Exhibit 99 (20)
Form of Letter to Shareholders
THERMACELL TECHNOLOGIES, INC.
1125 Commerce Blvd., N.
Sarasota, Florida 34243
1-800-968-3679
941-358-0306
www.thermacell.com Fax: 941-358-9313
March 11, 1999
Dear Shareholder:
In February 1997, all the shareholders of ThermaCell Technologies, Inc. entered
into agreements with the Company agreeing not to sell or otherwise dispose of
the shares of the Company they then held. The agreements were originally to last
for two years from the date the Company's public offering of shares became
effective, which was March 12, 1997. The agreements could be extended for an
additional year at the request of the underwriter, if the Company did not meet
certain income goals described in the agreements. Although the Company believes
it is moving toward its goals, as of this date it has not met the income goals
in the shareholder agreements.
Since the initial public offering, the original underwriter for the Company's
stock has gone out of business. Other broker-dealer firms are continuing to make
a market in the company's shares and/or to recommend the shares to their
clients. Recently the Company has entered into a strategic investment banking
agreement with Bridgewater Capital Corp. of Newport Beach California, to help
the Company with its financing and acquisition needs. Several of these firms
have asked the Company to invoke the terms of the shareholder agreements and
extend the period during which the original shares will not be sold to the
public. In the view of the Company, these firms have succeeded to the interests
of its former underwriter under the shareholder agreements and have the right to
make such a request.
Therefore, the Company is extending the terms of the shareholder agreements
through March 12, 2000. The Company will be placing stop transfer instructions
with its transfer agent on these shares.
The shareholder agreements allowed sales of shares that were done with the
consent of the underwriter. This provision still applies and the Company will
carefully consider appropriate requests for exceptions to the shareholder
agreements. In the absence of the original underwriter, you should address your
requests directly to the Company. The Company will be approving these requests
based on consultations with its market makers and investment bankers.
In addition, the shareholder agreements allowed private transactions where the
purchaser agreed to be bound by the shareholder agreement. You may continue to
transfer shares in private transactions if the person acquiring your shares
agrees to the terms of the shareholder agreement. If you have already
transferred some or all of your shares, you should forward this notice to the
person or persons who now owns those shares.
We appreciate very much the continued support and trust of our shareholders and
look forward to a productive year ahead.
If you have any questions about this notice, you may call me at the numbers
listed above.
Sincerely yours,
/s/ John Pidorenko
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John Pidorenko, President