-----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, SY+NekMdjQC3g+Of7iDnFDkPbj6N2pjLBDi/k5z1i8fTkz1Z1Sf3SBicURF30gIU xEf+YtXDMpcODeIaLKOVOQ== 0000912057-02-027824.txt : 20020719 0000912057-02-027824.hdr.sgml : 20020719 20020718164929 ACCESSION NUMBER: 0000912057-02-027824 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020718 GROUP MEMBERS: JEFFREY A. LIPKIN GROUP MEMBERS: JOSEPH JAMES FINN-EGAN GROUP MEMBERS: RECOVERY EQUITY PARTNERS II,L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHADMOORE WIRELESS GROUP INC CENTRAL INDEX KEY: 0000815755 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 841058165 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50263 FILM NUMBER: 02705905 BUSINESS ADDRESS: STREET 1: 2875 E PATRICK LANE STREET 2: STE G CITY: LAS VEGAS STATE: NV ZIP: 89120 BUSINESS PHONE: 7027405633 MAIL ADDRESS: STREET 1: 2875 E PATRICK LANE STREET 2: SUITE G CITY: LAS VEGAS STATE: NV ZIP: 89120 FORMER COMPANY: FORMER CONFORMED NAME: NATIONWIDE FUNDING INC /CO/ DATE OF NAME CHANGE: 19890221 FORMER COMPANY: FORMER CONFORMED NAME: CAPVEST INTERNATIONALE LTD DATE OF NAME CHANGE: 19950314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RECOVERY EQUITY INVESTORS II LP CENTRAL INDEX KEY: 0001018519 IRS NUMBER: 943195147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 901 MARINERS ISLAD BLVD STREET 2: STE 465 CITY: SAN MATEO STATE: CA ZIP: 94404-1592 BUSINESS PHONE: 4155789752 MAIL ADDRESS: STREET 1: 901 MARINERS ISLAD BLVD STREET 2: STE 465 CITY: SAN MATEO STATE: CA ZIP: 94404-1592 SC 13D/A 1 a2084708zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) (Amendment No. 4)* CHADMOORE WIRELESS GROUP, INC. -------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value -------------------------------------------------------------------------- (Title of Class of Securities) 157259 10 2 -------------------------------------------------------------------------- (CUSIP Number) Philip H. Werner, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178 Tel. No.: 212-309-6000 -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 11, 2002 -------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) - -------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). CUSIP No. 157259 10 2 13D Page 2 of 11 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Recovery Equity Investors II, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 8,854,662 NUMBER OF ---------------------------------------------- SHARES 8 SHARED VOTING POWER1/ BENEFICIALLY 0 OWNED BY ---------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER1/ REPORTING 8,854,662 PERSON WITH ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1/ 8,854,662 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------- 1/ Since Chadmoore Wireless Group, Inc., a dissolved Colorado corporation - 2002 ("Chadmoore"), has closed its share transfer records, Recovery Equity Investors II, L.P. ("REI") is no longer able to acquire shares of Common Stock of Chadmoore under the Eleven Year Warrant and the Five and One-Half Year Warrant and with respect to the 525,000 shares which were issuable to REI on account of issuances of Common Stock to the holders of one of Chadmoore's subsidiaries. Accordingly, these shares are not included in the number of shares set forth in rows 7 and 9 above. See Item 6 herein for a description of REI's proportional interest in liquidating distributions made by Chadmoore. CUSIP No. 157259 10 2 13D Page 3 of 11 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Recovery Equity Partners II, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 8,854,662 NUMBER OF ---------------------------------------------- SHARES 8 SHARED VOTING POWER1/ BENEFICIALLY 0 OWNED BY ---------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER1/ REPORTING 8,854,662 PERSON WITH ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1/ 8,854,662 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------- 1/ Since Chadmoore Wireless Group, Inc., a dissolved Colorado corporation - 2002 ("Chadmoore"), has closed its share transfer records, Recovery Equity Investors II, L.P. ("REI") is no longer able to acquire shares of Common Stock of Chadmoore under the Eleven Year Warrant and the Five and One-Half Year Warrant and with respect to the 525,000 shares which were issuable to REI on account of issuances of Common Stock to the holders of one of Chadmoore's subsidiaries. Accordingly, these shares are not included in the number of shares set forth in rows 7 and 9 above. See Item 6 herein for a description of REI's proportional interest in liquidating distributions made by Chadmoore. CUSIP No. 157259 10 2 13D Page 4 of 11 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joseph James Finn-Egan - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------- SHARES 8 SHARED VOTING POWER1/, 2/ BENEFICIALLY 8,854,662 OWNED BY ---------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER1/ REPORTING 