-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBfgAOQQHTB8m5XdeFLkvqTyv2UnRxAhVgGiFN/WeSLYSkx+Nr41sVXqWXZfAcJm ew7iJL/dwu46zoG0naXwGA== 0001180343-03-000006.txt : 20030123 0001180343-03-000006.hdr.sgml : 20030123 20030123160937 ACCESSION NUMBER: 0001180343-03-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAMBORIL CIGAR CO CENTRAL INDEX KEY: 0001028153 STANDARD INDUSTRIAL CLASSIFICATION: TOBACCO PRODUCTS [2100] IRS NUMBER: 650774638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-54375 FILM NUMBER: 03522550 BUSINESS ADDRESS: STREET 1: 111 S W 3RD SUITE 701 CITY: MIAMI BEACH STATE: FL ZIP: 33130 BUSINESS PHONE: 3056533201 MAIL ADDRESS: STREET 1: 111 S W 3RD SUITE 701 CITY: MIAMI BEACH STATE: FL ZIP: 33130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FONNER SALLY A CENTRAL INDEX KEY: 0001085768 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1407 NORTH FORT HARRISON AVENUE STREET 2: SUITE H CITY: CLEARWATER STATE: FL ZIP: 33755 BUSINESS PHONE: 7274698691 MAIL ADDRESS: STREET 1: 1612 N OSCEOLA AVE CITY: CLEARWATER STATE: FL ZIP: 33755 SC 13D 1 f13d.txt JOHN AND SALLY FOR TAMBORIL 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 13D (Rule 13d-101 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TAMBORIL CIGAR COMPANY - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.0001 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 875079105 - --------------------------------------------------------------------------- (CUSIP Number) Sally A. Fonner 1407 North Fort Harrison, Suite H Clearwater, Florida 33755 (727) 469-8691 - -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 23, 2003 - -------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box ( ) (Continued on following pages) - --------------------------------------- CUSIP No. 875079105 13D - --------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SALLY A. FONNER I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ( ) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - --------- ---------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 8 SHARED VOTING POWER 41,627,000 9 SOLE DISPOSITIVE POWER 20,813,500 10 SHARED DISPOSITIVE POWER 0 - ---------------------- -------- ------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,627,000 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 82.3% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - --------- ---------------------------------------------------------------------- * SEE INSTRUCTIONS - --------------------------------------- CUSIP No. 875079105 13D - --------------------------------------- - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON JOHN L. PETERSEN I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ( ) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 8 SHARED VOTING POWER 41,627,000 9 SOLE DISPOSITIVE POWER 20,813,500 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,627,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 82.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ * SEE INSTRUCTIONS 1. SECURITY AND ISSUER. This statement on Schedule 13D ("Statement") relates to the $.0001 par value common stock (the "Common Stock"), of Tamboril Cigar Company, a Delaware corporation (the "Issuer"). This Statement also includes information relating to the Issuer's $.0001 par value Series B 8% Convertible Preferred Stock, stated value $50 per share ("Preferred Stock") and the Issuer's 8% Convertible Debentures ("Debentures"). Alan L. Goldberg, the last remaining member of the Issuer's board of directors, resigned from his positions as the sole officer and director of the Issuer effective December 31, 2002. At the date of this Statement, the Issuer has no officers or directors who are authorized to manage the Issuer's affairs or act on its behalf. Copies of this Statement have been sent by Certified Mail, return receipt requested, to the following persons: o The Issuer, at the principal executive office specified in the Issuer's Current Report on Form 8-K dated August 17, 1999; o Alan L. Goldberg, the last known officer and director of the Issuer, at the office address specified in the Issuer's Current Report on Form 8-K dated August 17, 1999; and o National Corporate Research, Ltd., the Issuer's registered agent in the State of Delaware. The Issuer failed to pay its' Delaware Franchise Taxes for the year ended December 31, 2000 and its' Certificate of Incorporation was revoked by order of the Secretary of State of the State of Delaware on March 1, 2002. 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), this schedule 13D Statement is hereby filed jointly by Sally A. Fonner ("Fonner") and John L. Petersen ("Petersen") (collectively the "Reporting Persons"). Both of the Reporting Persons are individuals. Exhibit 99.1 to this Statement is a written agreement between the Reporting Persons that authorizes the filing of this Statement on behalf of each of them. (b) Sally, A. Fonner resides at 1268 Bayshore Boulevard, Dunedin, Florida 34698. John L. Petersen resides at Chateau de Barbereche, Switzerland 1783 Barbereche. (c) Sally, A. Fonner's principal business activities involve the restructuring of inactive public companies and the negotiation of reverse takeover transactions where a private company effects a business combination with a public shell in order to become a publicly held company. Ms. Fonner conducts her affairs individually and through Stirling Corporate Services, LLC ("Stirling"). The principal business office of Stirling is located at 1407 North Fort Harrison, Suite H, Clearwater, Florida 33755. John L. Petersen is an attorney who works primarily in corporate and securities law. Mr. Petersen conducts his affairs individually and through the law firm of Petersen & Fefer. The principal business office of Petersen & Fefer is located at Chateau de Barbereche, Switzerland 1783 Barbereche. (d) Sally A. Fonner has not, during the last five years, been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. John L. Petersen has not, during the last five years, been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (e) Sally A. Fonner has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that entered a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or found any violation with respect to such laws. John L. Petersen has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that entered a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or found any violation with respect to such laws. (f) Sally A. Fonner is a U.S. citizen. John L. Petersen is a U.S. citizen. 