (f)
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
2
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
PROSPECTUS (SUBJECT TO COMPLETION)
Issued February 9, 2000
ICROWN CORPORATION
Offer to Exchange Common Stock
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We are offering to exchange up to 2,000,000 shares of common stock of
iCrown Corporation for Odd Lots of less than 100 shares, and round lots not in
excess of 500 shares of common stock of the following companies: Philip Morris
Companies, Inc., and Waste Management, Inc, which are sometimes referred to
jointly in this document as the "Affinity Companies." The number of shares of
the Affinity Companies will be determined by the average closing price of the
Affinity Companies' stock at closing on the _____ day of _____________, 2000.
The offer will expire at 12:00 midnight, Eastern Standard time, on
_________________, ___________________, 2000, unless the offer is extended.
The offer is being made on a `first come, first exchange' basis, with the offer
being limited to odd lots of less than 100 shares and round lots not in excess
of 500 shares of the stock of the Affinity Companies.
This offer is being made only to those shareholders who consent to electronic
delivery of this prospectus.
Our common stock is not yet publicly traded, and the exchange price of $10 per
share has been arbitrarily determined by us. Upon completion of this offering,
we will apply for trading on Nasdaq, and have already applied for trading on
the Chicago Stock Exchange.
The offer is also subject to certain other conditions contained in this offer to
exchange. See "Terms of the Exchange Offer."
For a discussion of certain factors that you should consider before you
participate in this exchange offer, see "Risk Factors" commencing on page ____.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is February ___, 2000
<PAGE>
PROSPECTUS SUMMARY
QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER
1. Q. What is iCrown?
A. iCrown Corporation . . . seeks to become the premier internet
operating company engaged in business-to-business e-commerce,
providing both operating support and financial assets to
synergistic technology companies which are organized in
strategic EcoNets. iCrown offers both investment and
innovation; creating synergies and market opportunities at
each portfolio business level and greater value to the EcoNet
operating conglomerate.
2. Q. What is an EcoNet?
A. EcoNet is another term for economic network, a name that has
been given to the concept of incubating internet companies by
providing strategic planning, legal, accounting, financing and
offering management advice, and creating a group whose members
benefit from synergistic business relationships.
3. Q. Is iCrown a mutual fund?
A. No. iCrown's business model is based on owning at least a
majority interest in most of its internet ventures, making
them majority owned subsidiaries, not just "investments". In
this way, iCrown is more like a "venture capital" fund than a
mutual fund.
4. Q. What group of shareholders are eligible to participate in the
exchange offer?
A. Shareholders in selected states who own odd-lots, which means
less than 100 shares, and shareholders owning round lots of up
to 500 shares.
5. Q. How is this different from a tender offer?
A. By limiting the offer to less than 2% of the stockholder of
the Affinity Companies, the exchange offer does not fall
within the tender offer provisions of the Securities &
Exchange Act of 1934.
6. Q. If iCrown is in the internet incubator business, why are they
acquiring stock of Philip Morris and Waste Management?
A. Because this exchange offer represents phase one of iCrown's
business
<PAGE>
plan. iCrown is using a patent pending system known as the
"Hackney o Miller Affinity Exchange SystemTM" to acquire its
initial capitalization.
7. Q. What is the "Hackney o Miller Affinity Exchange SystemTM"?
A. It is a system that is designed to benefit the Affinity
Companies by aggregating, or "cleaning up" its odd-lot and
small shareholder base while providing capitalization to
iCrown to pursue its main objective of becoming the premier
"EcoNet" or incubator company for internet ventures.
8. Q. How do I participate?
A. By executing the Letter of Transmittal and arranging to send
your stock. For specific questions, contact the Information
Agent at _______________.
9. Q. What is the exchange formula and how was it determined?
A. The term "exchange formula" means the following: we will
multiply the number of shares tendered by each shareholder of
an Affinity Company by the average closing price per share of
their stock on the day prior to the Expiration Date. We will
then exchange those shares for an equal value of our shares,
at the rate of $10 per share for our shares. The price of our
shares has been arbitrarily determined by us, and our shares
are not presently publicly traded.
10. Q. After the exchange offer, will I be able to trade my iCrown
stock?
A. Yes. Upon completion of the offering, iCrown intends on making
an application for NASDAQ, and has already applied for listing
on the Chicago Stock Exchange. Management believes that for
the time period immediately following the offering, the share
price for iCrown will track the prices of the Affinity
Companies. As iCrown divests itself of its holdings and
invests them in the business going forward, management then
believes iCrown's share price will trade independently of the
Affinity Companies.
11. Q. Which state must I be a resident of to participate in this
offering?
A. We will only accept shares for exchange from shareholders of
the Affinity Companies who are residents of the following
states: Alaska, Arizona, Arkansas, Colorado, Delaware,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Kansas,
Kentucky, Maine, Massachusetts, Minnesota, Missouri, Montana,
Nebraska, Nevada, New Mexico, New York, North
<PAGE>
Carolina, Ohio, Oklahoma, Oregon, Rhode Island, South
Carolina, Texas, Vermont, and West Virginia. We will also
accept shares from shareholders who are not residents of the
United States.
We are not permitted to accept shares for exchange from
shareholders who are residents of Alabama, California,
Connecticut, Iowa, Louisiana, Maryland, Michigan, Mississippi,
New Hampshire, New Jersey, North Dakota, Pennsylvania, South
Dakota, Tennessee, Utah, Virginia, Washington, Wisconsin, and
Wyoming.
12. Q. Is there any income tax effect on me if I exchange my shares?
A. You will realize a tax gain or loss depending upon your tax
basis in your stock. See Certain U.S. Federal Tax Consequences
of the Exchange Offer.
13. Q. What are the benefits to me the shareholder?
A. The benefits to the shareholder is that they can exchange
some, or all, of their holdings, realizing a tax gain or loss,
for shares in an EcoNet company that has obtained a 252% gain
in its model portfolio for fiscal 1999.
SUMMARY OF THE COMPANY
iCrown Corporation seeks to become the premier internet operating
company engaged in business-to-business e-commerce, providing both operating
support and financial assets to synergistic technology companies which are
organized in strategic EcoNets. iCrown offers both investment and innovation;
creating synergies and market opportunities at each portfolio business level and
greater value to the EcoNet operating conglomerate.
SUMMARY OF THE EXCHANGE OFFER
We have summarized the terms of the exchange offer in this section.
Before you decide to tender your shares of the Affinity Company or Companies in
this offer, you should read the detailed description of the offer under "Terms
of the Exchange Offer" for further information.
Terms of the Exchange Offer
We are offering up to 2,000,000 shares of our common stock in exchange
for any combination of the shares of the Affinity Companies stock that is
equivalent in value to $20 million, as calculated according to the "exchange
formula."
Exchange Formula
The term "exchange formula" means the following: we will multiply the
number of shares tendered by each shareholder of an Affinity Company by the
average closing price per share of their stock on the day prior to the
Expiration Date. We will then exchange
<PAGE>
those shares for an equal value of our shares, at the rate of $10 per share for
our shares. The price of our shares has been arbitrarily determined by us, and
our shares are not presently publicly traded.
Expiration Date; extension, termination
The exchange offer will expire at 5:00 p.m., Eastern Standard Time, on
____________, or any subsequent date to which we extend it. You must tender your
stock prior to this date if you wish to participate in the offer. We have the
right to: terminate the exchange offer; extend the expiration date of the
exchange offer or waive any condition or otherwise amend the terms of the
exchange offer in any respect, other than the condition that the registration
statement be declared effective.
Conditions to the exchange offer
The exchange offer is subject to the registration statement and any
amendment to the registration statement covering the common stock being
effective under the Securities Act of 1933. Some other conditions of the offer
are that
o we will not accept any shares of the Affinity Companies stock if the
amount accepted would exceed 1.9% of the issued and outstanding shares of stock
of such company
o we will not accept shares for exchange if the total value of the
shares tendered on the Expiration Date do not equal at least $2 million, as
calculated according to the exchange formula
o we will not accept any shares for exchange if the they are tendered
by a shareholder who is a resident of a state where the offer is not permitted
by state law
o we will only accept shares from stockholders who have consented to
electronic delivery of this prospectus and
o the offer is being made on a "first come, first exchange basis." The
offer also is subject to customary conditions, which we may waive. Please read
"Terms of the Exchange Offer" for more information.
Procedure for tendering stock of Affinity Companies
If you hold you stock through a broker, dealer, commercial bank, trust
company or other nominee, you should contact that person promptly if you wish to
tender your stock. If you hold your stock through a broker, dealer, commercial
bank, trust company or other
<PAGE>
nominee, you may also comply with the procedures for guaranteed delivery. Please
do not send the letter of transmittal to us. You should send those letters to,
the Exchange Agent. The exchange agent can answer you questions regarding how to
tender you stock.
Information Agent:
, is the Information Agent and can be contacted at:
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RISK FACTORS
You should consider carefully the matters described under "Risk
Factors" as well as other information set forth in this prospectus and in the
letter of transmittal.
FORWARD LOOKING STATEMENTS
This prospectus and the documents incorporated herein by reference
contain forward-looking statements based on current expectations, estimates and
projections about iCrown's industry, management's beliefs and certain
assumptions made by management. All statements, trends, analyses and other
information contained in this prospectus relative to trends in net sales, gross
margin, anticipated expense levels and liquidity and capital resources, as well
as other statements including, but not limited to, words such as "anticipate,"
"believe," "plan," "estimate," "expect," "seek" and "intend," and other similar
expressions, constitute forward-looking statements. These forward-looking
statements involve risks and uncertainties, and actual results may differ
materially from those anticipated or expressed in such statements. Potential
risks and uncertainties include, among others, those set forth herein under
"Risk Factors." Particular attention should be paid to the cautionary statements
involving the Company's lack of operating history, the unpredictability of its
future revenues, the unpredictable and evolving nature of its business model,
the intensely competitive internet service industry and the risks associated
with capacity constraints, systems development, management of growth,
acquisitions, any new products and international or domestic business expansion.
Except as required by law, we undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise. Readers, however, should review carefully the factors set forth in
other reports or documents that iCrown will file with the SEC from time to time.
An investment in the common stock offered hereby involves a high degree
of risk. The following risk factors, together with the other information set
forth in this prospectus, should be considered carefully before acquiring the
common stock offered hereby.
NO OPERATING HISTORY
iCrown was incorporated in November, 1999, and accordingly, we have no
operating history on which to base an evaluation of our business and prospects.
There is no assurance that the iCrown can find or develop operating subsidiaries
within the internet field. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of internet related acquisitions. Such risks for the company
include, but are not limited to, an evolving and unpredictable business model
and the management of growth. To address these risks, we must, among other
things, implement and successfully execute our business and marketing strategy
and our expansion into new product and geographic markets, continue to develop
and upgrade our technology, establish, maintain and continuously update our web
site, provide superior customer service and fulfillment, respond to competitive
developments and attract, retain and motivate qualified personnel. There can be
no assurance that we will be successful in addressing such risks, and the
failure to do so could have a material adverse effect on the our business,
prospects, financial condition and results of operations.
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UNPREDICTABILITY OF FUTURE REVENUES;
As a result of the iCrown's absence of an operating history and the
emerging nature of the markets in which we will compete, we are unable to
accurately forecast our revenues. iCrown's current and future expense levels are
based largely on our investment plans and estimates of future revenues and are
to a large extent fixed. Sales and operating results depend generally upon the
volume of, timing of and ability to respond to client requests, which are
difficult to forecast. We may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. Accordingly, any significant
shortfall in revenues in relation to the our planned expenditures would have an
immediate adverse effect on the Company's business, prospects, financial
condition and results of operations. Further, as a strategic response to changes
in the competitive environment, iCrown may from time to time make certain
pricing, service, marketing or acquisition decisions that could have a material
adverse effect on its business, prospects, financial condition and results of
operations.
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS;
iCrown expects to experience significant fluctuations in its
future quarterly operating results due to a variety of factors, many of which
are outside our control. Factors that may adversely affect
iCrown's quarterly operating results include
o the development, announcement or introduction of new sites, services
and products by us and our competitors,
o the level of use of the internet, online services and computer software
and increasing consumer acceptance of the internet,
o iCrown's ability to upgrade and develop its systems and infrastructure,
o the company's ability to attract new personnel in a timely and
effective manner,
o iCrown's ability to manage effectively its development of new business
segments and markets,
o iCrown's ability to successfully manage the integration of operations
and technology of acquisitions or other business combinations,
o technical difficulties, system downtime or internet brownouts,
o the amount and timing of operating costs and capital expenditures
relating to expansion of iCrown's business, operations and
infrastructure,
o governmental regulation and taxation policies,
o disruptions in service by common carriers due to strikes or otherwise,
and
o general economic conditions and economic conditions specific to the
internet. These factors may also affect our majority owned subsidiaries
as well as its portfolio investments.
SEASONALITY
iCrown expects that we will experience seasonality in our business,
reflecting a combination of seasonal fluctuations in internet usage and
traditional business seasonality patterns. Internet usage and the rate of
internet growth may be expected to decline during the summer.
9
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COMPETITION
Since the internet and internet related businesses are relatively new,
the market is rapidly evolving and intensely competitive, and that competition
will intensify in the near future. There can be no assurances that iCrown
will be able to compete successfully against current and future competitors. New
technologies and the expansion of existing technologies may increase the
competitive pressures of iCrown.
RISKS OF BUSINESS COMBINATIONS AND STRATEGIC ALLIANCES
iCrown will expand its operations by acquiring majority owned
subsidiaries, entering into business combinations, investments, joint ventures
or other strategic alliances with third parties. Any such transaction would be
accompanied by risks commonly encountered in such transactions, which could
include, among others, the difficulty of assimilating the operations, technology
and personnel of the combined companies, the potential disruption of iCrown's
ongoing business, the inability to retain key technical and managerial
personnel, the inability of management to maximize the financial and strategic
position of the Company through the successful integration of acquired
businesses, additional expenses associated with amortization of acquired
intangible assets, the maintenance of uniform standards, controls and policies
and the impairment of relationships with existing employees and customers. There
can be no assurance that the Company would be successful in overcoming these
risks or any other problems encountered in connection with such business
combinations, investments, joint ventures or other strategic alliances, or that
such transactions would not have a material adverse effect on iCrown's business,
prospects, financial condition and results of operations.
10
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GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES
iCrown is not currently subject to direct regulation by any domestic or
foreign government agency, other than regulations applicable to businesses
generally and laws or regulations directly applicable to access to internet
carriers and online commerce. Due to the increasing popularity and use of the
internet and other online services, however, it is possible that a number of
laws and regulations may be adopted with respect to the internet or other online
services covering issues such as user privacy, pricing, content, copyrights,
distribution and characteristics and quality of products and services.
Furthermore, the growth and development of the market for online commerce may
prompt calls for more stringent consumer protection laws that may impose
additional burdens on those companies conducting business online. The adoption
of any additional laws or regulations may decrease the growth of the internet or
other online services, which could, in turn, decrease the demand for the
Company's products and services and increase our costs of doing business, or
otherwise have a material adverse effect on our business, prospects, financial
condition and results of operations. Moreover, the applicability to the internet
and other online services of existing laws in various jurisdictions governing
issues such as property ownership, sales and other taxes, libel and personal
privacy is uncertain and may take years to resolve. Any such new legislation or
regulation, the application of laws and regulations from jurisdictions whose
laws do not currently apply to iCrown's business, or the application of existing
laws and regulations to the internet and other online services could have a
material adverse effect on our business, prospects, financial condition and
result of operations.
INVESTMENT REGULATION
At the present time, we believe we are exempt from the Investment
Company Act of 1940 and the corresponding Florida statute by relying on certain
exemptions. The Company intends on maintaining its exempt status, however, there
is no guarantee it will do so. The exemptions may be modified and/or abolished
by government agencies responsible for rule making, though we are not aware of
any attempts to do so.
Furthermore, iCrown believes the investment advisor, Crown Capital
Advisors, Inc., is exempt from the Investment Advisors Act of 1940 and the
corresponding Florida statute by relying on certain exemptions. Crown Capital
Advisors intends on maintaining its exempt status.
In the event that either company loses their exempt status, the
companies plan on correcting the problem either by modifying the corporate
structure or by applying for the appropriate licenses.
PORTFOLIO RISK
SMALLER CAPITALIZED COMPANIES. All of the iCrown's assets that are invested in
non-majority owned companies may be invested in smaller capitalized public
companies (of less than $100 million market capitalization) as well as private
companies. While the management believes that such companies offer greater
potential for earnings growth and capital appreciation, investment in such
companies involves greater risks. Furthermore, the securities in such companies
may be traded less frequently and in smaller lots than larger companies and,
consequently, be susceptible to larger price movements, and the securities of
private companies will have no liquid market.
