1
EXHIBIT 99
(Prospective Investor Letter/Request Card - Austin Funding.com Corporation
Letterhead)
_______________, 1999
Dear Prospective Investor:
We are pleased to announce that Austin Funding.com Corporation (the "Company"),
is offering up to $10,000,000 of its 8% secured subordinated debentures in a
Public Offering ("Offering"). The Company is offering the debentures with a
minimum purchase of $5,000 to the general public. Net offering proceeds will
increase the capital of the Company and, consistent with regulatory
restrictions, will support the expansion of the Company's financial services
business.
We have available the following materials which will help you learn more about
the merits of the Company's debentures as an investment.
PROSPECTUS: This document provides detailed information about the
Company's operations and the proposed debenture Offering.
DEBENTURE ORDER FORM: This form is used to purchase debentures by
returning it with your payment in the business reply envelope enclosed
with the Debenture Order Form. The deadline for ordering debentures is
4:00 p.m., Central Standard Time, ___________, 2000.
We invite our employees, customers, local community members and the general
public to purchase the Company's debentures in the Offering. Through this
Offering you have the opportunity to buy debentures directly from the Company
without commission or fee. The board of directors and senior management of the
Company fully support this debenture Offering.
If you have additional questions regarding the debenture Offering, please call
us at (512) 302-6060, Monday through Friday from 9:00 a.m. to 6:00 p.m. or stop
by the Debenture Sales Center located at ______________________________, in
Austin, Texas.
Sincerely,
Glenn A. LaPointe
President
This is not an offer to sell or a solicitation of an offer to buy debentures.
The offer is made only by the Prospectus.
2
DEBENTURE OFFERING
QUESTIONS & ANSWERS
FACTS ABOUT THE OFFERING
AUSTIN FUNDING.com CORPORATION (THE "COMPANY"), A NEVADA CORPORATION IS
OFFERING UP TO AN AGGREGATE OF $10,000,000 OF ITS 8% SECURED SUBORDINATED
DEBENTURES IN A PUBLIC OFFERING ("OFFERING").
THIS BROCHURE ANSWERS SOME OF THE MOST FREQUENTLY ASKED QUESTIONS ABOUT THE
OFFERING AND ABOUT YOUR OPPORTUNITY TO INVEST IN THE COMPANY.
INVESTMENT IN THE DEBENTURES INVOLVES CERTAIN RISKS. FOR A DISCUSSION OF THESE
RISKS AND OTHER FACTORS, INVESTORS ARE URGED TO READ THE ACCOMPANYING
PROSPECTUS.
WHY IS THE COMPANY OFFERING DEBENTURES?
The net offering proceeds will be used by the Company for general working
capital purposes, to repay outstanding indebtedness and to provide funds for
the Company to acquire related financial services business.
Is my principal secured?
The principal amount of the debenture due to you at maturity on are 100% secured
by obligations of the United States government. These government obligations are
held in Trust by Norwest Bank, an FDIC insured depository institution.
WHO IS ELIGIBLE TO PURCHASE THE DEBENTURES IN THE OFFERING?
Any member of the general public.
HOW MUCH IS BEING OFFERED AND AT WHAT PRICE AND UNIT?
The Company is offering up to $10,000,000 of its debentures at a minimum
investment of $5,000 through the Prospectus. Debentures must be purchased in
increments of $5,000. No purchase may exceed $1,000,000.
HOW DO I ORDER DEBENTURES?
You must complete the enclosed Debenture Order Form. Instructions for
completing your Debenture Order Form are contained in this packet. Your order
must be received by the Company by 4:00 p.m., Central Standard Time, on
________, 1999.
HOW MAY I PAY FOR MY DEBENTURES?
You may pay for debentures by check, cash or money order. Funds will be placed
in an escrow account with Compass Bank ("Bank") and will earn interest from the
day funds are received until the completion or termination of the Offering. You
will not have access to these funds from the day we receive your order until
the completion or termination of the Offering.
MUST I PAY A COMMISSION?
No. You will not be charged a commission or fee on the purchase of debentures
in the Offering. However, the Company may pay a commission to the underwriter,
Choice Investments, Inc., in connection with the Offering.
IS MY INVESTMENT SECURED?
The debentures are secured by a non-callable zero coupon security in the face
amount of $10,000,000 due in 2015, but are otherwise subordinate to the
Company's current and future indebtedness.
WHAT ARE MY EARNINGS ON THE DEBENTURES?
The debentures accrue interest at an annual rate of 8%. Interest is payable
monthly on the first day of the month. Unless earlier redeemed by the Company,
all principal and interest is due and payable in full on December ___, 2015.