0 PERSON WITH ---------------------------------------------- 10 SHARED DISPOSITIVE POWER1/, 2/ 8,854,662 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1/, 2/ 8,854,662 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------- 1/ Since Chadmoore Wireless Group, Inc., a dissolved Colorado corporation - 2002 ("Chadmoore"), has closed its share transfer records, Recovery Equity Investors II, L.P. ("REI") is no longer able to acquire shares of Common Stock of Chadmoore under the Eleven Year Warrant and the Five and One-Half Year Warrant and with respect to the 525,000 shares which were issuable to REI on account of issuances of Common Stock to the holders of one of Chadmoore's subsidiaries. Accordingly, these shares are not included in the number of shares set forth in rows 8 and 10 above. See Item 6 herein for a description of REI's proportional interest in liquidating distributions made by Chadmoore. 2/ Joseph James Finn-Egan and Jeffrey A. Lipkin share voting and dispositive power over these shares in their capacity as sole general partners of Recovery Equity Partners II, L.P., which in turn is the sole general partner of REI. CUSIP No. 157259 10 2 13D Page 5 of 11 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeffrey A. Lipkin - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------- SHARES 8 SHARED VOTING POWER1/, 2/ BENEFICIALLY 8,854,662 OWNED BY ---------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER1/ REPORTING 0 PERSON WITH ---------------------------------------------- 10 SHARED DISPOSITIVE POWER1/, 2/ 8,854,662 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1/, 2/ 8,854,662 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------- 1/ Since Chadmoore Wireless Group, Inc., a dissolved Colorado corporation - 2002 ("Chadmoore"), has closed its share transfer records, Recovery Equity Investors II, L.P. ("REI") is no longer able to acquire shares of Common Stock of Chadmoore under the Eleven-Year Warrant and the Five and One-Half Year Warrant and with respect to the 525,000 shares which were issuable to REI on account of issuances of Common Stock to the holders of one of Chadmoore's subsidiaries. Accordingly, these shares are not included in the number of shares set forth in rows 8 and 10 above. See Item 6 herein for a description of REI's proportional interest in liquidating distributions made by Chadmoore. 2/ Joseph James Finn-Egan and Jeffrey A. Lipkin share voting and dispositive power over these shares in their capacity as sole general partners of Recovery Equity Partners II, L.P., which in turn is the sole general partner of REI. This Amendment No. 4 relates to a Schedule 13D filed on May 13, 1998, as amended by Amendment No. 1 thereto filed on August 30, 2000, Amendment No. 2 thereto filed on December 4, 2001 and Amendment 3 thereto filed on May 8, 2002 (as so amended, the "Schedule 13D"), which relates to the common stock, par value of $0.001 per share (the "Common Stock"), of Chadmoore Wireless Group, Inc., a dissolved Colorado corporation - 2002 ("Chadmoore"). Information in the Schedule 13D remains in effect except to the extent that it is superseded by the information contained in this Amendment No. 4. Information given in response to each item shall be deemed incorporated by reference in all other items. Capitalized terms used but not defined in this Amendment No. 4 shall have the respective meanings ascribed to them in the Schedule 13D. Items 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in rows 7-13 of the four cover sheets filed herewith is hereby incorporated by reference in this item 5, and amends and supplements the information heretofore contained in parts (a) and (b) of these Items. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. REI is the beneficial owner of 8,854,662 shares of Common Stock, which is 18.5% of the outstanding shares of Common Stock of Chadmoore (based upon 47,736,006 shares of Common Stock outstanding as of May 13, 2002, as reported by Chadmoore in its Form 10-QSB for the quarter ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002). Articles of Dissolution were filed for Chadmoore with the Colorado Secretary of State on February 23, 2002 and Chadmoore instructed its transfer agent to close Chadmoore's share transfer records and to no longer recognize or record any transfers of Common Stock. As contemplated by the Plan of Liquidation and the Amended Letter Agreement, as amended on December 12, 2001 (the "Amendment to the Amended Letter Agreement"), REI and Chadmoore have agreed upon the number of shares of Common Stock that would have been acquirable under the Five and One-Half Year Warrant and the Eleven Year Warrant. Pursuant to a Letter Agreement, dated July 11, 2002 (the "Distribution Letter Agreement") between Chadmoore and REI, in calculating REI's proportional interest in any liquidating distribution by Chadmoore, REI will be deemed to be the holder of the 