<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Environmental Remediation Holding Corporation
(Name of Issuer)
Common stock, par value $.0001 per share
(Title of Class of Securities)
29406V100
(CUSIP Number)
ERHC Investment Group LLC
c/o Corporate Builders
777 South Flagler Drive, Suite 909
West Palm Beach, Florida 33401
Attention: Managing Member
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 14, 1999
(Date of Event which Requires Filing of this Statement)
<PAGE> 2
CUSIP No. 29406V100 SCHEDULE 13D Page 2 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
ERHC Investment Group LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware, United States of America
7 Sole Voting Power 62,724,519
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power
9 Sole Dispositive Power 62,724,519
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned By Each Reporting Person
62,724,519
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
50.9%
14 Type of Reporting Person (See Instructions)
OO
<PAGE> 3
CUSIP No. 29406V100 SCHEDULE 13D Page 3 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
ERHC Investment Group II LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware, United States of America
7 Sole Voting Power 8,378,204
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power
9 Sole Dispositive Power 8,378,204
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned By Each Reporting Person
8,378,204
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
6.8%
14 Type of Reporting Person (See Instructions)
OO
<PAGE> 4
CUSIP No. 29406V100 SCHEDULE 13D Page 4 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
ERHC Investment Group A LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware, United States of America
7 Sole Voting Power 8,378,204
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power
9 Sole Dispositive Power 8,378,204
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned By Each Reporting Person
8,378,204
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
6.8%
14 Type of Reporting Person (See Instructions)
OO
<PAGE> 5
CUSIP No. 29406V100 SCHEDULE 13D Page 5 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Samoa LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware, United States of America
7 Sole Voting Power
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,102,722
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
57.7%
14 Type of Reporting Person (See Instructions)
OO
<PAGE> 6
CUSIP No. 29406V100 SCHEDULE 13D Page 6 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Ernest D. Chu
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power 547,500
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power 547,500
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,650,222
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
58.1%
14 Type of Reporting Person (See Instructions)
IN
<PAGE> 7
CUSIP No. 29406V100 SCHEDULE 13D Page 7 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Rene Eichenberger
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Switzerland
7 Sole Voting Power 137,500
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power 137,500
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,240,222
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
57.8%
14 Type of Reporting Person (See Instructions)
IN
<PAGE> 8
CUSIP No. 29406V100 SCHEDULE 13D Page 8 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Daniel Levin
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Switzerland; Israel
7 Sole Voting Power
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,102,722
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
57.7%
14 Type of Reporting Person (See Instructions)
IN
<PAGE> 9
CUSIP No. 29406V100 SCHEDULE 13D Page 9 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Gregg Srinivasan
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,102,722
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
57.7%
14 Type of Reporting Person (See Instructions)
IN
<PAGE> 10
CUSIP No. 29406V100 SCHEDULE 13D Page 10 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Howard D. Talks
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power 1,427,500
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power 1,427,500
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
72,530,222
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
58.8%
14 Type of Reporting Person (See Instructions)
IN
<PAGE> 11
CUSIP No. 29406V100 SCHEDULE 13D Page 11 of 18 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Noreen G. Wilson
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power 11,019,505
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power 11,019,505
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
82,122,227
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
66.6%
14 Type of Reporting Person (See Instructions)
IN
<PAGE> 12
CUSIP No. 29406V100 SCHEDULE 13D Page 12 of 18 pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.0001 per share
(the "Common Stock"), of Environmental Remediation Holding Corporation, a
corporation organized under the laws of the State of Colorado ("Issuer"), whose
principal executive offices are located at 3-5 Audrey Avenue, Oyster Bay,
New York 11753.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of: ERHC Investment Group LLC, a
limited liability company organized under the laws of the State of Delaware
("Investment Group I"); ERHC Investment Group II LLC, a limited liability
company organized under the laws of the State of Delaware ("Investment Group
II"); ERHC Investment Group A LLC, a limited liability company organized under
the laws of the State of Delaware ("Investment Group A"); Samoa LLC, a limited
liability company organized under the laws of the State of Delaware ("Samoa");
Ernest D. Chu, an individual citizen of the United States of America; Rene
Eichenberger, an individual citizen of Switzerland; Daniel Levin, an individual
citizen of Switzerland and Israel; Gregg Srinivasan, an individual citizen of
the United States of America; Howard D. Talks, an individual citizen of the
United States of America; and Noreen G. Wilson, an individual citizen of the
United States of America (Investment Group I, Investment Group II, Investment
Group A, Samoa, Messrs. Chu, Eichenberger, Levin, Srinivasan, and Talks, and Ms.
Wilson are collectively referred to herein as "Reporting Persons").
All of the membership interests in each of Investment Group I and
Investment Group II are held by Samoa, Messrs. Chu, Eichenberger, and Talks, and
Ms. Wilson. All of the voting membership interests in Investment Group A are
held by Investment Group II. All of the membership interests in Samoa are held
by Messrs. Levin and Srinivasan.
Mr. Talks is the sole managing member of each of Investment Group I and
Investment Group II. Investment Group II is the sole managing member of
Investment Group A. Messrs. Levin and Srinivasan are the sole managing members
of Samoa. None of Investment Group I, Investment Group II, Investment Group A,
or Samoa have any other managers, directors, or executive officers.
The sole purpose and business of each of Investment Group I, Investment
Group II, and Investment Group A are acquiring, owning, holding, offering for
sale, selling, assigning, pledging, financing, refinancing, and otherwise
dealing with shares of Common Stock, and the principal business and principal
executive offices of each such person are located at c/o Corporate Builders, 777
South Flagler Drive, Suite 909, West Palm Beach, Florida 33401. The sole purpose
and business of Samoa are acquiring, owning, holding, offering for sale,
selling, assigning, pledging, financing, refinancing, and otherwise dealing with
the shares of or other equity interests in, among other companies, Investment
Group I and Investment Group II, and the principal business and principal
executive offices of such person are located at c/o Levin & Srinivasan LLP, 1776
Broadway, New York, New York 10019. Mr. Chu's present principal occupation is as
a financial consultant, and his principal business address is c/o Corporate
Builders, 777 South Flagler Drive, Suite 909, West Palm Beach, Florida 33401.
Mr.
<PAGE> 13
CUSIP No. 29406V100 SCHEDULE 13D Page 13 of 18 pages
Eichenberger's present principal occupation is as a financial consultant, and
his principal business address is c/o Corporate Builders, 777 South Flagler
Drive, Suite 909, West Palm Beach, Florida 33401. Mr. Levin's present principal
occupation is as an attorney, and his principal business address is c/o Levin &
Srinivasan LLP, 1776 Broadway, New York, New York 10019. Mr. Srinivasan's
present principal occupation is as an attorney, and his principal business
address is c/o Levin & Srinivasan LLP, 1776 Broadway, New York, New York 10019.
Mr. Talks's present principal occupation is as an investor, and his principal
business address is c/o Corporate Builders, 777 South Flagler Drive, Suite 909,
West Palm Beach, Florida 33401. Ms. Wilson's present principal occupation is as
an investor and consultant, and her principal business address is 4718 Lillian
Avenue, Palm Beach Gardens, Florida 33418.
