Exhibit 4.6b
February 17, 1997
___________________
___________________
___________________
RE: 10% Subordinated Note with Warrants - # _______
Dear _________:
Last fall you purchased a 10% Subordinated Note with Warrants (the "Note")
issued by Anchor Pacific Underwriters, Inc. ("APU"). APU is presently
conducting a new phase of financing whereby it is offering up to 550,000 shares
of its common stock at a purchase price of $0.90 per share. Further, this new
offering provides that each share shall include a five year warrant entitling
the purchaser to acquire an additional share of APU's common stock at the same
$0.90 per share purchase price.
The Board of Directors of APU has decided to offer to each of the investors in
the Note an opportunity to either change the terms of the warrants underlying
the Note or to participate in APU's new financing by an exchange of the Note.
These two alternatives are summarized below:
1. In lieu of receiving 1,000 warrants to purchase 1,000 shares
of common stock of APU at a purchase price of $1.75 per
share for each $10,000 in principal amount of the Note
purchased, you would receive 2,000 warrants to purchase
2,000 shares of common stock of APU at a purchase price
of $1.35 per share for each $10,000 in principal amount of
the Note purchased;
or
--
2. Participate in APU's new financing by exchanging the Note
and receiving in return (i) interest at the rate of 10% per
annum up to the date of conversion; (ii) common stock of
APU in place of the Note at a price equal to $0.90 per share;
and (iii) five year warrants, equal to the number of shares
issued in place of the Note, with the right to purchase APU's
common stock at a purchase price of $0.90 per share.
February 17, 1997
Page 2.
If you want to elect to receive additional warrants at a reduced price as
described in Alternative No. 1 or to exchange the Note to participate in APU's
new financing as described in Alternative No. 2, please initial the appropriate
line set forth immediately below, sign and date this letter in the space
provided below and return this letter to the undersigned. A copy of the
executed letter will be returned to you for your records.
Sincerely,
/s/ J.R. Dunathan
-----------------
J.R. Xxxxxxxx
President/
Chief Executive Officer
I accept Alternative No. 1. ________
I accept Alternative No. 2. ________
___________________________
Date:_______________, 1997
