<PAGE> 1
FORM OF LETTER OF TRANSMITTAL - EXHIBIT-99.5
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE 2.4825 SHARES OF COMMON STOCK
OF
WESTECH CAPITAL CORP.
FOR
EVERY ONE SHARE OF COMMON STOCK
OF
TEJAS SECURITIES GROUP, INC.
PURSUANT TO THE PROSPECTUS
DATED , 2000
-----------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AUSTIN TIME, ON
SEPTEMBER _____, 2000, UNLESS THE OFFER IS EXTENDED.
By Overnight, Certified or Hand Delivery at:
Tejas Securities Group Holding Company
Attn: Kurt J. Rechner
2700 Via Fortuna, Suite 400
Austin, Texas 78746
By Facsimile Transmission at:
Tejas Securities Group Holding Company
Attn: Kurt J. Rechner
(512) 306-8222 (phone)
(512) 347-9074 (fax)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO TEJAS HOLDING. YOU MUST SIGN
THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by shareholders of Tejas
Securities Group, Inc. ("TEJAS") if certificates for Tejas Shares (as such term
is defined below) are to be forwarded herewith.
<PAGE> 2
DESCRIPTION OF SHARES TENDERED
<TABLE>
<CAPTION>
------------------------------------------------------------------ ---------------------------------- ---------------------------
Name(s) and Address(es) of Registered Holder(s) Shares Tendered Certificate
(Please fill in, if blank, exactly as name(s) appear(s) on Share Number(s)
Certificate(s))
------------------------------------------------------------------ ---------------------------------- ---------------------------
<S> <C> <C>
------------------------------------------------------------------ ---------------------------------- ---------------------------
------------------------------------------------------------------ ---------------------------------- ---------------------------
------------------------------------------------------------------ ---------------------------------- ---------------------------
</TABLE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby delivers to Tejas Securities Group Holding
Company, a Texas corporation ("TEJAS HOLDING"), the above-described shares (the
"TEJAS SHARES") of common stock (the "TEJAS COMMON STOCK"), no par value per
share, of Tejas Securities Group, Inc., a Texas corporation ("TEJAS"), pursuant
to Tejas Holdings offer to exchange 2.4825 shares of common stock, par value
$0.001 per share (the "WESTECH SHARES"), of Westech Capital Corp., a New York
corporation ("WESTECH"), for every one share of Tejas Common Stock upon the
terms and subject to the conditions set forth in the Prospectus, dated July
____, 2000 (the "PROSPECTUS"), receipt of which is hereby acknowledged, and this
Letter of Transmittal (which, together with the Prospectus and any amendments or
supplements hereto or thereto, collectively constitute the "OFFER"). The
undersigned understands that Tejas Holding reserves the right to transfer or
assign, in whole at any time, or in part from time to time, to one or more of
its affiliates, the right to purchase all or any portion of the Tejas Shares
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve Tejas Holding of its obligations under the Offer and will in no way
prejudice the rights of tendering shareholders to receive Westech Shares for
Tejas Shares validly tendered and accepted for exchange pursuant to the Offer.
Receipt of the Offer is hereby acknowledged.
Upon the terms and subject to the conditions of the Offer (and if the
Offer is extended or amended, the terms of any such extension or amendment),
subject to, and effective upon, acceptance of the Tejas Shares tendered herewith
in accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to, or upon the order of, Tejas Holding, all right, title and
interest in and to all of the Tejas Shares that are being tendered hereby (and
any and all non-cash dividends, distributions, rights, other Tejas Shares or
other securities issued or issuable in respect thereof on or after,
______________, 2000 (collectively, "DISTRIBUTIONS")) and irrevocably
constitutes and appoints Tejas Holding the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Tejas Shares (and all
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 for such Tejas Shares (and any and all Distributions), together
with all accompanying evidences of transfer and authenticity, to or upon the
order of Tejas Holding, (ii) present such Tejas Shares (and any and all
Distributions) for transfer on the books of Tejas, upon the order of Tejas
Holding, and (iii) allow Tejas Holding to receive all benefits and otherwise
exercise all rights of beneficial ownership of such Tejas Shares (and any and
all Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby
irrevocably appoints Jay W. Van Ert in his capacity as an employee of Tejas
Holding, and any individual who shall thereafter succeed to any such office of
Tejas Holding, and each of them, as the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution and resubstitution, to vote at
any annual or
2
<PAGE> 3
special meeting of Tejas' shareholders or any adjournment or postponement
thereof or otherwise in such manner as each such attorney-in-fact and proxy or
his or her substitute shall in his or her sole discretion deem proper with
respect to, to execute any written consent concerning any matter as each such
attorney-in-fact and proxy or his or her substitute shall in his or her sole
discretion deem proper with respect to, and to otherwise act as each such
attorney-in-fact and proxy or his or her substitute shall in his or her sole
discretion deem proper with respect to all of the Tejas Shares (and any and all
Distributions) tendered hereby and accepted for exchange by Tejas Holding. This
appointment will be effective if and when, and only to the extent that, Tejas
Holding accepts such Tejas Shares for exchange pursuant to the Offer. This power
of attorney and proxy are irrevocable and are granted in consideration of the
acceptance for exchange of such Tejas Shares in accordance with the terms of the
Offer. Such acceptance for exchange shall, without further action, revoke any
prior powers of attorney and proxies granted by the undersigned at any time with
respect to such Tejas Shares (and any and all Distributions), and no subsequent
powers of attorney, proxies, consents or revocations may be given by the
undersigned with respect thereto (and, if given, will not be deemed effective).