During the last five years, none of the Reporting Persons has been: (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the letter of intent, dated as of April 8, 1999 (the
"Letter of Intent"), between Issuer and ERHC Investment Group, Inc., a
corporation organized under the laws of the State of Florida ("Investment Group
Inc."), Issuer and Investment Group Inc. agreed to negotiate in good faith with
a view to entering into a definitive securities purchase agreement (the
"Securities Purchase Agreement") pursuant to which Issuer would agree, among
other things, to issue to Investment Group Inc. or its assignees in one or more
transactions validly issued, fully paid, and nonassessable shares (the "Shares")
of common stock, par value $.0001 per share, of Issuer (the "Common Stock")
representing fifty-one percent of the issued and outstanding capital stock of
Issuer on a fully-diluted basis after giving effect to all of the transactions
contemplated by the Letter of Intent (i.e., 152,330,974 shares of Common Stock
(see Item 5 below)) (subject to the Investors' obligation, in the event that
any option, warrant, convertible security, or other right, agreement,
arrangement, or commitment included in the calculation of fully-diluted shares
of Common Stock for purposes of determining the number of shares of Common
Stock issuable to the Investors expires by its terms without having been
exercised, converted, or exchanged, as the case may be, within sixty days after
the final closing contemplated by the Securities Purchase Agreement, to return
or cause to be returned to Issuer for cancellation the number of shares of
Common Stock issued to them attributable to such expired option, warrant,
convertible security, or other right, agreement, arrangement, or commitment).
Pursuant to the assignment, dated as of April 9, 1999 (the "Group I
Assignment"), from Investment Group Inc. to Investment Group I, Investment Group
Inc. assigned and transferred to Investment Group I all of Investment Group
Inc.'s right, title, and interest in, to, and under the Letter of Intent.
Pursuant to the assignment, dated as of April 27, 1999 (the "Group II
Assignment"), from Investment Group I to Investment Group II, Investment Group I
assigned and transferred to Investment Group II all of Investment Group I's
right, title, and interest in, to, and under the Letter of Intent with respect
to 58.82353 percent of the Shares (the "Group II Shares") (i.e., 89,606,455
shares of Common Stock (see Item 5 below)) and retained for itself all right,
title, and interest in, to, and under the Letter of Intent with respect to
41.17647 percent of the Shares (the "Group I Shares") (i.e., 62,724,519 shares
of Common Stock (see Item 5 below)).
Pursuant to the assignment, dated as of April 27, 1999 (the "Group A
Assignment"), from Investment Group II to Investment Group A, Investment Group
II assigned and transferred to
<PAGE> 14
CUSIP No. 29406V100 SCHEDULE 13D Page 14 of 18 pages
Investment Group A all of Investment Group II's right, title, and interest in,
to, and under the Letter of Intent with respect to one-third percent of the
Group II Shares (the "Group A Shares") (i.e., 29,868,818 shares of Common Stock
(see Item 5 below)) and retained for itself all right, title, and interest in,
to, and under the Letter of Intent with respect to 66.66666 percent of the
Group II Shares (the "Remaining Group II Shares") (i.e., 59,737,637 shares of
Common Stock (see Item 5 below)).
Pursuant to the subscription agreement, dated as of April 27, 1999, and
delivered and effective on May 14, 1999, (the "Group I Subscription Agreement"),
between Issuer and Investment Group I, Investment Group I irrevocably
subscribed for and agreed to purchase the Group I Shares for $210,000 (subject
to the Investors' obligation, in the event that the final closing contemplated
by the Securities Purchase Agreement does not occur, to return for cancellation
shares of Common Stock such that, after giving effect to such return, the
Investors would only hold such number of shares commensurate with all amounts
theretofore paid to or at the direction of Issuer based on a pre-money,
fully-diluted valuation of Issuer equal to $5,882,352.90). The purchase price
for the Group I Shares will be contributed by certain of the Reporting Persons
out of their personal funds.
Pursuant to the subscription agreement, dated as of April 27, 1999,
and delivered and effective on May 14, 1999 (the "Group II Subscription
Agreement"), between Issuer and Investment Group II, Investment Group II
subscribed for and agreed to purchase the Remaining Group II Shares and 71.95
percent of the Group A Shares for $2,625,000, subject in all respects to the
execution and delivery of the Securities Purchase Agreement by the parties
thereto and the satisfaction or waiver of all of the conditions to the
obligations of the parties thereunder. If the Securities Purchase Agreement is
executed and delivered by the parties thereto and all of the conditions to their
respective obligations thereunder are satisfied or waived, the purchase price
for the Remaining Group II Shares will be raised from additional investors.
Pursuant to the subscription agreement, dated as of April 27, 1999, and
delivered and effective on May 14, 1999 (the "Group A Subscription Agreement"),
between Issuer and Investment Group A, Investment Group A irrevocably subscribed
for and purchased 28.05 percent of the Group A Shares (i.e., 8,378,204 shares
of Common Stock (see Item 5 below)) for $165,000. The purchase price for the
Group A Shares was raised from certain investors who are unaffiliated with, and
are not part of any group with, any of the Reporting Persons.
Neither Issuer nor any of the Reporting Persons has entered into the
Securities Purchase Agreement, and significant conditions to the parties
willingness to enter into such agreement (including the satisfaction of
certain of the Reporting Persons, in their sole discretion, with the results
of their business, financial, accounting, and legal due diligence
investigations of Issuer) remain unsatisfied as of the date hereof.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transactions contemplated by the Letter of Intent is
for Investment Group I, Investment Group II, Investment Group A, and their
respective successors or assigns collectively to acquire the Shares and thereby
acquire control of Issuer and thereafter replace its existing board of directors
and executive officers. The purpose of the transactions contemplated by the
Group I Subscription Agreement and the Group A Subscription Agreement was to
provide Issuer sufficient working capital prior to execution and delivery of the
Securities Purchase Agreement by the parties thereto and consummation of the
transactions contemplated thereby to permit Issuer to remain solvent. In
addition, upon acquiring control of Issuer, the Reporting Persons intend to
cause Issuer: (i) to divest itself of substantially all of its assets which are
unrelated to the development of oil and gas concessions in the Democratic
Republic of Sao Tome and Principe; (ii) to close its offices located in
Lafayette, Louisiana; (iii) to change its name; and (iv) to change its state of
incorporation from Colorado to Delaware. Except as noted above, at the time the
parties to the Letter of Intent, the Group I Subscription Agreement, and the
Group A Subscription Agreement entered into such agreements, none of the
Reporting Persons had, and as of the date hereof none of the Reporting Persons
has, any plan or proposal which relates to or would result in any of the actions
or events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
<PAGE> 15
CUSIP No. 29406V100 SCHEDULE 13D Page 15 of 18 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Based upon information obtained from Issuer through its counsel: (i)
the total number of shares of Common Stock issued and outstanding as of April
22, 1999, was 52,215,302; and (ii) the total number of shares of Common Stock
outstanding as of April 22, 1999, on a fully-diluted basis assuming the
exercise, conversion, or exchange of all outstanding options, warrants,
convertible or exchangeable securities, and other rights, agreements,
arrangements, or commitments of any kind, nature, or description whatsoever
relating to the capital stock of Issuer or obligating Issuer to issue or sell
any shares of capital stock of, or any other interest in, Issuer was
146,357,210.
