<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(D)(1) of the
Securities Exchange Act of 1934
(Amendment No. 1)*
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Mobley Environmental Services, Inc.
(Name of Subject Company [Issuer])
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GAP Capital, L.L.C.
Roger J. Pipes
(Bidders)
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Class A Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
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607419-10-8
(CUSIP Number of Class of Securities)
- --------------------------------------------------------------------------------
Copy To:
Roger J. Pipes Jeffrey M. Sone, Esquire
GAP Capital, L.L.C. Jackson Walker L.L.P.
6310 Lemmon Avenue, Suite 202 901 Main Street, Suite 6000
Dallas, Texas 75209 Dallas, Texas 75202-3797
(214) 350-9070 (214) 953-6000
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
- --------------------------------------------------------------------------------
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$1,431,447 $287.00
* For the purpose of calculating the fee only, this amount assumes the purchase
of 4,259,650 shares of Class A Common Stock and certain shares of Class B Common
Stock that are not subject to the Lock-Up and Voting Agreement of Mobley
Environmental Services, Inc. at $.25 per share as well as 168,000 shares of
Class A Common Stock that may in the future be issued to four individuals
pursuant to agreements dated May 29, 1997.
[X] Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: ...................... $171.00
Form or Registration No.: .................... Schedule 14D-1
Filing Party: ................................ GAP Capital, L.L.C.
Dated Filed: ................................ June 11, 1999
<PAGE>
1) Names of Reporting Persons, I.R.S. Identification Nos. Of Above Persons
(entities only):
GAP Capital, L.L.C.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [ ]
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3) SEC Use Only
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4) Sources of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f)
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6) Citizenship of Place of Organization: Texas.
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7) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,279,508
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8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
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9) Percent of Class Represented by Amount in Row (7): 43.5%
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10) Type of Reporting Person (See Instructions): OO
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<PAGE>
1) Names of Reporting Persons, I.R.S. Identification Nos. Of Above Persons
(entities only):
Roger J. Pipes, individually and as beneficiary of R. J. Pipes Pension
and Profit Sharing Plan and R. J. Pipes Money Purchase Pension Plan
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [ ]
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3) SEC Use Only
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4) Sources of Funds (See Instructions): AF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f)
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6) Citizenship of Place of Organization: United States
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7) Aggregate Amount Beneficially Owned by Each Reporting Person: 24,593
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8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
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9) Percent of Class Represented by Amount in Row (7): .58%
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10) Type of Reporting Person (See Instructions): IN
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<PAGE>
SCHEDULE 14D-1 - AMENDMENT NO. 1
This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
filed with the Securities and Exchange Commission on June 11, 1999 (as amended,
the "Schedule 14D-1") relates to the tender offer by GAP Capital, L.L.C., a
Texas limited liability company (the "Purchaser"), to purchase all outstanding
shares of the Class A common stock, par value $.01 per share (the "Class A
Shares"), of Mobley Environmental Services, Inc., a Delaware corporation (the
"Company"), at a purchase price of $.25 per Class A Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated June 11, 1999 (the "Offer to Purchase"), a
copy of which is attached as Exhibit (a)(1) to the Schedule 14D-1, as
supplemented by the Supplement thereto, dated July 13, 1999 (the "Supplement"),
which is attached as Exhibit (a)(8) hereto and the related Letter of
Transmittal, which is attached as Exhibit (a)(2) to the Schedule 14D-1, which,
together with any amendments or supplements thereto, constitute the "Offer."
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Offer to Purchase, the Supplement and the Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended and supplemented by reference to the
Introduction and Section 1 of the Supplement, which Introduction and Section 1
are incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
Items 2(a)-(d) and (g) are hereby amended and supplemented by reference
to the Introduction and Section 3 of the Supplement, which Introduction and
Section 3 are incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) is hereby amended and supplemented by reference to the
Introduction and Section 5 of the Supplement, which Introduction and Section 5
are incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Items 4(a) and (b) are hereby amended and supplemented by reference to
Section 4 of the Supplement, which Section 4 is incorporated herein by
reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Items 5(a) - (e) are hereby amended and supplemented by reference to
the Introduction and Sections 5 and 6 of the Supplement, which Introduction and
Sections 5 and 6 are incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6(a) and (b) are hereby amended and supplemented by reference to
Section 6 of the Supplement, which Section 6 is incorporated herein by
reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented by reference to the
Introduction and Sections 5 and 6 of the Supplement, which Introduction and
Sections 5 and 6 are incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Item 9 is hereby amended and supplemented by reference to Section 3
of the Supplement, which Section 3 is incorporated herein by reference.
<PAGE>
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the Supplement, which
Supplement is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended to add the following
exhibit:
(a) (8) Supplement to Offer to Purchase, dated July 13, 1999.
(a) (9) Amended Letter of Transmittal.
(a) (10) Amended Letter from Purchaser to Brokers, Dealers, Banks,
Trust Companies and Other Nominees.
(a) (11) Amended Letter from Brokers, Dealers, Banks, Trust Companies
and Other Nominees to Clients.
(a) (12) Amended Notice of Guaranteed Delivery.
(a) (13) Letter regarding Extension of Offer.
(a) (14) Press Release issued by Purchaser regarding Extension of
Offer dated July 13, 1999.
<PAGE>
SIGNATURES
After due 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.
Dated: July 13, 1999
GAP CAPITAL, L.L.C.,
a Texas limited liability company
By: /s/ Roger J. Pipes
------------------------------------
Roger J. Pipes, Manager
/s/ Roger J. Pipes
---------------------------------------
Roger J. Pipes, Manager of GAP Capital,
L.L.C.
<PAGE>
Exhibits:
<TABLE>
<CAPTION>
Exhibit Number Item
- -------------- ----
<S> <C>
(a) (8) Supplement to Offer to Purchase.
(a) (9) Amended Letter of Transmittal.
(a) (10) Amended Letter from Purchaser to Brokers, Dealers,
Banks, Trust Companies and Other Nominees.
(a) (11) Amended Letter from Brokers, Dealers, Banks, Trust
Companies and Other Nominees to Clients.
(a) (12) Amended Notice of Guaranteed Delivery.
(a) (13) Letter regarding Extension of Offer.
(a) (14) Press Release issued by Purchaser regarding Extension of
Offer dated July 13, 1999.
</TABLE>
<PAGE>
SUPPLEMENT TO
THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
MOBLEY ENVIRONMENTAL SERVICES, INC.
