EXHIBIT 1
MILLENNIUM SPORTS MANAGEMENT, INC.
(f/k/a Skylands Park Management, Inc.)
Xxxx' Corner
U.S. Highway 206 & Country Xxxxx 000
X.X. Xxx 000
Xxxxxxx, Xxx Xxxxxx 00000-0000
September 18, 1998
VIA FACSIMILE AND FIRST CLASS MAIL
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Continental Stock Transfer & Trust Company
0 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Reference is made to the Warrant Agreement between us dated as of
September 24, 1993 (the "Warrant Agreement"). All capitalized terms used herein
without definition have the respective meanings ascribed to them in the Warrant
Agreement.
Pursuant to the Warrant Agreement, the Company hereby certifies that,
pursuant to due authorization of the Board of Directors of the Company, the
Company has elected to extend the Warrant Expiration Date through and including
5:00 p.m. (New York time) on December 31, 1998, and Section 1(m) of the Warrant
Agreement is hereby correspondingly amended. No other term of the Warrants (as
currently in effect) has been amended. The Company expects that this will be the
final extension of the Warrant Expiration Date for the Warrants, although the
Company still retains the right to make further extensions in its discretion.
The Company does not have a current prospectus in effect with respect to
the shares underlying the Warrants, and thus the Warrants cannot currently be
exercised. The Company has filed with the Securities and Exchange Commission a
post-effective amendment to the registration statement previously in effect for
the Warrants, and if, as and when such post-effective amendment is declared
effective, the Warrants will again be exercisable in accordance with their
terms.
In accordance with Section 8(d) of the Warrant Agreement, the existing
Warrant Certificates will continue to represent the Warrants, notwithstanding
the extension described herein.
In accordance with Section 8(e) of the Warrant Agreement, the Company
hereby directs you, as Warrant Agent, to send a copy of this letter by ordinary
first class mail to each Registered Holder of Warrants at his, her or its last
address as it appears on your registry books as Warrant Agent.
Very truly yours,
MILLENNIUM SPORTS MANAGEMENT, INC.
By: __________________________
Xxxxx X. Xxxxxx, President
cc: A. S. Goldmen & Co., Inc.