19,322,951 shares that would have been acquirable under the Five and One-Half Year Warrant and the Eleven Year Warrant and the 525,000 shares of Common Stock issuable to REI on account of issuances of Common Stock to the holders of one of Chadmoore's subsidiaries, in addition to the 8,854,662 shares of Common Stock currently registered in REI's name on the stock records of Chadmoore. REI will be entitled to receive approximately 41.7% of any liquidating distribution made by Chadmoore. Copies of the Amendment to the Amended Letter Agreement and the Distribution Letter Agreement are attached hereto as Exhibits 1 and 2, respectively, and the foregoing descriptions of each such document are subject to and qualified in their entirety by reference to each such document. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following are filed as Exhibits to this Amendment No. 4 to and, accordingly, are Exhibits to the Schedule 13D as amended by this Amendment No. 4: Exhibit 1: Amendment to the Amended Letter Agreement, dated as of December 12, 2001, by and between Chadmoore and REI. Exhibit 2: Letter Agreement, dated as of July 11, 2002, by and between Chadmoore and REI. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct and agrees that this statement may be filed jointly with Recovery Equity Partners II, L.P., Joseph J. Finn-Egan and Jeffrey A. Lipkin. Dated: July 17, 2002 RECOVERY EQUITY INVESTORS II, L.P. By: RECOVERY EQUITY PARTNERS II, L.P., its General Partner By: /s/ Joseph J. Finn-Egan --------------------------- Name: Joseph J. Finn-Egan Title: General Partner By: /s/ Jeffrey A. Lipkin ---------------------------- Name: Jeffrey A. Lipkin Title: General Partner SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct and agrees that this statement may be filed jointly with Recovery Equity Investors II, L.P., Joseph J. Finn-Egan and Jeffrey A. Lipkin. Dated: July 17, 2002 RECOVERY EQUITY PARTNERS II, L.P. By: /s/ Joseph J. Finn-Egan ------------------------------- Name: Joseph J. Finn-Egan Title: General Partner By: /s/ Jeffrey A. Lipkin ------------------------------- Name: Jeffrey A. Lipkin Title: General Partner SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct and agrees that this statement may be filed jointly with Recovery Equity Investors II, L.P., Recovery Equity Partners II, L.P. and Jeffrey A. Lipkin. Dated: July 17, 2002 By: /s/ Joseph J. Finn-Egan ------------------------------- Name: Joseph J. Finn-Egan SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct and agrees that this statement may be filed jointly with Recovery Equity Investors II, L.P., Recovery Equity Partners II, L.P. and Joseph J. Finn-Egan. Dated: July 17, 2002 By: /s/ Jeffrey A. Lipkin ------------------------------- Name: Jeffrey A. Lipkin EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- Exhibit 1: Amendment to the Amended Letter Agreement, dated as of December 12, 2001, by and between Chadmoore and REI. Exhibit 2: Letter Agreement, dated as of July 11, 2002, by and between Chadmoore and REI.
EX-1 3 a2084708zex-1.txt EXHIBIT 1 EXHIBIT 1 CHADMOORE WIRELESS GROUP, INC. 2875 East Patrick Lane, Suite G Las Vegas, Nevada 89120 December 12, 2001 Recovery Equity Investors II, L.P. 555 Twin Dolphin Drive Redwood City, California 94065 Re: Agreement and Plan of Reorganization dated as of August 21, 2000 by and among Nextel Communications, Inc. ("Nextel"), Nextel Finance Company ("Acquisition Sub") and Chadmoore Wireless Group, Inc. ("Chadmoore") (the "Agreement"), as amended by the First Amendment to the Agreement, dated as of August 31, 2000, by the Second Amendment to the Agreement, dated as of February 20, 2001, by the Third Amendment to the Agreement, dated as of June 29, 2001 and by the Fourth Amendment to the Agreement, dated as of November 16, 2001 (the Agreement, as amended, the "Amended Agreement") Dear Sirs: All capitalized terms used and not otherwise defined herein have the respective meanings assigned to them in the Amended Agreement. In order to induce Recovery Equity Investors II, L.P., a Delaware limited partnership ("REI"), to enter into an amended letter agreement relating to its support of the Amended Agreement and the Reorganization (for purposes hereof, each of the Amended Agreement and the Reorganization shall mean such Agreement or Reorganization as in effect or as provided for, as applicable, as of November 16, 2001, and as subsequently amended with REI's prior written consent) and to resolve issues arising out of the Investment Agreement, dated as of May 1, 1998, between REI and Chadmoore and agreements related thereto, Chadmoore and REI entered into a letter agreement dated November 16, 2001 (the "Amended Letter Agreement"). Chadmoore and REI agree that the Amended Letter Agreement is hereby amended as follows: 1. Section 3 of the Amended Letter Agreement is deleted in its entirety and replaced with the following: "3. If prior to March 31, 2002 (x) the