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The purchase price for the securities described in Section 5 of this Statement was $100, which was paid in cash from the Reporting Persons' personal funds. 4. PURPOSE OF TRANSACTION. The Reporting Persons have acquired the securities described in Section 5 of this Statement for the purpose of assuming control of the Issuer. On February 3, 2003, the eleventh day after the filing of this Statement, the Reporting Persons intend to act by written consent for the purpose of electing Sally A. Fonner and John L. Petersen to serve as members of the Issuer's board of directors until the next annual meeting of stockholders. Upon their election as directors, the Reporting Persons intend to promptly: o Cause the Issuer to pay its delinquent Delaware Franchise Taxes; o Cause the Issuer to file a Certificate of Revival and Restoration of its' Certificate of Incorporation in accordance with Section 312 of the General Corporation Law of the State of Delaware, o Cause the Issuer to file a Current Report on Form 8-K disclosing a change in control; and o Cause the Issuer to complete the conversion of the Preferred Stock and Debentures specified in Section 5 of this Statement. The Reporting Persons will be the only members of the Issuer's board of directors until the next annual meeting of stockholders. After their appointment as members of the Issuer's board of directors, the Reporting Persons will attempt to restructure the Issuer as a "public shell" that will endeavor to implement a business combination with a suitable privately held company that has both business history and operating assets and wants to be publicly held. The Issuer's board of directors will not be able to develop a detailed restructuring plan until the Issuer has: o Prepared audited financial statements for the periods required by applicable SEC rules; o Filed its' delinquent Exchange Act reports for the periods required by SEC rules; and o Distributed a Proxy Statement or Information Statement to its' stockholders that complies with the requirements of Regulation 14 and contains detailed information on the restructuring plan, the Issuer's future plan of operations and the risks associated with the Issuer's future business activities. While a definitive restructuring plan does not yet exist, the Reporting Persons believe the plan is likely to include the following key structural elements: o A reverse split of approximately 1 for 3,000 that will reduce the ownership of the majority of the Issuer's stockholders to a single share; o A forward split of 100 for 1 that will ensure that each stockholder of record owns a round trading lot of at least 100 shares; and o A voluntary surrender of shares by the Reporting Persons that will reduce their combined voting and ownership interest to approximately 70% of the Issuer's outstanding shares. 5. INTEREST IN SECURITIES OF THE ISSUER. Background Information As reported by the Issuer in its' Quarterly Report on Form 10-QSB for the period ended September 30, 1998, the authorized capital of the Issuer included 20,000,000 shares of $.0001 par value common stock and 5,000,000 shares of $.0001 par value preferred stock. The Form 10-QSB further disclosed that on September 30, 1998, the issued and outstanding capital stock and convertible debt of the Issuer consisted of: o 13,356,632 shares of Common Sock; o 33,227 shares of Series B 8% Convertible Preferred Stock; and o $200,000, original principal amount, of 8% Convertible Debentures. On April 11, 2000, the Issuer and two of its subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Florida (Case Nos. 00-13040-BKC-AJC through 00-13042-BKC-AJC [Jointly Administered]). The Issuer filed an Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the "Amended Plan") and the associated Disclosure Statement with the Bankruptcy Court on August 9, 2000. Each class of interests that was entitled to vote subsequently approved the Amended Plan. On December 7, 2000, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Amended Plan and authorizing the Issuer to proceed with the implementation thereof. As reported by the Issuer in its' Current Report on Form 8-K dated December 22, 2000, the Amended Plan and Confirmation Order provided for the filing of an Amended and Restated Certificate of Incorporation that: o Increased the Issuer's authorized capital to 400,000,000 shares of $.0001 par value common stock and 100,000,000 shares of $.0001 par value preferred stock; o Granted voting rights to the holders of the Preferred Stock; and o Prohibited the issuance of non-voting equity securities in the future The Amended Plan and Confirmation Order also provided that: o The holders of Preferred Stock would be entitled to convert their Preferred Stock into Common Stock in accordance with the terms of the Certificate of Designation of the Series B Preferred Stock; and o The holders of Debentures would be entitled to convert their Debentures into Common Stock in accordance with the terms of the Debentures. Description of Transaction (a) On January 23, 2003, Ashley Bolt & Co. Limited (the "Selling Stockholder") agreed to sell the Reporting Persons all of its right title and interest in: o 4,400,000 shares of the Issuer's $.0001 par value Common Stock; o 33,227 shares of the Issuer's Series B Convertible Preferred Stock; o $200,000 of the Issuer's 8% Convertible Debentures; and o All shares of Common Stock issued or issuable upon conversion of the Preferred Stock and Debentures. The Selling Stockholder also gave the Reporting Persons an irrevocable proxy to vote 2,980,042 shares of the Issuer's Common Stock that were retained by the Selling Stockholder. The foregoing proxy is irrevocable until the earlier of (i) the issuance of certificates for the shares of Common Stock issuable upon conversion of the Preferred Stock and Debentures, or (ii) six months from the date of the purchase agreement. Promptly after the revival and restoration of the Issuer's Certificate of Incorporation, the Reporting Persons intend to properly document and complete the conversion of 33,227 shares of the Issuer's Preferred Stock and $200,000 of the Issuer's Debentures in accordance with the Amended Plan and the Confirmation Order. While the original constituent instruments