AT
$.25 NET PER SHARE
BY
GAP CAPITAL, L.L.C.
ROGER J. PIPES, MANAGER
- ------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, JULY 27, 1999, UNLESS THE OFFER IS EXTENDED.
- ------------------------------------------------------------------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER 2,662,975
CLASS A SHARES (APPROXIMATELY 51% OF THE OUTSTANDING CLASS A SHARES ON A
FULLY DILUTED BASIS EXCLUDING CLASS B SHARES SUBJECT TO THE LOCK-UP AND
VOTING AGREEMENT). THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS.
THE BOARD OF DIRECTORS OF MOBLEY ENVIRONMENTAL SERVICES, INC. (THE
"COMPANY") HAS UNANIMOUSLY APPROVED THE OFFER REFERRED TO HEREIN AND
DETERMINED THAT THE OFFER IS FAIR TO, AND IN THE BEST INTERESTS OF, THE
STOCKHOLDERS OF THE COMPANY AND RECOMMENDS THAT STOCKHOLDERS OF THE COMPANY
ACCEPT THE OFFER AND TENDER THEIR SHARES.
THE PURCHASER DOES NOT CURRENTLY HAVE PLANS TO CASH OUT NON-TENDERING
STOCKHOLDERS BY MERGER, REVERSE SPLIT OR OTHERWISE. AS SUCH, NO ASSURANCE CAN
BE GIVEN TO STOCKHOLDERS OF THE COMPANY WHO DO NOT TENDER ALL OF THEIR CLASS
A SHARES PURSUANT TO THE OFFER THAT ANY ADDITIONAL OPPORTUNITY WILL BE GIVEN
BY THE PURCHASER TO RECEIVE A PAYMENT FROM THE PURCHASER FOR SUCH
NON-TENDERED SHARES.
----------------------
IMPORTANT
Any stockholder desiring to tender all or any portion of such
stockholder's shares of Class A common stock, par value $.01 per share, of
the Company ("Class A Shares") should either (i) complete and sign the Letter
of Transmittal previously circulated with the Offer to Purchase or a
facsimile copy thereof in accordance with the instructions in the Letter of
Transmittal, have such stockholder's signature thereon guaranteed if required
by Instruction 1 to the Letter of Transmittal, mail or deliver the Letter of
Transmittal or such facsimile and any other required documents to the
Depositary and either deliver the certificates for such Class A Shares to the
Depositary along with the Letter of Transmittal or facsimile or deliver such
Class A Shares pursuant to the procedure for book-entry transfer set forth in
Section 2 of the Offer to Purchase or (ii) request such stockholder's broker,
dealer, bank, trust company or other nominee to effect the transaction for
such stockholder. A stockholder having Class A Shares registered in the name
of a broker, dealer, bank, trust company or other nominee must contact such
broker, dealer, bank, trust company or other nominee if such stockholder
desires to tender such Class A Shares.
A stockholder who desires to tender Class A Shares and whose
certificates for such Class A Shares are not immediately available or who
cannot comply in a timely manner with the procedure for book-entry transfer,
or who cannot deliver all required documents to the Depositary prior to the
expiration of the Offer, may tender such Class A Shares by following the
procedure for guaranteed delivery set forth in Section 2 of the Offer to
Purchase, including the Notice of Guaranteed Delivery.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to Purchaser at the address and telephone number set
forth on the back cover of the Offer to Purchase.
<PAGE>
To the Holders of Class A Common Stock of Mobley Environmental Services, Inc.:
INTRODUCTION
The following information amends and supplements the Offer to Purchase,
dated June 11, 1999 (the "Offer to Purchase"), of GAP Capital, L.L.C., a
Texas limited liability company (the "Purchaser"). Pursuant to this
Supplement to the Offer to Purchase (this "Supplement"), the Purchaser has
extended the Expiration Date of the Offer to 12:00 Midnight, New York City
time, on Tuesday, July 27, 1999. The Purchaser is offering to purchase all
outstanding shares of Class A common stock, par value $.01 per share (the
"Class A Shares"), of Mobley Environmental Services, Inc., a Delaware
corporation (the "Company"), at $.25 per share (the "Offer Price"), net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, as amended and supplemented by
this Supplement, and in the Letter of Transmittal (which, together with any
amendment or supplements hereto or thereto, collectively constitute the
"Offer").
Except as otherwise set forth in this Supplement, the terms and
conditions previously set forth in the Offer to Purchase remain applicable in
all respects to the Offer, and this Supplement should be read in conjunction
with the Offer to Purchase. Any statement contained in the Offer to Purchase
shall be deemed to be modified or superseded to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Offer to Purchase and must not be
relied upon by holders of Class A Shares. Unless the context requires
otherwise, capitalized terms used herein but not otherwise defined herein
have the meaning give to such terms in the Offer to Purchase.
Stockholders who have previously validly tendered and not properly
withdrawn their Class A Shares pursuant to the Offer are not required to take
any further action to tender their Class A Shares, except as may be required
by the guaranteed delivery procedure described in Section 2 of the Offer to
Purchase, if such procedure was utilized.
This Supplement should be read in conjunction with the Offer to Purchase
and the Letter of Transmittal, copies of which may be obtained in the manner
set forth on the back cover of the Offer to Purchase. This Supplement, the
Offer to Purchase and the Letter of Transmittal contain important information
which should be read carefully before any decision is made with respect to
the Offer.
1. AMENDED TERMS OF THE OFFER
Section 1 of the Offer to Purchase is hereby amended and supplemented
by the following:
The Purchaser has extended the Expiration Date of the Offer to
12:00 Midnight, New York City time, on Tuesday July 27, 1999 and has
increased the Offer Price by 25% to $.25 per share, net to the seller
in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer.
2. WITHDRAWAL RIGHTS
Section 3 of the Offer to Purchase is hereby amended and supplemented
by the following:
Class A Shares tendered pursuant to the Offer may also be
withdrawn pursuant to the procedures set forth in this Section 3 of
the Offer to Purchase at any time after 60 days from the date of the
commencement of the Offer.