12
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INVESTMENT OBJECTIVE RISK. Current income is incidental to our investment
objective. iCrown is designed for long-term investors who understand and are
willing to accept the risk of loss involved in investing in a Company seeking
long-term capital appreciation. Investors should consider their investment
goals, their time horizon for achieving them, and their tolerance for risks
before investing in iCrown. If an investor seeks an aggressive approach to
capital growth and accepts the above average level of price fluctuations that we
expected to experience, we could be an appropriate part of overall investment
strategy. We should not be used as a trading vehicle and should not be used as a
complete investment program.
Management believes that because of continuing rapid advances in technologies,
an investment in a range of companies in the internet and internet related
companies will offer substantial opportunities for long-term capital
appreciation. The technology area continues to expand dramatically, both through
increasing demand for existing products and services and the broadening and
development of the technology market. Nevertheless, the price of common stocks
of such companies is subject to market risk and may decline.
We are of the opinion that the expansion of technology areas, however, also
provides a favorable environment for investment in small to medium capitalized
companies. iCrown's investment policy is not limited to any minimum
capitalization requirement, and we may hold securities without regard to the
capitalization of the issuer.
THE COMPANY
THE INDUSTRY
The internet industry includes companies from various sectors,
including internet access providers, companies that develop software tools to
access the internet and facilitate secure internet transactions, and companies
that manufacture personal computers and other hardware used in conjunction with
the internet. The internet industry also includes companies engaged in
electronic commerce, publishing companies that provide information on the
internet, and companies that supply information such as games, music and video,
on the internet. The types of companies that comprise the internet industry will
change as technology and applications change and develop. iCrown has loosely
divided the internet industry into seven sectors:
1. E-commerce, including business to business;
2. Media/content;
3. Internet technology;
4. Infrastructure;
5. Access;
6. Services; and
7. Hub/virtual community.
The internet has been subject to rapid growth in the past ten years,
and the last half in particular. Internet and internet related companies have
seen their valuations increase disproportionately with the growth of e-commerce.
Though many analysts do not expect these returns to continue in the years to
come and an industry wide slow down is expected, iCrown expects that even if
there were a slow down in the internet industry, the technologies would still be
essential to life in the years to come and a sound long-term investment.
BUSINESS OF THE COMPANY
iCrown Corporation is a Florida corporation in the primary business to
acquire developmental stage and established internet and internet related
companies and assets. To date, iCrown has not engaged in an active trade or
business since its inception. We are searching currently for at least one active
trade or business in which to acquire at least a majority interest. At the
present time, iCrown is involved in preliminary research and investigative
activities. At the present time there are no understandings, agreements or
arrangements with any entity regarding an acquisition by iCrown. Although our
primary long term focus is the internet, it may invest in non-internet related
assets when management believes that it is advisable to do so.
iCrown intends to be an internet holding company which is actively
engaged in e-commerce through its subsidiaries and affiliates. Our business plan
it that of acquiring a controlling interest in and providing financial, legal,
accounting, management, personnel and technical support to development stage
internet companies which we either identity or we participate in founding. Our
plan is not only to assist, or "incubate" these companies, but also to promote
strategic alliances among our subsidiaries and affiliates to enhance the ability
of each participant to expand its business. We also intend to promote the
creation and protection of intellectual property by our subsidiaries and
affiliates.
iCrown expects that at least 55% of its value and net income after
taxes will be derived from majority owned subsidiaries of the issuer who are not
investment companies in themselves and therefore believes itself exempt from the
Investment Company Act of 1940. We plan on remaining exempt for the near future.
No more than 45% of our value will be invested in non-majority owned common and
preferred stock of companies engaged in internet and internet related
businesses. These companies may or may not be publicly traded.
PLAN OF OPERATION
iCrown has not yet had revenue from operations. We plan to acquire
internet related assets, and do not presently contemplate the need for
additional capital over the next twelve months. We plan to use the assets
acquired in the exchange offer to fund operations for iCrown in the acquisition
of its first group of majority owned subsidiaries. We believe that development
stage internet companies are in need of strategic planning, accounting, legal,
marketing, sales and other professional advice, and consequently anticipate
hiring approximately three senior management personnel for iCrown, in addition
to the four initial directors devoting substantial time toward assisting the
majority owned subsidiaries.
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MAJORITY OWNED OPERATIONAL SUBSIDIARIES
Presently, iCrown is researching and investigating the acquisition of
at least one majority owned operational subsidiary that is involved in an
internet or internet related business that is identified as belonging to one of
the seven sectors. No agreements or arrangements have yet been made to acquire
any subsidiary.
PORTFOLIO OF INTERNET AND INTERNET RELATED SECURITIES
PRINCIPAL INVESTMENT STRATEGIES FOR INTERNET RELATED SECURITIES
iCrown's strategy to achieve its goal is to invest in companies that provide
products or services designed for the internet. Management believes that the
internet offers unique investment opportunities because of its ever-growing
popularity among business and personal users alike. iCrown intends to invest in
common stock whose research and development efforts with respect to internet
usage may result in higher stock values.
CAPITAL APPRECIATION POTENTIAL
Management believes that capital appreciation potential is highest in the small
cap stocks that are involved in the internet. Management is of the opinion that
the introduction of cutting edge product lines and innovative services
frequently come from small companies.
THE MODEL PORTFOLIO. No more than 45% of the value of iCrown will be
invested in non-majority owned common and preferred stock of companies engaged
in internet and internet related businesses. For these non-majority owned common
and preferred stock investments, our investment objective is to generate
long-term capital appreciation by investing in the stocks of public companies
with primary business operations in seven sectors of the internet industry
identified by management. In order to test our investment objective, management
has identified small cap internet related companies that it has designated as
the model portfolio. The model portfolio and has achieved a pro-forma gain of
252% between December 31, 1998 and December 31, 1999. However, these pro-forma
results are not necessarily indicative of the likely future performance of
iCrown. We are designed for long-term investors who understand and are willing
to accept the risk of loss involved in seeking long-term capital appreciation in
large and small public companies and in start-up private companies.
iCrown has signed an advisory contract with Crown Capital Advisors,
Inc., ("Crown Capital"), a related entity. The contract allows for periodic
payments for services provided by Crown Capital. The services include, but are
not limited to, advice regarding acquisitions, financial projections, portfolio
management, and the like. At the present time, iCrown and Crown Capital Advisors
share some common members of management and share control, but conduct business
separately having distinct clients. The companies plan to develop separate
management staffs in the future. Crown Capital is exempt from registration from
the Investment Advisors Act of
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1940 and expects to remain exempted in the near future.
COMPUTER SYSTEMS AND OPERATION RISKS
iCrown's business may depend on the efficient and uninterrupted
operation of the computer and communications hardware systems of its future
majority owned subsidiaries and its portfolio companies. Such systems and
operations are vulnerable to damage or interruption from fire, flood, power
loss, telecommunications failure, break-ins, earthquakes, hurricanes, and other
similar events that are outside of our control. Any system interruption would
reduce the attractiveness of our product and service offerings and could,
therefore, materially adversely affect iCrown. Any inability or delay in
appropriately upgrading its systems and infrastructure would also have a
material adverse effect on iCrown.
RAPID TECHNOLOGICAL CHANGE
The internet, and computer technology in general, are characterized by
rapid technological change, changes in user and customer requirements and
preferences, frequent new products and service introductions embodying new
technologies and the emergence of new industry standards and practices that
could adversely affect our future majority owned subsidiaries and/or its
portfolio investments. If iCrown is unable, for technical, legal, financial or
other reasons, to adapt in a timely manner in response to changing market
conditions or customer requirements, such inability could have a material
adverse effect on the our business, prospects, financial condition and results
of operation.
DEPENDENCE ON INTERNET AND COMPUTER GROWTH
iCrown's long term viability is substantially dependent upon the
widespread consumer acceptance and use of the internet as a medium of commerce.
Use of the internet as a means of effecting retail transactions as well as
marketing is at an early stage of development, and demand and market acceptance
for recently introduced services and products over the internet is very
uncertain.
The internet's viability as a commercial marketplace could be adversely
affected by delays in the development of services or due to increased government
regulation. Changes in, or insufficient availability of, telecommunications
services to support the internet also could result in slower response times and
adversely affect usage of the internet generally. If the use of the internet
does not continue to grow or grows more slowly than expected, or if the
infrastructure for the internet does not effectively support growth that may
occur, iCrown would be materially adversely affected.
YEAR 2000 COMPLIANCE RISK
iCrown will use computer software programs and operating systems in its
internal operations, including applications used in financial business systems
and various administration functions. Computer programs have traditionally been
written using two digits rather than four to define the applicable year. As a
consequence, unless modified, computer systems will not be able to differentiate
between the years 2000 and 1900. Failure to address this problem could result in
system failures and the generation of erroneous data. In addition, we cannot
predict the effect of the Year 2000 problem on the entities with which we
transacts business, and there can be no assurance that the effect of the Year
2000 problem on such entities will not have a material adverse effect on
iCrown's business, financial condition or results of operations.
MANAGEMENT OF THE COMPANY
Following are summaries of the background of the Directors of the Company.
DONALD W. MILLER, 46, has been a director and the President of the
Company since its inception. Since August, 1997, he has been a partner in the
law firm of Hackney & Miller, P.A. Mr. Miller has practiced business, real
estate and corporate law since 1981. From June, 1994 until August 1997, he was
the sole shareholder in the law firm of Donald W. Miller P.A. representing
domestic and international companies in relation to mergers and acquisitions,
business financing and corporate management. From 1984 until 1994, Mr. Miller
was the President and Chief Executive Officer of First Partners Investment
Corporation responsible for the acquisition, financing, development, asset
management and brokerage of investment-grade real estate. Mr. Miller received
his JD from Michigan State University's T. M. Cooley School of Law, and his
Bachelor of Arts degree in Business Administration from the University of Miami.
He is a member of The Florida Bar, the State Bar of New Jersey, the Palm Beach
County Bar Association and was chosen for the first class of Leadership Palm
Beach County.
PETER V. DE SANCTIS, 43, has been a director of the Company since its
inception. Since 1989, Mr. De Sanctis has been a Shareholder in Hixon, Marion,
Powell & De Sanctis, P.A., a regional certified public accounting firm with
offices in North Miami Beach and Palm Beach Gardens,
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Florida. Mr. De Sanctis has worked in the field of public accounting since 1975.
Prior to his association with his present accounting firm, he was associated
with the "Big Six" firm of Coopers & Lybrand, as well as the international firm
of Grant Thornton. He has served as Chief Financial Officer of Associated
Mortgage Investors which is a publicly held diversified real estate company
principally engaged in real estate development, property management and
investment partnership syndication. During his service as Chief Financial
Officer, Associated Mortgage Investors held in excess of $100,000,000 of assets.
Mr. De Sanctis graduated from the Bernard M. Baruch College where he obtained
his Bachelor of Business Administration degree. He is a member of the American
and Florida Institutes of Certified Public Accountants, the New York State
Society of Certified Public Accountants and is listed in the Who's Who Registry.
ROBERT C. HACKNEY, 49, has been a director, and the
Secretary/Treasurer, of the Company since its inception. For two decades his
corporate and securities law practice has included public and private securities
offerings, mergers and acquisitions, tender offers, and complex corporate
transactions. Since January, 1997, he has been a partner in the law firm of
Hackney & Miller, P.A. Mr. Hackney also serves on the Board of Directors of
Micro Typing Systems, Inc., a Johnson & Johnson affiliate that manufactures
medical diagnostic products. From June, 1995 until January 1997, he was the sole
shareholder in the law firm of Robert C. Hackney & Associates, Chartered. From
November, 1988, until June, 1995, Mr. Hackney was a partner in the law firm of
DeSantis, Gaskill & Hunston P. A., in North Palm Beach, Florida. From January
1996 until December 1996, he also served as a director of Net Lnnx, Inc., an
Internet Service Provider and from January 1996 until August, 1996, he also
served as its President. He is a former securities fraud prosecutor and state
securities regulator. Mr. Hackney is a member of The Florida Bar, the United
States District Court, Southern District of Florida, the United States District
Court, Middle District of Florida, the United States Court of Appeals for the
Fifth Circuit, and the United States Court of Appeals for the Eleventh Circuit.
He received his Juris Doctor degree from Stetson University College of Law and
his Bachelor of Arts degree from Florida State University. He has lectured and
authored several books in the area of corporate and securities law, including
"The Complete Guide to Mergers & Acquisitions," (1989), "An Insider's Guide to
Non-Bank Business Financing" (1990), and "Firesale! Advice on Buying Financially
Distressed Companies" (1991). Mr. Hackney is a member of United States Senator
Connie Mack's Senate Roundtable and is listed in the Who's Who Registry.
ROBERT MOREYRA, 41, has been a director of the Company since its
inception. Since May, 1999, Mr. Moreyra has been responsible for The First
American Investment Banking Corporation's Investment Banking Group, which
includes capital raising, capital restructuring, mergers and acquisitions advice
and investor relations assistance activities. Prior to joining First American,
Mr. Moreyra was Vice President of Corporate Finance with William R. Hough & Co.,
one of the largest regional investment banking firms in the southeastern United
States, from December, 1997 until May, 1999. From January 1996 until May, 1997,
Mr. Moreyra was a Director with Tunstall Consulting, Inc., a corporate financial
consulting firm specializing in strategic and financial planning for high-growth
companies seeking capital from institutional lenders and investment banks. From
1986 until January, 1996, Mr. Moreyra served as Chief Executive Officer of
Pardue, Heid, Church, Smith & Waller, Inc. which during his tenure grew to be
the country's largest privately held real estate consulting firm. Mr. Moreyra is
a frequent lecturer on the topic of strategic planning and
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corporate finance to groups such as Inc. Magazine, The Executive committee
(TEC), Watermark International, and numerous colleges and universities. Mr.
Moreyra received his M.B.A. from the University of Central Florida and is also a
graduate of Florida International University where he received his B.B.A.
majoring in Finance. He is a member of the University of Florida's Graduate
School of Business Advisory Board, and serves on numerous corporate boards of
directors.
DIRECTORS COMPENSATION
No Compensation has been paid to any directors for service in such capacity in
the past, and no such compensation is presently payable to directors, but
directors may be reimbursed for certain expenses in connection with attendance
at Board and committee meetings. At such time as the Board of Directors deems
appropriate, the Company intends to adopt an appropriate policy to compensate
non-employee directors, in order to attract and retain the services of qualified
non-employee directors.
DEPENDENCE ON KEY PERSONNEL
iCrown's performance is substantially dependent on the continued
services and on the performance of its senior management and other key
personnel, particularly Donald W. Miller and Robert C. Hackney. iCrown does
not have long-term employment agreements with any of its key personnel and
maintains no "key person" life insurance policies. The loss of the services of
its executive officers or other key employees could have a material adverse
effect on iCrown's business, prospects, financial condition and results of
operations.
1999 EQUITY INCENTIVE PLAN
The iCrown 1999 Equity Incentive plan was approved by the board of
directors and the shareholders on November 30, 1999. The following summary of
the plan is qualified in its entirety by reference to the complete text of the
plan.
The plan is intended to promote the interests of iCrown and its
shareholders by (a) attracting and retaining key employees, consultants and
non-employee directors of iCrown, (b) motivating such individuals by means of
performance-related incentives to achieve long-term performance goals, (c)
enabling such individuals to participate in the long-term growth and financial
success of iCrown, and (d) linking compensation to the long-term interests of
the shareholders.
The plan is designed so that certain awards granted thereunder may
comply with the requirements of performance-based compensation under Section
162(m) of the Internal Revenue Code of 1986, as amended. Section 162(m)
generally limits the deductibility of certain compensation in excess of $1
million per year paid by a publicly traded corporation to the following
individuals who are employed as of the end of the corporation's tax year: the
chief executive officer and the four other executive officers named in the
summary compensation table of the corporation's proxy statement. Compensation
that qualifies as "performance-based" compensation is, however, exempt from the
$1 million deductibility limitation. For compensation granted pursuant to the
plan to qualify for this exemption, among other things, the material terms under
which the compensation is to be paid must be disclosed to and approved by
shareholders in a separate vote prior to payment, and the compensation must be
paid solely on account of the attainment of preestablished, objective
performance goals. Accordingly, if the plan is approved by shareholders and the
other conditions of Section 162(m) relating to performance-based compensation
are satisfied, certain compensation paid to covered Officers pursuant to the
plan will not fail to be deductible under Section 162(m).
General
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The plan provides for the granting of awards to such employees and
consultants of iCrown and its affiliates as the committee of the board appointed
to administer the plan may select from time to time. In addition, non-employee
directors are eligible to receive the non-employee director awards described
below.
Subject to the adjustment provisions described below, an aggregate of
2,000,000 shares of common stock are reserved for issuance of awards under the
plan, of which 1,000,000 are reserved for issuance of awards other than stock
options. Such shares may be authorized but unissued common stock or common stock
held in iCrown's treasury or a combination thereof. Generally, shares subject to
an award that remain unissued upon expiration or cancellation of the award will
be available for other awards under the plan.
