<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Edge Petroleum Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
279862 10 6
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(CUSIP Number)
John Sfondrini
36 Catoonah Street, Unit #16
P.O. Box 1248
Ridgefield, Connecticut 06875
(203) 894-8244
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 3, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 279862 10 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
John Sfondrini
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER 278,247 Shares
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER 982,503 Shares
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER 278,247 Shares
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER 982,503 Shares
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,260,750 Shares
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
17.1%
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TYPE OF REPORTING PERSON (See Instructions) IN
14
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CUSIP NO. 279862 10 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Napamco, Ltd.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Connecticut
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SOLE VOTING POWER -0-
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER 113,650 Shares
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER -0-
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER 113,650 Shares
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
113,650 Shares
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.5%
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TYPE OF REPORTING PERSON (See Instructions) CO
14
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CUSIP NO. 279862 10 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Napamco, Ltd.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
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SOLE VOTING POWER -0-
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER 868,853 Shares
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER -0-
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER 868,853 Shares
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
868,853 Shares
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.8%
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TYPE OF REPORTING PERSON (See Instructions) CO
14
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CUSIP NO. 279862 10 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Edge Holding Company Partnership
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Connecticut
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SOLE VOTING POWER -0-
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER 858,853 Shares
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER -0-
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER 858,853 Shares
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
858,853 Shares
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.7%
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TYPE OF REPORTING PERSON (See Instructions) PN
14
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CUSIP NO. 279862 10 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Edge Group Partnership
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Connecticut
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SOLE VOTING POWER -0-
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER 42,896 Shares
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER -0-
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER 42,896 Shares
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
42,896 Shares
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.6%
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TYPE OF REPORTING PERSON (See Instructions) PN
14
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CUSIP NO. 279862 10 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Edge I Limited Partnership
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Connecticut
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SOLE VOTING POWER -0-
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER -0-
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER -0-
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER -0-
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
-0-
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TYPE OF REPORTING PERSON (See Instructions) PN
14
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CUSIP NO. 279862 10 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Edge II Limited Partnership
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Connecticut
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SOLE VOTING POWER -0-
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER -0-
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER -0-
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER -0-
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
-0-
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TYPE OF REPORTING PERSON (See Instructions) PN
14
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CUSIP NO. 279862 10 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Edge III Limited Partnership
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Connecticut
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SOLE VOTING POWER -0-
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER -0-
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER -0-
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER -0-
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
-0-
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TYPE OF REPORTING PERSON (See Instructions) PN
14
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<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is common
stock, par value $.01 per share (the "Common Stock"), of Edge Petroleum
Corporation, a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is Texaco Heritage Plaza, 1111 Bagby,
Suite 2100, Houston, Texas 77002.
Item 2. Identity and Background
This statement is filed by John Sfondrini ("Mr. Sfondrini"), Napamco,
Ltd., a Connecticut corporation that is wholly owned by Mr. Sfondrini
("Connecticut Napamco"), Napamco, Ltd., a New York corporation that is wholly
owned by Mr. Sfondrini ("New York Napamco" and collectively with Connecticut
Napamco, "Napamco"), Edge Holding Company Partnership, a Connecticut limited
partnership ("Edge Holding Company"), Edge Group Partnership, a Connecticut
general partnership ("Edge Group"), Edge I Limited Partnership, a Connecticut
limited partnership ("Edge I"), Edge II Limited Partnership, a Connecticut
limited partnership ("Edge II"), and Edge III Limited Partnership, a Connecticut
limited partnership ("Edge III" and collectively with Mr. Sfondrini, Connecticut
Napamco, New York Napamco, Edge Holding Company, Edge Group, Edge I and Edge II,
the "Sfondrini Parties"). Mr. Sfondrini and New York Napamco are the general
partners of Edge Holding Company. Mr. Sfondrini and Connecticut Napamco are the
general partners of each of Edge I and Edge III. Mr. Sfondrini is the general
partner of Edge II. Edge I, Edge II and Edge III are the general partners of
Edge Group. Mr. Sfondrini is the sole director and sole executive officer of
each of Connecticut Napamco and New York Napamco. Mr. Sfondrini is a citizen of
the United States of America, and his principal occupation and employment is
managing
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various general and limited partnerships that invest primarily in the oil and
natural gas industry. Mr. Sfondrini is a director of the Company. The principal
business of each of New York Napamco and Connecticut Napamco is holding
general partner interests in and operating limited partnerships that have
interests in or invest in the oil and gas industry. The principal business of