1
3
HOW WILL THE DEBENTURES BE TRADED?
Prior to the Offering, there has been no public market for the Company's
debentures. The Company has applied to have the debentures traded in the
over-the-counter market and listed in the "yellow sheets" published by the
National Quotation Bureau, LLC. It is unlikely that an active trading market
will develop for the debentures.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR DEBENTURE INFORMATION CENTER AT
(512) 302-6060, Monday through Friday from 9:00 a.m. to 6:00 p.m. Central
Standard Time.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY DEBENTURES.
THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
2
4
THE OFFERING
Debentures Up to $10,000,000 in aggregate principal amount of 8% secured
subordinated debentures due 2015. Debentures will only be
issued in a minimum amount of $5,000 and $1,000 increments
thereafter.
Maturity date December 31, 2015.
Interest and
interest payment
dates The debentures accrue interest at an annual rate of 8%.
Interest is payable monthly on the first day of the month. All
principal and interest is due and payable in full on December
31, 2015.
Redemption We may redeem the debentures at our option, in whole or in
part, at any time after December 31, 2001.
Redemption prices are equal to the principal amount plus
accrued and unpaid interest to the date of redemption.
Security Our obligation to pay the principal of and interest on the
debentures will be secured by a pledge of one or more
non-callable United States Government or Government Agency
Zero Coupon Bonds in the face amount of the debentures sold
in the offering due on or about December 31, 2015 (the "Zero
Coupon Bond") owned by us and pledged to the Trustee as
security for the debentures.
Subordination The debentures are junior in right of repayment to all of our
existing and future senior indebtedness. The debentures are
also effectively subordinate in right of payment to all of
our subsidiaries' indebtedness and other liabilities,
including AFC. At September 30, 1999, we and our subsidiary
had outstanding approximately $6.6 million of senior
indebtedness.
This number includes trade and other payables outstanding. It
does not include intercompany liabilities and liabilities
that are not required to be reflected on a balance sheet by
generally accepted accounting principles.
Trustee Norwest Bank Minnesota, N.A.
Market maker The debentures are not listed on any securities exchange or
included for quotation on any quotation system, and no
established trading market exists. Choice Investments, Inc.
intends to make a market in the debentures but is under no
obligation to do so, and such market making, if commenced,
may be terminated at any time.
Use of Proceeds We intend to use the net proceeds of this offering to fund
the expansion of lending activities; acquire financial
service businesses; repay outstanding indebtedness; and for
working capital and general corporate purposes. Approximately
$3.3 million of the gross proceeds of the offering will be
used to purchase the Zero Coupon Bonds being used as security
in the debenture assuming the sale of all $10,000,000 of
debentures.
Risk Factors The debentures offered hereby are speculative and involve a
high degree of risk and should not be purchased by investors
who cannot afford the loss of their entire investment. See
"Risk Factors" in the Prospectus.
Please remember that these securities:
o are not bank accounts or deposit accounts;
o are not federally insured by the FDIC;
o are not insured by any other state or federal agency; and
o are secured only by the zero coupon bonds.
This is only a partial summary of the terms of the debentures and a prospective
investor should read the prospectus enclosed herein.
5
DEBENTURE ORDER FORM AUSTIN FUNDING.COM CORPORATION
Note: Please read the Debenture Order Form Guide and Instructions attached to
this form before completion.
- -------------------------------------------------------------------------------
DEADLINE
- -------------------------------------------------------------------------------
The Offering ends at 4:00 p.m., Central Standard time, on _____, 1999. Your
Debenture Order Form, properly executed and with the correct payment, must be
received at the address on the bottom of this form by this deadline or it may
be considered void.
- -------------------------------------------------------------------------------
NUMBER AND AMOUNT OF DEBENTURES
- -------------------------------------------------------------------------------
(1) Amount of Debenture* $
-----------------
Amount of Debenture** $
-----------------
Amount of Debenture** $
-----------------
Amount of Debenture** $
-----------------
-----------------
(2) Total Amount Due $
-----------------
*The minimum dollar amount which may be subscribed for is $5,000, and
debentures must be purchased in increments of $5,000. ** If more than one,
indicate the amount and ownership (see 5 & 6 below). The maximum amount of
debentures which may be subscribed for is $1,000,000 in the Offering.