In the event that stock options or other awards are exercised by
delivery of shares of common stock or awards are satisfied by the withholding of
shares of common stock, the number of shares available for awards under the plan
will be increased by the number of shares so delivered or withheld. In addition,
shares of common stock underlying awards granted solely as an assumption of, or
substitution for, outstanding awards previously granted by a separate entity
acquired by iCrown, or with which iCrown combined, will not be counted against
the shares of common stock available for awards under the plan, unless otherwise
required by Section 16 of the Securities Exchange Act of 1934.
Subject to the adjustment provisions described below, the total number
of shares of common stock subject to options granted to any participant in the
plan during any calendar year may not exceed 500,000; PROVIDED, HOWEVER, that
during the initial year of the plan or in the calendar year in which a
participant commences employment with the Company, the total number of shares of
common stock subject to options granted to such participant may not exceed
1,000,000.
In the event that the committee determines that any dividend, other
distribution, recapitalization, stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, exchange of shares
of common stock or other securities of iCrown, issuance of warrants or other
rights to purchase shares of common stock or other securities of iCrown, or
other similar corporate transaction or event, affects the common stock such that
an adjustment is appropriate to prevent dilution or enlargement of the benefits
under the plan, then the committee shall make such adjustments as it deems
equitable to the number and kind of shares of company securities that may
thereafter be issued in connection with awards, the limit on individual awards,
the number and kind of shares of company securities subject to each outstanding
award, and the exercise price of each award. In addition, if deemed appropriate,
the committee shall provide for an equivalent award.
Awards under the plan may be made in the form of
(a) incentive stock options (which are designed to satisfy the applicable
requirements set forth in Section 422 of the Code),
(b) non-qualified stock options
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(c) restricted stock,
(d) restricted stock units,
(e) performance awards,
(f) other stock-based awards, including dividend equivalent rights, and
(g) non-employee director awards.
Administration
The plan will be administered by the committee, which will be the
compensation committee unless the board appoints a different committee (which
may include the entire board) to administer the plan. The committee is
authorized, among other things, to interpet and administer the provisions of the
plan, to select the person to whom awards will be granted, to determine the
terms and conditions of such awards and to make all other determinations deemed
necessary or advisable for the administration of the plan.
Subject to the terms of the plan and applicable law, the committee may
delegate to one or more officers or managers of iCrown or an affiliate, or to a
committee of such officers or managers, certain of its authorities under the
plan, but solely with respect to participants who are not officers or directors
of the company for purposes of, or who are not otherwise subject to, Section 16
of the Securities Exchange Act of 1934.
Awards under the plan
Stock Options
Option granted pursuant to the plan will be exercisable at such time or
times, and subject to such other terms and conditions as the committee
determines, in the applicable award agreements or thereafter. The purchase price
per share payable upon the exercise of an option will be established by the
committee; PROVIDED, HOWEVER, that the option exercise price may be no less than
the fair market value of a share of common stock on the date of grant. The
option exercise price is payable in cash (or its equivalent), or by surrender of
shares of common stock owned by the participant for at least six months, having
a fair market value on the date of exercise equal to the option exercise price,
or by any combination of the foregoing. In addition, a participant may elect to
pay all or any portion of the aggregate exercise price by having shares of
common stock with a fair market value on the date of exercise equal to the
aggregate option exercise price withheld by iCrown or sold by a broker-dealer.
Options may not be exercisable after the expiration of ten years from the date
of grant.
Restricted Stock
The committee may grant restricted shares of common stock to such
persons, in such amounts, and subject to such terms and conditions (including
the attainment of performance goals and forfeiture provisions) as the committee
may determine, in its discretion. Except for restrictions on transfer and such
other restrictions as the committee may impose, participants will have all the
rights of a shareholder with respect to the restricted stock, including dividend
and voting rights, unless the committee determines otherwise.
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Restricted Stock Units
The committee may grant restricted stock units to such persons, in such
amounts, and subject to such terms and conditions (including the attainment of
performance goals and forfeiture provisions) as the committee may determine, in
its discretion. Each restricted stock unit has a value equal to the fair market
value of one share of common stock. Restricted stock units may be paid out in
cash, shares of common stock or other considerations, as determined by the
committee, upon the lapse of the applicable restrictions.
Performance Awards
The committee may grant performance awards to such persons, in such
amounts, and subject to such terms and conditions as the committee may
determine, in its discretion. Peformance awards may be denominated in cash or
shares of common stock, valued, as determined by the committee, based on the
achievement of performance goals over performance periods to be determined by
the committee, and paid, at such time and in such form as the committee may
determine, in the form of a lump sum or installments, or on a deferred basis, in
accordance with procedures established by the committee.
Other Stock-Based Awards
The committee may grant other stock-based awards valued in whole or in
part by reference to, or otherwise based on, common stock, including dividend
equivalent rights, as the committee deems consistent with the purposes of the
plan. Subject to the provisions of the plan, the committee will determine the
persons to whom such other stock-based awards will be granted and all the terms
and conditions of such awards.
Section 162(m) Awards and Performance Goals, Generally
With respect to performance awards, and specifically, awards intended
to comply with Section 162(m), the plan is designed so that a committee
satisfies the applicable requirements of Section 162(m) may establish
performance goals expressed in terms of the achievement of any one or more of
the following performance measures; earnings before interest, taxes,
depreciation and/or amortization; operating income or profits; return on equity,
assets, capital employed or investment; after tax operating income; net income;
earnings or book value per share; cash flow(s); total sales or revenue, or sales
or revenues per employee; production (separate work units); stock price or total
shareholder return; dividends, strategic business objectives, consisting of one
or more objectives based criteria.
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BENEFICIAL OWNERSHIP OF COMMON STOCK
<TABLE>
<CAPTION>
Name of Beneficial Owner Amount and Nature of Ownership Percent of Ownership
<S> <C> <C>
Crown Capital Holdings, Inc.(1) 2,000,000 100%
Total 2,000,000 100%
</TABLE>
- --------------------
(1) Crown Capital Holdings, Inc., is a Florida corporation, the stock of which
is owned 50% each by family limited partnerships established for estate planning
purposes by Donald W. Miller and Robert C. Hackney.
DESCRIPTION OF SECURITIES
The following description is a summary and is qualified in its entirety by the
provisions of iCrown's Articles of Incorporation and Bylaws, copies of
which have been filed as exhibits to the registration statement of which this
prospectus is a part.
GENERAL
The company is authorized to issue 300,000,000 shares of common stock, $.0001
par value per share, and 50,000,000 shares of preferred stock, $.0001 par value
per share. At November 30, 1999, there were 2,000,000 shares of common stock
issued and outstanding, and no shares of preferred stock issued and outstanding.
All shares of common stock outstanding are validly issued, fully paid and
non-assessable.
COMMON STOCK
VOTING RIGHTS. Each share of common stock entitles the holder thereof to one
vote, either in person or by proxy, at meetings of shareholders. The holders are
not permitted to vote their shares cumulatively. Accordingly, the holders of
Common Stock holding, in the aggregate, more than fifty percent (50%) of the
total voting rights can elect all of the directors of the Company.
DIVIDEND POLICY. All shares of common stock are entitled to participate ratably
in dividends when and as declared by iCrown's board of directors out of the
funds legally available therefore and subject to the rights, if any, of the
holders of outstanding shares of preferred stock. Any such dividends may be paid
in cash, property or additional shares of common stock. iCrown has not paid any
dividends since its inception and presently anticipates that all earnings, if
any, will be retained for development of iCrown's business and that no dividends
on the shares of common stock will be declared in the foreseeable future. Any
future dividends will be subject to the discretion of iCrown's board of
directors and will depend upon, among other things, future
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earnings, the operating and financial condition of iCrown, its capital
requirements, general business conditions and other pertinent facts. Therefore,
there can be no assurance that any dividends on the common stock will be paid in
the future.
MISCELLANEOUS RIGHTS AND PROVISIONS. Holders of common stock have no preemptive
or other subscription rights, conversion rights, redemption or sinking fund
provisions. In the event of the dissolution, whether voluntary or involuntary,
of the company, each share of common stock is entitled to share ratably in any
assets available for distribution to holders of the equity of the company after
satisfaction of all liabilities and payment of the applicable liquidation
preference of any outstanding shares of preferred stock.
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PREFERRED STOCK
iCrown also has the right to issue up to 50,000,000 shares of preferred
stock. This preferred stock may have such rights and preferences that are
greater than iCrown's Common Stock. As of the date of this prospectus, no
preferred stock has been issued. The board of directors is expressly authorized
to adopt, from time to time, a resolution or resolutions providing for the issue
of preferred stock in one or more series, to fix the number of shares in each
such series and to fix the designations and the powers, preferences and
relative, participating, optional and other special rights and the
qualifications, limitations and restrictions of such shares, of each such
series.
NO DIVIDENDS ANTICIPATED
iCrown does not contemplate or anticipate paying any dividends upon its common
stock in the foreseeable future. It is currently anticipated that earnings, if
any, will be used to finance the development and expansion of our business.
INDEMNIFICATION PROVISIONS OF FLORIDA LAW AND OF THE COMPANY'S ARTICLES OF
INCORPORATION AND BYLAWS
iCrown's Articles of Incorporation and Bylaws require us to indemnify its
directors and officers to the fullest extent permitted by Florida law. Florida
law presently provides that in the case of a nonderivative action (that is, an
action other than by or in the right of a corporation to procure a judgment in
its own favor), a corporation has the power to indemnify any person who was or
is a party or is threatened to be made a party to any proceeding by reason of
the fact that the person is or was an agent of the corporation, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe that the conduct of the person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent does not, of itself, create a
presumption that the person did not act in good faith and in a manner that the
person reasonably believed to be in the best interests of the corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.
With respect to derivative actions, Florida law provides that a corporation has
the power to
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indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was an agent of the corporation, against expenses actually and
reasonably incurred by that person in connection with the defense or settlement
of the action if the person acted in good faith, in a manner the person believed
to be in the best interests of the corporation and its shareholders.
Indemnification is not permitted to be made in respect of any claim, issue, or
matter as to which the person shall have been adjudged to be liable to the
corporation in the performance of that person's duty to the corporation and its
shareholders, unless and only to the extent that the court in which the
proceeding is or was pending determines that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for
expenses, and then only to the extent that the court shall determine.
ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE COMPANY'S POISON PILL PLAN,
THE EQUITY INCENTIVE PLAN, AND FLORIDA LAW
POISON PILL.
On November 30, 1999, the board of directors of iCrown declared a dividend of
one purchase warrant for every outstanding share of the Company's Common Stock,
$.0001 par value. The warrants will be distributed on December 30, 1999, to
stockholders of record as of the close of business on that date. The terms of
the warrants are set forth in the Warrants Agreement dated as of November 30,
1999, between the Company and North American Transfer Co., as warrants agent.
The warrants agreement provides for the issuance of one warrant for every share
of common stock issued and outstanding on the dividend record date and for each
share of common stock which is issued or sold after that date and prior to the
"distribution date".
Each warrant entitles the holder to purchase from iCrown one share of
common stock at a price of $.10 per share, subject to adjustment. The warrants
will expire on December 30, 2009, or the earlier redemption of the warrants, and
are not exercisable until the distribution date.
No separate warrants certificates will be issued at the present time.
Until the distribution date (or earlier redemption or expiration of the
warrants),
(i) the warrants will be evidenced by the common stock certificates and
will be transferred with and only with such common stock certificates,
(ii) new common stock certificates issued after the dividend record date
upon transfer or new issuance of the company's common stock will
contain a notation incorporating the Warrants Agreement by reference
and
(iii) the surrender for transfer of any of the company's common stock
certificates will also constitute the transfer of the warrants
associated with the common stock represented by such certificate.
The warrants will separate from the common stock and warrants
certificates will be issued on the distribution date. Unless otherwise
determined by a majority of the board then in office, the
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distribution date will occur on the earlier of
(i) the tenth business day following the later of the date of a public
announcement that a person, including affiliates or associates of such
person, except as described below, has acquired or obtained the warrant
to acquire, beneficial ownership of 15% or more of the outstanding
shares of common stock or the date on which an executive officer of
iCrown has actual knowledge that an acquiring person became such or
(ii) the tenth business day following commencement of a tender offer or
exchange offer that would result in any person together with its
affiliates and associates owning 15% or more of the company's
outstanding common stock. In any event, the board of directors may
delay the distribution of the certificates. After the distribution
Date, separate certificates evidencing the warrants will be mailed to
holders of record of the company's common stock as of the close of
business on the distribution date and such separate warrants
certificates alone will evidence the warrants.
If, at any time after December 30, 1999, any person or group of
affiliated or associated persons (other than the company and its affiliates)
shall become an acquiring person, each holder of a warrant will have the warrant
to receive shares of our common stock (or, in certain circumstances, cash,
property or other securities of iCrown) having a market value of one hundred
times the exercise price of the Warrant. Also, in the event that after the stock
acquisition date iCrown was acquired in a merger or other business combination,
or more than 25% of its assets or earning power was sold, each holder of a
warrant would have the warrant to exercise such warrant and thereby receive
common stock of the acquiring company with a market value of one hundred times
the exercise price of the warrant. Following the occurrence of any of the events
described in this paragraph, any warrants that are, or (under certain
circumstances specified in the warrants agreement) were, beneficially owned by
any acquiring person shall immediately become null and void.
The board may, at its option, at any time after any person becomes an
acquiring person, exchange all or part of the then outstanding and exercisable
warrants for shares of common stock at an exchange ratio of one share of Common
stock per Warrant, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after November 30, 1999. The board,
however, may not effect an exchange at any time after any person (other than
(i) iCrown,
(ii) any subsidiary of the Company,
(iii) any employee benefit plan of the company or any subsidiary of the
company or
(iv) any entity holding common stock for or pursuant to the terms of any
such plan), together with all affiliates of such person, becomes the
beneficial owner of 50% or more of the common stock then outstanding.
Immediately upon the action of the board ordering the exchange of any
warrants and without any further action and without any notice, the
warrant to exercise such warrants will terminate and the only warrant
thereafter of a holder of such warrants will be to receive that number
of shares of common stock equal to the number of such warrants held by
the holder multiplied by the exchange ratio.
The exercise price of the warrants, and the number of shares of common
stock or other securities or property issuable upon exercise of the warrants are
subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
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reclassification of, the common stock,
(ii) upon the grant to holders of the common stock of certain warrants or
warrants to subscribe for shares of the common stock or convertible
securities at less than the current market price of the common stock or
(iii) upon the distribution to holders of the common stock of evidences of
indebtedness or assets (excluding cash dividends paid out of the
earnings or retained earnings of the Company and certain other
distributions) or of subscription warrants (other than those referred
to above).
At any time prior to the earlier of the distribution date or the close
of business on the expiration date, iCrown, by a majority vote of the board then
in office, may redeem the warrants at a redemption price of $.01 per warrant, as
described in the warrants agreement. Immediately upon the action of the board
electing to redeem the warrants, the warrant to exercise the warrants will
terminate and the only right of the holders of warrants will be to receive the
redemption price.
Until a warrant is exercised, the holder thereof, as such, will have no
warrants as a stockholder of iCrown, including, without limitation, the warrant
to vote or to receive dividends.
The Warrants Agreement may be amended by the board at any time prior to
the distribution date without the approval of the holders of the warrants. From
and after the distribution date, the Warrants Agreement may be amended by the
board without the approval of the holders of the Warrants in order to cure any
ambiguity, to correct any defective or inconsistent provisions, to change any
time period for redemption or any other time period under the Warrants Agreement
or to make any other changes that do not adversely affect the interests of the
holders of the Warrants (other than any acquiring person or its affiliates and
associates, or their transferees).
The form of warrants agreement dated as of December 30, 1999, between
iCrown and North American Transfer Co., as warrants agent, specifying the terms
of the warrants (including as exhibits the form of the warrants certificate and
the summary of warrants) is attached hereto as an exhibit. The foregoing
description of the warrants does not purport to be complete and is qualified in
its entirety by reference to the Warrants Agreement, which is incorporated
herein by reference.
EQUITY INCENTIVE PLAN
Additionally, iCrown's Equity Incentive plan allows for all options and
awards in iCrown's equity to vest upon a "change in control" as defined by the
plan.
FLORIDA LAW
The laws of the State of Florida, where the company's principal
executive offices are located, impose restrictions on certain transactions
between certain foreign corporations and significant stockholders. Florida
Statutes 607.0901 to 607.0903 is an "affiliated transaction" statute which
prevents certain hostile and coercive merger devices. An affiliated transaction
is a significant transaction (e.g., merger, a sale of more than 5% of the
assets, issuance of an additional 5% of stock,
24
<PAGE>
or dissolution) with a shareholder who owns more than 10% of the outstanding
stock of a company. In additional to any approval required by law, the company
charter, or by the interests given to either bondholders to stockholders by
operation of an agreement, an affiliated transaction must also be approved by
either a majority of the corporations disinterested directors, or two thirds of
the remaining disinterested shareholders. There are three exceptions to this
rule. First, the affiliated transaction statute can be avoided if the minimum
price paid to the shareholders is at least equal to the highest price paid by an
interested shareholder in the past two years. Second, if the interested
shareholder has owned more than 80% of the corporation's outstanding shares for
at least five years before the affiliated transaction occurs, the statute does
not apply. Third, the statute would not apply if the interested shareholder
owned more than 90% of the outstanding shares when the affiliated transaction
occurs. Additionally, a corporation may elect to opt out of the statute; iCrown
has not yet chosen this option.