Edge Holding Company is holding its shares of Common Stock and holding oil and
natural gas interests. The principal business of each of Edge I, Edge II and
Edge III is holding its general partner interest on Edge Group. The principal
business of Edge Group is holding its shares of Common Stock and holding other
interests in the oil and natural gas industry. Pursuant to the
partnership agreement of Edge Holding Company, a copy of which has been filed as
Exhibit A hereto and is incorporated herein by reference, and pursuant to the
partnership agreements of Edge I, Edge II and Edge III, Mr. Sfondrini,
Connecticut Napamco and/or New York Napamco, as the case may be, as the general
partners of such partnerships, have the right to control such entities as their
general partners, subject to certain exceptions specified in such partnership
agreements. Pursuant to the partnership agreement of Edge Group and Connecticut
general partnership law, each of Edge I, Edge II and Edge III have the right to
control such entities as Edge Group's general partners. The business address of
Mr. Sfondrini and the address of the principal business of each of Connecticut
Napamco, New York Napamco, Edge Holding Company, Edge Group, Edge I, Edge II and
Edge III is 36 Catoonah Street, Unit #16, P.O. Box 1248, Ridgefield, Connecticut
06875. During the last five years, none of the Sfondrini Parties has been
convicted in any criminal proceeding (excluding traffic violations or similar
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<PAGE>
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4, Purpose of Transaction, and Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
ITEM 4. PURPOSE OF TRANSACTION
On March 3, 1997, the Company issued 293,381 shares of Common Stock to
Mr. Sfondrini, 75,305 shares of Common Stock to Connecticut Napamco, 10,000
shares of Common Stock to New York Napamco, 858,853 shares of Common Stock to
Edge Holding Company and 42,896 shares of Common Stock to Edge Group pursuant to
an Amended and Restated Combination Agreement dated as of January 13, 1997 (the
"Combination Agreement"), among the Company, Edge Petroleum Corporation, a Texas
corporation ("Old Edge"), Edge Group II Limited Partnership, a Connecticut
limited partnership ("Edge Group II"), Gulfedge Limited Partnership, a Texas
limited partnership ("Gulfedge"), Edge Mergeco, Inc., a Texas corporation
("Mergeco"), and Edge Group, a copy of which has been filed as Exhibit B hereto
and is incorporated herein by reference, and as contemplated by the Company's
Registration Statement on Form S-4 (Registration No. 333-17269), as amended (the
"Form S-4 Registration Statement"). 378,686 of the shares of Common Stock issued
to Mr. Sfondrini, Connecticut Napamco and New York Napamco were issued pursuant
to an exchange offer by the Company to the general and limited partners of Edge
Group II in which such partners exchanged their
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<PAGE>
interests in Edge Group II for shares of Common Stock. Pursuant to a Waiver and
Clarification of Agreements dated as of November 27, 1996 among Napamco, Mr.
Sfondrini, James C. Calaway and David B. Benedict (the "Waiver and Clarification
of Agreements"), a copy of which has been filed as Exhibit C hereto and is
incorporated herein by reference, Mr. Sfondrini, Connecticut Napamco and New
York Napamco transferred an aggregate of 19,685 shares of Common Stock out of
the 378,686 shares of Common Stock they received in exchange for the general
partner interests in Edge Group II pursuant to the Combination Agreement to
persons who were entitled to receive a portion of the proceeds of any exchange
of such general partner interests for any equity interest in another entity.
After taking into account the foregoing transfers, Mr. Sfondrini received
278,247 shares of Common Stock, Connecticut Napamco received 70,754 shares of
Common Stock and New York Napamco received 10,000 shares of Common Stock in
exchange for their general and limited partner interests in Edge Group II. The
858,853 shares of Common Stock issued to Edge Holding Company were issued in a
merger of Old Edge with Mergeco, a wholly owned subsidiary of the Company
organized solely to effect the merger, in respect of 38,500 shares of common
stock of Old Edge held by Edge Holding Company. The 42,896 shares of Common
Stock issued to Edge Group were issued pursuant to a purchase from Edge Group by
the Company of its interest in Edge Joint Venture II, a Texas general
partnership (the "Joint Venture"). On March 3, 1997, the Company also granted
options for 8,000 shares of Common Stock to Mr. Sfondrini pursuant to the
Company's Incentive Plan, a copy of which has been filed as Exhibit D hereto and
is incorporated herein by reference. Such options are exercisable in cumulative
annual increments of one-fifth of the total number of shares of Common
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<PAGE>
Stock subject thereto, beginning on the first anniversary of the date of grant,
at a purchase price of $16.50 per share and expire ten years from the date of
their issuance.
The Sfondrini Parties will review on a continuous basis their
investment in the Common Stock and the Company's business affairs and financial
condition, as well as conditions in the securities markets and general economic
and industry conditions. The Sfondrini Parties may in the future take such
actions in respect of their investment in the Common Stock as they deem
appropriate in light of the circumstances existing from time to time. Currently,
these actions include continuing to hold the shares they now beneficially own or
disposing of shares. Edge Holding Company may, after August 25, 1997, sell
shares of Common Stock which it holds and/or distribute shares to its partners
pursuant to the registration rights agreement described in Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer, or otherwise. Whether or not such shares are sold and/or distributed
will depend on a variety of factors including the circumstances existing at such
time. Additionally, after August 25, 1997, Mr. Sfondrini may sell a portion of
the 278,247 shares of Common Stock which he currently holds, although any
decision to sell and the number of shares sold, if any, will depend on a variety
of factors including the circumstances existing at such time. Any sales or any
other dispositions by any of the Sfondrini Parties could be effected in private
transactions, through a public offering or, upon compliance with the rules under
the Securities Act of 1933, as amended (the "Securities Act"), in the open
market. Additionally, it is possible that the Sfondrini Parties could seek to
acquire additional shares, although they have no current plans to do so, other
than through employee benefit plans or arrangements with the Company. Any
acquisition of shares could be effected in the open market, in privately
negotiated transactions, or otherwise. Shares
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<PAGE>
may be transferred from time to time among the Sfondrini Parties, to partners or
other equity holders of the Sfondrini Parties and to other entities or trusts
controlled by any of them or to family members. Any sales, purchases or
transfers or other actions described herein may be made at any time without
further prior notice. In reaching any conclusion as to the foregoing matters,
the Sfondrini Parties may take into consideration various factors, such as the
Company's business and prospects, other developments concerning the Company, the
obligations of, cash and financial resources and needs of and other business
opportunities available to the Sfondrini Parties, developments with respect to
the Sfondrini Parties' businesses, general economic conditions, the market price
for shares of Common Stock and stock market conditions.