- -------------------------------------------------------------------------------
Method of Payment Purchaser Information
- -------------------------------------------------------------------------------
(3) ___ Enclosed is a check, bank draft or money (4) ___ Check here if you are a director, officer or
order payable to Compass Bank for employee of Austin Funding Corporation or
$_______________ (or cash if presented in a member of such person's immediate family.
person)
Payments will be deposited in an Escrow Account with Compass Bank, Austin,
Texas. Payment by check, cash or money order will earn interest in the Escrow
Account until the debenture offering closes.
- ----------------------------------------------------------------------------------------------------------------------
DEBENTURE REGISTRATION
- ----------------------------------------------------------------------------------------------------------------------
(5) Form of debenture ownership
Individual Uniform Transfer to Minors Partnership
---- ---- ----
Joint Tenants (WROS) Uniform Gift to Minors Individual Retirement Account
---- ---- ----
Tenants in Common Corporation Fiduciary/Trust (Under Agreement Dated
---- ---- ----
-------------------)
(6) Name (Please Print Clearly) Social Security or Tax. I.D.
----------------------------- ------------------
Name Daytime Telephone
-------------------------------------------------- ----------------------------
Street Address Evening Telephone
----------------------------------------- ----------------------------
City State Zip Code County of Residence
------------- -------- ------------- ---------------------------
- -------------------------------------------------------------------------------
NASD AFFILIATION (This section only applies to those individuals who meet the
delineated criteria.)
- -------------------------------------------------------------------------------
_____ check here if you are a member of the National Association of Securities
Dealers, Inc. ("NASD"), a person associated with an NASD member, a member of
the immediate family of any such person to whose support such person
contributes, directly or indirectly, or the holder of an account in which an
NASD member or person associated with an NASD member has a beneficial interest.
To comply with conditions under which an exemption from the NASD's
Interpretation With Respect to Free-Riding and Withholding is available, you
agree, if you have checked the NASD affiliation box: (i) not to sell, transfer
or hypothecate the debentures for a period of 150 days following the issuance,
and (ii) to report this subscription in writing to the applicable NASD member
within one day of the payment therefor.
- -------------------------------------------------------------------------------
ACKNOWLEDGEMENT
- -------------------------------------------------------------------------------
By signing below, I acknowledge receipt of the Prospectus dated
__________________, 1999 and that I have reviewed the provisions therein and
understand that I may not change or revoke my order once it is received by
Choice Investments, Inc. I certify that this debenture order is for my account
only and there is no agreement or understanding regarding any further sale or
transfer of these debentures.
Under penalties of perjury, I further certify that: (1) the social security
number or taxpayer identification number given above is correct; and (2) I am
not subject to backup withholding. You must cross out this item, (2) above, if
you have been notified by the Internal Revenue Service that you are subject to
backup withholding because of underreporting interest or dividends on your tax
return.
- -------------------------------------------------------------------------------
SIGNATURE
- -------------------------------------------------------------------------------
Sign and date the form. When purchasing as a custodian, include your full
title. An additional signature is required only when payment is by withdrawal
from an account that requires more than one signature to withdraw funds.
YOUR ORDER WILL BE FILLED IN ACCORDANCE WITH THE PROVISIONS OF THE PROSPECTUS.
THIS ORDER IS NOT VALID IF NOT SIGNED. If you need help completing this Form,
you may call the Debenture Sales Center at (512) 302-6060.
- -------------------------------------------------------------------------------
Signature Title (if applicable) Date
- -------------------------------------------------------------------------------
Signature Title (if applicable) Date
Broker Assisted Orders-Refer to Prospectus.
- -------------------------------------------------------------------------------
A.E. Name R. R. Number B/D Name
- -------------------------------------------------------------------------------
B/D Mailing Address/City/State/Zip Code Telephone Number
FOR OFFICE USE ONLY
DEBENTURE SALES CENTER
Date Rec'd / / Order # Batch # 5900 Balcones Drive
--- --- --- -------- ------ Austin, Texas 78731
Check # Category (512) 302-6060
---------------- --------------------
Amount $ Initials
-------------- --------------------
6
AUSTIN FUNDING.COM CORPORATION
DEBENTURE ORDER FORM
GUIDE AND INSTRUCTIONS
- -------------------------------------------------------------------------------
DEBENTURE OWNERSHIP GUIDE
- -------------------------------------------------------------------------------
INDIVIDUAL
The debenture is to be registered in an individual's name only. You may not
list beneficiaries for this ownership.
JOINT TENANTS
Joint Tenancy with Right of Survivorship identifies two or more persons as
owners of the debenture. Upon the death of one of the owners, ownership
automatically passes to the surviving tenant(s). You may not list beneficiaries
for this ownership.