TRANSFER AGENT. North American Transfer Co., has been appointed the transfer
agent of the company's common stock and preferred stock.
Exchange and Nasdaq Listing
We plan on applying for a listing on the NASDAQ system immediately upon
completion of this offering. In the meantime, iCrown has made an initial
application for listing on the Chicago Stock Exchange.
ABSENCE OF MARKET
At the present time, there is no public market for the Company's Common Stock
and subsequent to this offering there is no assurance that a market will
develop. The Company will apply for listing on the National Association of
Security Dealer's Automated Quotation Service, Inc. ("NASDAQ") and the Chicago
Stock Exchange to commence after this offering.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference in this prospectus other
information that Waste Management, and Philip Morris file with them, which means
that we can disclose important information to you by referring you to those
documents. This prospectus incorporates important business and financial
information about Waste Management, and Philip Morris that is not included in or
delivered with this prospectus. The information that Waste Management, and
Philip Morris file later with the SEC will automatically update and supersede
the information included in and incorporated by reference in this prospectus. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the expiration of this exchange offer.
For Waste Management:
1. The annual report on Form 10-K for the year ended 12-31-98, as
amended.
2. The quarterly report on Form 10-Q for the fiscal quarter ended
9-30-99, as amended.
For Philip Morris:
1. The annual report on Form 10-K for the year ended 12-31-98, as
amended.
2. The quarterly report on Form 10-Q for the fiscal quarter ended
9-30-99, as amended.
<PAGE>
The Companies have filed each of these documents with the SEC and they
are available from the SEC's Internet site at/or public reference rooms
described under "WHERE YOU CAN FIND MORE INFORMATION" below.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from or in addition to what is contained in this
prospectus. Therefore, if anyone does give you information of this sort, you
should not rely on it. If you are in a jurisdiction where it is unlawful to
offer to exchange or sell or to ask for offers to exchange or buy the securities
offered by this prospectus, or if you are a person to whom it is unlawful to
direct those activities, then the offer presented in this prospectus does not
extend to you. The information contained in this prospectus speaks only as of
its date unless the information specifically indicates that another date
applies.
TERMS OF THE EXCHANGE OFFER
iCrown Corporation, a Florida corporation, hereby offers to exchange an
aggregate of 2,000,000 shares of Common Stock, for shares of common stock, of
the following corporations: Philip Morris Companies, Inc. and Waste Management,
Inc., upon the terms and subject to the conditions set forth below and in the
Letter of Transmittal, which is Appendix A to this prospectus.
1. Basic terms of the offer
The following terms and conditions apply to our Offer:
o We will accept for exchange any combination of the shares of the
Affinity Companies stock that is equivalent in value to $20 Million, as
calculated according to the exchange formula.
<PAGE>
o We will not accept any shares of the Affinity Companies if the amount
accepted would exceed 1.9% of the issued and outstanding shares of
stock of any such company.
o We will not accept any shares for exchange if the total value of the
shares tendered on the Expiration Date do not equal at least $2
Million, as calculated according to the exchange formula.
o We will not accept any shares for exchange if they are tendered by a
shareholder who is a resident of a state where the offer is not
permitted by state law. See Section 7 below for state details.
o This offer is being made on a "first come, first exchange basis."
o We will only accept shares from stockholders of the Affinity Companies
who have consented to electronic delivery of this prospectus.
The term "exchange formula" means the following: we will multiply the
number of shares tendered by each shareholder of an Affinity Company by the
average closing price per share of their stock on the day prior to the
expiration date. We will then exchange those shares for an equal value of our
shares, at the rate of $10 per share for our shares. The price of our shares has
been arbitrarily determined by us, and our shares are not presently publicly
traded.
The term "expiration date" means 12:00 midnight, Eastern Standard time,
on ___________, 2000, unless we have extended the offering period. If the offer
is extended, the term "expiration date" shall mean the new time and date upon
which the offer is set to expire.
We may:
o extend the offer, if at any scheduled expiration date of the offer
any of the conditions of the offer shall not be satisfied or waived. The
extension will be until such time as such conditions are satisfied or waived.
o extend the offer for any period required by statute, rule,
regulation, interpretation or position of the Commission or any other
governmental authority or agency thereof applicable to the offer.
o extend the offer for any reason on one or more occasions.
<PAGE>
As used in this offer to exchange, "business day" means any day other than a
Saturday, Sunday or a U.S. federal holiday, and consists of the time period from
12:01 a.m. through 12:00 Midnight, Eastern Standard time.
We expressly reserve the following rights:
o to waive any condition to the offer.
o to extend the offering period.
o to terminate the offer and not to accept for exchange any shares not
previously accepted for exchange, if any condition to the offer is not
satisfied, by giving oral or written notice of such termination to the
depositary, and
o at any time, to amend the offer in any respect.
While we reserve the above rights, we are not obligated to take any of the
described actions.
2. Acceptance for exchange and exchange for shares
For a stockholder to validly tender shares pursuant to the offer, either
(a) a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), with any required signature guarantees or an Agent's
Message (in connection with book-entry transfer of shares of common stock) and
any other required documents, must be received by the depositary at one of its
addresses set forth herein prior to the expiration date
and either
(i) Certificates for tendered shares must be received by the depositary at one
of such addresses prior to the expiration date or
(ii) Shares must be delivered pursuant to the procedures for book-entry transfer
set forth below in Section 3 and a book-entry confirmation must be received by
the depositary on or prior to the expiration date
or
(b) the tendering stockholder must comply with the guaranteed delivery
procedures set forth herein and in Section 3 below.
The term "Agent's Message" means a message transmitted by a book-entry
transfer facility to, and received by, the depositary and forming a part of a
book-entry
<PAGE>
confirmation, which states that such book-entry transfer facility has received
an express acknowledgment from the participant in such book-entry transfer
facility transferring the shares which are the subject of such book-entry
confirmation that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that offeror may enforce such agreement
against such participant.
We will be deemed to have accepted for exchange, and thereby exchanged,
shares validly deposited with the depositary when we give oral or written notice
to the depositary of our acceptance. In all cases, exchange for shares pursuant
to the offer will be made by deposit of our common stock with the depositary.
The depositary will act as agent for exchanging stockholders for the purpose of
receiving common stock from us and transmitting common stock to exchanging
stockholders whose shares have been accepted by us.
If acceptance for exchange is delayed for any reason, or we are unable
to accept for exchange shares deposited pursuant to the offer, then, without
prejudice to our rights under Section 6 below, the depositary may, nevertheless,
on our behalf, retain deposited shares.
If any deposited shares are not exchanged for any reason or if
certificates are submitted for more shares than are exchanged, certificates for
such shares not exchanged will be credited to an account maintained at the
appropriate book-entry transfer facility according to the procedures set forth
in Section 3 below, as promptly as possible following the expiration,
termination or withdrawal of the Offer.
3. Procedure for exchanging shares
Book-entry transfer. The depositary will make a request to establish an
-------------------
account with respect to the Shares at The Depository Trust Company for purposes
of the offer.
Any financial institution that is a participant in a book-entry
transfer facility's system may make book-entry delivery of shares by causing a
book-entry transfer facility to transfer such shares into the depositary's
account at such book-entry transfer facility in accordance with that facility's
procedure for such transfer. Although delivery of shares may be effected through
book-entry transfer into the depositary's account at a book-entry transfer
facility, however, an Agent's Message in connection with a book-entry transfer
and any other required documents, must, in any case, be transmitted to, and
received by, the depositary at its address set forth in this offer to exchange
on or prior to the expiration date.
The confirmation of a book-entry transfer of shares into the
depositary's account at a book-entry transfer facility as described above is
known as a "Book-Entry Confirmation."
Signature guarantees. Signatures on all Letters of Transmittal must be
--------------------
guaranteed by a member in good standing of the Securities Transfer Agent's
Medallion Program, or by
<PAGE>
any other bank, broker, dealer, credit union, savings association or other
entity that is an "eligible guarantor institution," as such term is defined in
Rule 17Ad-15 under the Exchange Act, each of the foregoing constituting an
"Eligible Institution", unless the shares are deposited:
(i) by a registered holder (which term, for purposes of this Section,
includes any participant in any of the book-entry transfer facilities'
systems whose name appears on a security position listing as the owner
of the shares) of shares who has not completed either the box labeled
"Special Delivery Instructions" or the box labeled "Special Payment
Instructions" on the Letter of Transmittal or
(ii) for the account of an eligible institution. See Instruction 1 contained
in the Letter of Transmittal. If the certificates representing shares
are registered in the name of a person or persons other than the signer
of the Exchange Agreement and Letter of Transmittal, or if exchange is
to be made or certificates for shares not accepted for exchange are to
be issued to a person other than the registered holder, then the
certificates representing shares must be endorsed or accompanied by
appropriate stock powers, in each case signed exactly as the name or
names of the registered holder or holders appear on the certificates,
with the signatures on the certificates or stock powers guaranteed as
described above and as provided in the Letter of Transmittal. See
Instructions 1 and 5 contained in the Letter of Transmittal.
Guaranteed delivery. If a stockholder desires to tender securities and the
- -------------------
certificates are not immediately available or the procedures for book entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the depositary prior to the expiration date, such
tender may be made if all the following conditions are met:
(i) such tender is made by or through an eligible institution;
(ii) a properly completed and executed Notice of Guaranteed Delivery,
substantially in the form provided by us is received by the depositary,
prior to the expiration date.
(iii) the certificates for all tendered shares of common stock, in proper
form for transfer, or a book-entry confirmation, together with a
properly completed and executed Letter of Transmittal , with any
required signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message, and any other required documents, are
received by the depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand to the depositary or
transmitted by telegram, facsimile transmission or mailed to the depositary and
must include the guarantee by and eligible institution in the form set forth in
such Notice of Guaranteed Delivery.
<PAGE>
Backup withholding. In order to avoid "backup withholding" of U.S.
------------------
Federal Income Tax on any gain pursuant to the offer, a stockholder surrendering
shares in the offer must, unless an exemption applies, provide the depositary
with such stockholder's correct taxpayer identification number ("TIN") on a
Substitute Form W-9 and certify under penalties of perjury that such TIN is
correct and that such stockholder is not subject to backup withholding.
If a stockholder does not provide such stockholder's correct TIN or fails to
provide the certifications described above, the Internal Revenue Service may
impose a penalty on such stockholder and payment of cash to such stockholder
pursuant to the offer may be subject to backup withholding of 31%.
All stockholders surrendering shares pursuant to the offer should complete and
sign the main signature form and the Substitute Form W-9 included as part of the
Letter of Transmittal to provide the information and certification necessary to
avoid backup withholding (unless an applicable exemption exists and is proved in
a manner satisfactory to the offeror and the depositary). Certain stockholders
(including, among others, all corporations and certain foreign individuals and
entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8 (Certificate of Foreign Status), a copy of which may be
obtained from the depositary, in order to avoid backup withholding. See
Instruction 10 to the Letter of Transmittal.
Determination of validity.
--------------------------
o All questions as to the form of documents and the validity,
eligibility (including time of receipt) and acceptance for any exchange of
shares pursuant to any of the procedures described above will be determined by
us, which determination shall be final and binding on all parties.
o We reserve the absolute right to reject any or all deposited shares
that are determined by us not to be in proper form or the acceptance of or
exchange for which, in our opinion, may be unlawful.
o We also reserve the absolute right to waive any defect or
irregularity in any exchange of shares.
o We also reserve the absolute right to waive or to amend any of the
conditions of the offer.
o Our interpretation of the terms and conditions of the offer including
the Letter of Transmittal and the instructions thereto, will be final and
binding on all parties.
<PAGE>
o No exchange of shares will be deemed to have been validly made until
all defects and irregularities have been cured or waived.
o None of offeror, the depositary, or any other person will be under
any duty to give notification of any defects or irregularities in exchanges or
incur any liability for failure to give any such notification.
Appointment as proxy. By executing a Letter of Transmittal, (or
--------------------
agreeing to be bound by its terms through an Agent's Message) an exchanging
stockholder irrevocably appoints designees of offeror as such stockholder's
attorneys-in-fact and proxies, each with full power of substitution, in the
manner set forth in the Letter of Transmittal, to the full extent of such
stockholder's rights with respect to the shares deposited by such stockholder
and accepted for exchange by us.
All such powers of attorney and proxies shall be considered coupled with an
interest in the deposited shares. Such powers of attorney and proxies shall be
irrevocable and shall be effective when, and only to the extent that, offeror
accepts such shares for exchange.
Upon such acceptance for exchange, all prior powers of attorney and proxies
given by such stockholder with respect to such shares will be revoked, without
further action, and no subsequent powers of attorney and proxies may be given by
such stockholder. If any are given, will not be deemed effective.
The designees of offeror will be empowered to exercise all voting and other
rights of such stockholder with respect to such shares as they in their sole
discretion may deem proper, including, without limitation, in respect of any
annual or special meeting of the Company's stockholders, or any adjournment or
postponement thereof, or in connection with any action by written consent in
lieu of any such meeting or otherwise.
4. Withdrawal rights
o Exchanges of shares pursuant to the offer are irrevocable.
o Shares deposited pursuant to the offer may not be withdrawn at any
time prior to the expiration date.
o If we extend the offer, or are delayed in our exchange for shares,
then, without prejudice to our rights under this offer, deposited shares may be
retained by the depositary on our behalf and may not be withdrawn.
5. Certain fees and expenses
We have retained Wilmington Trust Company to act as the depositary in connection
with the offer. The depositary will receive reasonable and customary
compensation for its services, will be reimbursed for certain reasonable
out-of-pocket expenses and will be
<PAGE>
indemnified against certain liabilities and expenses in connection therewith,
including certain liabilities under the U.S. federal securities laws.
We will not pay any fees or commissions to any broker or dealer or other
person for soliciting exchanges of shares pursuant to the offer.
6. Certain conditions of the offer
The exchange offer is subject to the registration statement and nay
amendment to the registration statement covering our common stock being
effective under the Securities Act of 1933. The exchange offer is also
subject to the other conditions set forth in this section.
Notwithstanding any other provision of the offer, we:
o shall not be required to accept for exchange any shares deposited
until the expiration of any applicable waiting period for the offer, and
o may terminate or amend the offer as to any shares not then accepted
for exchange,
o shall not be required to accept for exchange any shares, or
o may delay the acceptance of shares deposited,
if at any time prior to the acceptance for payment of shares, any of the
following events shall occur:
(a) there shall have been any action taken, or any statute, rule,
regulation, judgment, order or injunction, promulgated,
enacted, entered, enforced or deemed applicable to the offer,
that would or is reasonably likely to
(i) make the acceptance for exchange of, or exchange of
some or all of the shares pursuant to the offer
illegal, or otherwise restrict or prohibit or make
materially more costly the consummation of the offer,
(ii) result in a significant delay in or restrict our
ability to accept for exchange some or all of the
shares pursuant to the offer,
(iii) render us unable to accept for exchange some or all
of the shares pursuant to the offer,
(iv) impose material limitations on our ability to acquire
or hold, transfer or dispose of, or effectively to
exercise all rights of ownership of, some or all of
the shares including the right to vote the shares
exchanged by it pursuant to the offer on all matters
properly presented to the stockholders of the
Affinity Companies,
<PAGE>
(v) otherwise materially adversely affect us, or the
value of the shares or otherwise make consummation of
the offer, unduly burdensome;
(b) there shall have been threatened, instituted or pending any
action, proceeding or counterclaim by or before any
governmental, administrative or regulatory agency or
instrumentality or before any court, arbitration tribunal or
any other tribunal, domestic or foreign, challenging the
making of the offer or the acquisition by us of the shares
pursuant to the offer or seeking to obtain any material
damages, or seeking to, directly or indirectly, result in any
of the consequences referred to in clauses (i) through (v) of
paragraph (a) above;
(c) there shall have occurred:
(i) for a period of more than one full trading day any
general suspension of, or limitation on prices for,
trading in securities on any national securities
exchange or in the over-the-counter market in the
United States,
(ii) the declaration of any banking moratorium or any
suspension of payments in respect of banks or any
limitation (whether or not mandatory) on the
extension of credit by lending institutions in the
United States,
(iii) the commencement of a war, armed hostilities or any
other international or national calamity involving
the United States, or
(iv) a material adverse change in the United States
currency exchange rates or a suspension of, or
limitation on, the markets therefor;
(d) there shall have occurred any change, condition, event or
development in the business, condition (financial or
otherwise), assets, liabilities, results of operations or
prospects of the Affinity Compaies or any of their
subsidiaries that is, or is reasonably likely to be,
materially adverse to the them taken as a whole or that
materially impairs, or is reasonably likely to materially
impair the ability of the parties to consummate the offer;
which, in the sole judgment of offeror, in any case, and
regardless of the circumstances giving rise to any such
condition, makes it inadvisable to proceed with the offer or
with acceptance for exchange or exchange for shares.