The partnership agreement of Edge Holding Company provides that Mr.
Sfondrini and New York Napamco, as its general partners, are entitled to receive
certain management fees and certain promoted after-payout interests. Pursuant to
a letter agreement dated February 16, 1989 between Mr. Sfondrini and Richard S.
Dale, the Company's Controller, Treasurer and Secretary, a copy of which has
been filed as Exhibit E hereto and is incorporated herein by reference, Mr.
Sfondrini transferred to Mr. Dale the right to receive 8% of distributions
received by Mr. Sfondrini with respect to such after-payout interest. Mr. Dale
subsequently transferred (i) the right to receive 2% of such distributions made
with respect to such after-payout interest to Mr. David B. Benedict, a director
of the Company, (ii) the right to receive 4% of such distributions made with
respect to such after-payout interest to Mrs. Marilyn Raphael, the wife of Mr.
Stanley S. Raphael, a director of the Company, and (iii) the right to receive 2%
of distributions made with respect to such after-payout interest to Mr. Michael
Flax, the son of Mrs. Raphael.
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<PAGE>
Dispositions of the 1,260,750 shares of Common Stock received by the
Sfondrini Parties pursuant to the Combination Agreement are restricted (subject
to certain limitations) by the Company's Bylaws, a copy of which has been filed
as Exhibit F hereto and is incorporated herein by reference, until August 25,
1997 without the prior written consent of the underwriters for the IPO and the
Company. Additionally, in a Lock-up Agreement dated February 24, 1997 of Mr.
Sfondrini (the "Lock-up Agreement"), a copy of which has been filed as Exhibit G
hereto and is incorporated herein by reference, delivered pursuant to the
Underwriting Agreement of the Company dated February 25, 1997, Mr. Sfondrini
agreed not to sell (subject to certain limitations) any shares of Common Stock
until August 25, 1997 (180 days after February 25, 1997 (the date of the
Prospectus of the Company (the "Prospectus") relating to the initial public
offering of shares of Common Stock (the "IPO") as described in the Company's
Registration Statements on Form S-1 (Registration Nos. 333-17267 and 333-22363),
as amended (collectively, the "Form S-1 Registration Statement")) without the
prior written consent of the underwriters for the IPO.
Except as set forth in Item 6, Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer, the Sfondrini Parties
have no present plans or proposals which relate to or would result in any of the
actions described in subparagraphs (a) through (h) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of March 3, 1997, Mr. Sfondrini beneficially owned an aggregate of
1,260,750 shares of Common Stock (approximately 17.1% of the 7,351,932 shares
outstanding, determined by reference to the approximately 7,351,932 shares of
Common Stock the Company reported in
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<PAGE>
the Prospectus would be outstanding following the consummation of the
Combination Agreement, assuming no exercise of the underwriters' overallotment
option).
Except as set forth in this Schedule 13D, to the best of each of the
Sfondrini Parties' knowledge, none of the Sfondrini Parties have effected any
transaction in Common Stock during the past sixty days.
Mr. Sfondrini owns all of the outstanding capital stock of, and is the
sole director and executive officer of, each of Connecticut Napamco and New York
Napamco. Mr. Sfondrini has the sole power to vote and dispose of the Common
Stock held by each of Connecticut Napamco and New York Napamco and therefore may
be deemed to be the beneficial owner of such Common Stock.
Pursuant to the partnership agreement of Edge Group, each of Edge I,
Edge II and Edge III have the power to vote and dispose of the Common Stock held
by Edge Group. Pursuant to the partnership agreement of Edge Holding Company,
each of Mr. Sfondrini and New York Napamco have the power to vote and dispose of
the Common Stock held by Edge Holding Company. Each of Mr. Sfondrini and New
York Napamco may therefore be deemed to be the beneficial owner of the shares
held by Edge Holding I Company. Pursuant to the partnership agreements of Edge
I, Edge II and Edge II, each of Mr. Sfondrini and/or Connecticut Napamco have
the power to vote and dispose of the Common Stock held by Edge Group. Each of
Mr. Sfondrini and Connecticut Napamco may therefore be deemed to be the
beneficial owner of the shares held by Edge Group. As a result of the foregoing,
a group consisting of the Sfondrini Parties may be deemed to exist pursuant to
Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such group would be deemed to have beneficial
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<PAGE>
ownership, for purposes of Sections 13(g) and 13(d) of the Exchange Act, of all
equity securities of the Company beneficially owned by such parties. Such
parties would, as of March 3, 1997 be deemed to beneficially own an aggregate of
1,260,750 shares of Common Stock or approximately 17.1% of the foregoing total
number of shares reported to be outstanding (based in part on information
provided by the Company). Mr. Sfondrini, Connecticut Napamco and New York
Napamco each disclaim beneficial ownership of the shares of Common Stock held by
Edge Holding Company and Edge Group, and nothing herein shall be deemed an
admission that a group exists.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in this statement or in the documents referred to
herein, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 of this statement or
between such persons and any person with respect to any securities of the
Company.
