EXHIBIT 4.6
SPECIALTY TELECONSTRUCTORS, INC.
00000 XXX 00 XXXXX
XXXXX XXXXX, XXX XXXXXX 00000
FEBRUARY 20, 1997
NOTICE OF REDEMPTION
OF REDEEMABLE COMMON STOCK PURCHASE WARRANTS
Dear Warrantholder:
The Warrant Agreement (the "Warrant Agreement") dated effective as of
November 4, 1994, between Specialty Teleconstructors, Inc., a Nevada corporation
(the "Company"), American Stock Transfer & Trust Company, a New York corporation
(the "Warrant Agent") and Xxxxxx Xxxxx & Associates, Inc., a New York
corporation, provides that the Company may, at its option, upon at least 30 days
prior written notice, redeem the Company's Redeemable Common Stock Purchase
Warrants (the "Warrants") if the closing sales price of the Common Stock as
reported by the Pacific Stock Exchange or other national trading market on which
the Common Stock may then be listed has equaled or exceeded $9.00 per share for
ten (10) consecutive trading days (the "Target Price"). As of the close of
trading on February 18, 1997, the price of the Company's Common Stock has
exceeded the Target Price, as reported by the Pacific Stock Exchange and Nasdaq,
for more than 10 consecutive trading days.
Pursuant to Section 8 of the Warrant Agreement, notice is hereby given to
all registered holders of the Warrants that the Company intends to redeem all
the outstanding Warrants at $.05 per Warrant. The Company has set the date for
redemption of the Warrants on March 26, 1997 (the "Redemption Date"). All
holders have the right to exercise their Warrants until 5:00 p.m. New York City,
New York time on the March 25, 1997, the last business day preceding the
Redemption Date. INVESTORS SHOULD CAREFULLY REVIEW THE ACCOMPANYING PROSPECTUS
RELATING TO THE SHARES OF COMMON STOCK TO BE ISSUED UPON EXERCISE OF THE
WARRANTS BEFORE MAKING ANY INVESTMENT DECISION.
Each Warrant entitles the holder to purchase one share of Common Stock at a
price of $6.00 per share of Common Stock (the "Purchase Price"). Warrants may be
exercised by surrendering, at the corporate office of American Stock Transfer &
Trust Company at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Warrant
Certificate evidencing such Warrants together with a subscription in the form
set forth on the reverse side of the Warrant Certificate, duly executed, and
accompanied by the tender, in U.S. dollars, of either federal funds or a
certified check or bank cashier's check, payable to the order of the Warrant
Agent for the applicable exercise price for the Warrants.
As soon as practicable after any Warrants have been so exercised, the
Company shall cause to be issued and delivered to the holder, or upon the order
of the registered holder of such Warrant, such name or names as may be directed
by him, a certificate or certificates for the number of full shares of Common
Stock to which he is entitled. All Warrant Certificates so surrendered shall be
delivered to and canceled by the Warrant Agent.
Irrespective of the date of issue and delivery of certificates for any
Common Stock issuable upon the exercise of Warrants, each person in whose name
any such certificate is issued shall be deemed to have become the holder of
record of the shares represented thereby on the date on which the Warrant
Certificate surrendered in connection with the subscription therefor was
surrendered and payment of the Purchase Price was surrendered.
Following the Redemption Date, holders of unexercised Warrants may
surrender, at the corporate office of the Warrant Agent at 00 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, the Warrant Certificate evidencing such Warrants together
with a subscription in the form set forth on the reverse side of the Warrant
Certificate, duly executed. As soon as practicable after surrender of the
Warrants by the holder, the Warrant Agent shall forward payment of the
redemption price for such Warrants to each said holder by first class or
certified mail, postage pre-paid.
Sincerely,
SPECIALTY TELECONSTRUCTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx, Chairman of the
Board, President, Chief Executive
Officer and Treasurer