The foregoing conditions are for our sole benefit and may be asserted
regardless of the circumstances or waived by us in whole or in part at any time
or from time to time in our discretion.
Our failure at any time to exercise any of the foregoing rights shall
not be deemed a waiver of any such right, and each such right shall be deemed an
ongoing right which may be asserted at any time. Any determination by us
concerning the events described above will be final and binding on all parties.
<PAGE>
7. Certain legal matters
We will only accept shares for exchange from shareholders of the
Affinity Companies who are residents of the following states: Alaska, Arizona,
Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois,
Indiana, Kansas, Kentucky, Maine, Massachusetts, Minnesota, Missouri, Montana,
Nebraska, Nevada, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon,
Rhode Island, South Carolina, Texas, Vermont, and West Virginia. We will also
accept shares from shareholders who are not residents of the United States.
We are not permitted to accept shares for exchange from shareholders
who are residents of Alabama, California, Connecticut, Iowa, Louisiana,
Maryland, Michigan, Mississippi, New Hampshire, New Jersey, North Dakota,
Pennsylvania, South Dakota, Tennessee, Utah, Virginia, Washington, Wisconsin,
and Wyoming.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
OF THE EXCHANGE OFFER
The following is a summary of the principal U.S. Federal Income Tax
Consequences of the offer to holders whose shares are exchanged pursuant to the
offer. The discussion applies only to holders of shares in whose hands shares
are capital assets, and may not apply to shares received pursuant to the
exercise of employee stock options or otherwise as compensation, or to holders
of shares who are not citizens or residents of the United States.
The U.S. Federal Income Tax consequences set forth below are included
for general informational purposes only and are based upon present law. Because
individual circumstances may differ, each holder of shares should consult such
holder's own tax advisor to determine the applicability of the rules discussed
below to such stockholder and the particular tax effects of the offer including
the application and effect of state, local and other tax laws.
The receipt of the common stock will be a taxable transaction for U.S.
Federal Income Tax purposes and also may be a taxable transaction under
applicable state, local and other income tax laws. In general, for U.S. Federal
Income Tax purposes, a holder of shares will recognize gain or loss equal to the
difference between such holder's adjusted tax basis in the shares exchanged
pursuant to the offer and the value of the common stock received therefor. Gain
or loss must be determined separately for each block of shares (i.e., shares
acquired at the same cost in a single transaction) sold pursuant to the offer.
Such gain or loss will be capital gain or loss and will be long-term gain or
loss if, on the date of sale the shares were held for more than one year.
Payments in connection with the offer may be subject to backup
withholding at a 31% rate. Backup withholding generally applies if the
stockholder:
(a) fails to furnish such stockholder's social security number or TIN,
(b) furnishes an incorrect TIN,
(c) fails properly to report interest or dividends or
<PAGE>
(d) under certain circumstances, fails to provide a certified statement,
signed under penalties of perjury, that the TIN provided is such
stockholder's correct number and that such stockholder is not subject
to backup withholding. Backup withholding is not an additional tax but
merely an advance payment, which may be refunded to the extent it
results in an overpayment of tax.
Certain persons generally are exempt from backup withholding, including
corporations and financial institutions. Certain penalties apply for failure to
furnish correct information and for failure to include the reportable payments
in income. Each stockholder should consult with such stockholder's own tax
advisor as to such stockholder's qualification for exemption from withholding
and the procedure for obtaining such exemption.
25
<PAGE>
iCROWN CORPORATION
(a development stage company)
NOVEMBER 30, 1999
INDEX TO FINANCIAL STATEMENT
Pages
-----
Report of Independent Certified Public Accountants F-2
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Stockholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
F-1
<PAGE>
To the Board of Directors and Stockholders of
iCrown Corporation
Palm Beach Gardens, Florida
We have audited the accompanying balance sheet of iCrown Corporation (a Florida
Corporation) as of November 30, 1999, and the related statements of operations,
changes in stockholders' equity, and cash flows for the period then ended. These
financial statements are the responsibility of iCrown's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of iCrown Corporation as of
November 30, 1999, and the results of its operations and its cash flows for the
year ended in conformity with generally accepted accounting principles.
December 7, 1999
Sweeney Gates & Co.
Independent certified public accountants
F-2
<PAGE>
BALANCE SHEET
NOVEMBER 30, 1999
ASSETS
Current Assets:
Cash $ 1,000
Total current assets 1,000
-------
$ 1,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ --
-------
Total current liabilities --
-------
Stockholders' equity:
Preferred stock, $.0001 value, 50,000, 000 shares
Authorized, none issued and outstanding --
Common stock, $.0001 par value, 300,000,000 shares authorized,
2,000,000 shares issued and outstanding 200
Additional paid-in capital 1,400
Deficit accumulated during the development stage (600)
-------
Total stockholders' equity 1,000
$ 1,000
-------
F-3
<PAGE>
ICROWN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
NOVEMBER 8
1999
(INCEPTION)
THROUGH
NOVEMBER 30
1999
-----------
Revenues $ --
General and administrative expenses 600
Net loss $ (600)
===========
Loss per share of common stock, basic and diluted $ --
-----------
Weighted average number of common shares outstanding 2,000,000
-----------
F-4
<PAGE>
ICROWN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK ADDITIONAL
----------------------------- ----------------------------- ------------
PAID-IN DEVELOPMENT
SHARES AMOUNT SHARES
AMOUNT CAPITAL STAGE TOTALS
------ ------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at November 8, 1999, $ $ $
(inception)
Issuance stock 2,000,000 200 800
Contribution to capital 600
Net loss
(600) (600)
Balance, November 30, 1999 2,000,000 200 $ 1,40
------------ ------------ ------------ ------------ ------------
</TABLE>
F-5
<PAGE>
ICROWN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
NOVEMBER 8
1999
(INCEPTION)
THROUGH
NOVEMBER 30
1999
-------
Cash flows from operating activities:
Net loss $ (600)
Adjustment to reconcile net loss to net cash provided by
Operating activities:
Non cash charge for general and administrative expenses 600
-------
Net cash used in operating activities --
-------
Cash flows from financing activities:
Proceeds from issuance of common stock 200
Proceeds from additional paid-in capital 800
-------
Net cash provided by financing activities 1,000
-------
Net increase in cash 1,000
Cash at beginning of period --
-------
Cash at end of period $ 1,000
=======
Supplemental disclosures:
Cash paid for interest during the period $ --
-------
Cash paid for income tax during the period $ --
-------
F-6
<PAGE>
ICROWN CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION -iCrown Corporation was incorporated in the State of Florida on
November 8, 1999. The Company expects its year-end to be December 31.
DEVELOPMENT STAGE ACTIVITIES - iCrown has been in the development stage since
its inception. It has conducted no business other than to organize as a
corporation. It intends to seek and acquire merger partners that have ongoing
operations.
INCOME TAXES - ICrown accounts for income taxes on an asset and liability
approach to financial accounting. Deferred income tax assets and liabilities are
computed annually for the difference between the financial statement and tax
basis of assets and liabilities that will result in taxable or deductible
amounts in the future, based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized. Income tax expense is the tax
payable or refundable for the period, plus or minus the change during the period
in deferred tax assets and liabilities. iCrown has made no provision for taxes
because there has not been any taxable profit or losses since its inception.
ESTIMATES - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
LOSS PER SHARE - Financial Accounting Standards No. 128, "Earnings per Share"
("FAS 128"), requires presentation of earnings or loss per share on basic and
diluted earnings per share. iCrown has potentially dilutive shares; however,
because iCrown has a loss, the shares are deemed anti-dilutive. Loss per share
is computed by dividing net income by the weighted average number of shares
outstanding during the period.
ORGANIZATION COSTS - In April 1998, the Accounting Standards Executive committee
released Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5"). SOP 98-5 requires that start-up costs, including
organizational costs, be expensed as incurred. iCrown accepted early adoption of
SOP 98-5 and expensed all start-up costs.
F-7
<PAGE>
2. GOING CONCERN CONTINGENCY
ICrown has minimal capital available to meet future obligations and to carry out
its planned operations. These factors raise substantial doubt about iCrown's
ability to continue as a going concern.
In order to begin any significant operations, iCrown will have to pursue other
sources of capital, such as raising equity as discussed in Note 4. The Company
has filed a Form S-4 with the Securities and Exchange Commission to register
securities upon the effective date of the filing. Thereafter the Company will
proceed to raise capital and/or acquire operating companies. In the meantime,
operating expenses are minimal and the shareholders has agreed to provide any
necessary operating capital. As of this statement date, neither negotiations nor
agreements for any business combination have begun. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
3. CAPITALIZED AND SALE OF STOCK
iCrown has authorized the issuance of preferred stock. The rights and provisions
of the preferred stock will be set by the board of directors at the time the
stock is issued.
iCrown's issued 2,000,000 shares of common stock for $1000. At the same time,
the purchaser of the stock contributed to capital $600 for organizational
expenses.
iCrown has authorized an antitakover plan. On November 30, 1999, the board of
directors declared a dividend of one purchase warrant for every outstanding
share of iCrown's common stock to be distributed on December 30, 1999 to
stockholders of record on that date, and for each share of common stock that is
issued or sold after that date and prior to the distribution date as defined
below.
Each warrant entitles the holder to purchase from iCrown one share of common
stock at a price of $.10 per share, subject to adjustment. The warrants will
expire on December 30, 2009. The warrants will separate from the common stock
and warrant certificates will be issued on the distribution date defined as the
earlier of (i) the tenth business day following the later of the date of public
announcement that a person has acquired beneficial interest of 15% or more of
the outstanding shares of common stock or (ii) the tenth business day after the
announcement of a tender offer for 15% or more of the outstanding common stock.
The warrants are structures to be exercised at a future date and contingent on
various restrictive events as more fully described in the warrant agreement. The
warrants will be evaluated in accordance with Financial Accounting Standard 123
"Accounting for Stock-Based Compensation" and Financial Accounting Standard 128
"Earning per Share" in the future.
4. SUBSEQUENT EVENTS
Subsequent to the balance sheet date, iCrown expects to file a registration
statement with the Securities and Exchange Commission to offer 2,000,000
additional shares of common stock. These shares being registered are to be used
in an exchange offer for securities of public companies.
F-8
<PAGE>
AVAILABLE INFORMATION
iCrown will be subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith will
file reports, proxy and information statements and other information with the
SEC. Such reports, proxy and information statements and other information filed
by iCrown with the SEC can be inspected and copied at the public reference
facilities of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, NW,
Washington, DC, 20549, as well as at the following SEC Regional Offices: Seven
World Trade Center, New York, NY 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, IL 60661-2511. Copies can be obtained from the SEC
by mail at prescribed rates. Requests should be directed tot he SEC's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington,
DC, 20549.
iCrown has filed the registration statement under the Securities Act
covering the securities described herein. This prospectus does not contain all
of the information set forth in the registration statement, certain parts of
which are omitted in accordance with the rules and regulations of the SEC. For
further information, reference is hereby made to the registration statement and
the exhibits thereto, which may be inspected without charge at the office of the
SEC at 450 Fifth Street, NW, Washington, DC, 20549, and copies of which may be
obtained from the SEC at prescribed rates.
The SEC maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants, such as
iCrown, that file electronically with the SEC. The address of such site is
http://www.sec.gov.
LEGAL MATTERS
The legality of the Common Stock being offered hereby will be passed
upon for iCrown by Hackney & Miller, P.A., Admiralty Office Tower Two, 4400 PGA
Boulevard, Suite 505, Palm Beach Gardens, FL 33410.
EXPERTS
No dealer, salesperson or other person has been authorized to give any
information or to make any representation other than that contained or
incorporated by reference in this prospectus in connection with the offer
contained in this prospectus, and, if given or made, such information or
representation must not be relied upon having been authorized by icrown. This
prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any jurisdiction where, or to any
person to whom, it is unlawful to make such offer or solicitation. Neither the
delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of icrown since the date hereof or that the information herein is
correct as of any time subsequent to the date hereof.
Until _____________, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
TABLE OF CONTENTS
2,000,000 SHARES
iCROWN, INC.
COMMON STOCK
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
, 2000
F-9
<PAGE>
APPENDIX A
LETTER OF TRANSMITTAL
To Exchange Shares of Common Stock of Philip Morris Companies, Inc. and
Waste Managements, Inc.
Pursuant to the Offer to Exchange Dated ________ by
iCrown Corporation
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD
TIME, ON ___________, ___________ , 2000
UNLESS THE OFFER IS EXTENDED.
The Depository For The Offer is:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Telephone: (302)651-1000
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of Shares (as defined
below) of Philip Morris Companies, Inc. and Waste Managements, Inc. (the
"Stockholders") if certificates evidencing Shares ("Certificates") are to be
forwarded herewith or, unless an Agent's Message (as defined in Instruction 2
below) is utilized, if delivery of Shares is to be made by book-entry transfer
to an account maintained by Wilmington Trust Company (the "Depository") at The
Depository Trust Company ("DTC") (a "Book-Entry Transfer Facility") pursuant to
the procedures set forth in the prospectus under Terms of the Exchange Offer,
Section 3 (as defined below).
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
- --------------------------------------------------------------------------------
<PAGE>
DESCRIPTION OF SHARES TENDERED
NAME(S) AND
ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK,
EXACTLY AS NAME(S)APPEAR
ON CERTIFICATE(S)
SHARE NUMBER OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
- ---------------------------- ---------------------------------------------
- ---------------------------- ---------------------------------------------
Total Shares Tendered:
-----------------------
- ------------------------------------
(1) Need not be completed by holders of Shares delivering Shares by Book-Entry
Transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
by Certificates delivered to the Depositary are being tendered. See Instruction
4.
- ------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY, AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER).
(N)ame of Tendering Institution:
----------------------------------------------
(C)heck Box of Book-Entry Transfer Facility:
/ / DTC
(A)ccount Number:
---------------------------------------------------------------
(T)ransaction Code Number:
----------------------------------------------------
/ / CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE
ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
(N)ame(s) of Registered Holder(s):
--------------------------------------------
(W)indow Ticket Number (if any):
----------------------------------------------
(D)ate of Execution of Notice of Guaranteed Delivery:
-------------------------
(N)ame of Institution which Guaranteed Delivery:
------------------------------
(I)f delivered by Book-Entry Transfer, check box of Applicable Book-Entry
Facility:
/ / DTC
<PAGE>
(A)ccount Number:
-------------------------------------------------------------
(T)ransaction Code Number:
----------------------------------------------------
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The undersigned hereby delivers to iCrown Corporation, a Florida
corporation ("Offeror") the above-described shares of common stock, (the
"Shares"), of _______________________________ (the "Company"), in exchange for
Offeror's common stock as defined in the Offer Exchange, upon the terms and
subject to the conditions set forth in the section "Terms of the Exchange Offer"
in the prospectus dated ____________, 2000 (the "Offer to Exchange"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which together
with any amendments or supplements thereto or hereto) constitute the "Offer").
Subject to, and effective upon, acceptance for exchange of, Shares
deposited herewith in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms or
conditions of any such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Offeror all right, title and
interest in and to all of the Shares that are being deposited hereby and any and
all other Shares or other securities issued or issuable in respect of such
Shares on or after ____________, 2000 (a "Distribution"), and irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and any
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Certificates evidencing such Shares (and any Distributions), or transfer
ownership of such Shares (and any Distributions) on the account books maintained
by a Book-Entry Transfer Facility together, in any such case, with all
accompanying evidences of transfer and authenticity to, or upon the order of,
Offeror, upon receipt by the Depositary as the undersigned's agent, of the
common stock, (ii) present such Shares (and any Distributions) for transfer on
the books of the Company and (iii) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and any Distributions), all
in accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints Donald W. Miller in his
capacity as an officer of the Offeror, and any individual who shall thereafter
succeed to such office of Offeror, and each of them, as the attorney-in-fact and
proxy of the undersigned, each with full power of substitution, to the full
extent of the undersigned's rights with respect to all Shares deposited hereby
and accepted for exchange by Offeror (and any Distributions), including, without
limitation, the right to vote such Shares (and any Distributions) in such manner
as each such attorney and proxy or his substitute shall, in his or her sole
discretion, deem proper. All such powers of attorney and proxies, being deemed
to be irrevocable, shall be considered coupled with an interest in the Shares
deposited herewith. Such appointment will be effective when, and only to the
extent that, Offeror accepts such Shares for exchange. Upon such acceptance for
exchange, all prior powers of
<PAGE>
attorney and proxies given by the undersigned with respect to such Shares (and
any Distributions) will be revoked, without further action, and no subsequent
powers of attorneys and proxies may be given with respect thereto (and, if
given, will be deemed ineffective). The designees of Offeror will, with respect
to the Shares (and any Distributions) for which such appointment is effective,
be empowered to exercise all voting and other rights of the undersigned with
respect to such Shares (and any Distributions) as they in their sole discretion
may deem proper. Offeror reserves the absolute right to require that, in order
for Shares to be deemed validly tendered, immediately upon the acceptance for
exchange of such Shares, Offeror or its designees are able to exercise full
voting rights with respect to such Shares (and any Distributions).