Accordingly, after giving effect to the issuance of the shares of
Common Stock pursuant to the Group I Subscription Agreement and the Group A
Subscription Agreement as described in Item 3 above: (i) Investment Group I is
the beneficial holder of, and, through Investment Group I, each other Reporting
Person (other than Investment Group II and Investment Group A) may be deemed to
be the beneficial owner of, 62,724,519 shares of Common Stock, representing
approximately 50.9 percent of the total number of shares of Common Stock issued
and outstanding (and approximately 28.8 percent of the total number of shares of
Common Stock outstanding on a fully-diluted basis) as of April 22, 1999; and
(ii) Investment Group A is the beneficial holder of, and, through Investment
Group A, each other Reporting Person (other than Investment Group I) may be
deemed to be the beneficial owner of, 8,378,204 shares of Common Stock,
representing approximately 6.8 percent of the total number of shares of Common
Stock issued and outstanding (and approximately 3.9 percent of the total number
of shares of Common Stock outstanding on a fully-diluted basis) as of April 22,
1999.
In addition, Messrs. Chu, Eichenberger, and Talks and Ms. Wilson are
the direct or indirect beneficial owners of a further 547,500, 137,500,
1,427,500 and 11,019,505 shares of Common Stock, respectively, representing 0.4
percent, 0.1 percent, 1.2 percent and 8.9 percent, respectively, of the total
number of shares of Common Stock issued and outstanding (and approximately 0.3
percent, 0.1 percent, 0.7 percent, and 5.1 percent, respectively, of the total
number of shares of Common Stock outstanding on a fully-diluted basis) as of
April 22, 1999. Each other Reporting Person hereby expressly disclaims
beneficial ownership of all of the shares of Common Stock referred to in this
paragraph and held by Messrs. Chu, Eichenberger, or Talks or Ms. Wilson, as the
case may be.
If the Securities Purchase Agreement is executed and delivered by the
parties thereto and all of the transactions contemplated by the Letter of Intent
are consummated, an aggregate of 152,330,974 shares of Common Stock would be
issuable thereunder (including the shares of Common Stock issued pursuant to the
Group I Subscription Agreement and the Group A Subscription Agreement)
Other than in connection with the transactions contemplated by the
Letter of Intent, the Group I Subscription Agreement, Group II Subscription
Agreement, and the Group A Subscription Agreement, none of the Reporting Persons
has effected any transactions in the Common Stock during the past sixty days.
<PAGE> 16
CUSIP No. 29406V100 SCHEDULE 13D Page 16 of 18 pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Please see Item 3 above for a description of the Letter of Intent, the
Securities Purchase Agreement, the Group I Assignment, the Group II Assignment,
the Group A Assignment, the Group I Subscription Agreement, the Group II
Subscription Agreement, and the Group A Subscription Agreement.
The respective members of Investment Group I, Investment Group II,
Investment Group A, and Samoa are parties to oral limited liability company
agreements with respect thereto.
Except as described above, and except for the joint filing agreement
among the Reporting Persons attached hereto as Exhibit 5, none of the Reporting
Persons is a party to any contract, arrangement, understanding, or relationship
required to be described pursuant to Item 6 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Letter of intent, dated as of April 8, 1999,
between Environmental Remediation Holding Corporation
and ERHC Investment Group, Inc.
Exhibit 2. Subscription agreement, dated as of April 27,
1999, and delivered and effective on May 14, 1999,
between Environmental Remediation Holding Corporation
and ERHC Investment Group LLC.
Exhibit 3. Subscription agreement, dated as of April 27,
1999, and delivered and effective on May 14, 1999,
between Environmental Remediation Holding Corporation
and ERHC Investment Group II LLC.
Exhibit 4. Subscription agreement, dated as of April 27,
1999, and delivered and effective on May 14, 1999,
between Environmental Remediation Holding Corporation
and ERHC Investment Group A LLC.
Exhibit 5. Joint filing agreement, dated as of May 21, 1999,
between ERHC Investment Group LLC, ERHC Investment
Group II LLC, ERHC Investment Group A LLC, Samoa LLC,
Ernest D. Chu, Rene Eichenberger, Daniel Levin, Gregg
Srinivasan, Howard D. Talks, and Noreen G.
Wilson.
<PAGE> 17
CUSIP No. 29406V100 SCHEDULE 13D Page 17 of 18 pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
ERHC INVESTMENT GROUP LLC
Dated May 21, 1999: By: /s/ Howard D. Talks
----------------------
Howard D. Talks
Managing Member
ERHC INVESTMENT GROUP II LLC
Dated May 21, 1999: By: /s/ Howard D. Talks
----------------------
Howard D. Talks
Managing Member
ERHC INVESTMENT GROUP A LLC
By: ERHC INVESTMENT GROUP II LLC
Dated May 21, 1999: By: /s/ Howard D. Talks
----------------------
Howard D. Talks
Managing Member
SAMOA LLC
Dated May 21, 1999: By: /s/ Daniel Levin
----------------------
Daniel Levin
Member
/s/ ERNEST D. CHU
Dated May 21, 1999: ---------------------
ERNEST D. CHU
/s/ RENE EICHENBERGER
Dated May 21, 1999: ----------------------
RENE EICHENBERGER
<PAGE> 18
CUSIP No. 29406V100 SCHEDULE 13D Page 18 of 18 pages
/s/ DANIEL LEVIN
Dated May 21, 1999: ----------------------
DANIEL LEVIN
/s/ GREGG SRINIVASAN
Dated May 21, 1999: ----------------------
GREGG SRINIVASAN
/s/ HOWARD D. TALKS
Dated May 21, 1999: ----------------------
HOWARD D. TALKS
/s/ NOREEN G. WILSON
Dated May 21, 1999: ----------------------
NOREEN G. WILSON
<PAGE> 1
LETTER OF INTENT
April 8, 1999
Environmental Remediation Holding Corporation
1686 General Mouton Avenue
Lafayette, LA 70508
Attention: James R. Callender, President
Dear Mr. Callender:
This letter (the "Letter of Intent") and the attached Term Sheet (which
is an integral part hereof) sets forth the general terms of the proposed
transactions in which ERHC Investment Group, Inc. and its affiliates and assigns
(the "Purchasers") will invest in Environmental Remediation Holding Corporation
(the "Company").
This Letter of Intent is not intended to be binding on either the
Purchasers or the Company, except for the respective obligations of the parties
in the following six paragraphs, and will be superseded in its entirety upon the
execution of a definite Securities Purchase Agreement and related agreements
referenced in the attached Term Sheet.
If the Board of Directors of the Company approves the transactions
contemplated by this Letter of Intent, this Letter of Intent will be binding on
the Company subject to obtaining appropriate approval of the stockholders and
convertible noteholders (if required), of the Company, which the Company will
endeavor to obtain.
If the Board of Directors of the Company approves the transactions
contemplated by this Letter of Intent as set forth in the attached Term Sheet,
the Purchasers will be obligated to make the investment on the terms and
conditions set forth in the Term Sheet; subject to the execution of definitive
agreements satisfactory to the Purchasers, including a Securities Purchase
Agreement, and subject to obtaining appropriate approval of the stockholders and
convertible noteholders (if required), of the Company.