provided that the conversion value of the Debentures and the Preferred Stock would include the principal amount of the Debentures, the stated value of the Preferred Stock and all accrued interest and dividends, the Reporting Persons intend to waive the accrued interest and dividends, and use the original principal amount of the Debentures and the original stated value of the Preferred Stock for all conversion calculations. Therefore, the conversion value of the Debentures will be fixed at $200,000 and the conversion value of the Preferred Stock will be fixed at $1,661,350. Similarly, while the original constituent instruments would have fixed the conversion price of the Issuer's Common Stock at 77.5% of the average closing "bid" price for the five trading days ended February 14, 2001, the Reporting Persons intend to use 100% of the average closing "asked" price as the basis for the conversion calculations. As a result, the conversion price of the Common Stock will be fixed at $.05 per share, instead of the $.003565 per share conversion price that would have resulted from the use of "bid" prices. After giving effect to all of the foregoing, 4,000,000 shares of the Issuer's Common Stock will be issuable to the Reporting Persons upon conversion of the Debentures and 33,227,000 shares of the Issuer's Common Stock will be issuable to the Reporting Persons upon conversion of the Preferred Stock. (b) Sally A. Fonner has sole investment power with respect to the following securities: o 2,200,000 shares of the Issuer's Common Stock; o 16,613.5 shares of the Issuer's Preferred Stock that are convertible into 16,613,500 shares of the Issuer's Common Stock; and o $100,000 principal amount of the Issuer's Debentures that are convertible into 2,000,000 shares of the Issuer's Common Stock. John L. Petersen has sole investment power with respect to the following securities: o 2,200,000 shares of the Issuer's Common Stock; o 16,613.5 shares of the Issuer's Preferred Stock that are convertible into 16,613,500 shares of the Issuer's Common Stock; and o $100,000 principal amount of the Issuer's Debentures that are convertible into 2,000,000 shares of the Issuer's Common Stock. The Reporting Persons acted as a group in connection with their acquisitions of the foregoing securities and each Reporting Person may be deemed to hold shared voting power with respect to the securities owned by the other. Until the conversion of the Preferred Stock and Debentures has been properly documented and certificates for the underlying shares of Common Stock have been issued, the Reporting Persons will have shared voting power with respect to the following securities: o 2,980,042 shares of the Issuer's Common Stock that were retained by the Selling Stockholder; According to Continental Stock Transfer & Trust Company, the transfer agent for the Issuer's Common Stock, 13,356,652 shares of Common Stock were issued and outstanding on the date of the purchase agreement. After accounting for the voting rights of the holders of Preferred Stock, the total number of voting shares outstanding on the date of this Statement was 13,338,988 shares. The Reporting Persons collectively own 4,400,000 shares of Common Stock and 33,227 shares of Preferred Stock. They also hold a proxy to vote 2,980,042 shares of Common Stock that were retained by the Selling Stockholders. Accordingly, the aggregate voting power held by the Reporting Persons on the date of this Statement is 7,413,269 shares, or 55.4% of the total voting power held by all stockholders. Each of the Reporting Persons will have sole investment power over 20,813,500 shares of Common Stock after conversion of the Preferred Stock and Debentures. The documented voting power that will be held by the Reporting Persons as a group upon the conversion of the Preferred Stock and Debentures will represent 82.3% of the total voting power held by all of the Issuer's stockholders. (c) Not applicable (d) Not applicable (e) Not applicable 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with the negotiation of their stock purchase, the Reporting Persons agreed to certain contractual restrictions on their future powers, including: o A requirement that the post-restructuring equity interest of the Selling Stockholder be not less than 8.9% and not more than 9.9% of the Issuer's then outstanding common stock o A prohibition against the issuance of additional equity securities except in connection with the closing of a business combination transaction; and o A requirement that if the Issuer's available resources are not sufficient to pay the restructuring costs and close a business combination, the Reporting Persons will be obligated to advance any additional funds that may be necessary to pay the costs and expenses of liquidating and dissolving the Issuer in accordance with Delaware law. Exhibit 99.2 to this Statement is a purchase and sale agreement dated January 23, 2003 between Ashley Bolt & Co. Limited, Sally A. Fonner and John L. Petersen. 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. Exhibit 99.1 Joint Filing Agreement, dated January 23, 2003. 99.2 Purchase and Sale Agreement dated January 23, 2003 between Ashley Bolt & Co. Limited, Sally A. Fonner and John L. Petersen. SIGNATURES After reasonable inquiry, I certify that to the best of my knowledge and belief the information set forth in this Statement is true, complete and correct. Date: January 23, 2003 /s/ Sally A. Fonner Sally A. Fonner /s/ John L. Petersen John L. Petersen EX-99 2 purchase1stexh.txt PURCHASE AGREEMENT Sally A. Fonner John L. Petersen 1268 Bayshore Boulevard Chateau de Barbereche Dunedin, Florida 34698 Switzerland 1783 Barbereche January 23, 2003 Paul Collin Graznak, director Ashley Bolt & Co. Limited c/o Loughran & Co. 38 Hertford Street London, England W1J 7SG Re: Tamboril Cigar Company Dear Mr. Graznak, This letter shall constitute a Purchase and Sale Agreement between Ashley Bolt & Co. Limited ("Ashley Bolt"), which is referred to as the "Seller," and Sally A. Fonner ("Fonner") and John L. Petersen ("Petersen"), who are collectively referred to as the "Purchasers." The purposes of this Agreement are to: o Sell a substantial majority of the issued and outstanding equity and debt securities of Tamboril (collectively the "Tamboril Securities") to the Purchasers; o Sell 100% of any other claims that the Seller may have against Tamboril (collectively the "Tamboril Claims") to the Purchasers; o Provide a general framework for the future operations of Tamboril; and o Retain a modest equity interest in Tamboril for the Seller. The Purchasers understand that all of the Tamboril Securities owned by the Seller were acquired in reliance on a claim of exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and that the Seller is an affiliate of Tamboril. The Purchasers understand that none of the cash consideration to be paid by them in connection with the transactions contemplated by this Agreement will inure to the benefit of Tamboril or any person other than the Seller. 