shareholders of Chadmoore approve both the Reorganization and the Plan, (y) REI concludes that the Reorganization, together with the liquidation to be effected under the Plan, conform with all applicable requirements so as for the Reorganization, together with the liquidation to be effected under the Plan, to be treated as a tax-free reorganization under Section 368(a)(1)(C) of the Code for holders of both Common Stock and Series C Preferred Stock of Chadmoore, as based on a written opinion by KPMG, Chadmoore's independent accountants, to such effect, and (z) REI determines, in its reasonable judgment, that the Closing will occur within no greater than three days, REI shall loan Chadmoore $6.5 million in cash in exchange for a promissory note of Chadmoore, payable at REI's option, (i) upon demand after the Closing Date and in no event later than the seventh day immediately following the Closing Date in cash (with interest at 10% per annum from the date of issuance to the date immediately preceding the date of payment, if not paid after demand therefore and on or prior to the seventh day immediately following the Closing Date), together with a facility fee of $975,000 or (ii) on the Closing Date, in such number of Nextel Shares as is equal in value to 115% of the principal amount (it being understood that such number of shares is intended to reflect the uncertainties of the valuation of such Nextel Shares at the time of payment and that such payment in shares shall be a distribution in liquidation to REI as a creditor of Chadmoore pursuant to the Plan) and valued at the Nextel Share Price; PROVIDED, HOWEVER, that if the Closing does not occur, the note shall be payable in cash and immediately upon demand (with interest at 10% per annum from the date of issuance to the date immediately preceding the date of payment, if not paid after demand), together with a facility fee of $975,000. Chadmoore shall use its best efforts to insure that such loan is secured by its assets but subordinate to debt owed by Chadmoore to GATX Capital Corporation and Barclays Bank PLC." 2. Section 5 of the Amended Letter Agreement is deleted in its entirety and replaced with the following: "5. Immediately following the consummation of the Closing, Chadmoore shall pay REI all accrued and unpaid amounts due to date under the Advisory Agreement, dated as of May 1, 1998, between REI and Chadmoore (the "Advisory Agreement"). Thereafter, notwithstanding the terms of the Advisory Agreement, in addition to any continued payments required thereunder, REI shall be entitled to, and Chadmoore shall pay to REI, an amount equal to $312,500, which, together with all other remaining fees, shall be pre-paid by Chadmoore as promptly as possible, but in no event later than thirty (30) days immediately following the Closing Date." [signature page to follow] This letter agreement shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. This letter agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. If you are in agreement with the foregoing, please sign the copy of this letter enclosed and return it to the undersigned, whereupon it will become a binding obligation between us. Sincerely yours, CHADMOORE WIRELESS GROUP, INC. By: /s/ Stephen Radusch ------------------------------- Name: Stephen K. Radusch Title: CFO Agreed and accepted this 12th day of December, 2001. RECOVERY EQUITY INVESTORS II, L.P. By: RECOVERY EQUITY PARTNERS II, L.P. Its General Partner By: /s/ Joseph J. Finn-Egan -------------------------------------- Name: Joseph J. Finn-Egan Title: General Partner By: /s/ Jeffrey A. Lipkin -------------------------------------- Name: Jeffrey A. Lipkin Title: General Partner EX-2 4 a2084708zex-2.txt EXHIBIT 2 EXHIBIT 2 CHADMOORE WIRELESS GROUP, INC. a dissolved Colorado corporation -- 2002 2875 East Patrick Lane, Suite G Las Vegas, Nevada 89120 July 11, 2002 Recovery Equity Investors II, L.P. 555 Twin Dolphin Drive Redwood City, California 94065 Re: Agreement and Plan of Reorganization dated as of August 21, 2000 by and among Nextel Communications, Inc. ("Nextel"), Nextel Finance Company ("Acquisition Sub") and Chadmoore Wireless Group, Inc. ("Chadmoore") (the "Agreement"), as amended by the First Amendment to the Agreement, dated as of August 31, 2000, by the Second Amendment to the Agreement, dated as of February 20, 2001, by the Third Amendment to the Agreement, dated as of June 29, 2001 and by the Fourth Amendment to the Agreement, dated as of November 16, 2001 (the Agreement, as amended, the "Amended Agreement") Dear Sirs: On August 21, 2000, Chadmoore entered into the Agreement with Nextel and Acquisition Sub pursuant to which Chadmoore agreed to transfer to Nextel the Assets (except for the Excluded Assets) in exchange for the Nextel Shares and the assumption of certain obligations of Chadmoore. All capitalized terms used and not otherwise defined herein have the respective meanings assigned