3. CERTAIN INFORMATION CONCERNING THE PURCHASER
Section 9 of the Offer to Purchase is hereby amended and supplement by
the following:
The Purchaser has no assets except that its members have
irrevocably committed to the Purchaser to make capital contributions
to the Purchaser, upon the satisfaction of the Minimum Condition, in
an amount required by the Purchaser to acquire the tendered Class A
Shares pursuant to the Offer, which aggregate Offer Price is estimated
not to exceed approximately $1,431,447 (the "Aggregate Offer Amount"),
and the Investors have advanced and irrevocably committed to the
Purchaser to additionally advance to the Purchaser the funds necessary
to pay fees and expenses related to the Offer, which fees and expenses
are estimated to be approximately $125,000 (the "Estimated
Expenses")(the Aggregate Offer Amount with the Estimated Expenses are
referred to herein as (the "Aggregate Transaction Amount")). The
Purchaser has no liabilities other than transaction expenses, which
have not exceeded the Estimated Expenses. The Manager has certified
<PAGE>
to the Purchaser and provided additional information as requested
to verify that the Manager's net worth exceeds the Aggregate
Transaction Amount and that funds in excess of such Aggregate
Transaction Amount are available to such individual in cash and
marketable securities.
4. SOURCE AND AMOUNT OF FUNDS
Section 10 of the Offer to Purchase is hereby amended and
supplemented by the following:
The total amount of funds required by the Purchaser to acquire
the tendered Class A Shares pursuant to the Offer and to pay fees
and expenses related to the Offer is estimated not to exceed
approximately $1,556,447.
5. CONTACTS WITH THE COMPANY; BACKGROUND OF THE OFFER
Section 11 of the Offer to Purchase is hereby amended and
supplemented by the following:
During the negotiation process, the concept of causing the
Company to become a wholly-owned subsidiary of the Purchaser was
deleted from the transaction proposal and the Purchaser does not
currently have plans to cash out non-tendering stockholders by
merger, reverse split or otherwise. As such, no assurance can be
given to stockholders of the Company that do not tender all of their
Class A Shares pursuant to the Offer that any additional opportunity
will be given by the Purchaser receive a payment from the Purchaser
for such non-tendered shares.
The Company's obligation to file certain reports with the
Commission was suspended on June 4, 1999, upon the Company's filing
of a Form 15. Further, the Company's Class A Shares will be
deregistered 90 days following such filing or on such earlier date
as the Commission may determine. As such, potential buyers and
sellers of the Company's Class A Shares may not have available
current financial and other information about the Company, which may
negatively impact the ability of non-tendering stockholders to later
sell their Class A Shares. In addition, as a result of the
consummation of the Offer, the number of Class A Shares that might
otherwise trade may be reduced, which may have an additional
negative impact on the ability of non-tendering stockholders to
later sell their Class A Shares. Finally, the Company's Class A
Shares may no longer be eligible for trading on the OTC Bulletin
Board as a result of the Company's deregistration with the
Commission of its Class A Shares, potentially resulting in the
absence of any readily available market for the Company's Class A
Shares.
The Company has indicated to the Purchaser that an earn out
payment due to the Company from US Filter Recovery Services
(Southwest), Inc., that was originally estimated to be approximately
$600,000, is now estimated to be approximately $1,679,000 (each
amount being pre-tax and net of applicable commissions).
6. PURPOSE OF THE OFFER; THE TENDER OFFER AGREEMENT; THE LOCK-UP AND
VOTING AGREEMENT; THE WARRANT
Section 12 of the Offer to Purchase is hereby amended and
supplemented by the following:
The Purchaser does not currently have plans to cash out
non-tendering stockholders by merger, reverse split or otherwise. As
such, no assurance can be given to stockholders of the Company who
do not tender all of their Class A Shares pursuant to the Offer that
any additional opportunity will be given by the Purchaser to receive
a payment from the Purchaser for such non-tendered shares.
The Company's obligation to file certain reports with the
Commission was suspended on June 4, 1999, upon the Company's filing
of a Form 15. Further, the Company's Class A Shares will be
deregistered 90 days following such filing or on such earlier date
as the Commission may determine. As such, potential buyers and
sellers of the Company's Class A Shares may not have available
current financial and other information about the Company, which may
negatively impact the ability of non-tendering stockholders to later
sell their Class A Shares. In addition, as a result of the
consummation of the Offer, the number of Class A Shares that might
otherwise trade may be reduced, which may have an additional
negative impact on the ability of non-tendering stockholders to
later sell their Class A Shares. Finally, the Company's Class A
Shares may no longer be eligible for trading on the OTC Bulletin
Board as a result of the Company's deregistration with the
<PAGE>
Commission of its Class A Shares, potentially resulting in the absence
of any readily available market for the Company's Class A Shares.
7. CERTAIN CONDITIONS OF THE OFFER
Section 14 of the Offer to Purchase is hereby amended and
supplemented by replacing the first paragraph of such section prior to the
enumerated items with the following language:
Notwithstanding any other provisions of the Offer, the
Purchaser will not be required to accept for payment or (subject to
any applicable rules and regulations of the Commission, including
Rule 14e-1(c) relating to the obligation of the Purchaser to pay for
or return tendered Class A Shares promptly after the termination or
withdrawal of the Offer) to pay for tendered Class A Shares, or may
terminate or amend the Offer as provided in the Tender Offer
Agreement, or may postpone the acceptance for payment of, or payment
for, tendered Class A Shares (whether or not any other tendered
Class A Shares have been accepted for payment or paid for pursuant
to the Offer): (i) if prior to the expiration of the Offer the
Minimum Condition has not been satisfied; or (ii) if prior to the
expiration of the Offer any of the following occurs:
EXCEPT AS AMENDED AND SUPPLEMENTED HEREBY, ALL PROVISIONS OF THE OFFER TO
PURCHASE REMAIN UNAFFECTED AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION
WITH THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL.
GAP CAPITAL, L.L.C.
<PAGE>
The Letter of Transmittal, certificates for Class A Shares and any other
required documents should be sent or delivered by each stockholder of the
Company or such stockholder's broker, dealer, bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER IS:
BankBoston, N.A.
<TABLE>
<CAPTION>
<S> <C> <C>
BY OVERNIGHT COURIER: BY MAIL DELIVERY: BY HAND:
BankBoston N.A. BankBoston, N.A. Securities Transfer and
c/o EquiServe c/o EquiServe Reporting Services, Inc.
Corporate Actions Corporate Actions c/o EquiServe
150 Royall Street, MS 45-01-40 P.O. Box 8029 100 William Street, Galleria
Canton, MA 02021 Boston, MA 02266-8029 New York, NY 10038
</TABLE>
FOR INFORMATION:
Call (781) 575-3120
Questions and requests for assistance or for additional copies of this
Supplement to the Offer to Purchase, the Offer to Purchase, the Letter of
Transmittal and the Notice of Guaranteed Delivery may be directed to the
Purchaser at the telephone numbers and location listed below. You may also
contact your broker, dealer, bank, trust company or other nominee for
assistance concerning the Offer.
