EXHIBIT 10.1
To All Shareholders of Tri-National Development Corporation:
Enclosed for your consideration is a Tender Offer and Prospectus under the terms
of which you may surrender your Common stock in Tri-National Development
Corporation [Tri-National] and receive 1 share of Senior Care Industries, Inc.
[Senior Care] plus one Senior Care Warrant for 3 shares of Tri-National.
This Offer is not being made by this letter but is being made by the enclosed
Tender Offer and Prospectus.
The Securities and Exchange Commission (SEC) and state securities regulators
have not approved these securities or determined if the enclosed prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
This Tender Offer and Prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
Please read the prospectus carefully. It describes Senior Care, its finances and
services. It also describes the finances and services of Tri-National Federal
and state securities laws require that we include in the Tender Offer and
Prospectus all the important information that you will need to make an
investment decision.
You should rely only on the information contained in the Tender Offer and
Prospectus to make your investment decision. We have not authorized anyone to
provide you with information that is different from what is contained in the
prospectus.
THE INFORMATION IN THE ENCLOSED DOCUMENTS IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE.
If you wish to tender all of your Common shares of Tri-National or any portion
of those shares, you must send the share certificates together with this Letter
of Transmittal, signed and filled out in all respects, to the Depository that is
handling this transaction for Senior Care.
This Letter of Transmittal, fully filled out and signed together with your
original stock certificate or certificates duly endorsed with a medallion
guarantee from your bank or your broker, should be sent to the following
address:
First American Stock Transfer, Inc.
1717 E. Bell Road, 2-155
Phoenix, AZ 85022
Telephone: (602) 485-1346
The documents may be sent by Mail or by any overnight express carrier. A return
address, postage paid envelope is enclosed for your use in this transaction.
In the event your stock certificates are with a broker dealer, then you should
contact your broker to find out how to exercise this Tender since your broker
may have alternative ways of exercising the Tender other than as set forth here.
If your Tri-National common stock is held by a broker, you should receive
instructions from your broker on how to participate in this Tender Offer.
Contact your broker directly if you have not already received instructions. Some
financial institutions may effect tenders by transmitting shares electronically
through the Depository Trust Company.
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PLEASE BE CERTAIN THAT YOU HAVE INCLUDED:
1. THIS TRANSMITTAL LETTER FULLY FILLED OUT AND SIGNED
2. YOUR STOCK CERTIFICATES
3. THAT YOU HAVE ENDORSED EACH STOCK CERTIFICATE ON THE BACK SIDE AND
4. HAVE OBTAINED A SIGNATURE GUARANTEE FROM YOUR BANK OR BROKERAGE HOUSE.
5. THIS LETTER AND THE ENCLOSED ENDORSED STOCK CERTIFICATES MUST ARRIVE
AT THE DEPOSITORY NO LATER THAN AUGUST 31, 2001.
The Undersigned, being a shareholder in Tri-National Development Corporation
[Tri-National], desires to tender my shares as set forth hereinbelow. I
understand that by this tender, I will receive the following:
1 share of Senior Care Common stock for 3 shares of Tri-National Common
Stock plus 1 warrant which may be converted into 1 share of Common stock
in Senior Care by the payment of $1.
Name: Number of Shares Tendered:
------------------------------- -------------
Address: Social Security No.
---------------------------- (Or Taxpayer ID Number) -------------
City: State: Zip:
--------------- ------ ------------
Signed:
--------------------------------------------
Exact Name as Set Forth on Share Certificate
Please sign Tender exactly as your name appears on the share certificate. When
signing as attorney, executor, administrator, trustee, or guardian, give full
title as such. If signer is a corporation, sign full corporate name by duly
authorized officer. If shares are held in the name of two or more persons, all
should sign.
This Tender should be mailed so that it will be received no later than the close
of business on August 31, 2001. It should be mailed as follows:
First American Stock Transfer, Inc.
1717 E. Bell Road, 2-155
Phoenix, AZ 85022
Telephone: (602) 485-1346
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