1. Initiation of Transactions The Purchasers initiated the transactions contemplated by this Agreement by making an unsolicited offer to purchase the Tamboril Securities and the Tamboril Claims from the Seller on the terms set forth herein. Prior to making a formal offer, the Purchasers independently reviewed the registration statements, reports and other documents that Tamboril and/or the Seller filed with the Securities and Exchange Commission between May 15, 1997 and December 22, 2000. With the exception of the specific representations set forth in Paragraph 3, the Purchasers have relied exclusively on their own investigation of Tamboril and its affairs and they have not relied on any representations, express or implied, that are directly or indirectly attributable to the Seller or any of their respective officers, directors and affiliates. 2. Purchasers' Representations and Warranties Each of the Purchasers hereby makes the following express representations and warranties, which may be relied upon by the Seller, Tamboril and their respective officers, directors and affiliates. (a) The Purchasers have full power and authority to buy the Tamboril Securities and the Tamboril Claims from the Seller on the terms set forth herein. This Agreement has been duly executed and delivered by the Purchasers and, assuming the due authorization, execution and delivery hereof by the Seller, constitutes the legal, valid and binding obligation of the Purchasers enforceable in accordance with its terms. (b) The Purchasers are acquiring the Tamboril Securities solely for their own account, for investment, and not with a view to any subsequent "distribution" thereof within the meaning of that term as defined in the Securities Act. (c) The Purchasers are "Accredited Investors" as such term is defined in Securities and Exchange Commission Rule 501(a). (d) The Purchasers have sufficient education, knowledge and experience in business and financial matters that they are capable of evaluating the merits and risks of their proposed purchase of the Tamboril Securities and the Tamboril Claims. (e) The Purchasers are able to bear the economic risks of an investment in the Tamboril Securities and the Tamboril Claims, and are able to protect their own interests in connection with the proposed transaction. (f) The Purchasers have been given the opportunity to review all of the files and business records of Tamboril including the articles of incorporation, by-laws, documents defining the rights of security holders, material contracts, and financial statements and to ask questions of and receive answers from the former officers and directors of Tamboril with respect to the business of the Company, the Tamboril Securities, the Tamboril Claims and any other matters which they considered to be material to their investment decision and all such questions have been answered to their full satisfaction. (g) The Purchasers understand that Tamboril will issue stop transfer instructions to its transfer agent with respect to the Tamboril Securities and intends to place the following restrictive legend, or a legend similar thereto, on each certificate representing Tamboril securities: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED FROM AN AFFILIATE OF THE ISSUER IN A TRANSACTION EFFECTED IN RELIANCE UPON SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE NOT BEEN THE SUBJECT OF A REGISTRATION STATEMENT UNDER THE ACT. THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION THEREFROM." (h) The Purchasers will promptly make all regulatory filings that are necessary or desirable to advise the Securities and Exchange Commission and the other stockholders of Tamboril of the terms, conditions and provisions of this Agreement. (i) All of the Purchasers representations and warranties are true as of the date of this Agreement, shall be true at the closing date and shall survive the closing for a period of two (2) years. 3. Seller's Representations and Warranties The Seller hereby makes the following express representations and warranties, which may be relied upon by the Purchasers and their respective affiliates. (a) The Seller has full power and authority to sell the Tamboril Securities and the Tamboril Claims to the Purchasers on the terms set forth herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action and no other corporate proceeding on the part of the Seller is necessary to authorize this Agreement or to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution and delivery hereof by the Purchasers, constitutes the legal, valid and binding obligation of the Seller enforceable in accordance with its terms. (b) The Seller acquired the Tamboril Securities and Tamboril Claims in December of 2002 by assignment from Summit Capital Limited ("Summit") and Glacier Capital Limited ("Glacier"). Prior to the assignment, Summit and Glacier were the sole beneficial owners of the Tamboril Securities described in Amendment No. 1 to a Schedule 13D report of beneficial ownership that was filed with the Securities and Exchange Commission by Infinity Emerging Opportunities Limited ("Infinity"), Summit and Glacier (collectively the "Original Holders") on August 3, 1998. To the best of Seller's knowledge, the only transactions in Tamboril Securities that were affected by any of the Original Holders after the date of the above referenced amendment were (i) a series of intercompany assignments that ultimately resulted in the transfer of the Infinity holdings to Summit, and (ii) the subsequent assignments from Summit and Glacier in favor of the Seller. (c) Tamboril's Quarterly Report on Form 10-QSB for the period ended September 30, 1998 states that 13,356,652 shares of Tamboril's $.0001 par value common stock (the "Common Stock") were issued and outstanding on that