to them in the Amended Agreement. In order to induce Recovery Equity Investors II, L.P., a Delaware limited partnership ("REI"), to enter into the letter agreement relating to its support of the Agreement and the Reorganization as required by Nextel under the Agreement, Chadmoore and REI entered into a letter agreement dated August 21, 2000 (the "LETTER AGREEMENT"). In order to induce REI to enter into an amended letter agreement relating to its support of the Amended Agreement and the Reorganization and to resolve issues arising out of the Investment Agreement, dated as of May 1, 1998, between REI and Chadmoore and agreements related thereto, Chadmoore and REI entered into the letter agreement, dated November 16, 2001, as amended on December 12, 2001 (collectively, the "AMENDED LETTER AGREEMENT"), which amended and restated the Letter Agreement. The Amended Letter Agreement provides, in part, for the treatment of all of the Series C Preferred Stock, par value $.001 per share, of Chadmoore owned by REI and of two warrants, one, the warrant represented by Certificate No. 2, dated May 1, 1998, issued by Chadmoore to REI ("WARRANT NO. 2") and another, the warrant represented by Certificate No. 3, dated May 1, 1998 issued by Chadmoore to REI ("WARRANT NO. 3"), in the plan of liquidation to be adopted by Chadmoore's Board of Directors and approved by its stockholders. The Board of Directors of Chadmoore adopted a Plan of Liquidation (the "PLAN") which was approved by the Chadmoore stockholders entitled to vote thereon on January 28, 2002. Articles of Dissolution were filed for Chadmoore with the Colorado Secretary of State on February 23, 2002. Chadmoore currently anticipates making a distribution under the Plan in early July 2002. In accordance with the Amended Letter Agreement and the Plan, Chadmoore and REI agree that: 1. For purposes of determining the number of shares of common stock, par value $.001 per share, of Chadmoore (the "COMMON STOCK") outstanding for purposes of determining the amount per share to be distributed to the holders of Common Stock and the holders of Stock Options (as defined below), (i) REI shall be deemed to be the holder of the 8,854,662 shares currently registered in its name on the stock records of Chadmoore and the additional 19,847,951 shares of Common Stock that would have been acquirable under Warrants No. 2 and 3 and (ii) the total number of shares of Common Stock deemed outstanding for any particular distribution shall be no more than the sum of (w) the 47,736,006 shares of Common Stock issued and outstanding on the Record Date (as defined below), (x) the 19,847,951 shares of Common Stock that would have been acquirable under Warrants No. 2 and 3, (y) the 513,607 shares of Common Stock deemed acquirable under the warrants issued to Private Equity Partners originally for 278,798 shares, 80,000 shares and 250,000 shares, respectively, and (z) the aggregate number of shares of Common Stock deemed to be issued upon the net exercise of the Stock Options (as defined below) determined as provided in paragraph 2 below. The basis for the calculation of the number of shares which would have been acquirable under Warrants Nos. 2 and 3 is as set forth under "Reserve utilization handicapped" in Exhibit A attached hereto and on the computer disc delivered to REI hereunder. REI's portion of any distribution made to holders of Common Stock and the holders of Stock Options (as defined below) shall be determined by multiplying the amount per share to be distributed as determined using the methodology set forth on Exhibit B attached hereto and the computer disc delivered to REI hereunder by the sum of the 8,854,662 shares of Common Stock held of record by REI and, as provided in the Plan, the additional 19,847,951 shares of Common Stock that would have been acquirable under Warrants No. 2 and 3. Payments to REI on account of the 8,854,662 shares of Common Stock held of record shall be made by the paying agent then employed by Chadmoore. No later than the date that any payment is made by the paying agent, Chadmoore shall pay directly to REI all other amounts payable to REI in such manner as REI shall reasonably direct. 2. The Plan also provides for distributions to be made to the holders of stock options, other than those who have elected not to participate in the deemed net exercise, under the Chadmoore Wireless Group, Inc. 1995 Amended Nonqualified Stock Option Plan, the Chadmoore Wireless Group, Inc. Employee Benefit and Consulting Services Compensation Plan, the Chadmoore Wireless Group, Inc. 1998 Stock Option Plan and the Chadmoore Wireless Group, Inc. 2000 Stock Option Plan and any other stand-alone option agreements outside such plans with current or former officers, non-management directors or employees of Chadmoore outstanding and vested as of the date of the filing of Chadmoore's Articles of Dissolution (the "RECORD DATE") (such options, collectively, being the "STOCK OPTIONS"). Chadmoore represents and warrants to REI that the list attached hereto as Exhibit B is a true, correct and complete list of each Stock Option outstanding and vested as of the Record Date, the exercise price thereof and the holder thereof. Chadmoore also agrees that, upon each distribution under the Plan, it shall use the methodology set forth in Exhibit B attached hereto and on the computer disc delivered to REI hereunder to determine whether the holder of a Stock Option is entitled to any portion of such distribution and, if so entitled, the amount to which he or she is so entitled. 