GAP Capital, L.L.C.
6310 Lemmon Avenue, Suite 202
Dallas, Texas 75209
(214) 350-9070
Attn: Roger J. Pipes, its Manager
2275482-Supplement to Offer to Purchase
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF CLASS A COMMON STOCK
OF
MOBLEY ENVIRONMENTAL SERVICES, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 11, 1999,
AS SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO
PURCHASE DATED JULY 13, 1999
BY
GAP CAPITAL, L.L.C.
ROGER J. PIPES, MANAGER
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT NEW YORK CITY
TIME ON TUESDAY, JULY 27, 1999, UNLESS EXTENDED
- -------------------------------------------------------------------------------
THE DEPOSITARY:
BankBoston, N.A.
<TABLE>
<CAPTION>
BY OVERNIGHT COURIER: BY MAIL DELIVERY: BY HAND:
<S> <C> <C>
BankBoston N.A. BankBoston N.A. Securities Transfer and
c/o EquiServe c/o EquiServe Reporting Services, Inc.
Corporate Actions Corporate Actions c/o EquiServe
150 Royall Street, MS 45-01-40 P.O. Box 8029 100 William Street, Galleria
Canton, MA 02021 Boston, MA 02266-8029 New York, NY 10038
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used either if certificates are
to be forwarded herewith or, unless an Agent's Message (as defined Section on
2 of the Offer to Purchase) is utilized, if delivery of Class A Shares (as
defined below) is to be made by book-entry transfer to an account maintained
by the Depositary at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 2 of the Offer to
Purchase. Stockholders who deliver Class A Shares by book-entry transfer are
referred to herein as "Book-Entry Stockholders" and other stockholders are
referred to herein as "Certificate Stockholders." Stockholders whose
certificates for Class A Shares are not immediately available or who cannot
deliver either the certificates for, or a Book-Entry Confirmation (as defined
in Section 2 of the Offer to Purchase) with respect to, their Class A Shares
and all other documents required hereby to the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must
tender their Class A Shares in accordance with the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase. See Instruction 2.
/ / CHECK HERE IF TENDERED CLASS A SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY
PARTICIPANTS IN BOOK-ENTRY TRANSFER FACILITY MAY DELIVER CLASS A SHARES
BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution
-----------------------------------------
Account Number
--------------------------------------------------------
Transaction Code Number
-----------------------------------------------
/ / CHECK HERE IF TENDERED CLASS A SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
1
<PAGE>
Name(s) of Registered Owner(s)
----------------------------------------
Window Ticket Number (if any)
-----------------------------------------
Date of Execution of Notice of Guaranteed Delivery
--------------------
Name of Institution That Guaranteed Delivery
-------------------------
Account Number
--------------------------------------------------------
Transaction Code Number
-----------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CLASS A SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON CLASS A SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ------------------------------------------------------------------- ---------------------- --------------------- -------------------
TOTAL NUMBER OF
CLASS A SHARES
CERTIFICATE REPRESENTED BY NUMBER OF CLASS A
NUMBER(S)(1) CERTIFICATE(S)(1) SHARES TENDERED (2)
---------------------- --------------------- -------------------
<S> <C> <C> <C>
---------------------- --------------------- -------------------
---------------------- --------------------- -------------------
---------------------- --------------------- -------------------
---------------------- --------------------- -------------------
---------------------- --------------------- -------------------
TOTAL CLASS A SHARES
- ------------------------------------------------------------------- ---------------------- --------------------- -------------------
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Class A Shares described above are being tendered. See Instruction 4.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to GAP Capital, L.L.C., a Texas
limited liability company (the "Purchaser"), the above described shares of
Class A common stock, par value $.01 per share (collectively, the "Class A
Shares"), of Mobley Environmental Services, Inc., a Delaware corporation (the
"Company"), pursuant to the Purchaser's offer to purchase all outstanding
Class A Shares at a price of $.25 per Class A Share, net to the seller in
cash, without interest, in accordance with the terms and conditions of the
Purchaser's Offer to Purchase dated June 11, 1999 (the "Offer to Purchase"),
the Supplement to the Offer to Purchase dated July 13, 1999 (the
"Supplement") and this Letter of Transmittal (which, together with any
amendments or supplements thereto or hereto, collectively constitute the
"Offer"), receipt of which is hereby acknowledged.
Upon the terms of the Offer, subject to, and effective upon,
acceptance for payment of, and payment for, the Class A Shares tendered
herewith in accordance with the terms of the Offer (including, if the Offer
is extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon
the order of, the Purchaser all right, title and interest in and to all the
Class A Shares that are being tendered hereby (and any and all other Class A
Shares or other securities or rights issued or issuable in respect of such
Class A Shares on or after June 4, 1999) and irrevocably constitutes and
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Class A Shares (and any such other Class A
Shares or securities or rights), with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver certificates for such Class A Shares (and any such
other Class A Shares or securities or rights) or transfer ownership of such
Class A Shares (and any such other Class A Shares or securities or rights) on
the account books maintained by the Book-Entry Transfer Facility together, in
any such case, with all accompanying evidences of transfer and authenticity
to, or upon the order of, the Purchaser, (b) present such Class A Shares (and
any such other Class A Shares or securities or rights) for transfer on the
Company's books and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Class A Shares (and any such other
Class A Shares or securities or rights), all in accordance with the terms of
the Offer.
All authority conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives
of the undersigned and shall not be affected by, and shall survive, the death
or incapacity of the undersigned. Except as stated in the Offer to Purchase,
this tender is irrevocable.