Tejas Holding reserves the right to require that, in order for Tejas Shares (or
other Distributions) to be deemed validly tendered, immediately upon Tejas
Holding's acceptance for exchange of such Tejas Shares, Tejas Holding must be
able to exercise full voting, consent and other rights with respect to such
Tejas Shares (and any and all Distributions), including voting at any meeting of
Tejas' shareholders.
The undersigned shareholder hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign and transfer
the Tejas Shares tendered hereby and all Distributions, that the undersigned
owns the Tejas Shares tendered hereby, and that when the same are accepted for
exchange by Tejas Holding, Tejas Holding will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances and the same will not be subject
to any adverse claims. The undersigned shareholder will, upon request, execute
and deliver any additional documents deemed by Tejas Holding to be necessary or
desirable to complete the sale, assignment and transfer of the Tejas Shares
tendered hereby and all Distributions. In addition, the undersigned shareholder
shall remit and transfer promptly to Tejas Holding for the account of Tejas
Holding all Distributions in respect of the Tejas Shares tendered hereby,
accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, Tejas Holding shall be
entitled to all rights and privileges as owner of each such Distribution and may
choose not to exchange the Tejas Shares tendered hereby or may reduce from the
total consideration due, the amount or value of such Distribution as determined
by Tejas Holding in its sole discretion.
EACH OF THE UNDERSIGNED AGREE, REPRESENT AND WARRANT THAT UPON VALID
TENDER OF TEJAS SHARES, THE ONLY CONSIDERATION TO BE PAID TO THE SHAREHOLDER FOR
SUCH TEJAS SHARES SHALL BE THE APPROPRIATE NUMBER OF WESTECH SHARES AND ANY CASH
IN LIEU OF FRACTIONAL WESTECH SHARES.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, successors and
assigns of the undersigned. Except as stated in the Prospectus this tender is
irrevocable.
The undersigned shareholder understands that the valid tender of Tejas
Shares pursuant to the procedures described in "The Exchange Offer -- Procedure
for Tendering" of the Prospectus and in the Instructions hereto will constitute
a binding agreement between the undersigned and Tejas Holding upon the terms and
subject to the conditions of the Offer (and if the Offer is extended or amended,
the terms or conditions of any such extension or amendment). The undersigned
recognizes that under certain circumstances set forth in the Prospectus, Tejas
Holding may not be required to accept for exchange any of the Tejas Shares
tendered hereby.
Unless otherwise indicated under "Special Issuance Instructions,"
please issue the Westech Shares and a check for any cash in lieu of fractional
Westech Shares and return any certificates for Tejas Shares not tendered or not
accepted for exchange in the name(s) of the registered holder(s) appearing above
under "Description of Shares Tendered." Similarly, unless otherwise indicated
under "Special Delivery Instructions," please mail the Westech Shares and a
check for any cash in lieu of fractional Westech Shares and return any
certificates for Tejas Shares not accepted for exchange (and any accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing above under "Description of Shares Tendered."
3
<PAGE> 4
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 6)
To be completed ONLY if the Westech Shares are to be issued in the name
of someone other than the undersigned, if certificates for the Tejas Shares not
tendered or not accepted for exchange are to be issued in the name of someone
other than the undersigned.