After the execution of this Letter of Intent by you and pending the
preparation and execution of the Securities Purchase Agreement and thereafter
until the Closing, the Company will give the Purchasers and their
representatives full access to the premises and management personnel of the
Company and to all accounting, financial and other records applicable to the
Company and will furnish the Purchasers all information with respect to the
business and affairs of the Company as the Purchasers may reasonably request. In
the event the transactions contemplated hereby are not consummated, (i) the
Purchasers and their representatives will return all documents, contracts, and
papers received from the Company and any copies thereof, (ii) will not disclose
to any third person or to the public any of such information, and (iii) each
party, including, without limitation, parties which have accepted and agreed to
this Letter of Intent, will execute a
<PAGE> 2
2
general release in favor of the Purchasers from any and all liabilities related
to transactions contemplated by this Letter of Intent and the attached Term
Sheet.
As material inducement to the Purchasers to commit the financial and
other resources necessary to conduct their investigations and prepare and
negotiate the agreements contemplated by the Term Sheet, the Company covenants
and agrees that none of the Company or the Company's affiliates, agents or
representatives shall, directly or indirectly, entertain any proposals or offers
from, or enter into any negotiations, discussions, or agreements with, or
provide any other person with any information in connection with a merger or
consolidation, or a sale of any material portion of the assets or equity or debt
securities of the Company from the date of this Letter of Intent until May 30,
1999, or such earlier date as the Purchasers advise the Company in writing that
they no longer intend to proceed with an investment in the Company.
Any and all announcements and publicity releases prior to the Closing
which relate to the investment contemplated hereby shall be subject to the
parties' mutual approval. This proposal for investment in the Company, as it may
be modified from time to time, will be held in confidence by the Company and
shall not be disclosed to any third party without the Purchasers' prior written
consent.
If the foregoing is acceptable to you, kindly acknowledge your
agreement by executing this letter where indicated below before April 9, 1999.
Sincerely,
ERHC Investment Group, Inc.
By: /s/ HOWARD TALKS, PRES.
---------------------------------
HOWARD D. TALKS, PRESIDENT
Date: April 8, 1999
ACCEPTED AND AGREED:
Environmental Remediation Holding Corp.
By: /s/ JAMES R. CALLENDER, SR. Date: April 9, 1999
---------------------------------
JAMES R. CALLENDER, PRESIDENT
By: /s/ JAMES R. CALLENDER, SR. Date: April 9, 1999
---------------------------------
JAMES R. CALLENDER
<PAGE> 3
3
By: /s/ SAM L. BASS, JR. Date:
--------------------------------- -----------------------------
SAM L. BASS, JR.
By: /s/ JAMES A. GRIFFIN Date: April 8, 1999
---------------------------------
JAMES A. GRIFFIN
By: /s/ KEN WATERS Date: April 8, 1999
---------------------------------
KEN WATERS
By: /s/ ROBERT MCKNIGHT Date: April 8, 1999
---------------------------------
ROBERT MCKNIGHT
By: Date:
--------------------------------- -----------------------------
WILLIAM BEATON
By: Date:
--------------------------------- -----------------------------
AL COTTON
By: /s/ RICHARD MAGAR Date: April 9, 1999
---------------------------------
RICHARD MAGAR
<PAGE> 4
TERM SHEET
TERMS PROPOSED FOR
INVESTMENT BY ERHC INVESTMENTS GROUP, INC.
IN
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
This term sheet summarizes the proposed principle terms of the
investment by ERHC Investment Group, Inc. in Environmental
Remediation Holding Corp. It is based upon the fact that ERHC
Investment Group, Inc. has been advised the Existing Board of
Directors has taken certain actions regarding affiliated
transactions and rescinded certain minutes. This term sheet is
made in reliance upon such changes as noted herein.
I. INVESTMENT
Issuer: Environmental Remediation Holding Corporation
(the "Company")
Purchasers: ERHC Investment Group, Inc. and its affiliates and
assigns (collectively, the "Purchasers")
Security: The Company will issue to the Purchaser Shares of
Common Stock (the "Common Shares") to be issued in
installments as the Purchase Price is paid, which
in the aggregate will equal 51% of the voting
capital stock of the Company on a fully diluted
basis assuming the conversion of all outstanding
options, warrants and other convertible notes and
securities outstanding of the date of the issuance
of the Common Shares (including all stock and
warrants to be issued to other parties as
contemplated in the Term Sheet).
Share Holder Ratification: The Company will take all actions reasonably
necessary to promptly hold a stockholders meeting
for the purpose of obtaining shareholder
ratification following the closing of the Term
Sheet.
Assignment of Rights: ERHC Investment Group, Inc. has the right to
assign any part of the right to purchase Common
Stock to affiliates and other assigns who shall
together constitute the Purchasers. Assignment of
such shares will be contingent upon assumption of
pro rata obligations
<PAGE> 5
2
under any Investment Documents (as defined below)
Purchase Price: Aggregate of three million ($3,000,000) dollars
(the "Purchase Price")
Payment of Purchase Price: 1. The Purchase Price will be payable to the
Company in installments as follows: 165,000 at
the initial closing and the balance of the
$835,000 to be invested as needed from and
after the Closing to pay agreed portion of
liabilities, including accrued salaries, and
for working capital.
2. After Closing and upon approval by Purchaser
and Purchasers' counsel of agreements with the
Democratic Republic of Sao Tome and Principe
("Sao Tome") $1,000,000 will be delivered to
the Escrow Account on behalf of the Company
for the benefit and release of the Government
of Sao Tome pursuant to the terms of an Escrow
Agreement.
3. $1,000,000 to the Company upon approval by Sao
Tome and execution of Production Sharing
Agreement between Mobil Oil Corporation,
STPETRO, Sao Tome and the Company, providing
for a 5% royalty override to the Company.
Capital Structure: Upon Consummation of the Closing Date (defined
herein), the capital structure of the Company on a
fully diluted basis (with corresponding voting
interests) will be as follows:
Purchaser 51%
Existing investors, shareholders, noteholders and
existing directors and employees (including shares
and warrants which may be issued or granted as
contemplated in the Term Sheet) 49%*
* Subject to dilution only if the Company issues
equity to Procura Financial Consultants c.c.
in connection with settlement.
Issuance of Shares: Common Shares will be issued and delivered to the
Purchaser as follows:
<PAGE> 6
3
1. Upon the total investment of $1,000,000 to be
invested as needed from and after the Initial
Closing, the following amounts will be issued
on pro rata basis as invested: 15%
2. Upon the investment of $1,000,000 to be paid
to the Government of Sao Tome: 15%
3. Upon the approval of the Production Sharing
Agreement an additional investment of
$1,000,000: 15%
4. Purchaser within 10 days of making the final
investment for a total of $3,000,000 will
receive the final 6% for a total of 51% of the
voting capital stock of the Company on a fully
diluted basis assuming the conversion of all
outstanding options, warrants and other
convertible notes and securities outstanding
of the date of the issuance of the Common
Shares (including all stock and warrants to be
issued to other parties as contemplated in the
Term Sheet)
Initial Closing Date: The Initial Closing for issuance of the Common
Shares will be on or before April 19, 1999 unless
otherwise extended by the parties, subject only to
the satisfaction of the "Conditions to the Initial
Closing" set forth in the Term Sheet (the "Initial
Closing Date")
Final Closing Date: The Final Closing will be upon the signing of the
Security Purchase Agreement, Registration Rights
Agreement and such instruments or documents
necessary to close the transaction but no later
than 90 days from the date of the Initial Closing
Date (the "Closing Date")
Board of Directors: Upon approval by the Existing Board of Directors
of the Company of this transaction contemplated by
this Term Sheet and the issuance of Common Shares
on the Initial Closing Date (i) The Existing Board
of Directors shall cause all of the officers of
Company to resign as such date, and (ii) the
Purchaser shall have the right to cause any three
members of the current Board of Directors to
resign and to fill such vacancies with three new
Board Members designated by Purchasers. On the
Closing Date, the Purchaser will have the right to
cause the
<PAGE> 7
4
remaining four members of the then current Board
of Directors not designated by the Purchaser to
resign and fill such vacancies with four new Board
Members designated by Purchaser.