2
<PAGE>
The undersigned hereby irrevocably appoints Roger J. Pipes, in his
capacity as sole manager of the Purchaser, and any individual who shall
hereafter succeed to such office of Purchaser, and each of them, and any
other designees of the Purchaser, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote at any annual,
special or adjourned meeting of the Company's stockholders or otherwise in
such manner as each such attorney and proxy or his substitute shall in his
sole discretion deem proper with respect to, to execute any written consent
concerning any matter as each such attorney and proxy or his substitute shall
in his sole discretion deem proper with respect to, and to otherwise act as
each such attorney and proxy or substitute shall in his sole discretion deem
proper with respect to, all the Class A Shares tendered hereby that have been
accepted for payment by the Purchaser prior to the time any such action is
taken and with respect to which the undersigned is entitled to vote (and with
respect to any and all other Class A Shares or other securities or rights
issued or issuable in respect of such Class A Shares on or after June 4,
1999). This appointment is effective when, and only to the extent that, the
Purchaser accepts for payment such Class A Shares as provided in the Offer to
Purchase. This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such Class A Shares in
accordance with the terms of the Offer. Such acceptance for payment shall,
without further action, revoke all prior powers of attorney and proxies
appointed by the undersigned at any time with respect to such Class A Shares
(and any such other Class A Shares or securities or rights) and no subsequent
powers of attorney or proxies will be appointed by the undersigned, or be
effective, with respect thereto.
The undersigned understands that the valid tender of Class A Shares
pursuant to any one of the procedures described in Section 2 of the Offer to
Purchase and in the Instructions hereto will constitute a binding agreement
between the undersigned and the Purchaser upon the terms and subject to the
conditions of the Offer.
Unless otherwise indicated herein under "Special Payment
Instructions," please issue the check for the purchase price and/or return
any certificates for Class A Shares not tendered or accepted for payment in
the name(s) of the registered holder(s) appearing under "Description of Class
A Shares Tendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price and/or
return any certificates for Class A Shares not tendered or accepted for
payment (and accompanying documents, as appropriate) to the address(es) of
the registered holder(s) appearing under "Description of Class A Shares
Tendered." In the event that both the Special Delivery Instructions and the
Special Payment Instructions are completed, please issue the check for the
purchase price and/or return any certificates for Class A Shares not tendered
or accepted for payment (and any accompanying documents, as appropriate) in
the name of, and deliver such check and/or return such certificates (and any
accompanying documents, as appropriate) to, the person or persons indicated.
The undersigned recognizes that the Purchaser has no obligation pursuant to
the Special Payment Instructions to transfer any Class A Shares from the name
of the registered holder thereof if the Purchaser does not accept for payment
any of the Class A Shares so tendered.
3
<PAGE>
- ------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Class A Shares not tendered or
not accepted for payment and/or the check for the purchase price of Class A
Shares accepted for payment are to be issued in the name of someone other
than the undersigned, or if Class A Shares delivered by book-entry transfer
that are not accepted for payment are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than the account
indicated above.
Issue check and/or certificate(s) to:
Name
-------------------------------------------------------------------------
(PLEASE PRINT)
Address
----------------------------------------------------------------------
- ------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Class A Shares not tendered or
not accepted for payment and/or the check for the purchase price of Class A
Shares accepted for payment are to be sent to someone other than the
undersigned or to the undersigned at an address other than that indicated
above.
Issue check and/or certificates to:
Name
-------------------------------------------------------------------------
(PLEASE PRINT)
Address
----------------------------------------------------------------------
- ------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------------------------------
4
<PAGE>
- ------------------------------------------------------------------------------
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(SIGNATURE(S) OF STOCKHOLDER(S))
Dated: , 1999
-----------------------------------------------
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Class A Shares or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 5.)
Name(s)
----------------------------------------------------------------------
- ------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
--------------------------------------------------------
Address
----------------------------------------------------------------------
- ------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.
--------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED - SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
---------------------------------------------------------
Name:
------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm
-----------------------------------------------------------------
Address
----------------------------------------------------------------------
- ------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.
--------------------------------------------------
Dated: , 1999
--------------------------------------
- ------------------------------------------------------------------------------
5
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURE. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a bank,
broker, dealer, credit union, savings association or other entity that is a
member in good standing of a recognized Medallion Program approved by The
Securities Transfer Association Inc. (each such entity an "Eligible
Institution"). No signature guarantee is required on this Letter of
Transmittal (a) if this Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this document, shall include any
participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Class A Shares) of Class A Shares
tendered herewith, unless such holder(s) has completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the reverse hereof, or (b) if such Class A Shares are
tendered for the account of an Eligible Institution. See Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by stockholders either if certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if delivery of Class A Shares is to be
made pursuant to the procedures for book-entry transfer set forth in Section
2 of the Offer to Purchase. For a stockholder validly to tender Class A
Shares pursuant to the Offer, either (a) a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees (or an Agent's Message) and any other required
documents, must be received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date and either (i) certificates for
tendered Class A Shares must be received by the Depositary at one of such
addresses prior to the Expiration Date or (ii) Class A Shares must be
delivered pursuant to the procedures for book-entry transfer set forth herein
and a Book-Entry Confirmation must be received by the Depositary prior to the
Expiration Date or (b) the tendering stockholder must comply with the
guaranteed delivery procedures set forth below and in Section 2 of the Offer
to Purchase.
Stockholders whose certificates for Class A Shares are not immediate
available or who cannot deliver their certificates and all other required
documents to the Depositary or complete the procedures for book-entry
transfer prior to the Expiration Date may tender their Class A Shares by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedures set forth Section 2 of the
Offer to Purchase. Pursuant to such procedures, (a) such tender must be made
by or through an Eligible Institution, (b) a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form provided by
the Purchaser must be received by the Depositary prior to the Expiration Date
and (c) the certificates for all physically delivered Class A Shares or a
Book-Entry Confirmation with respect to all tendered Class A Shares, as well
as a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within three
New York Stock Exchange, Inc. trading days after the date of execution of the
Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF CLASS A SHARES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
STOCKHOLDER. 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 Class A Shares will be purchased. All tendering stockholders,
by execution of this Letter of Transmittal (or facsimile thereof), waive any
right to receive any notice of the acceptance of their Class A Shares for
payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Class A Shares should be listed on a
separate schedule attached hereto.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE STOCKHOLDERS ONLY). If
fewer than all the Class A Shares evidenced by any certificate submitted are
to be tendered, fill in the number of Class A Shares that are to be tendered
in the box entitled "Number of Class A Shares Tendered." In any such case,
new certificate(s) for the remainder of the Class A Shares that were
evidenced by the old certificate(s) will be sent to the registered holder,
unless otherwise provided in the appropriate box on this Letter of
Transmittal as soon as practicable after the expiration of the Offer. All
Class A Shares represented by certificates delivered to the Depositary will
be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTERS OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder of the Class
A Shares tendered hereby, the signature must correspond with the name written
on the face of the certificate(s) without any change whatsoever.
If any of the Class A Shares tendered hereby are owned of record by two
or more joint owners, such owners must sign this Letter of Transmittal.