TENANTS IN COMMON
Tenants in Common identifies two or more persons as owners of the debenture.
When a debenture is held by tenants in common, upon the death of one co-tenant,
ownership of the debenture will be held by the surviving co-tenant(s) and by
the heirs of the deceased co-tenant. All parties must agree to the transfer or
sale of debentures held by tenants in common. You may not list beneficiaries
for this ownership.
INDIVIDUAL RETIREMENT ACCOUNT
Individual Retirement Account ("IRA") holders may make debenture purchases from
their IRA through a pre-arranged "trustee-to-trustee" transfer. A debenture may
only be held in a self-directed IRA. Please contact the Stock Sales Center if
you have any questions about your IRA account or to obtain a list of local
brokers who will open a self-directed IRA, or check with your broker.
UNIFORM GIFT TO MINORS/UNIFORM TRANSFERS TO MINORS
For Texas residents and residents of many states, debentures may be held in the
name of a custodian for the benefit of a minor under the Uniform Transfers to
Minors Act. For residents of most other states, a debenture may be held in a
similar type of ownership under the Uniform Gift to Minors Act of the
individual states. For either ownership, the minor is the actual owner of the
debenture with the adult custodian being responsible for the investment until
the minor reaches legal age.
Instructions: If you are a Texas resident and wish to register a debenture in
this ownership, check "Uniform Transfers to Minors." For other states, see your
legal advisor if you are unsure about the correct registration of your
debenture.
On the first "NAME" line, print the first name, middle initial and last name of
the custodian, with the abbreviation "CUST" after the name. Print the first
name, middle initial and last name of the minor on the second "NAME line. Only
one custodian and one minor may be designated.
CORPORATION/PARTNERSHIPS
Corporations/Partnerships may purchase debentures. Please provide the
Corporation/Partnership's legal name and Tax I.D. number.
FIDUCIARIES:
Generally, fiduciary relationships (such as Conservatorship, Legal Trust,
Guardianship, etc.) are established under a form of a trust agreement or are
pursuant to a court order. Without a legal document establishing a fiduciary
relationship, your debenture may not be registered in a fiduciary capacity.
Instructions: On the first "NAME" line, print the first name, middle initial
and last name of the fiduciary if the fiduciary is an individual. If the
fiduciary is a corporation, list the corporate title on the first "NAME" line.
Following the name, print the fiduciary "title" such as trustee, executor,
personal representative, etc.
7
On the second "NAME" line, print either the name of the maker, donor or
testator OR the name of the beneficiary. Following the name, indicate the type
of legal document establishing the fiduciary relationship (agreement, court
order, etc.). In the blank after "Under Agreement Dated," fill in the date of
the document governing the relationship. The date of the document need not be
provided for a trust created by a will.
An example of fiduciary ownership of a debenture in the case of a trust is:
John D. Smith, Trustee for Thomas A. Smith Under Agreement Dated 06/09/87.
- -------------------------------------------------------------------------------
ITEM INSTRUCTION
- -------------------------------------------------------------------------------
ITEMS 1 AND 2
Fill in the number of debentures, and the amount of each, that you wish to
purchase and the total payment due. The amount due is determined by totaling
the amounts of all debentures to be purchased. The minimum debenture amount is
$5,000, and debentures will be sold only in multiples of $5,000. The maximum
purchase amount in the Offering by any person is $1,000,000 of the debentures
in the Offering.
ITEM 3
Payment for debentures may be made in cash (only if delivered by you in person)
or by check, bank draft or money order made payable to Choice Investments, Inc.
DO NOT MAIL CASH. If you choose to make a cash payment, take your Debenture
Order Form and payment in person to the Debenture Sales Office listed at the
bottom of the Debenture Order Form. Your funds will earn interest as provided
in the Prospectus.
ITEM 6
The securities industry has developed a uniform system of registrations that we
will use in the issuance of Austin Funding.com Corporation debentures. Print
the name(s) in which you want the debentures registered and the mailing address
of the registration. Include the first name, middle initial and last name of
the debenture holder. Avoid the use of two initials. Please omit words that do
not affect ownership rights, such as "Mrs.," "Mr.," "Dr.," "special account,"
etc.
Enter the Social Security or Tax I.D. number of one registered owner. This
registered owner must be listed on the first "NAME" line. Be sure to include
your telephone number because we will need to contact you if we cannot execute
your order as given. Review the Debenture Ownership Guide on this page and
refer to the instructions for Uniform Gift to Minors/Uniform Transfer to Minors
and Fiduciaries.