Existing Board
And Employees: Simultaneous with the Initial Closing Date the
Company will enter into appropriate consulting or
settlement agreements which contain an issuance of
Common Stock or warrants to purchase shares of
Common Stock pursuant to acceptable terms and
conditions and seek releases when appropriate with
the following individuals.
Mr. Sam L. Bass Jr.
Mr. James R. Callender
Mr. Richard Magar
Mr. James Griffin
Mr. Robert McKnight
Mr. Al Cotton
Mr. Ken Waters
Mr. Tom Wilson
Mr. William Beaton
Mr. Nando Rita
Existing board members will be allowed to keep the
shares of stock issued for service rendered and
not otherwise rescinded subject to the standard
restrictive share provision.
Employees: Effective as of the Initial Closing Date, the
Company will as a part of such closing have or
will provide severance agreements for the
following employees and consultants and they will
provide a general release for the benefit of the
Company.
Ms. Linda Mier
Ms. Karen Bajat
Mr. George Lablanc
Mr. Charles Briely
Mr. Gerry Graham
Mr. Ed Wilkerson
Ms. Dale Smith
Ms. Jennifer Riggs
Ms. Barbara Roth
Mr. Mark Herpin
Mr. Wade Williams
<PAGE> 8
5
Miscellaneous: Steve Durland CPA will be paid $75,000 within 30
days of the initial closing on the outstanding
bill. The remainder of the bill will be paid over
the next six months in accordance with the
attached schedule.
Mintmire & Associates will be paid $50,000 of the
outstanding bill within 30 days of the initial
closing.
The remainder of the accounts payable will be
reviewed and a payment schedule set-up within 30
days of the initial closing. The Company to
provide ERHC Investment Group, Inc. and the
Accounting firm a final copy of all ERHC/BAPCO
payables. The Existing Board will confirm that the
payables are true and correct to the best of their
knowledge.
Prior Actions Taken
By the Existing Board
Of Directors: 1. The Board realigned the assets in its
subsidiary Bass American Petroleum ("BAPCO")
and transferred BAPCO as realigned to Mr. Bass
or his assigns in exchange for the return of
4,000,000 million shares of ERHC Common Stock
originally issued to him or his assigns as
part of the purchase of BAPCO. Mr. Bass will
provide releases in connection with the above
action.
2. The Board rescinded the acquisition of the
environmental equipment from Bass World Wide
Services in exchange for the 744,000 shares of
ERHC Common Stock issued to Mr. Bass and
agrees to return the equipment to him or his
assign. Mr. Bass will provide releases in
connection with the above transactions.
3. The Board rescinded the acquisition of the
Chevron Agreement from Bass Environmental
Services in exchange for the 3,000,000 million
shares of ERHC Common Stock issued to Mr. Bass
or his assigns and ERHC agrees to return the
Chevron Contract to Mr. Bass or his assigns.
Mr. Bass will provide releases in connection
with the above transaction.
4. The Board placed a stop of the 200,000 shares
of stock issued to MYTEC & Associates.
<PAGE> 9
6
5. The Board rescinded the distribution of a
portion of the 5% royalty override interest
granted on February 11, 1999 and did not
ratify the supplement to its counsels'
retainer agreement covering a portion of the
distribution. The above parties will provide
releases in connection with the above
transaction.
6. The Board rescinded (i) the conditional
issuance of 3,000,000 shares of Common Stock
to Bass, Griffin and Wilson dated June 2,
1997. The above parties will provide releases
in connection with the above transaction; (ii)
the Board rescinded the conditional issuance
granted relative to the MIII Agreement dated
July of 1997. The parties to this transaction
will provide releases in connection with the
transaction; (iii) the Board rescinded the
suspension of James Griffin from the Board.
7. The Board re-approved the issuance of
2,000,000 million shares each of ERHC common
stock to Bass, Griffin, Noreen Wilson and Jim
Callender in consideration of the formation
and legislative adoption of STPETRO and the
execution of the Mobil T.A.A. Agreement.
Conditions to Investment: The Initial Closing Date shall be conditioned upon
(A) the execution and delivery of the standstill
agreement by a majority of the noteholders
entitled to amend in favor of the Company and the
Purchaser which provides a standstill and ending
October 15, 1999 in respect to certain matters,
including but not limited to the conversion of
stock, acceleration, collection, bankruptcy or
foreclosures; and (ii) the modification of the
convertible noteholders to modify the conversion
formula of the notes to a floor of $.25 per share
to the purchase price and waiver of any and all
antidilution provisions or preemptive rights. (B)
The execution and delivery by the Company of a
letter representing and warranting as to the
capital structure and providing indemnity to the
Purchasers; and (C) Resolutions of the Existing
Board of Directors approving and authorization of
the transactions contemplated by this Term Sheet
and all actions required to be taken as conditions
to the Initial Closing as set forth herein.
<PAGE> 10
7
Conditions to Closing: The Closing Date shall be conditioned upon (A) the
negotiation and execution of mutually satisfactory
definitive investment agreements reflecting the
terms hereof, including a Securities Purchase
Agreement, Registration Rights Agreement and such
other instruments or documents necessary by the
Purchasers to consummate their investment (the
"Investment Documents") each containing
appropriate representations, warranties,
conditions, covenants and indemnities; (B)
completion by the Purchasers of their business,
tax, accounting, regulatory, environmental, legal
and other due diligence reviews shall have been
satisfactory to the Purchasers; (C) receipt of all
necessary governmental and regulatory approval and
consents if any from third parties necessary to
consummate the transactions.
In addition, the Company gives the Purchasers
permission to open discussions during the due
diligence period prior to closing date with
STPETRO, DRSTP, Mobil Oil, Procura and
Shareholders.
If the Closing Date shall not occur as
contemplated in this Term Sheet, the Company shall
issue to the Purchaser Common Stock based on a
$5,882,352.90 valuation of the Company as adjusted
by the Prior Action of the Board and upon which
this Term Sheet is in reliance.
Fees and Expenses: At the Closing, the Company shall reimburse the
Purchaser for all reasonable fees and expenses
incurred by each of them in connection with their
proposed investment in the Company.
Date of Acceptance: On or before April 9, 1999.
