Attached files
file | filename |
---|---|
8-K - FORM 8-K - FIRST UNITED ETHANOL LLC | c05155e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - FIRST UNITED ETHANOL LLC | c05155exv99w1.htm |
Exhibit 99.2
August 16, 2010
Dear FUEL Member,
For an extended amount of time, First United Ethanol, LLCs Board of Directors has been discussing
a decision to deregister as a public company with the U.S. Securities and Exchange Commission. As
an SEC reporting company, FUEL must report all of its financial and otherwise significant
information to the public. This information is available to our competitors which may be helpful
in challenging our business operations and market share. Terminating FUELs public reporting
obligations will help to protect this sensitive information. FUEL will also be relieved from
having to report possible but not probable issues the company could face, thereby eliminating
confusion regarding the stability of FUEL as a viable company. The choice to deregister as an SEC
company will save our company and its stockholders a significant amount of money. The companys
annual cost of SEC compliance and reporting is currently estimated at $400,000 per year, and
continues to escalate. Deregistering our company will reduce the burden on our management and
employees which arises from increasingly stringent SEC reporting requirements, thus allowing
management to focus on effectively managing the company. Most importantly, it will allow us to
protect proprietary information that will allow us to manage FUEL more efficiently.
The decision to deregister will be voted on by all stockholders. We will hold a specially called
members meeting this winter. Prior to the meeting, you will receive a proxy statement announcing
the date of the meeting and explaining the proposed amendments to the companys operating agreement
needed to effect this deregistration. Final approval of the reclassification must be received by a
majority of the members represented in person or by proxy at the specially called members meeting.
Brown Winick, the companys SEC compliance law firm, has been retained to represent the Company in
this transaction.
To deregister as a company, FUEL must reclassify its units into significantly different classes of
stock. After much discussion and thought, FUELs Board of Directors met on August 11, 2010 and
approved the reclassification of FUELs membership units into three separate classes, subject only
to stockholder approval. The three classes of stock are described in the following section. In
regards to potential future dividends, each unit of stock will receive its equal portion of a
declared dividend, regardless of its class of stock.
The existing Company membership consists of 81,984 units, all of the same class, owned by
approximately 854 members. The result of the proposed reclassification is expected to be similar
to the following:
Proposed Class A |
100 or more units owned | 205 members | 61,164 units | |||||||||
Proposed Class B |
99 to 21 units owned | 346 members | 14,849 units | |||||||||
Proposed Class C |
20 or fewer units owned | 303 members | 5,971 units |
The proposed distinction between the classes will be voting rights; there will be no economic
difference between the three classes. All rights with regard to distributions/dividends,
allocation of profits and losses, liquidation, and transfer of units would be identical for unit
holders in all three classes. If the reclassification is approved, we expect that the Class A unit
holders would be entitled to vote on all matters for which unit holder approval is required under
FUELs operating agreement or state law; Class B unit holders would be entitled to vote on the
election of FUELs Directors and the voluntary dissolution of FUEL; and Class C unit holders would
be entitled to vote only on the voluntary dissolution of FUEL. A chart at the end of this letter
provides a comparison of the expected similarities and differences between the proposed classes of
membership units.
There will be a 60 day window beginning with the date of this letter and ending on October 15, 2010
for transfers of units prior to the proposed reclassification of units (unless further extended by
the Board of Directors, in which case you will receive notice). The purpose of this trading
window is to allow unit holders the opportunity to make transfers prior to the reclassification of
units so that they may own the requisite number of units to be in their desired class. The total
number of units a member holds at the time of reclassification will determine the class to which
the units held by that member will be assigned. In some cases, members may desire to combine
ownership of membership units in order to be assigned to a different class, such as spouses that
now own units separately combining their units to move to a different class. We encourage you to
speak with your attorney and accountant to determine whether combining ownership of units may be
advantageous in your particular situation. If you wish to buy, sell, or otherwise request a
transfer of units on the Qualified Matching Service (QMS) located on the companys website, contact
Alicia Shirah at 229-522-2822 or by email at Alicia@firstunitedethanol.com. Beginning October 1,
2010, transfers of shares and trading on the QMS will be halted until further notice (unless
further extended by the Board of Directors, in which case you will receive notice). However, it is
the intent of the company to continue the QMS once the deregistration process is complete.