Issue check and the share certificate(s) to:
Name(s)
--------------------------------------------------
--------------------------------------------------
(Please Print)
------------------------------------
Address
-------------------------------------------
--------------------------------------------------
(Include Zip Code):
-------------------------------
(Taxpayer Identification or:
Social Security Number)
--------------------------
4
<PAGE> 5
IMPORTANT
SHAREHOLDERS SIGN HERE
Dated: , 2000
------------ --------------------------------------
(Signature(s) of Shareholder(s))
--------------------------------------
(Please Print)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
share certificate(s) or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature is by trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 4.)
Name(s) Address
-------------------------------- -------------------------------------
(See Instruction 4)
-------------------------------- -------------------------------------
(Please Print) (Include Zip Code)
Name of Firm Daytime Telephone Number (Including
Area Code)
-------------------------------- -------------------------------------
Taxpayer Identification or Social
-------------------------------- Security Number
Capacity (Full Title) -------------------------------------
--------------------------------
AGREED TO AND ACCEPTED:
Dated: , 2000 TEJAS SECURITIES GROUP HOLDING COMPANY
----------
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
5
<PAGE> 6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be completed by shareholders of Tejas if Tejas Share
certificates are to be forwarded herewith. For a shareholder to validly tender
Tejas Shares pursuant to the Offer, a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof), together with
any required documents, must be received by Tejas Holding at one of its
addresses set forth herein prior to the Expiration Date and the certificates for
tendered Tejas Shares must be received by Tejas Holding at one of such addresses
prior to the Expiration Date.
The signatures on this Letter of Transmittal cover the Tejas Shares
tendered hereby.
THE METHOD OF DELIVERY OF THE TEJAS SHARES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
SHAREHOLDER. THE TEJAS SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY
RECEIVED BY TEJAS HOLDING. 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 Tejas Shares will be purchased. All tendering shareholders, by
executing this Letter of Transmittal (or a manually signed facsimile thereof),
waive any right to receive any notice of acceptance of their Tejas Shares for
exchange.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Tejas Shares tendered and the
share certificate numbers with respect to such Tejas Shares should be listed on
a separate signed schedule attached hereto.
4. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the Tejas
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Tejas Shares tendered hereby are held of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Tejas 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 share certificate or stock power
is 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 Tejas Holding of the authority of such person so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of
the Tejas Shares listed and transmitted hereby, no endorsements of share
certificates or separate stock powers are required unless payment or
certificates for Tejas Shares not tendered or not accepted for exchange are to
be issued in the name of a person other than the registered holder(s).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Tejas Shares evidenced by certificates listed and
transmitted hereby, the share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the share certificates.
5. STOCK TRANSFER TAXES. Except as otherwise provided in this
Instruction 5, Tejas Holding will pay all stock transfer taxes with respect to
the transfer and sale of any Tejas Shares to it or its order pursuant to the
Offer. If, however, delivery of the consideration in respect of the Offer is to
be made, or (in the circumstances where permitted hereby) if certificates for
Tejas Shares not tendered or not accepted for exchange are to be registered in
the name of, any person other than the registered holder(s), or if tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such other person) payable on
account of the transfer to such other person
6
<PAGE> 7
will be deducted from the overall consideration paid unless evidence
satisfactory to Tejas Holding of the payment of such taxes, or exemption
therefrom, is submitted.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the share certificates evidencing the Tejas
Shares tendered hereby.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If certificates for
Westech Shares and a check for any cash in lieu of fractional Westech Shares are
to be issued in the name of and/or returned to, a person other than the signer
of this Letter of Transmittal or if a check is to be sent, and/or such
certificates are to be returned, to a person other than the signer of this
Letter of Transmittal, or to an address other than that shown above, the
appropriate box on this Letter of Transmittal should be completed.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Prospectus and this Letter of
Transmittal may be directed to Kurt J. Rechner at the address and phone number
on the first page of this Letter of Transmittal.
8. WAIVER OF CONDITIONS. Tejas Holding reserves the absolute right in
its sole discretion to waive, at any time or from time to time, any of the
specified conditions of the Offer (other than the regulatory approvals condition
and the conditions relating to the absence of an injunction or stop order).
9. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Tejas Shares has been lost, destroyed or stolen, the shareholder
should promptly notify Tejas Holding. The shareholder will then be instructed as
to the steps that must be taken in order to replace the share certificate(s).
This Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen share certificates have been
followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY TEJAS HOLDING
PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED TEJAS SHARES
MUST BE RECEIVED BY TEJAS HOLDING PRIOR TO THE EXPIRATION DATE.
7