<PAGE> 1
ERHC INVESTMENT GROUP LLC
c/o Corporate Builders
777 South Flagler Drive, Suite 909
West Palm Beach, Florida 33401
As of April 27, 1999
Environmental Remediation
Holding Corporation
3-5 Aubry Lane
Oyster Bay, New York 11753
Attention: President
Re: Subscription Agreement
Ladies and Gentlemen:
We refer to the letter of intent, dated as of April 8, 1999 (the
"Letter of Intent"), between ERHC Investment Group, Inc., a corporation
organized under the laws of the State of Florida ("Investment Group Inc."), and
Environmental Remediation Holding Corporation, a corporation organized under the
laws of the State of Colorado (the "Company"), pursuant to which the Company
agreed, among other things: (i) to issue to Investment Group Inc. or its
assignees in one or more transactions validly issued, fully paid, and
nonassessable shares (the "Shares") of common stock, par value $.0001 per share,
of the Company (the "Common Stock") representing fifty-one percent of the issued
and outstanding capital stock of the Company on a fully-diluted basis after
giving effect to all of the transactions contemplated by the Letter of Intent;
and (ii) to enter into a definitive securities purchase agreement (the
"Securities Purchase Agreement") with respect to such issuances of Common Stock.
This letter agreement (as amended, supplemented, or otherwise modified from time
to time, this "Agreement"), is intended to set forth the mutual understanding
and agreement between ERHC Investment Group LLC, a limited liability company
organized under the laws of the State of Delaware ("Investor"), the assignee of
all of Investment Group Inc.'s rights under the Letter of Intent, and the
Company regarding Investor's initial subscription for a portion of the Shares
prior to the execution and delivery of the Securities Purchase Agreement by the
parties thereto. In consideration of the respective agreements, covenants,
representations, and warranties hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
<PAGE> 2
2
Investor hereby irrevocably subscribes for the portion of the Shares
(the "Initial Shares") representing twenty-one percent of the issued and
outstanding capital stock of the Company on a fully-diluted basis after giving
effect to all of the transactions contemplated by the Letter of Intent, and
Investor shall pay therefor in lawful money of the United States of America in
one or more installments from time to time after the date hereof $210,000 in the
aggregate (the "Purchase Price"). The unpaid amount of the Purchase Price at any
time outstanding shall bear interest at the "applicable federal rate" per annum
(as such term is used for purposes of Section 1274(d) of the Internal Revenue
Code of the United States of America) as in effect on the date hereof. Upon
payment in full of the Purchase Price and all accrued interest, the Company
shall issue to Investor the Initial Shares, and shall deliver or cause to be
delivered to Investor a certificate or certificates evidencing such Initial
Shares.
Upon the execution and delivery of the Securities Purchase
Agreement, the terms and provisions of the Securities Purchase Agreement shall
apply to the Initial Shares subscribed for and purchased hereby, and the other
transactions contemplated by this Agreement.
Notwithstanding anything to the contrary contained herein, if the
Final Closing (as defined in the Letter of Intent) has not occurred within
ninety days after the date hereof, Investor shall surrender to the Company for
cancellation that number of the Initial Shares such that, after giving effect to
such surrender, the remaining Initial Shares held by Investor would represent
3.57 percent of the issued and outstanding capital stock of the Company on a
fully-diluted basis after giving effect to all of the transactions contemplated
by the Letter of Intent.
As an inducement to the Company to enter into this Agreement,
Investor hereby represents and warrants to the Company that:
(i) Investor has duly executed and delivered this agreement,
and (assuming due execution and delivery by the Company) this agreement
constitutes a legal, valid, and binding obligation of Investor,
enforceable against Investor in accordance with its terms;
(ii) Investor's execution, delivery, and performance hereof do
not and will not: (A) violate or conflict with Investor's certificate of
formation or similar organizational documents, or any law or any order,
writ, judgment, injunction, decree, stipulation, determination, or award
entered by or with any governmental authority and applicable to Investor;
(B) violate or infringe upon any rights of any person; or (C) require any
consent, approval, authorization, or other order of, action by, filing
with, or notification to, any governmental authority or any other person;
and
<PAGE> 3
3
(iii) Investor understands that the Initial Shares have not
been registered under the Securities Act of 1933, as amended, or the laws
of any state and may not be sold or transferred, or otherwise disposed of,
without registration under the Securities Act and applicable state
securities laws, or pursuant to an exemption therefrom.
As an inducement to Investor to enter into this Agreement, the
Company hereby represents and warrants to Investor as follows:
(i) The Company has duly executed and delivered this
agreement, and (assuming due execution and delivery by Investor) this
agreement constitutes a legal, valid, and binding obligation of the
Company, enforceable against the Company in accordance with its terms;
(ii) The Company's execution, delivery, and performance hereof
do not and will not: (A) violate or conflict with the Company's articles
of incorporation or by-laws or similar organizational documents, or any
law or any order, writ, judgment, injunction, decree, stipulation,
determination, or award entered by or with any governmental authority and
applicable to the Company; (B) violate or infringe upon any rights of any
person; or (C) require any consent, approval, authorization, or other
order of, action by, filing with, or notification to, any governmental
authority or any other person; and
(iii) Upon issuance, the Initial Shares will be validly
issued, fully paid, and nonassessable and will not be subject to any
preemptive rights, and will represent not less than twenty-one percent of
the issued and outstanding capital stock of the Company on a fully-diluted
basis after giving effect to all of the transactions contemplated by the
Letter of Intent.
No amendment hereof or supplement or other modification hereto, and
no consent to, or waiver, discharge, or release of, any term or provision or
breach hereof, shall be valid or effective unless such amendment, supplement, or
other modification, or such consent, waiver, discharge, or release, is in
writing, expressly refers hereto, and is signed by the party to be bound
thereby.
If any term or other provision hereof is determined by any court of
competent jurisdiction to be invalid, illegal, or unenforceable in whole or in
part by reason of any applicable law or public policy, and such determination
becomes final and nonappealable, such term or other provision shall remain in
full force and effect to the fullest extent permitted by law, and all other
terms and provisions hereof shall remain in full force and effect in their
entirety.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
<PAGE> 4
4
Each party hereto hereby unconditionally and irrevocably waives all
right to trial by jury in any action, suit, or proceeding (whether based on
contract, tort, or otherwise) based upon, resulting from, arising out of, or
relating to this Agreement or any transaction or agreement contemplated hereby.
This Agreement may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, and all of which taken together
shall constitute one and the same agreement with the same effect as if such
signatures were upon the same instrument.
Delivery of an executed counterpart hereof via telecopier shall be
as effective as delivery of a manually executed counterpart hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 5
5
Please evidence your acknowledgment of and agreement to the
foregoing by executing and delivering to Levin & Srinivasan LLP, counsel to the
undersigned, by telecopier at (212) 957-4565 a counterpart hereof.