6
<PAGE>
If any tendered Class A Shares are registered in different names on
several certificates, it be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
the Class A Shares listed and transmitted hereby, no endorsements of
certificates or separate stock powers are required unless payment is to be
made to or certificates for Class A Shares not tendered or accepted for
payment are to be issued to a person other than the registered holder(s).
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of certificates listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates. Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. The Purchaser will pay any stock transfer taxes
with respect to the transfer and sale of Class A Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be
made to, or if certificates for Class A Shares not tendered or accepted for
payment are to be registered in the name of, any persons 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 person) payable on account of the transfer to such person
will be deducted from the purchase price unless satisfactory evidence of the
payment of such taxes or exemption therefrom is submitted.
EXCEPT PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER
OF TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or certificates for Class A Shares not tendered or not
accepted for payment are to be 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 boxes on this Letter of Transmittal should be completed.
8. WAIVER OF CONDITIONS. Subject to the terms of the Offer, the
Purchaser reserves the absolute right in its sole discretion to waive any of
the specified conditions of the Offer, in whole or in part, in the case of
any Class A Shares tendered.
9. 31% BACKUP WITHHOLDING. Under U.S. Federal income tax law, a
stockholder whose tendered Class A Shares are accepted for payment is
required to provide the Depositary with such stockholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Depositary
is not provided with the correct TIN, the Internal Revenue Service may
subject the stockholder or other payee to a $50 penalty. In addition,
payments that are made to such stockholder or other payee with respect to
Class A Shares purchased pursuant to the Offer may be subject to a 31% backup
withholding.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, the stockholder must submit a Form W-8, signed under
penalties of perjury, attesting to that individual's exempt status. A Form
W-8 can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
more instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any payments made to the stockholder or other payee with respect to
Class A Shares purchased pursuant to the Offer. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld, provided that the
required information is given to the Internal Revenue Service. If withholding
results in an overpayment of taxes, a refund may be obtained from the
Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is
checked, the stockholder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Even if the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depository will
withhold 31% on all payments made prior to the time a properly certified TIN
is provided to the Depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the Depositary within 60 days.
7
<PAGE>
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Class A Shares or of the last transferee appearing on the transfers attached
to, or endorsed on, the Class A Shares. If the Class A Shares are in more
than one name or are not in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which TIN to report.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
additional copies of the Offer to Purchase, the Supplement, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 should
be directed to the Information Agent at its address set forth below.
Questions or requests for assistance may also be directed to the Information
Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR FACSIMILE COPY THEREOF
(TOGETHER WITH CERTIFICATES FOR, OR A BOOK-ENTRY CONFIRMATION WITH RESPECT
TO, TENDERED CLASS A SHARES WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE
EXPIRATION DATE.
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN Social Security Number OR
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY Employer Identification Number
BY SIGNING AND DATING BELOW.
Department of the Treasury
Internal Revenue Service --------------------------------------
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
------------------------------------------------------------------------------------------
PART 2 - CERTIFICATION - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued for me) and
(2) I am not subject to backup withholding either because: (a) I am exempt from backup
withholding or (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to the backup withholding as a result of a failure to
report all interest or dividends or (c) the IRS has notified me that I am no
longer subject to backup withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
PART 3: Awaiting TIN / /
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have been notified by the IRS that you are currently
subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you are subject to backup withholding, you received another notification from IRS that you are no longer
subject to backup withholding, do not cross out such item (2).
SIGNATURE DATE
-------------------------------------------------- -------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
8
<PAGE>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered
an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld,
but that such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
Signature Date
----------------------------------------- --------------------
Questions and requests for assistance or additional copies of the Offer
to Purchase, this Letter of Transmittal and other tender offer materials may
be directed to the Purchaser as set, forth below.
GAP Capital, L.L.C.
6310 Lemmon Avenue, Suite 202
Dallas, Texas 75209
(214) 350-9070
Attn: Roger J. Pipes, its Manager
9
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
MOBLEY ENVIRONMENTAL SERVICES, INC.
AT
$.25 NET PER SHARE
BY
GAP CAPITAL, L.L.C.
ROGER J. PIPES, MANAGER
- -------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JULY 27, 1999, UNLESS
THE OFFER IS EXTENDED.
- -------------------------------------------------------------------------------
July 13, 1999
To Brokers, Dealers, Banks,
Trust Companies and Other Nominees:
We are enclosing the materials listed below in connection with the
offer by GAP Capital, L.L.C., a Texas limited company (the "Purchaser"), to
purchase all outstanding shares of Class A common stock, par value $.01 per
share (the "Class A Shares"), of Mobley Environmental Services, Inc., a
Delaware corporation (the "Company"), at $.25 per Class A Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase dated June 11, 1999 (the "Offer
to Purchase"), the Supplement to the Offer to Purchase dated July 13, 1999
(the "Supplement") and the related Letter of Transmittal (which, together with
any supplements or amendments thereto, collectively constitute the "Offer").
Please furnish copies of the enclosed materials to those of your
clients for whom you hold Class A Shares registered in your name or in the
name of your nominee. Enclosed herewith are copies of the following documents:
1. Supplement;
2. Amended Letter of Transmittal to be used by stockholders of
the Company accepting the Offer;
3. An amended printed form of letter that may be sent to your
clients for whose account you hold Class A Shares in your name or in
the name of a nominee, with space provided for obtaining such client's
instructions with regard to the Offer;
4. Amended Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JULY 27, 1999, UNLESS EXTENDED.
The Board of Directors of the Company has unanimously approved the
Offer and determined that the Offer is fair to, and in the best interests of,
the stockholders of the Company and recommends that stockholders of the
Company accept the Offer and tender their Class A Shares.
The Offer is being made pursuant to the Tender Offer Agreement dated
as of June 4, 1999 (the "Tender Offer Agreement"), among the Purchaser and
the Company pursuant to which, following the consummation of the Offer and
1
<PAGE>
the satisfaction or waiver of conditions, the Purchaser shall be entitled to
designate a certain number of directors on the Company's Board of Directors,
depending on the number of Class A Shares the Purchaser acquires pursuant to
the Offer, as more fully described in the Offer to Purchase.