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Exchange, this tender is irrevocable.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
delivered hereby (and any Distributions) and that, when the same are accepted
for exchange by Offeror, Offeror will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances, and that the Shares delivered hereby (and any Distributions) will
not be subject to any adverse claim. The undersigned, upon request, will execute
and deliver any additional documents deemed by the Depositary or Offeror to be
necessary or desirable to complete the sale, assignment and transfer of Shares
delivered hereby (and any Distributions). In addition, the undersigned shall
promptly remit and transfer to the Depositary for the account of Offeror any and
all Distributions issued to the undersigned on or after ____________, 2000, in
respect of the Shares tendered hereby, accompanied by appropriate documentation
of transfer; and pending such remittance and transfer or appropriate assurance
thereof, Offeror shall be entitled to all rights and privileges as owner of any
such Distributions and may withhold the common stock or deduct from the exchange
price the value thereof, as determined by Offeror in its sole discretion.
The undersigned understands that the valid delivery of Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Exchange and in
the instructions hereto will constitute a binding agreement between the
undersigned and Offeror with respect to such Shares upon the terms and subject
to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Exchange, Offeror may not be required to accept for exchange any of
the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the Common Stock and/or return any Certificates evidencing Shares
not tendered or not accepted for exchange in the name(s) of the registered
holder(s) appearing under
<PAGE>
"Description of Shares Tendered". Similarly, unless otherwise indicated under
"Special Delivery Instructions", please mail the Common Stock and/or return any
Certificates evidencing Shares not tendered or not accepted for exchange (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Shares Tendered". In the event that
both the "Special Payment Instructions" and the "Special Delivery Instructions"
are completed, please issue the Common Stock and/or return any such Certificates
evidencing Shares not tendered or not accepted for exchange (and accompanying
documents, as appropriate) in the name(s) of, and deliver such check and/or
return such certificates (and accompanying documents, as appropriate) to, the
person(s) so indicated. Unless otherwise indicated herein under "Special Payment
Instructions", in the case of a book-entry delivery of Shares, please credit the
account maintained at the Book-Entry Transfer Facility indicated above with
respect to any Shares not accepted for payment. The undersigned recognizes that
Offeror has no obligation pursuant to the "Special Payment Instructions" to
transfer any Shares from the name of the registered holder thereof if Offeror
does not accept for exchange any of the Shares tendered hereby.
- --------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for exchange and/or the Common Stock are to be issued in the name of
someone other than the undersigned, or if Shares delivered by book-entry
transfer that are not accepted for exchange are to be returned by credit to an
account maintained at a Book-Entry Transfer Facility other than the account
indicated above.
Issue: [ ] Check [ ] Certificate(s) to:
Name: _________________________________________________________________________
(Please print or type)
Address: ______________________________________________________________________
(Include Zip Code)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
(See Substitute Form W-9)
[ ] Credit unexchanged Common Shares delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below:
Check appropriate Box:
[ ] The Depositor Trust Company
[ ] Philadelphia Depository Trust Company
- --------------------------------------------
(Account Number)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for exchange and/or the Common Stock are to be sent to someone other
than the undersigned, or to the undersigned at an address other than that above.
Mail: (check appropriate box(es))
[ ] Check to:
[ ] Certificate(s) to:
Name: _________________________________________________________________________
(Please print or type)
Address: ______________________________________________________________________
(Include Zip Code)
- --------------------------------------------------------------------------------
(Tax Identification Number)
(See Substitute Form W-9)
STOCKHOLDER: SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 BELOW
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
(SIGNATURE(S) OF STOCKHOLDER(S))
DATED: ____________________________, 2000
- --------------------------------------------------------------------------------
IMPORTANT
STOCKHOLDER SIGNATURE
(Also Complete Substitute Form W-9 Below)
-------------------------------------------------------------
-------------------------------------------------------------
(Signature(s) or Owner(s)
Name(s)
------------------------------------------------------
Name of Firm
-------------------------------------------------
Capacity (full title)
----------------------------------------
(See Instruction 5)
Address
------------------------------------------------------
-------------------------------------------------------------
(Zip Code)
<PAGE>
Area Code and Telephone Number
-------------------------------
Taxpayer Identification or Social Security Number
------------
(See Substitute Form W-9)
Dated: , 2000
--------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
trnasmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer or a corporation or other person
acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 5).
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN
SPACE BELOW.
Authorized signature(s)
--------------------------------------
Name(s)
------------------------------------------------------
-------------------------------------------------------------
Name of Firm
-------------------------------------------------
(Please Print)
-------------------------------------------------------------
(Zip Code)
Area Code and Telephone Number
-------------------------------
Dated: , 2000
--------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, signatures
on this Letter of Transmittal must be guaranteed by a member in good standing of
the Securities Transfer Agent's Medallion Program, or by any other bank, broker,
dealer, credit union,
<PAGE>
savings association or other entity that is an "eligible guarantor institution",
as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (each of the foregoing constituting an
"Eligible Institution"), unless the Shares tendered hereby are tendered (i) by
the registered holder (which term, for purposes of this document, shall include
any participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) of such Shares who has
completed neither the box entitled "Special Payment Instructions" nor the box
entitled "Special Delivery Instructions" hereby or (ii) for the account of an
Eligible Institution. See Instruction 5. If the Certificates are registered in
the name of a person other than the signer of this Letter of Transmittal, or if
the Units are to be made or delivered to, or Certificates evidencing unexchanged
Shares are to be issued or returned to, a person other than the registered
owner, then the tendered Certificates must be endorsed or accompanied by duly
executed stock powers, in either case signed exactly as the name or names of the
registered owner or owners appear on the Certificates, with the signatures on
the Certificates or stock powers guaranteed by an Eligible Institution as
provided herein. See Instruction 5.
2. Requirement of Tender. This Letter of Transmittal is to be completed by
Stockholders if Certificates evidencing Shares are to be forwarded herewith or,
unless an Agent's Message is utilized, if delivery of Shares is to be made
pursuant to the procedures for book-entry transfer set forth in Section 3 of the
Offer to Exchange. For a Stockholder to validly tender Shares pursuant to the
Offer, either (a) a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature guarantees
or an Agent's Message (in connection with book-entry transfer of shares of
Common Stock) and any other required documents, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
(as defined in Section 1 of the Offer to Exchange) and either (i) Certificates
for tendered Shares must be received by the Depositary at one of such addresses
prior to the Expiration Date or (ii) Shares must be delivered pursuant to the
procedures for book-entry transfer set forth in Section 3 of the Offer to
Exchange and a Book-Entry Confirmation must be received by the Depositary on or
prior to the Expiration Date or (b) the tendering stockholder must comply with
the guaranteed delivery procedures set forth herein and in Section 3 of the
Offer to Exchange.
Stockholders whose certificates for securities are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary prior to the expiration Date or who cannot comply with the book entry
procedures on a timely basis may tender their securities by properly completing
and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth herein and in Section 3 of the Offer to Exchange.
Pursuant to such guaranteed delivery procedures, (i) such tender must be made by
or through an Eligible Institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by Offeror,
must be received by the Depositary prior to the Expiration Date and (iii) the
certificates of all tendered securities, in proper form for transfer (or a
book-entry Confirmation with respect to all
<PAGE>
tendered securities), together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof), with any
required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message, and any other required documents must be received by the
Depositary within three trading days after the date of execution of such Notice
of Guaranteed Deliver. A "trading day" is any day on which the Nasdaq National
Market is open for business.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and form a part of a
Book-Entry Confirmation, which states tha such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the shares of Common Stock, that such participant
has received and agrees to be bound by such terms of the Letter of Transmittal
and that Offeror may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the securities tendered
hereby.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be exchanged. All tendering Stockholders, by execution of
this Letter of Transmittal (or a facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
information required under "Description of Shares Tendered" should be listed on
a separate signed schedule attached hereto.
4. Partial Tenders. If fewer than all of the Shares represented by any
Certificates delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares which are to be tendered in the box entitled
"Number of Shares Tendered." In such case, if Offeror accepts the tendered
Shares for exchange, a new Certificate for the remainder of the Shares that were
evidenced by your old certificate(s) will be sent, without expense, to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal, as soon as practicable
after the Expiration Date. All Shares represented by Certificate(s) delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
<PAGE>
5. Signatures on Letter of Transmittal, , Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the Certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Certificates.
If this Letter of Transmittal or any Certificates or instruments of
transfer are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Offeror of such person's authority to so act
must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Certificates or
separate instruments of transfer are required unless payment is to be made, or
Certificates not tendered or not exchanged are to be issued or returned, to a
person other than the registered holder(s). Signatures on such Certificates or
instruments of transfer must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by the Certificate(s) listed and
transmitted hereby, the Certificate(s) must be endorsed or accompanied by
appropriate instruments of transfer, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Certificate(s). Signatures on
such Certificate(s) or instruments of transfer must be guaranteed by an Eligible
Institution.
6. Transfer Taxes. Offeror will not pay or cause to be paid any transfer
taxes with respect to the transfer and sale of Shares to it or its order
pursuant to the Offer and such transfer taxes will be charged to the tendering
stockholder.
7. Special Payment and Delivery Instructions. If Certificates for
unexchanged Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal or such Certificates are to be returned to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. If any tendered Shares are not exchanged for any reason and
such Shares are delivered by Book-Entry Transfer Facility, such Shares will be
credited to an account maintained at the appropriate Book-Entry Transfer
Facility.
<PAGE>
8. Waiver of Conditions. The conditions of the Offer may be waived by
Offeror, in whole or in part, at any time or from time to time, in Offeror's
sole discretion subject to the conditions described in the Offer to Exchange.
9. Backup Withholding Tax. Each tendering Stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below
and to certify that the stockholder is not subject to backup withholding.
FAILURE TO PROVIDE THE INFORMATION ON THE SUBSTITUTE FORM W-9 MAY SUBJECT THE
TENDERING STOCKHOLDER TO 31% FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE
PAYMENT OF THE PURCHASE PRICE FOR THE SHARES.
The tendering Stockholder should indicate in the box in Part III of the
Substitute Form W-9 if the tendering Stockholder has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
Stockholder has indicated in the box in Part III that a TIN has been applied for
and the Depositary is not provided with a TIN by the time of payment, the
Depositary will withhold 31% of all Units, if any, made thereafter pursuant to
the Offer until a TIN is provided to the Depositary.
10. Lost or Destroyed Certificates. If any Certificate(s) representing
Shares has been lost or destroyed, the holders should promptly notify the
Company's transfer agent, Bank of New York. The holders will then be instructed
as to the procedure to be followed in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH ANY REQUIRED SIGNNATURE GUARANTEES, OR, IN THE CASE OF
ABOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SECURITIES MUST BE RECEIVED BY THE DEPOSITARY OR
SECURITIES MUST BE DLEIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER,
IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST
COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Stockholder whose tendered Shares are
accepted for exchange is required to provide the Depositary (as payor) with such
Stockholder's correct TIN on Substitute Form W-9 below. If such Stockholder is
an individual, the TIN is his or her social security number. If the tendering
Stockholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, such
<PAGE>
Stockholder should so indicate on the Substitute Form W-9. See Instruction 10.
If the Depositary is not provided with the correct TIN, the Stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such Stockholders with respect to Shares purchased
pursuant to the Offer may be subject to backup federal income tax withholding.
Certain Stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such Stockholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Forms for such statements
can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the Stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding with respect to payment of
the purchase price for Shares purchased pursuant to the Offer, a Stockholder
must provide the Depositary with his correct TIN by completing the Substitute
Form W-9 below, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such Stockholder is awaiting a TIN) and that (1) such
Stockholder has not been notified by the Internal Revenue Service that he is
subject to backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the Stockholder that
he is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are registered in more than one name or are not
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
, 2000
- ------------------------------
Signature
Date
Name (Please Print)
- ---------------------------------------------
<PAGE>
PAYOR'S NAME: WILMINGTON TRUST COMPANY
<TABLE>
<CAPTION>
- --------------------------------------- ----------------------------------------- -------------------------------------------
<S> <C> <S>
SUBSTITUTE Part 1. Please provide your TIN in the Social Security
Number OR box at right and certify by Employer Identification Number
signing and Dating below.
FORM W-9
-------------------------------
Department of Treasury
Internal Revenue Service
Payor's Request for
Taxpayer Identification
Number ("TIN") and
Certification
-------------------------------------------------------------------------------------
Part 2. Check the box if you are NOT subject to backup withholding under the
Provisions of Section 3408(a)(1)(C) of the Internal Revenue Code of 1986 because
(1) you have not been notified that you are subject to backup withholding as a
result of failure to report all interest or dividends or (2) the Internal Revenue
Service has notified you that you are no longer subject to backup withholding
-------------------------------------------------------------------------------------
Part 3 - Certification - Under the penalties of perjury, I certify that the
information Provided on this form is true, correct and complete.
- --------------------------------------- -------------------------------------------------------------------------------------
Print your name:
--------------------------
Address:
----------------------------------
------------------------------------------
Awaiting TIN
------------------------------------------
Signature:
--------------------------------
Date:
-------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
- -------------------------------------- --------------------------------------
Signature Date
- --------------------------------------------------------------------------------
<PAGE>
The Information Agent for the Offer is:
(address)
APPENDIX B
Notice of Guaranteed Delivery
For
Tender of Shares of Common Stock
Of
Philip Morris Companies, Inc.
Or
Waste Management, Inc.
To
iCrown Corporation
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) (i) if certificates
for Securities (as defined below) are not immediately available, (ii) if the
procedure for book-entry transfer cannot be completed prior to the Expiration
Date (as defined in Section 1 of the Offer to Exchange described below) or (iii)
if time will not permit all required documents to reach the Depositary prior to
the Expiration Date. Such form may be delivered by hand, transmitted by
facsimile transmission or mailed to the Depositary.
The Depositary for the Offer is:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Telephone: (302)651-1000
<PAGE>
(for eligible institutions only)
Confirm Facsimile by Telephone Only:
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON
A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to iCrown Corporation, a Florida
corporation ("Offeror") upon the terms and subject to the conditions set forth
in the section "Terms of the Exchange Offer" in iCrown prospectus dated
____________, 2000 (the "offer to Exchange") and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the
number of shares set forth below of common stock, (the "Securities"), of the
Company, pursuant to the guaranteed delivery procedures set forth in the
Exchange Offer.
Signature(s) Address(es)
------------------- ------------------------
- ------------------------------- -----------------------------------
Zip Code
Name(s) of Record Holder(s) Area Code and Tel. No.(s)
---- ----------
- ------------------------------- Taxpayer Identification or
Please Print or Type Social Security Number
-------------
Number of shares of Common Stock Check box if shares of Common Stock will
be tendered by book-entry transfer: [__]
- -------------------------------
Certificate No.(s) (If Available) Account Number
---------------
- -------------------------------
- -------------------------------
<PAGE>
Dated ________________, 2000
THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
BELOW
(Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program, the Stock Exchange Medallion Program or an "eligible guarantor
institution" as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary
either certificates representing the shares of Common Stock and shares of
Preferred Stock tendered hereby, in proper form for transfer, or, in the case of
shares of Common Stock, confirmation of book-entry transfer of such shares of
Common Stock into the Depositary's accounts at The Depositary Trust Company, in
each case with delivery of a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase), and any other required documents, within three trading days (as
defined in the Offer to Purchase) after the date hereof.
- --------------------------------- ------------------------------------
Name of Firm Authorized Signature
Name
- --------------------------------- --------------------------------
Address Please Print or Type
Title
- --------------------------------- -------------------------------
Zip Code
Date ,2000
- --------------------------------- ---------------------------
Area Code and Tel. No.
-----------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OF COMMON STOCK WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Florida Statute Section 607.0850 provides that a corporation may
indemnify directors and officers, as well as other employees and agents, along
with a director, officer, employee or agent against of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
incurred in legal proceedings connected with their service to the corporation,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, had no
reasonable cause to believe his or her conduct was unlawful.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
3.0* Articles of Incorporation
3.1* Articles of Amendment to Articles of Incorporation
3.2* Bylaws
4.0* Specimen Stock Certificate
4.1* Form of Warrant Agreement
5.0* Legal Opinion
10.0* Lease Agreement
10.1* Investment Advisory Agreement with Crown Capital
Advisors, Inc.
10.2* iCrown Corporation 1999 Equity Incentive Plan
10.3** Sublicense Agreement with Crown Capital Advisors, Inc.