Very truly yours,
ERHC INVESTMENT GROUP LLC
By: /s/ HOWARD D. TALKS
_____________________________
Howard D. Talks
Member
ACKNOWLEDGED AND AGREED
as of April 27, 1999:
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN
___________________________
Name: James A. Griffin
Title: Secretary
<PAGE> 1
ERHC INVESTMENT GROUP II LLC
c/o Corporate Builders
777 South Flagler Drive, Suite 909
West Palm Beach, Florida 33401
As of April 27, 1999
Environmental Remediation
Holding Corporation
3-5 Aubry Lane
Oyster Bay, New York 11753
Attention: President
Re: Subscription Agreement
Ladies and Gentlemen:
We refer to the letter of intent, dated as of April 8, 1999 (the
"Letter of Intent"), between ERHC Investment Group, Inc., a corporation
organized under the laws of the State of Florida ("Investment Group Inc."), and
Environmental Remediation Holding Corporation, a corporation organized under the
laws of the State of Colorado (the "Company"), pursuant to which the Company
agreed, among other things: (i) to issue to Investment Group Inc. or its
assignees in one or more transactions validly issued, fully paid, and
nonassessable shares (the "Shares") of common stock, par value $.0001 per share,
of the Company (the "Common Stock") representing fifty-one percent of the issued
and outstanding capital stock of the Company on a fully-diluted basis after
giving effect to all of the transactions contemplated by the Letter of Intent;
and (ii) to enter into a definitive securities purchase agreement (the
"Securities Purchase Agreement") with respect to such issuances of Common Stock.
This letter agreement (as amended, supplemented, or otherwise modified from time
to time, this "Agreement"), is intended to set forth the mutual understanding
and agreement between ERHC Investment Group II LLC, a limited liability company
organized under the laws of the State of Delaware ("Investor"), the assignee of
certain of Investment Group Inc.'s rights under the Letter of Intent, and the
Company regarding Investor's subscription for a portion of the Shares prior to
the execution and delivery of the Securities Purchase Agreement by the parties
thereto. In consideration of the respective agreements, covenants,
representations, and warranties hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
<PAGE> 2
2
Investor hereby irrevocably subscribes for the portion of the Shares
(the "Group II Shares") representing 27.195 percent of the issued and
outstanding capital stock of the Company on a fully-diluted basis after giving
effect to all of the transactions contemplated by the Letter of Intent, and
Investor shall pay therefor in lawful money of the United States of America in
one or more installments from time to time after the date hereof in accordance
with the terms and conditions of the Letter of Intent $2,625,000 in the
aggregate (the "Purchase Price"). Notwithstanding anything to the contrary
contained herein, the obligations of Investor and the Company hereunder shall be
subject in all respects to the execution and delivery of the Securities Purchase
Agreement and the other terms and conditions of the Letter of Intent.
As an inducement to the Company to enter into this Agreement,
Investor hereby represents and warrants to the Company that:
(i) Investor has duly executed and delivered this agreement,
and (assuming due execution and delivery by the Company) this agreement
constitutes a legal, valid, and binding obligation of Investor,
enforceable against Investor in accordance with its terms;
(ii) Investor's execution, delivery, and performance hereof do
not and will not: (A) violate or conflict with Investor's certificate of
formation or similar organizational documents, or any law or any order,
writ, judgment, injunction, decree, stipulation, determination, or award
entered by or with any governmental authority and applicable to Investor;
(B) violate or infringe upon any rights of any person; or (C) require any
consent, approval, authorization, or other order of, action by, filing
with, or notification to, any governmental authority or any other person;
and
(iii) Investor understands that the Group II Shares have not
been registered under the Securities Act of 1933, as amended, or the laws
of any state and may not be sold or transferred, or otherwise disposed of,
without registration under the Securities Act and applicable state
securities laws, or pursuant to an exemption therefrom.
As an inducement to Investor to enter into this Agreement, the
Company hereby represents and warrants to Investor as follows:
(i) The Company has duly executed and delivered this
agreement, and (assuming due execution and delivery by Investor) this
agreement constitutes a legal, valid, and binding obligation of the
Company, enforceable against the Company in accordance with its terms;
(ii) The Company's execution, delivery, and performance hereof
do not and will not: (A) violate or conflict with the Company's articles
of
<PAGE> 3
3
incorporation or by-laws or similar organizational documents, or any law
or any order, writ, judgment, injunction, decree, stipulation,
determination, or award entered by or with any governmental authority and
applicable to the Company; (B) violate or infringe upon any rights of any
person; or (C) require any consent, approval, authorization, or other
order of, action by, filing with, or notification to, any governmental
authority or any other person; and
(iii) Upon issuance, the Group II Shares will be validly
issued, fully paid, and nonassessable and will not be subject to any
preemptive rights, and will represent not less than 27.195 percent of the
issued and outstanding capital stock of the Company on a fully-diluted
basis after giving effect to all of the transactions contemplated by the
Letter of Intent.
No amendment hereof or supplement or other modification hereto, and
no consent to, or waiver, discharge, or release of, any term or provision or
breach hereof, shall be valid or effective unless such amendment, supplement, or
other modification, or such consent, waiver, discharge, or release, is in
writing, expressly refers hereto, and is signed by the party to be bound
thereby.
If any term or other provision hereof is determined by any court of
competent jurisdiction to be invalid, illegal, or unenforceable in whole or in
part by reason of any applicable law or public policy, and such determination
becomes final and nonappealable, such term or other provision shall remain in
full force and effect to the fullest extent permitted by law, and all other
terms and provisions hereof shall remain in full force and effect in their
entirety.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
Each party hereto hereby unconditionally and irrevocably waives all
right to trial by jury in any action, suit, or proceeding (whether based on
contract, tort, or otherwise) based upon, resulting from, arising out of, or
relating to this Agreement or any transaction or agreement contemplated hereby.
This Agreement may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, and all of which taken together
shall constitute one and the same agreement with the same effect as if such
signatures were upon the same instrument.
<PAGE> 4
4
Delivery of an executed counterpart hereof via telecopier shall be
as effective as delivery of a manually executed counterpart hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 5
5
Please evidence your acknowledgment of and agreement to the
foregoing by executing and delivering to Levin & Srinivasan LLP, counsel to the
undersigned, by telecopier at (212) 957-4565 a counterpart hereof.
Very truly yours,
ERHC INVESTMENT GROUP II LLC
By: /s/ HOWARD D. TALKS
_________________________________
Howard D. Talks
Managing Member
ACKNOWLEDGED AND AGREED
as of April 27, 1999:
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN
______________________________
Name: James A. Griffin
Title: Secretary
<PAGE> 1
ERHC INVESTMENT GROUP A LLC
c/o Corporate Builders
777 South Flagler Drive, Suite 909
West Palm Beach, Florida 33401
As of April 27, 1999
Environmental Remediation
Holding Corporation
3-5 Aubry Lane
Oyster Bay, New York 11753
Attention: President
Re: Subscription Agreement
Ladies and Gentlemen:
We refer to the letter of intent, dated as of April 8, 1999 (the
"Letter of Intent"), between ERHC Investment Group, Inc., a corporation
organized under the laws of the State of Florida ("Investment Group Inc."), and
Environmental Remediation Holding Corporation, a corporation organized under the
laws of the State of Colorado (the "Company"), pursuant to which the Company
agreed, among other things: (i) to issue to Investment Group Inc. or its
assignees in one or more transactions validly issued, fully paid, and
nonassessable shares (the "Shares") of common stock, par value $.0001 per share,
of the Company (the "Common Stock") representing fifty-one percent of the issued
and outstanding capital stock of the Company on a fully-diluted basis after
giving effect to all of the transactions contemplated by the Letter of Intent;
and (ii) to enter into a definitive securities purchase agreement (the
"Securities Purchase Agreement") with respect to such issuances of Common Stock.