The Company was formed in August 1996 as a subsidiary of Old Edge.
Prior to consummation of the Combination Agreement, Old Edge conducted its
operations through the Joint Venture. Interests in the Joint Venture were held
by Old Edge, Edge Group II, Gulfedge and Edge Group. On March 3, 1997, pursuant
to the Combination Agreement and as contemplated by the Form S-4 Registration
Statement, the Company acquired, directly or indirectly, all of the interests in
the Joint Venture through its completion of (i) a merger of Old Edge with
Mergeco, a wholly owned subsidiary of the Company organized solely to effect the
merger, in which the shareholders of Old Edge (including Edge Holding Company)
received Common Stock, (ii) an exchange offer to the general and limited
partners of Edge Group II
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(including Mr. Sfondrini, Connecticut Napamco and New York Napamco) in which
such partners exchanged their interests in Edge Group II for Common Stock, (iii)
an exchange offer to the limited partners of Gulfedge in which such limited
partners exchanged their interests in Gulfedge for Common Stock and (iv) a
purchase from Edge Group of its interests in the Joint Venture for consideration
consisting of Common Stock. The closing of the transactions under the
Combination Agreement occurred simultaneously with the closing of the sale of
2,400,000 shares of Common Stock pursuant to the Company's IPO as described in
the Form S-1 Registration Statement.
The current directors of the Company are John E. Calaway, James D.
Calaway, Vincent Andrews, David B. Benedict, Nils P. Peterson, Stanley S.
Raphael, John Sfondrini and Robert W. Shower. Prior to the consummation of the
Combination Agreement, the Company's sole stockholder at such time (Old Edge, of
which Mr. Sfondrini was at such time and currently is a director) appointed each
of such directors to the Board of Directors of the Company (except for Mr.
Shower, who was appointed by the Board of Directors of the Company).
Pursuant to the Company's Incentive Plan, on March 3, 1997, the
Company granted options for 8,000 shares of Common Stock to Mr. Sfondrini. Such
options are exercisable in cumulative annual increments of one-fifth of the
total number of shares of Common Stock subject thereto, beginning on the first
anniversary of the date of grant, at a purchase price of $16.50 per share and
expire ten years from the date of their issuance. Mr. Sfondrini will be deemed
to be the beneficial owner of such shares 60 days prior to the exercisability of
the options related to such shares.
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The Company's Bylaws restrict the disposition of the 1,260,750 shares
of Common Stock received by the Sfondrini Parties pursuant to the Combination
Agreement (subject to certain limitations) until August 25, 1997 without the
prior written consent of the underwriters for the Company's IPO and the Company.
The Lock-up Agreement restricts the disposition by Mr. Sfondrini of shares of
Common Stock until August 25, 1997 (subject to certain limitations) without the
prior written consent of the underwriters for the Company's IPO.
Pursuant to a Registration Rights Agreement dated as of
January 13, 1997 between Edge Holding Company and the Company (the "Registration
Rights Agreement"), a copy of which has been filed as Exhibit H hereto and is
incorporated herein by reference, upon the request of Edge Holding Company, the
Company is required to file a registration statement under the Securities Act to
register the 858,853 shares of Common Stock issued to Edge Holding Company
pursuant to the Merger for distribution to the partners of Edge Holding Company.
Such request may not be made before September 3, 1997 (six months after the
closing of the IPO). The Registration Rights Agreement will terminate on
December 31, 1998, or earlier in certain circumstances.
Pursuant to the Waiver and Clarification of Agreements, Mr. Sfondrini
and Napamco transferred a portion of the shares of Common Stock they received in
exchange for the general partner interests in Edge Group II pursuant to the
Combination Agreement to persons who were entitled to receive a portion of the
proceeds of any exchange of such general partner interests for any equity
interest in another entity. Such shares were transferred as follows: (i) 1,299
shares to Mr. James C. Calaway as the lender and 2,517 shares to Southwest
Minerals, Inc. Defined Pension Plan, 4,615 shares to Calaway Petroleum Int.,
Inc., 1,343 shares to Mr. Michael
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Gottesman, 1,007 shares to Antwerp Diamond Distributors, Inc., 1,015 shares to
Geiger Energy and Technology Employee Retirement Fund and 403 shares to Mr. Joel
Davis as the participants pursuant to a Loan Agreement dated April 7, 1991
between Mr. Sfondrini and Napamco and Mr. James C. Calaway; (ii) 2,741 shares to
Mr. James C. Calaway as the lender and 457 shares to Ms. Toby Gottesman as the
participant pursuant to a Loan Agreement dated October 1, 1993 between Mr.