date. The Seller is the assignee and has physical possession of stock certificates representing 7,380,042 shares, or 55.25%, of the Common Stock. (d) Tamboril's Quarterly Report on Form 10-QSB for the period ended September 30, 1998 states that 33,227 shares of Tamboril's $.0001 par value, $50 stated value Series B Convertible Preferred Stock (the "Preferred Stock") were issued and outstanding on that date. The Seller is the assignee of all 33,227 shares of Preferred Stock, but such shares are held in uncertificated form. (e) Tamboril's Quarterly Report on Form 10-QSB for the period ended September 30, 1998 states that $200,000 of Tamboril's 8% Convertible Debentures ("Debentures") were issued and outstanding on that date. The Seller is the assignee and has physical possession of certificates representing $200,000 of Debentures. (f) While the order confirming Tamboril's Amended Plan of Reorganization that was entered by the U.S. Bankruptcy Court for the Southern District of Florida on December 7, 2002 provides that the Preferred Stock and Debentures will be convertible into Common Stock in accordance with their terms, the conversion process was hindered by administrative delays and has not been completed and at the date of this Agreement. (g) During the period between September 30, 1998 and the date of this letter, Tamboril has not, to Seller's knowledge, issued any other equity securities, debt securities, debt instruments, options, warrants, calls or other rights, agreements, arrangements or commitments that obligate Tamboril to issue, deliver or sell shares of its capital stock or debt securities, or obligate Tamboril to grant, extend or enter into any such option, warrant, call or other such right, agreement, arrangement or commitment. (h) During the period between September 30, 1998 and the date of this letter, the Original Holders have not, to Sellers knowledge, sold any Tamboril Securities to unaffiliated third parties; granted any options, warrants, calls or other rights, agreements, arrangements or commitments that obligate the Seller or their affiliates to deliver or sell any of their Tamboril Securities; or obligate the Seller or their affiliates to grant, extend or enter into any such option, warrant, call or other such right, agreement, arrangement or commitment. (i) The Seller has delivered copies of all available financial statements of Tamboril to the Purchasers. The Purchasers acknowledge that such financial statements are the sole responsibility of Tamboril's management. Nevertheless, the Seller is not aware of any material misrepresentations, errors or omissions in such financial statements and to the best of the Seller's knowledge, such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by Tamboril throughout the periods indicated; contain and reflect all adjustments and accruals necessary for a fair presentation of Tamboril's financial condition as of the relevant dates thereof and the results of Tamboril's operations for the periods covered thereby; and fairly present the financial condition of Tamboril and its results of operations as of the relevant dates thereof and for the periods covered thereby. (j) Tamboril has not less than $65,000 in cash and cash equivalents at the date of this Agreement. Tamboril has no other material assets. (k) Tamboril has not more than $10,000 in accounts payable and accrued liabilities at the date of this Agreement. Tamboril is also delinquent with respect to its Delaware Franchise Tax obligations. Tamboril has no other material liabilities. (l) To Seller's knowledge, there is no claim, action, suit, litigation, proceeding, arbitration or investigation of any kind, at law or in equity (including actions or proceedings seeking injunctive relief), pending or threatened against Tamboril, or any properties or rights of Tamboril, and Tamboril is not subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or continuing investigation by, any governmental entity, or any judgment, order, writ, injunction, decree or award of any governmental entity or arbitrator, including, without limitation, cease-and-desist or other orders. (m) The Seller is not aware of any material misrepresentations, errors or omissions in the registration statements, reports and other documents that Tamboril filed with the Securities and Exchange Commission between May 15, 1997 and December 22, 2000. (n) Alan L. Goldberg, Tamboril's last remaining director and executive officer resigned his positions effective December 31, 2002 and Tamboril does not presently have any directors or executive officers that are authorized to act on behalf of the corporation. (o) All of the Seller's representations and warranties are true as of the date of this Agreement, shall be true at the closing date and shall survive the closing for a period of two (2) years. 4. Agreements to Purchase and Sell (a) The Seller agree to sell and the Purchasers agree to buy the following Tamboril Securities and Tamboril Claims for $100: (i) 4,400,000 certificated shares of Tamboril's Common Stock; (ii) 33,227 uncertificated shares of Tamboril's Preferred Stock, together with any and all shares of Common Stock that were issued or are issuable to the Original Holders and/or the Seller upon the conversion of the 33,227 shares of Preferred Stock into Common Stock; (iii) $200,000 aggregate principal amount of Tamboril's Debentures, together with any and all shares of Common Stock that were issued or are issuable to the Original Holders and/or the Seller upon the conversion of the Debentures into Common Stock; (iv) All related party debts and claims of any nature that the Original Holders and/or the Seller have or may have against Tamboril or any of its properties; and (v) Any other equity securities, debt securities, debt instruments, options, warrants, calls or other rights, agreements, arrangements or commitments that obligate Tamboril to issue, deliver or sell shares of its capital stock or debt securities to the Original Holders and/or the Seller. All Tamboril Securities and Tamboril Claims described in subparagraphs (i) through (v) above shall be allocated fifty percent (50%) to Fonner and fifty percent (50%) to Petersen. From and after the closing date, the Seller's only interest in Tamboril will be (i) 2,980,042 of the 7,380,042 certificated shares of Common Stock held by the Seller, and (ii) up to 72,696 shares of Common Stock that were, according