23.1** Consent of Sweeny Gates & Co., independent certified
public accountants
23.2* Consent of Hackney & Miller, P.A. (included in Exhibit 5.0)
99.1** Letter of Transmittal
99.2** Notice of Guaranteed Delivery
99.3** Consent to Electronic Delivery
- -------------------------
* previously filed
** filed herewith
(b) Financial Statement Schedules
Not Applicable
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows:
(1) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus that is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
II-1
<PAGE>
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) Every prospectus that (i) is filled pursuant to paragraph (1)
immediately preceding or (ii) purports to meet the requirements of Section
10(a)(3) of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of any
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) The undersigned registrant will deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirement of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, will deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(4) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(5) The registrant will respond to requests for information that is
incorporated by reference into the prospectus pursuant to Item of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first-class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(6) The registrant will supply by means of a post-effective amendment
all information concerning a transaction, and the company being acquired
involved therein, that was not the subject of an included in the registration
statement when it became effective, except where the transaction in which the
securities being offered pursuant to the registration statement would itself
qualify for an exemption under Section 5 of the Securities Act of 1933, absent
the existence of other similar (prior or subsequent) transactions.
(7) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be
II-2
<PAGE>
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by its is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(8) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(A) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
( C) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement or any
material change to such information in the registration statement.
(9) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(10) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
II-3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant has
caused this Amendment No. 1 to this registration statement to be signed by the
undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State
of Florida, on February __, 2000.
iCrown Corporation
By: /S/DONALD W. MILLER
---------------------------
Donald W. Miller, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1
to this registration statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
/S/PETER V. DESANCTIS * Director February __, 2000
- ---------------------
Peter V. DeSanctis
/S/ ROBERT MOREYRA * Director February __, 2000
- ---------------------
Robert Moreyra
/S/ ROBERT C. HACKNEY * Secretary/Treasurer February __, 2000
- --------------------- and Director
Robert C. Hackney
- -------------------------
* By Donald W. Miller, Attorney in Fact (Signed under the authority of a Power
of Attorney previously filed with the Securities and Exchange Commission)
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
10.3** Sublicense Agreement with Crown Capital Advisors, Inc.
23.1** Consent of Sweeny Gates & Co., independent certified
public accountants
99.1** Letter of Transmittal
99.2** Notice of Guaranteed Delivery
99.3** Consent to Electronic Delivery
SUBLICENSE AGREEMENT
AGREEMENT made and entered into this_____day of_____________,
2000, by and between CROWN CAPITAL ADVISORS, INC., a Florida corporation,
(hereinafter referred to as "CROWN CAPITAL"), and iCrown Corporation, a
corporation organized and existing under the laws of the State of Florida,
(hereinafter referred to as "iCROWN").
W I T N E S S E T H:
WHEREAS, CROWN CAPITAL possesses technical information and know-how in
the form of a Master License Agreement with Hackney & Miller, P.A., for the use
of a proprietary system, known as the "Affinity Exchange System(TM)" (patent
pending); and
WHEREAS, CROWN CAPITAL also is permitted to use certain trademarks in
connection with the Affinity Exchange System(TM), such trademarks set forth in
Exhibit "A" attached hereto and made a part hereof; and
WHEREAS, CROWN CAPITAL also is permitted to use certain copyright
material in connection with the Affinity Exchange System(TM), as set forth in
Exhibit "B" attached hereto and made a part hereof; and
WHEREAS, CROWN CAPITAL desires to grant a sublicense to iCROWN, to use
the patented system, trademarks and copyright material; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is mutually agreed as follows:
1. DEFINITIONS. For the purposes of this Agreement, the following
definitions shall apply:
(a) The term "trademark" shall mean the HACKNEYMILLER
trademark(s) used in connection with the provision of services related to tender
offers, exchange offers, mini-
<PAGE>
tenders, odd-lot tenders and similar services, as set forth in Exhibit "A"
attached hereto and made a part hereof, as well as such HACKNEYMILLER trademarks
as may be subsequently adopted for the provision of similar services, as may be
added to Exhibit "A" from time to time hereafter by mutual agreement.
(b) The term "copyright material" shall mean the HACKNEYMILLER
copyright material used in connection with the provision of services in the
field of investment banking as set forth in Exhibit "B" attached hereto and made
a part hereof, as well as such HACKNEYMILLER copyright material as may be
subsequently adopted for the provision of such services, as may be added to
Exhibit "B" from time to time hereafter by mutual agreement.
2. GRANT OF RIGHT TO USE DATA.
CROWN CAPITAL hereby grants to iCROWN for the term of this
Agreement the non-exclusive right to use HACKNEYMILLER 's trademarks, copyright
material received from HACKNEYMILLER hereunder.
3. GRANT OF RIGHT TO USE TRADEMARKS AND COPYRIGHT MATERIALS.
(a) CROWN CAPITAL hereby permits iCROWN, during the term of
this Agreement, to use the trademarks and its distinctive insignia, shown in
Exhibit "A" attached hereto, and the copyright materials shown on Exhibit "B"
attached hereto, in the advertising and marketing of iCROWN business under the
terms and conditions specified hereinafter, and for the duration of the
Agreement, CROWN CAPITAL waives the right accruing to her under the trademarks
and copyrights to object to such use of the trademarks by iCROWN.
(b) The trademarks and copyright material may be used by
iCROWN only in conjunction with iCROWN business in connection with internet
related businesses.
(c) iCROWN agrees to provide quality service and will not
provide inferior or substandard service, or service which will tend to injure
the reputation and good will attached to the trademarks. iCROWN shall indemnify
and hold CROWN CAPITAL harmless against any
<PAGE>
expense or damage resulting from any default on the part of iCROWN.
4. RESTRICTIONS ON LICENSEE.
(a) Use of the trademarks and copyright material by iCROWN
shall be subject to the written approval by CROWN CAPITAL prior to use, unless
used in the same manner as is in existence at the time of the Closing between
iCROWN and CROWN CAPITAL.
(b) Labels or brochures used by iCROWN bearing the trademarks
or copyright material shall conform to the requirements of the law of any
jurisdiction in which the trademark or copyright material may be used. iCROWN
shall not make any change in the trademark or copyright material without prior
written approval by CROWN CAPITAL.
(c) CROWN CAPITAL shall have the right, during reasonable
business hours and upon five (5) days prior notice, to enter upon the premises
in order to conduct reasonable inspections of the iCROWN businesses to ascertain
that the terms of this Agreement and Licensor's standards and policies are being
complied with.
(d) iCROWN shall refrain from any act or acts which may
prejudice the validity of the title of CROWN CAPITAL to any of the trademarks
and copyright material.
(e) iCROWN will at all times recognize the validity of the
trademarks and copyrights and the ownership thereof by HACKNEYMILLER and CROWN
CAPITAL, and the exclusive right and jurisdiction of CROWN CAPITAL to control
the use of the trademarks and copyright material and to take all appropriate
measures for their protection, and will not at any time put in issue the
validity of the trademarks and copyright material and will faithfully observe
and execute all the requirements, procedures and directions of CROWN CAPITAL
touching the use and the safeguarding of the trademarks and copyright material.
iCROWN further undertakes that in the event of any infringement of the rights of
CROWN CAPITAL to any of the trademarks and copyright material by persons or
entities other than iCROWN, its agents or employees, coming to the notice of
iCROWN during the term of this Agreement, iCROWN shall promptly notify CROWN
CAPITAL in writing and shall jointly with CROWN CAPITAL, if required by
<PAGE>
CROWN CAPITAL and at the expense of CROWN CAPITAL, take such steps as CROWN
CAPITAL may deem advisable against the infringement or otherwise for the
protection of his rights.
(f) Upon termination or cancellation of this Agreement, iCROWN
will not use at any time for any purpose any trademark, trade name, symbol or
other like product bearing any resemblance to the trademarks or copyright
material.
5. PROMOTIONAL ACTIVITIES. iCROWN will use all reasonable and
proper effort and means to further and preserve the good will and reputation of
the trademarks and copyright material.
6. TERM. The term of this Agreement shall extend for a period of
five (5) years from the execution hereof. This Agreement shall be renewable for
a term of an additional five (5) years in accordance with paragraph 7 below.
7. COMPENSATION. As consideration and compensation for this
License Agreement, iCROWN has executed an Investment Advisors Agreement with
CROWN CAPITAL.
8. CANCELLATION.
(a) If iCROWN is in default of this Agreement, then CROWN
CAPITAL has the right to cancel the same on ninety (90) days' written notice to
iCROWN; provided, however, that if ICROWN shall cure the breach or default
within such thirty (30) day period, the Agreement shall continue in full force
and effect.
(b) CROWN CAPITAL shall have the right to cancel this
Agreement at any time in the event of the appointment of a receiver or trustee
in bankruptcy for iCROWN, or in the event ICROWN shall take advantage of any
insolvency or similar laws.
(c) iCROWN shall have the right to cancel this Agreement upon
sixty (60) days notice to CROWN CAPITAL, in the event that iCROWN refrains from
using the trademark
<PAGE>
and copyright material.
9. CONSTRUCTION. This Agreement shall be construed in accordance
with the laws of the State of Florida, United States of America.
10. ASSIGNMENT. This Agreement may not be assigned without the
prior written consent of CROWN CAPITAL.
11. NOTICES. Any notice required or permitted to be given under
this Agreement by either of the parties hereto shall be deemed to have been
sufficiently given for all the purposes hereof if mailed by registered mail,
postage prepaid, addressed to the party to be notified at its address shown at
the beginning of this Agreement or at such other address as may be furnished to
the notifying party in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
WITNESSES: CROWN CAPITAL ADVISORS, INC.
- -------------------------------- --------------------------------------
- --------------------------------
iCROWN CORPORATION,
By:
- -------------------------------- --------------------------------------
Donald W. Miller, President
- --------------------------------
EXHIBIT 23.1
Board of Directors
iCown Corporation
4400 PGA Boulevard, Suite 505
Palm Beach Gardens, Florida 33410
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use of our audit report dated December 1, 1999
(and all references to our firm) included in iCrown Corporation's Form S-4 for
the period ended November 30, 1999, which is incorporated by reference in Form
S-4's report for the period ended November 30, 1999.
Sweeney, Gates & Co.
West Palm Beach, Florida
February 8, 2000
EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Exchange Shares of Common Stock of Philip Morris Companies, Inc. and
Waste Managements, Inc.
Pursuant to the Offer to Exchange Dated ________ by
iCrown Corporation
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD
TIME, ON ___________, ___________ , 2000
UNLESS THE OFFER IS EXTENDED.
The Depository For The Offer is:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Telephone: (302)651-1000
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of Shares (as defined
below) of Philip Morris Companies, Inc. and Waste Managements, Inc. (the
"Stockholders") if certificates evidencing Shares ("Certificates") are to be
forwarded herewith or, unless an Agent's Message (as defined in Instruction 2
below) is utilized, if delivery of Shares is to be made by book-entry transfer
to an account maintained by Wilmington Trust Company (the "Depository") at The
Depository Trust Company ("DTC") (a "Book-Entry Transfer Facility") pursuant to
the procedures set forth in the prospectus under Terms of the Exchange Offer,
Section 3 (as defined below).
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
- --------------------------------------------------------------------------------
<PAGE>
DESCRIPTION OF SHARES TENDERED
NAME(S) AND
ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK,
EXACTLY AS NAME(S)APPEAR
ON CERTIFICATE(S)
SHARE NUMBER OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
- ---------------------------- ---------------------------------------------
- ---------------------------- ---------------------------------------------
Total Shares Tendered:
-----------------------
- ------------------------------------
(1) Need not be completed by holders of Shares delivering Shares by Book-Entry
Transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
by Certificates delivered to the Depositary are being tendered. See Instruction
4.
- ------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY, AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER).
(N)ame of Tendering Institution:
----------------------------------------------
(C)heck Box of Book-Entry Transfer Facility:
/ / DTC
(A)ccount Number:
---------------------------------------------------------------
(T)ransaction Code Number:
----------------------------------------------------
/ / CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE
ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
(N)ame(s) of Registered Holder(s):
--------------------------------------------
(W)indow Ticket Number (if any):
----------------------------------------------
(D)ate of Execution of Notice of Guaranteed Delivery:
-------------------------
(N)ame of Institution which Guaranteed Delivery:
------------------------------
(I)f delivered by Book-Entry Transfer, check box of Applicable Book-Entry
Facility:
/ / DTC
<PAGE>
(A)ccount Number:
-------------------------------------------------------------
(T)ransaction Code Number:
----------------------------------------------------
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The undersigned hereby delivers to iCrown Corporation, a Florida
corporation ("Offeror") the above-described shares of common stock, (the
"Shares"), of _______________________________ (the "Company"), in exchange for
Offeror's common stock as defined in the Offer Exchange, upon the terms and
subject to the conditions set forth in the section "Terms of the Exchange Offer"
in the prospectus dated ____________, 2000 (the "Offer to Exchange"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which together
with any amendments or supplements thereto or hereto) constitute the "Offer").
Subject to, and effective upon, acceptance for exchange of, Shares
deposited herewith in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms or
conditions of any such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Offeror all right, title and
interest in and to all of the Shares that are being deposited hereby and any and
all other Shares or other securities issued or issuable in respect of such
Shares on or after ____________, 2000 (a "Distribution"), and irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and any
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Certificates evidencing such Shares (and any Distributions), or transfer
ownership of such Shares (and any Distributions) on the account books maintained
by a Book-Entry Transfer Facility together, in any such case, with all
accompanying evidences of transfer and authenticity to, or upon the order of,
Offeror, upon receipt by the Depositary as the undersigned's agent, of the
common stock, (ii) present such Shares (and any Distributions) for transfer on
the books of the Company and (iii) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and any Distributions), all
in accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints Donald W. Miller in his
capacity as an officer of the Offeror, and any individual who shall thereafter
succeed to such office of Offeror, and each of them, as the attorney-in-fact and
proxy of the undersigned, each with full power of substitution, to the full
extent of the undersigned's rights with respect to all Shares deposited hereby
and accepted for exchange by Offeror (and any Distributions), including, without
limitation, the right to vote such Shares (and any Distributions) in such manner
as each such attorney and proxy or his substitute shall, in his or her sole
discretion, deem proper. All such powers of attorney and proxies, being deemed
to be irrevocable, shall be considered coupled with an interest in the Shares
deposited herewith. Such appointment will be effective when, and only to the
extent that, Offeror accepts such Shares for exchange. Upon such acceptance for
exchange, all prior powers of
<PAGE>
attorney and proxies given by the undersigned with respect to such Shares (and
any Distributions) will be revoked, without further action, and no subsequent
powers of attorneys and proxies may be given with respect thereto (and, if
given, will be deemed ineffective). The designees of Offeror will, with respect
to the Shares (and any Distributions) for which such appointment is effective,
be empowered to exercise all voting and other rights of the undersigned with
respect to such Shares (and any Distributions) as they in their sole discretion
may deem proper. Offeror reserves the absolute right to require that, in order
for Shares to be deemed validly tendered, immediately upon the acceptance for
exchange of such Shares, Offeror or its designees are able to exercise full
voting rights with respect to such Shares (and any Distributions).
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Exchange, this tender is irrevocable.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
delivered hereby (and any Distributions) and that, when the same are accepted
for exchange by Offeror, Offeror will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances, and that the Shares delivered hereby (and any Distributions) will
not be subject to any adverse claim. The undersigned, upon request, will execute
and deliver any additional documents deemed by the Depositary or Offeror to be
necessary or desirable to complete the sale, assignment and transfer of Shares
delivered hereby (and any Distributions). In addition, the undersigned shall
promptly remit and transfer to the Depositary for the account of Offeror any and
all Distributions issued to the undersigned on or after ____________, 2000, in
respect of the Shares tendered hereby, accompanied by appropriate documentation
of transfer; and pending such remittance and transfer or appropriate assurance
thereof, Offeror shall be entitled to all rights and privileges as owner of any
such Distributions and may withhold the common stock or deduct from the exchange
price the value thereof, as determined by Offeror in its sole discretion.
The undersigned understands that the valid delivery of Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Exchange and in
the instructions hereto will constitute a binding agreement between the
undersigned and Offeror with respect to such Shares upon the terms and subject
to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Exchange, Offeror may not be required to accept for exchange any of
the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the Common Stock and/or return any Certificates evidencing Shares
not tendered or not accepted for exchange in the name(s) of the registered
holder(s) appearing under
<PAGE>
"Description of Shares Tendered". Similarly, unless otherwise indicated under
"Special Delivery Instructions", please mail the Common Stock and/or return any
Certificates evidencing Shares not tendered or not accepted for exchange (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Shares Tendered". In the event that
both the "Special Payment Instructions" and the "Special Delivery Instructions"
are completed, please issue the Common Stock and/or return any such Certificates
evidencing Shares not tendered or not accepted for exchange (and accompanying
documents, as appropriate) in the name(s) of, and deliver such check and/or
return such certificates (and accompanying documents, as appropriate) to, the
person(s) so indicated. Unless otherwise indicated herein under "Special Payment
Instructions", in the case of a book-entry delivery of Shares, please credit the
account maintained at the Book-Entry Transfer Facility indicated above with
respect to any Shares not accepted for payment. The undersigned recognizes that
Offeror has no obligation pursuant to the "Special Payment Instructions" to
transfer any Shares from the name of the registered holder thereof if Offeror
does not accept for exchange any of the Shares tendered hereby.