Sfondrini and Napamco and Mr. James C. Calaway, as amended; (iii) 2,057 shares
to Mr. James C. Calaway pursuant to the Addendum to Loan Agreement dated April
26, 1994 by and among Ms. Sfondrini and Napamco and Mr. James C. Calaway as the
lender thereunder; and (iv) 2,231 shares to Mr. David B. Benedict pursuant to a
Loan Agreement dated February 17, 1993, as amended on March 4, 1996, between
Mr. Sfondrini and Napamco and Mr. Benedict.
Pursuant to a promissory note dated February 26, 1997 by Mr. Sfondrini
to Raymond James & Associates, Inc. (the "Loan Document"), a copy of which has
been filed as Exhibit I hereto and is incorporated herein by reference, Mr.
Sfondrini pledged 91,000 shares of Common Stock to Raymond James & Associates,
Inc. to secure borrowings of $650,000 by Mr. Sfondrini thereunder.
The foregoing are summaries of certain provisions of the Combination
Agreement, the Waiver and Clarification of Agreements, the Company's Incentive
Plan, the Company's Bylaws, the Lock-up Agreement, the Registration Rights
Agreement and the Loan Document, copies of which have been filed as Exhibits B,
C, D, F, G, H and I hereto, respectively, and are incorporated by reference
herein; and such summaries are qualified by, and subject to, the more complete
information contained in such agreements.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Agreement of Limited Partnership of Edge Holding Company
dated February 1989 by and among Mr. Sfondrini, New York
Napamco and the limited partners party thereto.
Exhibit B. Amended and Restated Combination Agreement dated as of
January 13, 1997 among the Company, Old Edge, Edge Group
II, Gulfedge, Mergeco and Edge Group (Incorporated by
reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-4 (Registration No. 333-17269)).
Exhibit C. Waiver and Clarification of Agreements dated as of
November 27, 1996 among Napamco, Mr. Sfondrini, James C.
Calaway and David B. Benedict.
Exhibit D. Incentive Plan of the Company (Incorporated by reference
to Exhibit 10.9 to the Company's Registration statement on
Form S-4 (Registration No. 333-17269)).
Exhibit E. Letter agreement dated February 16, 1989 between
Mr. Sfondrini and Richard S. Dale.
Exhibit F. Bylaws of the Company (Incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-4 (Registration No. 333-17269)).
Exhibit G. Lock-up Agreement dated February 24, 1997 of
Mr. Sfondrini.
Exhibit H. Registration Rights Agreement dated as of January 13, 1997
between Edge Holding Company and the Company (Incorporated
by reference to Exhibit 10.6 to the Company's Registration
Statement on Form S-4 (Registration No. 333-17269)) .
Exhibit I. Promissory note dated February 26, 1997 by Mr. Sfondrini
to Raymond James & Associates, Inc. and related agreement
with respect to margin loan.
Exhibit J. Joint Filing Agreement dated March 13, 1997 among the
Sfondrini Parties.
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After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Date: March 13, 1997.
/s/ John Sfondrini
________________________________________
John Sfondrini
NAPAMCO, LTD., a Connecticut corporation
By: /s/ John Sfondrini
____________________________________
John Sfondrini
President
NAPAMCO, LTD., a New York corporation
By: /s/ John Sfondrini
____________________________________
John Sfondrini
President
EDGE HOLDING COMPANY PARTNERSHIP
By: /s/ John Sfondrini
____________________________________
John Sfondrini
General Partner
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EDGE GROUP PARTNERSHIP
By: Edge I Limited Partnership,
Edge II Limited Partnership and
Edge III Limited Partnership
General Partners
By: /s/ John Sfondrini
____________________________________
John Sfondrini
General Partner
EDGE I LIMITED PARTNERSHIP
By: /s/ John Sfondrini
____________________________________
John Sfondrini
General Partner
EDGE II LIMITED PARTNERSHIP
By: /s/ John Sfondrini
____________________________________
John Sfondrini
General Partner
EDGE III LIMITED PARTNERSHIP
By: /s/ John Sfondrini
____________________________________
John Sfondrini
General Partner
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<PAGE>
EXHIBIT A
EDGE HOLDING COMPANY PARTNERSHIP
AGREEMENT OF LIMITED PARTNERSHIP
THIS AGREEMENT OF LIMITED PARTNERSHIP, entered into and effective as of
February __, 1989, by and among John Sfondrini and Napamco, Ltd. with offices at
One Landmark Square, Suite 611, Stamford, Connecticut 06901, as general partners
(hereinafter referred to as the "General Partner") and each of the other parties
executing this Agreement or a counterpart hereof as limited partners (the
"Limited Partners") (The General Partner and the Limited Partners shall
hereinafter be referred to collectively as the "Partners").
W I T N E S S E T H
ARTICLE I
Section 1.1 Formation of Partnership
The parties hereto hereby form, pursuant to the Uniform Limited
Partnership Act of the State of Connecticut, a Limited Partnership, which
organization is referred to as the "Partnership."