to Tamboril's Quarterly Report on Form 10-QSB for the period ended September 30, 1998, issued to the Original Holders in February and April of 1998 upon the conversion of 2,880 shares of Preferred Stock. (b) Pending the issuance of certificates for the shares of Common Stock issuable upon conversion of the 33,227 shares of Preferred Stock and $200,000 aggregate principal amount of Debentures, the Seller appoints the Purchasers as its' proxies to vote the 2,980,042 certificated shares of Common Stock retained by Seller. This proxy may be exercised jointly by the Purchasers, or by either of them, for the purpose of approving any corporate action that the Purchasers deem necessary, desirable or convenient to accomplish the purposes of this Agreement. The foregoing proxy is coupled with an interest and shall be irrevocable until the earlier of (i) the issuance of certificates for the shares of Common Stock issuable upon conversion of the Preferred Stock and Debentures, or (ii) six months from the date of this Agreement. 5. Closing and Escrow Arrangements As soon as practicable after the execution of this Agreement, each of the Seller will deliver, or cause to be delivered to Arter & Hadden, LLP (the "Escrow Agent") duly authenticated certificates and assignments representing the Tamboril Securities and Tamboril Claims, all duly executed for transfer, and the Purchasers will each deliver, or cause to be delivered to the Escrow Agent good funds in the amount of $50, or $100 in the aggregate. Upon the due receipt of all required payments, stock certificates and assignments, the Escrow Agent shall conduct a final closing of the transaction and distribute the payment funds, stock certificates and assignments to the persons entitled thereto under the terms of this Agreement. 6. Post-Closing Obligations of the Purchasers (a) After the closing of this Agreement, the Purchasers shall: (i) Promptly file such reports and other documents as may be necessary or desirable under the circumstances to notify the Securities and Exchange Commission, in accordance with all applicable regulations, that they have purchased the Tamboril securities from the Seller; (ii) Promptly take such action as may be necessary or desirable under the circumstances to elect a board of directors in accordance with the requirements of the General Corporation Law of Delaware and to notify the Securities and Exchange Commission of such actions in accordance with all applicable regulations; (iii) Use reasonable commercial efforts to restore the valid corporate existence of Tamboril under the General Corporation Law of Delaware; (iv) Use reasonable commercial efforts to retain a qualified firm of certified public accountants to audit the financial statements of Tamboril for such periods as may be required by the applicable rules of the Securities and Exchange Commission; (v) Use reasonable commercial efforts to prepare and file Tamboril's delinquent Securities and Exchange Commission reports for the periods required by applicable Securities and Exchange Commission rules and regulations; (vi) Use reasonable commercial efforts to develop and implement plan to reorganize Tamboril as a "public shell," provided that upon completion of the reorganization the Seller will own not less than 8.9% and not more than 9.9% of the then outstanding Common Stock of Tamboril; (vii) Use reasonable commercial efforts to prepare and file an Information Statement containing the information specified in Securities and Exchange Commission Regulation 14C and take such other action as may be necessary to fully comply with the requirements of Regulation 14C. (viii) Use reasonable commercial efforts to seek, investigate and, if the results of such investigation warrant, effect a business combination with a suitable privately held company that wants to become publicly held; and (ix) Cause Tamboril to pay any and all governmental charges and assessments, professional fees and expenses, administrative costs and expenses and direct out of pocket costs associated with the tasks set forth in subparagraphs (i) through (vi). (b) The Purchasers shall not cause or authorize Tamboril to issue additional equity securities to the Purchasers or any of their respective affiliates. Notwithstanding the foregoing, if the available financial resources of Tamboril are insufficient to pay the costs and expenses associated with any of the tasks specified in subparagraphs (i) through (vii) of paragraph 5(a), the Purchasers may elect to loan Tamboril any and all additional funds necessary to complete the reorganization and effect a business combination with a suitable privately held company. (c) If the Purchasers are unable to accomplish any of the tasks specified in subparagraphs (i) through (vii) of paragraph 5(a) within 18 months from the date of this Agreement, the Purchasers shall promptly take such additional action as may be necessary to liquidate and dissolve Tamboril and distribute its remaining assets, if any, in accordance with the requirements of the General Corporation Law of Delaware and the applicable rules of the Securities and Exchange Commission. (d) In the event that (i) the Purchasers are unable to accomplish any of the tasks specified in subparagraphs (i) through (vii) of paragraph 6(a) within 18 months from the date of this Agreement or they otherwise elect to abandon their plan to reorganize Tamboril and effect a business combination with a suitable privately held company, and (ii) the available financial resources of Tamboril are insufficient to pay the costs and expenses of liquidation and dissolution as specified in paragraph 6(c), then the Purchasers shall be obligated to advance any and all additional funds that may be necessary to complete the orderly dissolution and liquidation of Tamboril. 