In order to accept the Offer, a duly executed and properly completed
Letter of Transmittal with any required signature guarantees, or an Agent's
Message (as defined the Offer to Purchase) in connection with a book-entry
delivery of shares, and any other required documents should be sent to the
Depositary and either Class A Share certificates representing the tendered
Class A Shares should be delivered to the Depositary, or such Class A Shares
should be tendered by book-entry transfer into the Depositary's account
maintained at the Book-Entry Transfer Facility (as described in Section 2 of
the Offer to Purchase), all in accordance with the instructions set forth in
the Letter of Transmittal and the Offer to Purchase.
If holders of Class A Shares wish to tender, but it is impracticable
for them to forward their Class A Share certificates or other required
documents on or prior to the Expiration Date or comply with the book-entry
transfer procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures specified in Section 2 of the Offer to
Purchase.
The Purchaser will not pay any fees or commissions to any broker or
dealer or other person in connection with the solicitation of tenders of
Class A Shares pursuant to the Offer. You will be reimbursed upon request for
customary mailing and handling expenses incurred by you in forwarding the
enclosed offering materials to your customers.
Questions and requests for additional copies of the enclosed
material may be directed to the Purchaser at the address and telephone number
set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
GAP CAPITAL, L.L.C.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER
YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER OR THE DEPOSITARY OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF
THEM WITH RESPECT TO THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
2
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
MOBLEY ENVIRONMENTAL SERVICES, INC.
AT
$.25 NET PER SHARE
BY
GAP CAPITAL, L.L.C.
ROGER J. PIPES, MANAGER
- -------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JULY 27, 1999, UNLESS
THE OFFER IS EXTENDED.
- -------------------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration is the Supplement, dated July 13,
1999 (the "Supplement"), to the Offer to Purchase dated June 11, 1999 (the
"Offer to Purchase") and a related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer") relating to an offer by GAP Capital, L.L.C., a Texas limited
liability company (the "Purchaser"), to purchase all outstanding shares of
Class A common stock, par value $.01 per share (the "Class A Shares"), of
Mobley Environmental Services, Inc., a Delaware corporation (the "Company"),
at $.25 per Class A Share, net to the seller in cash, without interest, upon
the terms and subject to the conditions set forth in the Offer.
WE ARE THE HOLDER OF RECORD OF CLASS A SHARES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF SUCH CLASS A SHARES CAN BE MADE ONLY BY US AS THE HOLDER
OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER CLASS
A SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all
the Class A Shares held by us for your account, pursuant to the terms and
conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $.25 per Class A Share, net to the
seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer.
2. The Board of Directors of the Company has unanimously
approved the Offer and determined that the Offer is fair to, and in
the best interests of, the stockholders of the Company and
recommends that the stockholders of the Company accept the Offer and
tender their Class A Shares.
3. The Offer is being made for all outstanding Class A Shares.
4. The Offer is being made pursuant to the Tender Offer
Agreement dated as of June 4, 1999 (the "Tender Offer Agreement"),
among the Purchaser and the Company pursuant to which, following the
consummation of the Offer and the satisfaction or waiver of certain
conditions, the Purchaser shall be entitled to designate a certain
number of directors on the Company's Board of Directors, depending
on the number of Class A Shares the Purchaser acquires pursuant to
the Offer, as more fully described in the Offer to Purchase and
Supplement.
5. In connection with the execution of the Tender Offer
Agreement, certain holders of the Class B Shares
1
<PAGE>
have entered into a lock-up and voting agreement with the Purchaser
(the "Lock-Up and Voting Agreement"), pursuant to which such
stockholders have agreed to vote any and all of their Class A Shares
and Class B Shares in favor of a 50,000 to 1 reverse stock split of
the Class A Shares and Class B Shares (the "Reverse Split") in the
event such a Reverse Split is to be voted on or otherwise approved
at a meeting of holders of Class A Shares or Class B Shares and have
agreed not to tender shares pursuant to the Offer.
6. In order to induce the Purchaser to enter into the Tender
Offer Agreement, simultaneously with the execution of the Tender
Offer Agreement, the Company issued to Purchaser a warrant (the
"Warrant"), pursuant to which the Company granted to the Purchaser
an option to acquire a certain number of Class A Shares and Class B
Shares upon the occurrence of certain events and in accordance with
certain terms and conditions set forth in the Warrant.
7. The Offer is conditioned upon, among other things, there
being validly tendered and not withdrawn prior to the expiration of
the Offer 2,662,975 Class A Shares.
8. The Offer and withdrawal rights will expire at 12:00
Midnight, New York City time, on Tuesday, July 27, 1999, unless the
Offer is extended by the Purchaser. In all cases, payment for Class
A Shares accepted for payment pursuant to the Offer will be made
only after timely receipt by the Depositary of certificates for such
Class A Shares (or timely Book-Entry Confirmation of a transfer of
such Class A Shares as described in Section 2 of the Offer to
Purchase), a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) or an Agent's Message (as defined
in the Offer to Purchase) in connection with a book-entry delivery
and any other documents required by the Letter of Transmittal.
9. The Purchaser will pay any stock transfer taxes with
respect to the transfer and sale of Class A Shares to it or its
order pursuant to the Offer, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any of or all your Class A Shares,
please so instruct us by completing, executing, detaching and returning to us
the instruction form set forth below. An envelope to return your instructions
to us is enclosed. If you authorize tender of your Class A Shares, all such
Class A Shares will be tendered unless otherwise specified below. Your
instructions to us should be forwarded promptly to permit us to submit a
tender on your behalf prior to the expiration of the Offer.
The Offer is not being made to, nor will tenders be accepted from or
on behalf of, holders of Class A Shares in any jurisdiction in which the
making or acceptance of the Offer would not be in compliance with the laws of
such jurisdiction.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
MOBLEY ENVIRONMENTAL SERVICES, INC.
The undersigned acknowledges receipt of your letter enclosing the
Supplement, dated July 13, 1999 (the "Supplement"), to the Offer to Purchase
dated June 11, 1999, of GAP CAPITAL, L.L.C., a Texas limited liability
company and the related Letter of Transmittal relating to shares of Class A
common stock, par value $.01 per share (the "Class A Shares"), of Mobley
Environmental Services, Inc., a Delaware corporation.
This will instruct you to tender the number of Class A Shares
indicated below held by you for the account of the undersigned on the terms
and conditions set forth in such Offer to Purchase, Supplement and the related
Letter of Transmittal.
Dated: , 1999
-----------------------
- ----------------------------------------
NUMBER OF CLASS A SHARES TO BE TENDERED*
CLASS A SHARES
- ----------------------------------------
----------------------------------------
----------------------------------------
SIGNATURE(S)
----------------------------------------
----------------------------------------
PLEASE PRINT NAME(S)
----------------------------------------
----------------------------------------
ADDRESS (INCLUDE ZIP CODE)
----------------------------------------
----------------------------------------
AREA CODE AND TELEPHONE NO.