Section 1.2 Organization Certificates
The parties hereto shall immediately execute all such certificates and
other documents conforming hereto and do all such filing, recording, publishing
and other acts as may be appropriate to comply with all requirements for the
laws of the State of Connecticut. The parties hereto also agree to execute all
such certificates and other documents conforming hereto and to do all such
filing, recording, publishing and other acts as may be appropriate to comply
with the requirement of law for the formation and/or operation of a limited
partnership in all other jurisdictions where the Partnership shall desire to
conduct business. Prior to conducting any business in any jurisdiction, the
Partnership shall comply with all requirements for the qualification of the
Partnership to conduct business as a limited partnership in such jurisdiction.
Section 1.3 Partnership Name
The business of the Partnership shall be conducted under the name
"Edge Holding Company Partnership" in those jurisdictions where such name is
permitted and under such variations of this name as the General Partner deems
appropriate
<PAGE>
to comply with the laws of the other jurisdictions in which the Partnership does
business. This name and all variations thereof are acknowledged to be the sole
property of the General Partner who hereby consents to the use thereof by the
Partnership. The General Partners, his successors and assigns, shall be free to
use the said name and all variations thereof in connection with other ventures.
Section 1.4 Rejection
The General Partner, in his sole absolute discretion, may, at any time
prior to the date the Partnership becomes effective, reject any subscription for
any reason.
ARTICLE II
Section 2.1 Definitions
Whenever in this Agreement, the following terms shall the meanings
respectively assigned to them in this Section 2.1:
(a) Agreement means this Agreement of Limited Partnership as it may
be further amended from time to time.
(b) Capital Contribution shall mean the amount of money which a
Partner has paid into the Partnership capital.
(c) Code shall mean the Internal Revenue Code of 1986, as amended
from time to time, and regulations thereunder at the time of reference thereto.
(d) Consent of the Partners means the written consent or approval of
Partners (General and Limited) whose aggregate Capital Contributions represent
at least sixty percent (60%) of the aggregate Capital Contributions, which
consent or approval shall be obtained prior to the taking of the action for
which it is required hereunder.
(e) Events of Bankruptcy means, as to a General Partner:
(i) Its or his admission, in writing, of its or his inability
to pay its or his debts generally as they become due.
(ii) Its or his filing a petition in bankruptcy or for
reorganization or for adoption of an arrangement under the
Bankruptcy Act.
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(iii) Its or his making an assignment for the benefit of
creditors.
(iv) Its or his consenting to the appointment of a receiver for
all or a substantial part of its or his property.
(v) Its or his being adjudicated as bankrupt.
(vi) The entry of a court order appointing a receiver or
trustees for all or a substantial part of its or his
property without its or his consent, which order shall not
be vacated, set aside or stayed within sixty (60) days
from the date of entry.
(vii) The assumption of custody or sequestration by a court of
competent jurisdiction of all or substantially all of its
or his property, which custody or sequestration shall not
be suspended or terminated within sixty (60) days from its
inception.
(f) Limited Partner of Limited Partners means any or all of those
persons designated as Limited Partners in the Partnership Certificate or any
person who becomes a substitute Limited Partner as provided herein, in each
person's capacity as a Limited Partner of the Partnership.
(g) Partner means any General Partner or Limited Partner.
(h) Partnership means the Limited Partnership governed by this
Agreement as said Limited Partnership may from time to time be constituted as
amended.
(i) Partnership Properties shall mean all interests, properties and
rights of any type owned by the Partnership.
(j) Profits and Losses shall mean the net profits or losses of the
Partnership as computed for Federal income tax purposes, as determined
separately and not cumulatively for each fiscal year of the Partnership.
ARTICLE III
Section 3.1 Purposes and Powers of the Partnership
The principal purpose of the Partnership shall be as described in a
Private Placement Memorandum for the Partnership
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to which this Agreement was attached as an Exhibit. The purposes of this
Partnership may be accomplished through:
(a) The acquisition of a percentage in all of the assets of Twelve
Fourteen Corporation including the Corporation's partnership interest in Edge
Petroleum Partnership, and the Corporation's existing inventory of interests in
oil and gas properties.
(b) The acquisition of a percentage of the 47,500 shares of no par
voting common stock of Edge Petroleum Corporation, a Texas corporation,
constituting 47.5 percent of the issued and outstanding shares, from
James C. Calaway.
(c) The acquisition of a percentage interest in the oil and gas
prospects owned by James C. Calaway.
(d) The participation in the business operations of Edge Petroleum
Partnership, Edge Petroleum Corporation, and the Edge-Group Partnership in the
manner and to the extent permitted in their respective charters or agreements.
(e) The conducting of geological, geophysical and other exploratory
investigations.
(f) The employment of such parties and personnel and such legal,
accounting, geological geophysical and engineering services and advice as the
General Partner deems advisable.
(g) The payment (or where appropriate in the judgment of the General
Partner, the failure to make payment) of delay rentals on leases or leasehold
interests acquired by the Edge-Group Joint Venture.
(h) The making or giving of dryhole or bottomhole contributions in
the form acreage, money or both to encourage drilling by others in the vicinity
of or on Edge-Group Joint Venture acreage.