7. Post-Closing Obligations and Rights of the Seller (a) After the closing of this Agreement, the Seller shall: (i) Take such steps as may be reasonably required to put Purchasers in actual possession of and control over the Tamboril Securities and Tamboril Claims, together with any business properties or records of Tamboril that are in the actual control of the Seller; (ii) Execute, acknowledge and deliver such other and further assignments, instruments of transfer and other documents as may be reasonably required to effectuate the assignment and transfer of the Tamboril Securities and Tamboril Claims to the Purchasers; (iii) Take such other and further actions as may be reasonably required to perfect the Purchasers' actual possession of and operating control over Tamboril's business properties and records; (iv) For a period of 6 months after the closing date, cause their employees and the former officers and directors of Tamboril to provide reasonable cooperation and assistance to the Purchasers in connection with the Purchaser's efforts to restructure the affairs of Tamboril. (b) After the closing of this Agreement, the Seller shall have the right to review and comment on the factual disclosures in any and all registration statements, reports and other documents that Tamboril and/or the Purchasers propose to file with the Securities and Exchange Commission that refer to this Agreement, the Seller's historical involvement in the affairs of Tamboril, or the Seller's ongoing status as a minority stockholder of Tamboril. If the Seller exercises the foregoing right, the Purchasers shall promptly incorporate all reasonable amendments proposed by the Seller in such filings. (c) Except as specifically set forth in this Agreement, the Seller shall have no rights, privileges or duties beyond the rights, privileges and duties generally accorded to minority stockholders under the General Corporation Law of Delaware. 8. Indemnification (a) From and after the closing date, the Seller shall indemnify the Purchasers against and hold the Purchasers harmless from all damages, losses or liabilities in respect of suits, proceedings, demands, judgments, damages, expenses and costs (including, without limitation, reasonable counsel fees and costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity) (collectively, the "Indemnifiable Damages") which the Purchasers may suffer or incur by reason of (i) the inaccuracy of any of the representations and warranties of the Seller contained in this Agreement; or (ii) the nonperformance by the Seller of any of the affirmative obligations set forth in this Agreement. Notwithstanding the foregoing, the Purchasers shall not be entitled to indemnification for any actions taken by Tamboril or its duly elected officers and directors if such actions were taken within the course and scope of their employment as officers and directors of Tamboril or taken without the prior knowledge and express consent of the Seller. Without limiting the generality of the foregoing, the maximum amount recoverable Indemnifiable Damages shall not exceed the sum of $100, plus the cash consideration, if any, actually received by the Seller upon the resale of the Tamboril shares retained by them. No action for the enforcement of the representations and warranties of the Seller may be commenced with respect to any claim made more than two (2) years following the closing date. (b) From and after the Closing, the Purchasers shall indemnify the Seller against and hold it harmless from all damages, losses or liabilities in respect of suits, proceedings, demands, judgments, damages, expenses and costs (including, without limitation, reasonable counsel fees and costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity) (collectively, the "Indemnifiable Damages") which the Seller may suffer or incur by reason of (i) the inaccuracy of any of the representations and warranties of the Purchasers contained in this Agreement; (ii) any liability for claims made by third parties against the Seller arising out of the activities of the Purchasers or the operations of Tamboril after the closing date, (iii) by reason of Purchasers' failure to provide the additional funding required by paragraph 6(d), or (iv) the nonperformance by the Purchasers of any of the covenants or agreements contained in this Agreement. Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, the Seller shall only have the right to (a) be restored to the financial position it enjoyed immediately prior to the execution of this Agreement and (b) recover any additional costs or damages incurred as a result of the Purchasers' failure to perform under paragraph 6(d). No action for the enforcement of the representations and warranties of the Purchasers may be commenced with respect to any claim made more than two (2) years following the closing date. (c) Promptly, upon receipt of notice of any claim, demand or assessment or the commencement of any suit, action or proceedings by any party not a party to this Agreement in respect of which indemnity may be sought on account of an indemnity agreement contained herein, the party seeking indemnification (the "Indemnitee") will notify, within sufficient time to respond to such claim or answer or otherwise plead in such action, the party from whom indemnification is sought (the "Indemnitor"), in writing, thereof. The omission of such Indemnitee to notify promptly the Indemnitor of any such claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith on account of the indemnity agreements contained herein unless the Indemnitor is prejudiced thereby, and then only to the extent of the prejudice caused by such delay. In case any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against an Indemnitee, and it shall notify the Indemnitor of the commencement thereof, the Indemnitor will be entitled to participate therein, and, to the extent that it may wish, to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee; provided that no settlement may be made by an Indemnitor on behalf of an Indemnitee without the Indemnitee's express written consent if such settlement would impose continuing obligations or any liability upon the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election so to assume the defense, conduct or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim, make personnel, books and records relevant to the claim available to the Indemnitor, and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as such Indemnitor may reasonably consider desirable in connection with the defense of any such claim. In the event that the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand, or assessment, the Indemnitee will not settle such claim, demand, or assessment without the consent of the Indemnitor, which shall not be unreasonably withheld. It is understood and agreed that to the extent the Purchasers or the Seller make a claim for indemnification within the survival periods stated herein, the responsibility for indemnification with respect to such claim shall survive until such claim is resolved. Each of the Purchasers and each of the Seller expressly understands and agrees that notwithstanding any disclosure herein or in the Schedules hereto or in any document, certificate, or instrument delivered pursuant hereto of actual or potential defaults, claims, litigation and the like that may be asserted against Tamboril, the Seller or the Purchasers, the Seller and the Purchasers shall be entitled to indemnification against such matters to the extent set forth above. 