- --------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for exchange and/or the Common Stock are to be issued in the name of
someone other than the undersigned, or if Shares delivered by book-entry
transfer that are not accepted for exchange are to be returned by credit to an
account maintained at a Book-Entry Transfer Facility other than the account
indicated above.
Issue: [ ] Check [ ] Certificate(s) to:
Name: _________________________________________________________________________
(Please print or type)
Address: ______________________________________________________________________
(Include Zip Code)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
(See Substitute Form W-9)
[ ] Credit unexchanged Common Shares delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below:
Check appropriate Box:
[ ] The Depositor Trust Company
[ ] Philadelphia Depository Trust Company
- --------------------------------------------
(Account Number)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for exchange and/or the Common Stock are to be sent to someone other
than the undersigned, or to the undersigned at an address other than that above.
Mail: (check appropriate box(es))
[ ] Check to:
[ ] Certificate(s) to:
Name: _________________________________________________________________________
(Please print or type)
Address: ______________________________________________________________________
(Include Zip Code)
- --------------------------------------------------------------------------------
(Tax Identification Number)
(See Substitute Form W-9)
STOCKHOLDER: SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 BELOW
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
(SIGNATURE(S) OF STOCKHOLDER(S))
DATED: ____________________________, 2000
- --------------------------------------------------------------------------------
IMPORTANT
STOCKHOLDER SIGNATURE
(Also Complete Substitute Form W-9 Below)
-------------------------------------------------------------
-------------------------------------------------------------
(Signature(s) or Owner(s)
Name(s)
------------------------------------------------------
Name of Firm
-------------------------------------------------
Capacity (full title)
----------------------------------------
(See Instruction 5)
Address
------------------------------------------------------
-------------------------------------------------------------
(Zip Code)
<PAGE>
Area Code and Telephone Number
-------------------------------
Taxpayer Identification or Social Security Number
------------
(See Substitute Form W-9)
Dated: , 2000
--------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
trnasmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer or a corporation or other person
acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 5).
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN
SPACE BELOW.
Authorized signature(s)
--------------------------------------
Name(s)
------------------------------------------------------
-------------------------------------------------------------
Name of Firm
-------------------------------------------------
(Please Print)
-------------------------------------------------------------
(Zip Code)
Area Code and Telephone Number
-------------------------------
Dated: , 2000
--------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, signatures
on this Letter of Transmittal must be guaranteed by a member in good standing of
the Securities Transfer Agent's Medallion Program, or by any other bank, broker,
dealer, credit union,
<PAGE>
savings association or other entity that is an "eligible guarantor institution",
as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (each of the foregoing constituting an
"Eligible Institution"), unless the Shares tendered hereby are tendered (i) by
the registered holder (which term, for purposes of this document, shall include
any participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) of such Shares who has
completed neither the box entitled "Special Payment Instructions" nor the box
entitled "Special Delivery Instructions" hereby or (ii) for the account of an
Eligible Institution. See Instruction 5. If the Certificates are registered in
the name of a person other than the signer of this Letter of Transmittal, or if
the Units are to be made or delivered to, or Certificates evidencing unexchanged
Shares are to be issued or returned to, a person other than the registered
owner, then the tendered Certificates must be endorsed or accompanied by duly
executed stock powers, in either case signed exactly as the name or names of the
registered owner or owners appear on the Certificates, with the signatures on
the Certificates or stock powers guaranteed by an Eligible Institution as
provided herein. See Instruction 5.
2. Requirement of Tender. This Letter of Transmittal is to be completed by
Stockholders if Certificates evidencing Shares are to be forwarded herewith or,
unless an Agent's Message is utilized, if delivery of Shares is to be made
pursuant to the procedures for book-entry transfer set forth in Section 3 of the
Offer to Exchange. For a Stockholder to validly tender Shares pursuant to the
Offer, either (a) a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature guarantees
or an Agent's Message (in connection with book-entry transfer of shares of
Common Stock) and any other required documents, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
(as defined in Section 1 of the Offer to Exchange) and either (i) Certificates
for tendered Shares must be received by the Depositary at one of such addresses
prior to the Expiration Date or (ii) Shares must be delivered pursuant to the
procedures for book-entry transfer set forth in Section 3 of the Offer to
Exchange and a Book-Entry Confirmation must be received by the Depositary on or
prior to the Expiration Date or (b) the tendering stockholder must comply with
the guaranteed delivery procedures set forth herein and in Section 3 of the
Offer to Exchange.
Stockholders whose certificates for securities are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary prior to the expiration Date or who cannot comply with the book entry
procedures on a timely basis may tender their securities by properly completing
and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth herein and in Section 3 of the Offer to Exchange.
Pursuant to such guaranteed delivery procedures, (i) such tender must be made by
or through an Eligible Institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by Offeror,
must be received by the Depositary prior to the Expiration Date and (iii) the
certificates of all tendered securities, in proper form for transfer (or a
book-entry Confirmation with respect to all
<PAGE>
tendered securities), together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof), with any
required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message, and any other required documents must be received by the
Depositary within three trading days after the date of execution of such Notice
of Guaranteed Deliver. A "trading day" is any day on which the Nasdaq National
Market is open for business.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and form a part of a
Book-Entry Confirmation, which states tha such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the shares of Common Stock, that such participant
has received and agrees to be bound by such terms of the Letter of Transmittal
and that Offeror may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the securities tendered
hereby.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be exchanged. All tendering Stockholders, by execution of
this Letter of Transmittal (or a facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
information required under "Description of Shares Tendered" should be listed on
a separate signed schedule attached hereto.
4. Partial Tenders. If fewer than all of the Shares represented by any
Certificates delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares which are to be tendered in the box entitled
"Number of Shares Tendered." In such case, if Offeror accepts the tendered
Shares for exchange, a new Certificate for the remainder of the Shares that were
evidenced by your old certificate(s) will be sent, without expense, to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal, as soon as practicable
after the Expiration Date. All Shares represented by Certificate(s) delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
<PAGE>
5. Signatures on Letter of Transmittal, , Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the Certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Certificates.
If this Letter of Transmittal or any Certificates or instruments of
transfer are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Offeror of such person's authority to so act
must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Certificates or
separate instruments of transfer are required unless payment is to be made, or
Certificates not tendered or not exchanged are to be issued or returned, to a
person other than the registered holder(s). Signatures on such Certificates or
instruments of transfer must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by the Certificate(s) listed and
transmitted hereby, the Certificate(s) must be endorsed or accompanied by
appropriate instruments of transfer, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Certificate(s). Signatures on
such Certificate(s) or instruments of transfer must be guaranteed by an Eligible
Institution.
6. Transfer Taxes. Offeror will not pay or cause to be paid any transfer
taxes with respect to the transfer and sale of Shares to it or its order
pursuant to the Offer and such transfer taxes will be charged to the tendering
stockholder.
7. Special Payment and Delivery Instructions. If Certificates for
unexchanged Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal or such Certificates are to be returned to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. If any tendered Shares are not exchanged for any reason and
such Shares are delivered by Book-Entry Transfer Facility, such Shares will be
credited to an account maintained at the appropriate Book-Entry Transfer
Facility.
<PAGE>
8. Waiver of Conditions. The conditions of the Offer may be waived by
Offeror, in whole or in part, at any time or from time to time, in Offeror's
sole discretion subject to the conditions described in the Offer to Exchange.
9. Backup Withholding Tax. Each tendering Stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below
and to certify that the stockholder is not subject to backup withholding.
FAILURE TO PROVIDE THE INFORMATION ON THE SUBSTITUTE FORM W-9 MAY SUBJECT THE
TENDERING STOCKHOLDER TO 31% FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE
PAYMENT OF THE PURCHASE PRICE FOR THE SHARES.
The tendering Stockholder should indicate in the box in Part III of the
Substitute Form W-9 if the tendering Stockholder has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
Stockholder has indicated in the box in Part III that a TIN has been applied for
and the Depositary is not provided with a TIN by the time of payment, the
Depositary will withhold 31% of all Units, if any, made thereafter pursuant to
the Offer until a TIN is provided to the Depositary.
10. Lost or Destroyed Certificates. If any Certificate(s) representing
Shares has been lost or destroyed, the holders should promptly notify the
Company's transfer agent, Bank of New York. The holders will then be instructed
as to the procedure to be followed in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH ANY REQUIRED SIGNNATURE GUARANTEES, OR, IN THE CASE OF
ABOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SECURITIES MUST BE RECEIVED BY THE DEPOSITARY OR
SECURITIES MUST BE DLEIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER,
IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST
COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Stockholder whose tendered Shares are
accepted for exchange is required to provide the Depositary (as payor) with such
Stockholder's correct TIN on Substitute Form W-9 below. If such Stockholder is
an individual, the TIN is his or her social security number. If the tendering
Stockholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, such
<PAGE>
Stockholder should so indicate on the Substitute Form W-9. See Instruction 10.
If the Depositary is not provided with the correct TIN, the Stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such Stockholders with respect to Shares purchased
pursuant to the Offer may be subject to backup federal income tax withholding.
Certain Stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such Stockholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Forms for such statements
can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the Stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding with respect to payment of
the purchase price for Shares purchased pursuant to the Offer, a Stockholder
must provide the Depositary with his correct TIN by completing the Substitute
Form W-9 below, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such Stockholder is awaiting a TIN) and that (1) such
Stockholder has not been notified by the Internal Revenue Service that he is
subject to backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the Stockholder that
he is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are registered in more than one name or are not
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
, 2000
- ------------------------------
Signature
Date
Name (Please Print)
- ---------------------------------------------
<PAGE>
PAYOR'S NAME: WILMINGTON TRUST COMPANY
<TABLE>
<CAPTION>
- --------------------------------------- ----------------------------------------- -------------------------------------------
<S> <C> <S>
SUBSTITUTE Part 1. Please provide your TIN in the Social Security
Number OR box at right and certify by Employer Identification Number
signing and Dating below.
FORM W-9
-------------------------------
Department of Treasury
Internal Revenue Service
Payor's Request for
Taxpayer Identification
Number ("TIN") and
Certification
-------------------------------------------------------------------------------------
Part 2. Check the box if you are NOT subject to backup withholding under the
Provisions of Section 3408(a)(1)(C) of the Internal Revenue Code of 1986 because
(1) you have not been notified that you are subject to backup withholding as a
result of failure to report all interest or dividends or (2) the Internal Revenue
Service has notified you that you are no longer subject to backup withholding
-------------------------------------------------------------------------------------
Part 3 - Certification - Under the penalties of perjury, I certify that the
information Provided on this form is true, correct and complete.
- --------------------------------------- -------------------------------------------------------------------------------------
Print your name:
--------------------------
Address:
----------------------------------
------------------------------------------
Awaiting TIN
------------------------------------------
Signature:
--------------------------------
Date:
-------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
- -------------------------------------- --------------------------------------
Signature Date
- --------------------------------------------------------------------------------
EXHIBIT 99.2
The Information Agent for the Offer is:
(address)
Notice of Guaranteed Delivery
For
Tender of Shares of Common Stock
Of
Philip Morris Companies, Inc.
Or
Waste Management, Inc.
To
iCrown Corporation
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) (i) if certificates
for Securities (as defined below) are not immediately available, (ii) if the
procedure for book-entry transfer cannot be completed prior to the Expiration
Date (as defined in Section 1 of the Offer to Exchange described below) or (iii)
if time will not permit all required documents to reach the Depositary prior to
the Expiration Date. Such form may be delivered by hand, transmitted by
facsimile transmission or mailed to the Depositary.
The Depositary for the Offer is:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Telephone: (302)651-1000
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(for eligible institutions only)
Confirm Facsimile by Telephone Only:
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON
A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to iCrown Corporation, a Florida
corporation ("Offeror") upon the terms and subject to the conditions set forth
in the section "Terms of the Exchange Offer" in iCrown prospectus dated
____________, 2000 (the "offer to Exchange") and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the
number of shares set forth below of common stock, (the "Securities"), of the
Company, pursuant to the guaranteed delivery procedures set forth in the
Exchange Offer.
Signature(s) Address(es)
------------------- ------------------------
- ------------------------------- -----------------------------------
Zip Code
Name(s) of Record Holder(s) Area Code and Tel. No.(s)
---- ----------
- ------------------------------- Taxpayer Identification or
Please Print or Type Social Security Number
-------------
Number of shares of Common Stock Check box if shares of Common Stock will
be tendered by book-entry transfer: [__]
- -------------------------------
Certificate No.(s) (If Available) Account Number
---------------
- -------------------------------
- -------------------------------
<PAGE>
Dated ________________, 2000
THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
BELOW
(Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program, the Stock Exchange Medallion Program or an "eligible guarantor
institution" as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary
either certificates representing the shares of Common Stock and shares of
Preferred Stock tendered hereby, in proper form for transfer, or, in the case of
shares of Common Stock, confirmation of book-entry transfer of such shares of
Common Stock into the Depositary's accounts at The Depositary Trust Company, in
each case with delivery of a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase), and any other required documents, within three trading days (as
defined in the Offer to Purchase) after the date hereof.
- --------------------------------- ------------------------------------
Name of Firm Authorized Signature
Name
- --------------------------------- --------------------------------
Address Please Print or Type
Title
- --------------------------------- -------------------------------
Zip Code
Date ,2000
- --------------------------------- ---------------------------
Area Code and Tel. No.
-----------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OF COMMON STOCK WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
EXHIBIT 99.3
CONSENT TO ELECTRONIC DELIVERY OF SHAREHOLDER COMMUNICATIONS
You must consent to electronic delivery of shareholder documents via posting on
this iCrown web site with notice to your internet e-mail address in order to
participate in the exchange offer with iCrown. Shareholder documents will be
provided only by accessing iCrown's web site. It is your sole responsibility to
visit the Company's web site on a regular basis to get time-sensitive
information. iCrown, Crown Capital Advisors and all their affiliates are not
liable for undelivered electronic communications.
You will be required to consent to this method of information delivery before
any shares of iCrown may be acquired, and if you liquidate your holdings and
subsequently reinvest in the Company. You may inform us of your decision to
revoke consent by sending notice of your decision to consent via first class
U.S. mail to: iCrown Corporation, 4400 PGA Boulevard, Suite 505, Palm Beach
Gardens, FL 33410. Upon receipt of your letter, we will send notice to you that
we have received your revocation.
You will be able to print and download shareholder documents, which you may wish
to do in case the web site may become temporarily unavailable to you for any
reason. This process for delivery of Company documents is not infallible and you
will be notified of alternative methods of delivery including the use of your
intenet e-mail address.
The consent to receive shareholder documents electronically applies to all
Company documents, including but not limited to, prospectuses, semi-annual and
annual shareholder reports, transaction confirmations, periodic statements and
proxy solicitations. We reserve the right, however, to send you paper documents.
You may not limit the breadth your consent to electronic delivery to exclude
certain documents. You may incur costs for on-line access and time in accessing
shareholder documents.
Information transmitted over the internet, which may include personal
information sent by you or to you, may not be entirely secure, and iCrown, Crown
Capital and all of their affiliates are not liable for misused information.
You hereby consent to the conditions outlined above concerning delivery of
documents. In addition, you represent that you have and will maintain internet
access.
I hereby consent to receive delivery of future preliminary prospectuses and the
final prospectus relating to the iCrown exchange offer, in addition to any proxy
statements, annual reports, quarterly reports and other filings under the
Securities and Exchange Act of 1934, as amended, which you are required to
deliver to me, by
<PAGE>
viewing or downloading such documents on or from your World Wide Web site. I
understand that you will transmit an email message to me notifying me when you
have posted any such document on your website, together with a hyperlink
directly to documents or such filing. I acknowledge that I may incur costs from
third parties in accessing such filings, such as online time.
o I consent.
o I do not consent.
For Prospectus Review:
Investors must represent that they have reviewed the most current version of
iCrown's prospectus before the Company will permit an exchange of shares.
Prospectus & Reports
Please confirm that you have read the Company's prospectus:
o I have reviewed the most current version of the prospectus.
o I have not reviewed the most current version of the prospectus.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be exchanged nor may offers to exchange be accepted prior to
the time the registration statement becomes effective. This communication shall
not constitute an offer to sell, solicitation of an offer to buy nor shall there
be any sale or exchange of these securities in any State in which such offer,
solicitation, exchange or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
No offer to exchange the securities can be accepted until the registration
statement has become effective, and any such offer may be withdrawn or revoked,
without obligation or commitment of any kind, at any time prior to notice of its
acceptance given after the effective date. An indication of interest in response
to this advertisement will involve no obligation or commitment of any kind.