(i) The execution of all documents or instruments of any kind which
the General Partner may deem appropriate for carrying out the purposes of the
Partnership.
(j) The purchase and establishment of inventories of pipe and other
equipment and material.
(k) The borrowing of money or the incurring of purchase money or
other debt for Partnership purposes and the mortgaging and pledging of
Partnership Properties for the repayment of any such debt. No person or entity
to which any such debt is owed shall be required to inquire as to the purposes
for which such debt is incurred and, as between the Partnership and such person
or entity, it shall be conclusively presumed that
4
<PAGE>
the proceeds of such loan are to be and will be sued for purposes authorized
under the terms of this Agreement.
(l) The holding of Partnership Properties in the name of a nominee
chosen by the General Partner if it shall deem such action appropriate.
(m) The administration of non-producing properties.
(n) The sale, relinquishment, release, Farm Out or other disposition
of any producing and non-producing leases, leasehold interests or contractual
rights to acquire such interests or undivided interest therein, which, in the
judgment of the General Partner, should be sold, released, farmed out,
relinquished or otherwise disposed of.
(o) The producing, treating, transporting and marketing of oil and
gas and the execution of division orders, gas sales contracts and other
marketing agreements.
(p) The execution of other Partnership or joint venture agreements or
limited partnership agreements in order to carry out the purposes of the
Partnership, Edge Petroleum Partnership, Edge Petroleum Corporation or the
Edge-Group Joint Venture.
(q) Associating the Partnership with others in partnerships, joint
ventures and other associations.
(r) The purchase of royalties.
(s) Any and all other acts or activities customary or incidental to
the generation, acquisition, development, promotion and marketing of oil and gas
acreage and prospects.
ARTICLE IV
Section 4.1 Principal Office
The executive offices of the Partnership shall be at One Landmark
Square, Suite 611, Stamford, Connecticut 06901, and the Partnership shall
conduct business at such location and any additional locations as may from time
to time be determined by the General Partner.
Section 4.2 Term of Partnership
The Partnership shall be effective from and after the date set forth
in the first sentence of this Agreement. The Partnership shall continue in
existence until December 31, 2020, unless sooner terminated pursuant to any
provisions of the Connecticut Limited Partnership Act.
5
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ARTICLE V
Section 5.1 Commitment of General Partner
The General Partner shall contribute at least one percent of the
Partnership capital, and will maintain a minimum interest of one percent in the
capital of the Partnership at all times. The General Partner is not committed
to (but may) contribute any other cash or property and may do so as a Limited
Partner.
ARTICLE VI
Section 6.1 Payments of the Capital Contributions of the
Limited Partners
Each Limited Partner shall contribute to the Capital of the
Partnership for each Unit Purchased the amount of $15,960, payable by certified
or bank check or checks at closing.
Section 6.2 Nature of Contributions
No Limited Partner shall be required to contribute any capital to the
Partnership other than as provided in Paragraph 6 hereof or to lend any funds to
the Partnership. No interest shall be paid to a Limited Partner on any capital
contributed to the Partnership pursuant to this Paragraph 6 and except as
otherwise provided herein no Partner may withdraw his capital contribution.
ARTICLE VII
Section 7.1 Fiscal Year and Accounting
The fiscal year of the Partnership shall be the calendar year and the
books of the Partnership shall be kept on a cash, accrual or such other basis as
the General Partner shall determine and shall be kept in accordance with the
accounting principles employed by the Partnership for Federal income tax
purposes.
Section 7.2 Capital Accounts
A separate capital account shall be maintained for each Partner to
which contributions and income and gains shall be
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<PAGE>
credited and distributions, deductions and losses shall be charged. The capital
accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and
shall be maintained and adjusted in a manner consistent with such Regulation.
Section 7.3 Deduction of Intangible Drilling and Development Costs
The Partnership shall elect to deduct intangible drilling and
development costs currently as an expense for income tax purposes and shall use
its best efforts to require any partnership, joint venture or other arrangement
in which it is a party and which incurs such costs to make a similar election.
Section 7.4 Elections by Partnership as to Optional
Adjustments to Basis
In case of a distribution of property within the provisions of
Paragraph 734 of the Code or in the case of a transfer of a Partnership interest
permitted by this Agreement made within the provisions of Paragraph 743 of the
Code, the General Partner, on behalf of the Partnership, may, at its option,
file an election under Paragraph 754 of such Code in accordance with the
procedures set forth in the applicable Treasury Regulations. If such an
election is filed, the General Partner will at no time be required to provide
any additional accounting or tax information with respect to any adjustment to
basis for any Limited Partner.
Section 7.5 Election with Respect to Taxation as Partnership
Neither the Partnership nor any Partner thereon will elect under
Paragraph 761 of the Internal Revenue Code of 1954 to be excluded from the
application of any of the provisions of Subchapter K, Chapter 1 thereof.
ARTICLE VIII
Section 8.1 Determination of Profit and Loss
At the end of each fiscal year of the Partnership or at the end of
such intervening accounting period as the General Partner may select, all
Partnership revenues, proceeds, costs and expenses shall be determined and
allocated to the Partnership interest of each Partner for the accounting period
than ending in accordance with the provisions of this Article.