This letter agreement (as amended, supplemented, or otherwise modified from time
to time, this "Agreement"), is intended to set forth the mutual understanding
and agreement between ERHC Investment Group A LLC, a limited liability company
organized under the laws of the State of Delaware ("Investor"), the assignee of
certain of Investment Group Inc.'s rights under the Letter of Intent, and the
Company regarding Investor's initial subscription for a portion of the Shares
prior to the execution and delivery of the Securities Purchase Agreement by the
parties thereto. In consideration of the respective agreements, covenants,
representations, and warranties hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
<PAGE> 2
2
Investor hereby irrevocably subscribes for the portion of the Shares
(the "Initial Shares") representing 2.805 percent of the issued and outstanding
capital stock of the Company on a fully-diluted basis after giving effect to all
of the transactions contemplated by the Letter of Intent, and Investor shall pay
therefor in lawful money of the United States of America contemporaneously
herewith $165,000 in the aggregate (the "Purchase Price"). Upon payment in full
of the Purchase Price, the Company shall issue to Investor the Initial Shares,
and shall deliver or cause to be delivered to Investor a certificate or
certificates evidencing such Initial Shares.
Upon the execution and delivery of the Securities Purchase
Agreement, the terms and provisions of the Securities Purchase Agreement shall
apply to the Initial Shares subscribed for and purchased hereby, and the other
transactions contemplated by this Agreement.
As an inducement to the Company to enter into this Agreement,
Investor hereby represents and warrants to the Company that:
(i) Investor has duly executed and delivered this agreement,
and (assuming due execution and delivery by the Company) this agreement
constitutes a legal, valid, and binding obligation of Investor,
enforceable against Investor in accordance with its terms;
(ii) Investor's execution, delivery, and performance hereof do
not and will not: (A) violate or conflict with Investor's certificate of
formation or similar organizational documents, or any law or any order,
writ, judgment, injunction, decree, stipulation, determination, or award
entered by or with any governmental authority and applicable to Investor;
(B) violate or infringe upon any rights of any person; or (C) require any
consent, approval, authorization, or other order of, action by, filing
with, or notification to, any governmental authority or any other person;
and
(iii) Investor understands that the Initial Shares have not
been registered under the Securities Act of 1933, as amended, or the laws
of any state and may not be sold or transferred, or otherwise disposed of,
without registration under the Securities Act and applicable state
securities laws, or pursuant to an exemption therefrom.
As an inducement to Investor to enter into this Agreement, the
Company hereby represents and warrants to Investor as follows:
(i) The Company has duly executed and delivered this
agreement, and (assuming due execution and delivery by Investor) this
agreement constitutes a legal, valid, and binding obligation of the
Company, enforceable against the Company in accordance with its terms;
<PAGE> 3
3
(ii) The Company's execution, delivery, and performance hereof
do not and will not: (A) violate or conflict with the Company's articles
of incorporation or by-laws or similar organizational documents, or any
law or any order, writ, judgment, injunction, decree, stipulation,
determination, or award entered by or with any governmental authority and
applicable to the Company; (B) violate or infringe upon any rights of any
person; or (C) require any consent, approval, authorization, or other
order of, action by, filing with, or notification to, any governmental
authority or any other person; and
(iii) Upon issuance, the Initial Shares will be validly
issued, fully paid, and nonassessable and will not be subject to any
preemptive rights, and will represent not less than 2.805 percent of the
issued and outstanding capital stock of the Company on a fully-diluted
basis after giving effect to all of the transactions contemplated by the
Letter of Intent.
No amendment hereof or supplement or other modification hereto, and
no consent to, or waiver, discharge, or release of, any term or provision or
breach hereof, shall be valid or effective unless such amendment, supplement, or
other modification, or such consent, waiver, discharge, or release, is in
writing, expressly refers hereto, and is signed by the party to be bound
thereby.
If any term or other provision hereof is determined by any court of
competent jurisdiction to be invalid, illegal, or unenforceable in whole or in
part by reason of any applicable law or public policy, and such determination
becomes final and nonappealable, such term or other provision shall remain in
full force and effect to the fullest extent permitted by law, and all other
terms and provisions hereof shall remain in full force and effect in their
entirety.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
Each party hereto hereby unconditionally and irrevocably waives all
right to trial by jury in any action, suit, or proceeding (whether based on
contract, tort, or otherwise) based upon, resulting from, arising out of, or
relating to this Agreement or any transaction or agreement contemplated hereby.
This Agreement may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, and all of which taken together
shall constitute one and the same agreement with the same effect as if such
signatures were upon the same instrument.
<PAGE> 4
4
Delivery of an executed counterpart hereof via telecopier shall be
as effective as delivery of a manually executed counterpart hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 5
5
Please evidence your acknowledgment of and agreement to the
foregoing by executing and delivering to Levin & Srinivasan LLP, counsel to the
undersigned, by telecopier at (212) 957-4565 a counterpart hereof.
Very truly yours,
ERHC INVESTMENT GROUP A LLC
By: ERHC INVESTMENT GROUP II
LLC, as managing member
By: /s/ HOWARD D. TALKS
________________________________
Howard D. Talks
Managing Member
ACKNOWLEDGED AND AGREED
as of April 27, 1999:
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN
___________________________
Name: James A. Griffin
Title: Secretary
<PAGE> 1
JOINT FILING AGREEMENT
Each of the undersigned hereby agree that the statement on
Schedule 13D, dated May 21, 1999 (the "Statement"), with respect to the common
stock, par value $.0001 per share, of Environmental Remediation Holding
Corporation, is, and any amendments thereto by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in accordance with
Rule 13d-1 promulgated under the Securities Exchange Act of 1934, as amended,
and that this agreement shall be included as an exhibit to the Statement and
each such amendment. Each of the undersigned hereby agree that it is responsible
for the timely filing of the Statement and any amendments thereto, and for the
completeness and accuracy of the information concerning itself contained
therein. This agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed or caused to
be executed this agreement as of May 21, 1999.
ERHC INVESTMENT GROUP LLC
Dated May 21, 1999: By: /s/ HOWARD D. TALKS
--------------------------
Howard D. Talks
Managing Member
ERHC INVESTMENT GROUP II LLC
Dated May 21, 1999: By: /s/ HOWARD D. TALKS
--------------------------
Howard D. Talks
Managing Member
ERHC INVESTMENT GROUP A LLC
By: ERHC INVESTMENT GROUP II LLC
Dated May 21, 1999: By: /s/ HOWARD D. TALKS
--------------------------
Howard D. Talks
Managing Member
<PAGE> 2
2
SAMOA LLC
Dated May 21, 1999: By: /s/ DANIEL LEVIN
--------------------------
Daniel Levin
Member
Dated May 21, 1999: /s/ ERNEST D. CHU
------------------------------
ERNEST D. CHU
Dated May 21, 1999: /s/ RENE EICHENBERGER
------------------------------
RENE EICHENBERGER
Dated May 21, 1999: /s/ DANIEL LEVIN
------------------------------
DANIEL LEVIN
Dated May 21, 1999: /s/ GREGG SRINIVASAN
------------------------------
GREGG SRINIVASAN
Dated May 21, 1999: /s/ HOWARD D. TALKS
------------------------------
HOWARD D. TALKS
Dated May 21, 1999: /s/ NOREEN G. WILSON
------------------------------
NOREEN G. WILSON