----------------------------------------
----------------------------------------
TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.
- ----------------
*Unless otherwise indicated, it will be assumed that all your Class A Shares
are to be tendered.
3
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF CLASS A COMMON STOCK
OF
MOBLEY ENVIRONMENTAL SERVICES, INC
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
As set forth in Section 2 of the Offer to Purchase (as defined below),
this form or one substantially equivalent hereto must be used to accept the
Offer (as defined below) if certificates representing shares of Class A common
stock, par value $.01 per share (the "Class A Shares"), of Mobley Environmental
Services, Inc., a Delaware corporation (the "Company"), are not immediately
available or if the procedures for book-entry transfer cannot be completed on a
timely basis or time will not permit all required documents to reach the
Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase). Such form may be delivered by hand or transmitted by telegram or
facsimile transmission or mailed to the Depositary and must include a guarantee
by an Eligible Institution (as defined in Section 2 of the Offer to Purchase).
See Section 2 of the Offer to Purchase.
THE DEPOSITARY:
BankBoston, N.A.
<TABLE>
<CAPTION>
BY OVERNIGHT COURIER: BY MAIL DELIVERY: BY HAND:
<S> <C> <C>
BankBoston N.A. BankBoston, N.A. Securities Transfer and
c/o EquiServe c/o EquiServe Reporting Services, Inc.
Corporate Actions Corporate Actions c/o EquiServe
150 Royall Street, MS 45-01-40 P.O. Box 8029 100 William Street, Galleria
Canton, MA 02021 Boston, MA 02266-8029 New York, NY 10038
</TABLE>
BY FACSIMILE:
(781) 575-2233
CONFIRMATION BY TELEPHONE:
(781) 575-3120
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
This form is not be used to guarantee signatures. If a signature on
a Letter of Transmittal is required to be guaranteed by an Eligible
Institution under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
1
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to GAP Capital, L.L.C., a Texas
limited liability company (the "Purchaser"), upon the terms and subject to
the conditions set forth in the Purchaser's Offer to Purchase dated June 11,
1999 (the "Offer to Purchase"), the Supplement to the Offer to Purchase dated
July 13, 1999 (the "Supplement") and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"), receipt of which is hereby acknowledged, Class A
Shares pursuant to the guaranteed delivery procedures set forth in Section 2
of the Offer to Purchase.
<TABLE>
<S> <C>
Number of Class A Shares: If Class A Shares will be tendered by book-entry transfer,
---------------------
Name(s) of Record Holder(s): Account Number:
------------------- -----------------------------------------
Signature(s):
- ------------------------------------------------ --------------------------------------------
(PLEASE PRINT)
----------------------------------------------------------
Certificate Nos. (if available): Dated:
---------------------------------------------------
- ------------------------------------------------
- ------------------------------------------------
Address(es):
-----------------------------------
- ------------------------------------------------
ZIP CODE
Area Code and Tel. No.:
------------------------
</TABLE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a commercial bank or trust company or savings
institution having an office or correspondent in the United States or a
member firm of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc., hereby guarantees to
deliver to the Depositary either the certificates representing the Class A
Shares tendered hereby, in proper form for transfer, or a Book-Entry
Confirmation (as defined in Section 2 of the Offer to Purchase) of a transfer
of such Class A Shares, in any such case together with a properly completed
and duly executed Letter of Transmittal, or a manually signed facsimile
thereof, with any required signature guarantees or an Agent's Message, and
any other documents required by the Letter to Transmittal within three New
York Stock Exchange, Inc. trading days after the date hereof.
Name of Firm:
----------------------- -------------------------------------
(AUTHORIZED SIGNATURE)
Address:
----------------------------
Title:
------------------------------
- -------------------------------------
ZIP CODE Dated:
------------------------------
Area Code and Tel. No.:
--------------
NOTE: DO NOT SEND CERTIFICATES FOR CLASS A SHARES WITH THIS NOTICE. CLASS A
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
2
<PAGE>
July 13, 1999
Mobley Environmental Services, Inc.
111 Congress Avenue, Suite 1400
Austin, Texas 78701
Attention: John Mobley
Re: Extension of the Offer
Dear John:
GAP Capital, L.L.C. (the "Purchaser") exercises its right under Section 1.1
of the Tender Offer Agreement dated June 4, 1999 (the "Tender Offer
Agreement") between the Purchaser and Mobley Environmental Services, Inc. to
extend the Expiration Date of the Offer to 12:00 Midnight, New York City
time, on Tuesday, July 27, 1999.
Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Tender Offer Agreement.
Sincerely,
GAP CAPITAL, L.L.C.
By: /s/ Roger J. Pipes
-----------------------------------
Roger J. Pipes, Manager
cc: Howard Rose
Brown McCarroll & Oaks Hartline
111 Congress Avenue, Suite 1400
Austin, Texas 78701
<PAGE>
NEWS RELEASE
- ------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
CONTACTS:
Roger J. Pipes
Manager
GAP Capital, L.L.C.
(214) 350-9070
GAP CAPITAL, L.L.C. EXTENDS TENDER OFFER FOR
MOBLEY ENVIRONMENTAL SERVICES, INC.
DALLAS, TEXAS -- July 13, 1999 -- GAP Capital, L.L.C. today announced that it
has extended its tender offer for all outstanding shares of Class A common
stock of Mobley Environmental Services, Inc. (OTC:MBLYA) to 12:00 Midnight,
New York City time, on Tuesday, July 27, 1999 and has increased its offer
price by 25% to $.25 per share. The approximate number of Class A shares
tendered pursuant to the tender offer to date is 2,830,774 Class A shares,
which represents approximately 66.5% of the Class A shares outstanding. The
increased offer price is available to all tendering stockholders, and
stockholders that have previously validly tendered and not properly withdrawn
their shares need not take any additional action to tender their shares
(except as may be required by guaranteed delivery procedures, if such
procedure was used).
GAP Capital, L.L.C., based in Dallas, Texas, is a Texas limited liability
company organized to acquire shares of Mobley and has not conducted any
unrelated activities since its organization.
Mobley Environmental Services, Inc., based in Austin, Texas, has had no
operating assets since the sale of its oil field services business and
hydrocarbon recovery and recycling business in 1997.