3. At least five (5) business days prior to any distribution to be made under the Plan, Chadmoore shall notify REI in writing of such distribution and provide REI with its calculation of the amount to be received by REI and the amount to be received by holders of Stock Options in such distribution for REI's prior review and reasonable comment. REI hereby waives such five-day period in connection with the initial distribution to be made under the Plan on or about July 10, 2002; provided that such distribution is made by July 17, 2002. 4. Chadmoore acknowledges and confirms receipt of an executed IRS Form W-9 from REI and that, based upon the certification contained therein, all payments to be received by REI under the Plan will not be subject backup tax withholding. 5. Chadmoore has engaged KPMG to render an opinion whether, and what extent, the annual limitation imposed under Section 382 of the Internal Revenue Code of 1986, as amended (the "CODE"), on the utilization of net operating loss carryovers may be increased by the application of Section 382(h) of the Code to certain built-in gain assets sold by Chadmoore to Nextel. Chadmoore has received drafts of this opinion, true, correct and complete copies of which it has also provided to REI. Chadmoore shall provide REI with a true, correct and complete copy of the final form of opinion issued by KPMG on this subject within two (2) business days after its receipt thereof. 6. Any notice, demand, request, waiver or other communication under this Letter Agreement shall be in writing and shall be deemed to have been duly given on the date of service if personally served, on the date of transmission, if sent by facsimile, receipt confirmed, or on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered, returned receipt request, postage prepaid, in each case addressed as follows (or to such other address as shall be designated by the applicable party to the other party in writing in compliance with this Section): To Chadmoore: Chadmoore Wireless Group, Inc. 2875 East Patrick Lane Suite G Las Vegas, Nevada 89120 Attention: President and Chief Executive Officer Facsimile No.: 702-740-5643 With a copy to: Gray Cary Ware & Freidenrich LLP 400 Capitol Mall Suite 2400 Sacramento, California 95814-4411 Attention: Gilles Attia Facsimile No.: 916-930-3201 To REI: Recovery Equity Investors II, L.P. 555 Twin Dolphin Drive Redwood City, California 94065 With a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Attention: Philip H. Werner Facsimile No.: 212-309-6273 7. No failure or delay on the part of either party to this Letter Agreement in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise for any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 8. Except as hereinafter provided, changes in, termination or amendments of or additions to this Letter Agreement may be made, and compliance with any covenant or provision set forth herein may be omitted or waived, if Chadmoore shall obtain REI's prior written consent thereto. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 9. REI and Chadmoore acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Letter Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Letter Agreement, and to enforce specifically the terms and provisions hereof in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which they may be entitled at law or equity. 10. This Letter Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. 11. This Letter Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. [signature page to follow] If you are in agreement with the foregoing, please sign the copy of this letter enclosed and return it to the undersigned, whereupon it will become a binding obligation between us. Sincerely yours, CHADMOORE WIRELESS GROUP, INC., a dissolved Colorado corporation - 2002 By: /s/ Robert W. Moore ------------------------------- Name: Robert W. Moore Title: President/CEO Agreed and accepted this 11th day of July, 2002. RECOVERY EQUITY INVESTORS II, L.P. By: RECOVERY EQUITY PARTNERS II, L.P. Its General Partner By: /s/ Joseph J. Finn-Egan -------------------------------------- Name: Joseph J. Finn-Egan Title: General Partner By: /s/ Jeffrey A. Lipkin -------------------------------------- Name: Jeffrey A. Lipkin Title: General Partner -----END PRIVACY-ENHANCED MESSAGE-----