9. Miscellaneous (a) This Agreement constitutes the entire agreement among the parties. It supersedes all prior agreements and understandings among the parties, and it may not be modified or amended without the written consent of all parties. This Agreement may be executed in any number of counterparts, which shall each be deemed to be an original. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and assigns. (b) All notices hereunder shall be in writing and addressed to such party at its address set forth below, or such other address as a party may subsequently designate in writing. PURCHASERS Sally A. Fonner John L. Petersen 1268 Bayshore Drive Chateau de Barbereche Dunedin, Florida 34698 Switzerland 1783 Barbereche (727) 469-8691 Telephone 41(0)26 684 0500 Telephone SALLYFONNER@SCSLLC.INFO E-mail JLP@IPO-LAW.COM E-mail - ----------------------- --------------- SELLER Ashley Bolt & Co. Limited c/o Loughran & Co. 38 Hertford Street London, England W1J 7SG 44(0)207 355 2051 Telephone PSAMUEL@LOUGHRANANDCO.COM E-mail - ------------------------- Notices that are delivered personally or sent by confirmed e-mail shall be deemed given when sent. Notices that are delivered by a reputable overnight courier or sent by certified mail, return receipt requested, shall be deemed given when received. (c) This Agreement and the transactions contemplated hereby shall be construed in accordance with and governed by the laws of the State of Delaware. (d) In the event a dispute between the parties hereto arises out of, in connection with, or with respect to this Agreement, or any breach thereof, such dispute shall, on the written request of one party delivered to the other party, be submitted to and settled by arbitration conducted in Dallas, Texas before a single arbitrator appointed by the American Arbitration Association in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. The award of such arbitrator shall be final and may be entered by any party hereto in any court of competent jurisdiction. The party against whom the arbitrator's award is rendered shall pay all costs and expenses of such arbitration, unless the arbitrator shall specifically allocate costs in a different manner because the award is not entirely in favor of either party. (e) The parties to this Agreement acknowledge that Arter & Hadden LLP has previously served as legal counsel for both the Purchasers and the Seller in connection with a variety of other legal matters. The Purchasers understand that Arter & Hadden may be retained to act as legal counsel for the Seller in connection with this Agreement. All parties to this Agreement waive any and all conflicts of interest that may arise in connection with Arter & Hadden LLP's activities as legal counsel for the Seller in connection with this Agreement. (f) The Purchasers and the Seller shall each pay their respective expenses incident to this Agreement and the transactions contemplated hereby, including all fees of their counsel and accountants, whether or not such transactions shall be consummated. The Purchasers shall pay the reasonable fees and expenses of Arter & Hadden LLP for providing the escrow services specified in paragraph 5. IN WITNESS WHEREOF, the parties have executed this Agreement on this 23rd day of January 2003. PURCHASERS Sally A. Fonner John L. Petersen SELLER Ashley Bolt & Co. Limited By: ------------------------------------------- (Paul Collin Graznak, Director) CERTIFICATE Summit Capital Limited and Glacier Capital Limited (collectively the "Certifying Parties") certify that the representations and warranties of Ashley Bolt & Co. Limited set forth in subparagraphs (b) through (n) of Section 3 of the attached purchase and sale agreement are to the best of the Certifying Parties' knowledge correct and accurate in all material respects. As an inducement to the Purchasers, the Certifying Parties hereby agree to offer their reasonable cooperation in the Seller's efforts to perform the post-closing obligations set forth in Section 7(a) of the agreement. Without limiting the generality of the foregoing, the Certifying Parties expressly agree to: 1. Execute, acknowledge and deliver such other and further assignments, instruments of transfer and other documents as may be reasonably required to effectuate the assignment and transfer of the Tamboril Securities and Tamboril Claims to the Purchasers; and 2. For a period of 6 months after the closing date, cause their employees to provide reasonable cooperation and assistance to the Purchasers in connection with the Purchaser's efforts to restructure the affairs of Tamboril. All notices to the Certifying Parties shall be in writing and addressed to such party at its address set forth below, or such other address as a party may subsequently designate in writing. Summit Capital Limited Glacier Capital Limited Hunkins Waterfront Plaza Main Street Hunkins Waterfront Plaza Main Street P.O. Box 556 P.O. Box 556 Charelstown, Nevis, West Indies Charelstown, Nevis, West Indies 44(0)207 355 2051 Telephone 44(0)207 355 2051 Telephone PSAMUEL@LOUGHRANANDCO.COM E-mail PSAMUEL@LOUGHRANANDCO.COM E-mail - ------------------------- ------------------------- IN WITNESS WHEREOF, the Certifying Parties have executed this Certificate on this 23rd day of January 2003. Glacier Capital Limited Summit Capital Limited By: By: --------------------------- ---------------------------------- (James Loughran, Director) (James Loughran, Director) EX-99 3 exh2jointfiling.txt JOINT FILING AGREEMENT Exhibit 99.2 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to common stock of Tamboril Cigar Company. This Joint Filing Agreement shall be included as an exhibit to such filing. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of the 23rd day of January 2003. /s/ Sally A. Fonner Sally A. Fonner /s/ John L. Petersen John L. Petersen -----END PRIVACY-ENHANCED MESSAGE-----