As we stated at the beginning of this letter, the significant purpose of this transaction is to
reduce costs and administrative burdens associated with SEC reporting. The decision was also
driven by major impacts to FUELs profitability due to pricing information that is required to be
made public in our SEC reports. In the event the reclassification is approved by the stockholders,
it is the intent of the Board of Directors and management to continue to provide FUELs members
with financial information on a
regular basis as well as to continue to distribute newsletters. The company will also continue to
provide members with the companys audited financial statements. We anticipate that future
correspondence to our members will be at least as informative as the information provided at this
time, and may be even more meaningful because we will not be restricted by SEC regulations as to
what we may or may not disclose.
If the proposed reclassification of units is approved, all unit holders of record will receive new
membership unit certificates to replace the certificates currently held by members.
Proposed differences between classes of membership units
Proposed Class A | Proposed Class B | Proposed Class C | ||||
Voting Rights
|
Members would be entitled to vote on all matters for which unit holder approval is required under Companys operating agreement or state law. | Members would be entitled to vote on the election of Companys Directors, the voluntary dissolution of Company, and as may be required by Companys operating agreement or state law. Class B unit holders may only vote on amendments to Companys operating agreement that modify the limited liability of the unit holder or alter the unit holders economic interest. | Members would be entitled to vote only on the voluntary dissolution of Company, and as may be required by Companys operating agreement. Class C unit holders may only vote on amendments to Companys operating agreement that may modify the limited liability of the unit holder or alter the unit holders economic interest. | |||
Distributions
|
If and when declared by Companys board of Directors. | If and when declared by Companys board of Directors. | If and when declared by Companys board of Directors. | |||
Liquidation Rights |
Members would be entitled to distribution of Companys assets as set forth in Companys operating agreement and on the same basis as holders of Class B and Class C units. | Members would be entitled to distribution of Companys assets as set forth in Companys operating agreement and on the same basis as holders of Class A and Class C units. | Members would be entitled to distribution of Companys assets as set forth in Companys operating agreement and on the same basis as holders of Class A and Class B units. | |||
Transfer Rights |
Transfer would only be allowed pursuant to the restrictions set forth in Companys operating agreement, and tax and securities laws. Companys board of Directors would have the authority to prohibit transfers that would result in 300 or more Class A unit holders of record. | Transfer would only be allowed pursuant to the restrictions set forth in Companys operating agreement, and tax and securities laws. Companys board of Directors would have the authority to prohibit transfers that would result in 500 or more Class B unit holders of record | Transfer would only be allowed pursuant to the restrictions set forth in Companys operating agreement, and tax and securities laws. Companys board of Directors would have the authority to prohibit transfers that would result in 500 or more Class C unit holders of record |
On behalf of the Board of Directors of First United Ethanol, LLC, we thank all of our stockholders
for supporting FUEL and the Board in its decisions. We take our role very seriously and truly
believe that this decision to deregister as a public company with the U.S. Securities and Exchange
Commission is in the best interest for all of our stockholders. If you have any questions
regarding this process, please contact Alicia Shirah, Director of Communications for FUEL, with any
questions at 229-522-2822 or Alicia@firstunitedethanol.com.
Sincerely,
First United Ethanol, LLC
First United Ethanol, LLC
Tommy Dollar, Chairman of the Board
This letter is not a proxy statement or a solicitation of proxies from the holders of membership
units of Company. Any solicitation of proxies will be made only by the definitive proxy statement
of Company, when available. Members of Company are urged to read the proxy statement and
appendices thereto, when available, because they will contain important information about Company
and the proposed reclassification of membership units.
This letter contains historical information, as well as forward-looking statements that involve
known and unknown risks and relate to future events, our future financial performance, or our
expected future operations and actions. These forward-looking statements are only our predictions
based upon current information and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking statements for many
reasons, including the reasons described in our filings with the Securities and Exchange
Commission. We caution you not to put undue reliance on any forward-looking statements, which
speak only as of the date of this letter. We qualify all of our forward-looking statements by
these cautionary statements.