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Section 8.2 General Partner's Fees
The General Partner shall be entitled to receive 5% of the excess of
cash and the fair market value of other consideration received by the
Partnership (other than payments received by the Partnership from the Partners
or the proceeds of Partnership borrowings) during each fiscal year over cash
disbursements (other than distributions made to the Limited Partners hereunder
or amounts used to repay the General Partner's overhead expenses, such as office
expenses). This 5% is payable with respect to all sums received from any source
(including such sums received at or after dissolution of the partnership). It
shall also be payable with respect to non-cash property received that is
distributed in kind. In addition, the General Partner shall be reimbursed for
all expenses and disbursements actually incurred in connection with the
operations and business of the Partnership.
Section 8.3 Allocation of Profits, Losses and Distribution
Profits, Losses and Distributions shall be allocated among the
Partners and shared by each Partner (including the General Partner to the extent
of his investment) as follows:
Profits and losses, and distributions and deductions shall be
allocated and distributed and shared among the Partners in the ratio that each
Partner's capital contribution (including the General Partner's to the extent of
its capital contribution) bears to the capital contribution of all Partners
until such time as the amounts of cash and the fair market value of other
consideration distributed to the Partners equals 100 percent of their investment
in the Partnership. Thereafter, such profits and losses, distributions and
deductions shall be allocated, 30 percent to the General Partner and the balance
shall be allocated to and shared by each Limited Partner (including the General
Partner if and to the extent he invests as a Limited Partner) in the ratio that
his Capital Contribution bears to the Capital Contributions of all Limited
Partners.
Notwithstanding anything contained herein to the contrary, no
distribution may be made to or loss allocated to a Limited Partner which would
render such Limited Partner a deficit Capital Account.
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<PAGE>
ARTICLE IX
Section 9.1 Rights, Representations and Covenants
of Limited Partners
(a) No Limited Partner shall be personally liable for any of the
debts of the Partnership or any of the losses thereof beyond the amount of his
agreed Capital Contribution. No Limited partner shall be responsible for any
losses of any other Limited Partner. No Limited Partner shall take part in the
control or management of the business or transact any business for the
Partnership and no Limited Partner shall have the power to sign for or to bind
the Partnership. No salary shall be paid to any Limited Partner nor shall any
Limited Partner have a drawing account. No Limited Partner shall be entitled to
the return of his contribution.
(b) Each Limited Partner shall be personally obligated to make
payment of the amount he agreed to contribute to the Capital of the Partnership
upon execution of his Subscription Agreement to the partnership.
(c) In addition to other rights which a Limited Partner may have,
each Limited Partner has the right to bring a derivative action against the
General Partner in order to recover damages or otherwise seek relief from the
General Partner for a breach by the latter of his fiduciary obligations to the
Partnership.
Section 9.2 Assignments by Limited Partner
(a) A Limited Partner may not sell, assign or transfer his interest
in the Limited Partnership to a successor Limited Partner whether voluntarily or
by operation of law unless the General Partner, in his sole discretion, consents
in writing to the sale, assignment or transfer. Provided that such written
consent is obtained, the purchaser, assignee or transferee shall become a
substitute Limited Partner only if:
(i) The interest sold, assigned or transferred is not less than
the total interest of the transferor Limited Partner in the
Partnership unless, in the opinion of the General Partner, the Limited
Partner has a sufficient interest to be divided; and
(ii) The purchaser, assignee or transferee shall consent in
writing, in form satisfactory to the General Partner, to be bound by
the terms of the Limited Partnership Agreement in the place and stead
of the assigning Limited Partner.
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(b) A Limited Partner, without the consent of the General Partner,
may assign to any person all or any portion of his right to receive
distributions hereunder, provided, however, that such assignment shall not be
binding on the Partnership until the General Partner shall have received a
certified copy of such assignment.
(c) No sale or assignment of an interest in the Partnership by a
Limited Partner shall be effective until all certificates or other documents
have been performed which are necessary to constitute the assignee a substitute
Limited Partner in the Limited Partnership in all jurisdictions in which it does
business and the General Partner approves the written assignment and said
assignment is recorded on the books of the Partnership. Each Limited Partner
agrees, upon request of the General Partner, to execute such certificates or
other documents and to perform such acts as may be required to preserve such
status and that John Sfondrini, the individual General Partner, may execute such
certificates or other instruments or documents on behalf of each Limited Partner
pursuant to the Power of Attorney granted by each Limited Partner to the General
Partner.
(d) Assignment, with or without the consent of the General Partner,
will not release the Limited Partner from his obligation to pay his Capital
Contribution.
Section 9.3 Assignees
(a) In the event of the decease or incapacity of any Limited Partner,
his legal representative(s) shall have the same status as an assignee of the
Limited Partner unless and until the General Partner shall permit such legal
representative(s) to become a Substitute Limited Partner on the terms and
conditions as herein provided. The death of a Limited Partner shall not
dissolve the Partnership.
(b) An assignee of a Limited Partner who does not become a Substitute
Limited Partner in accordance with Section 9.2 shall, if such assignment is in
compliance with the terms of this Agreement, have the right to receive the same
share of profits, losses and distributions of the Partnership to which the
assigning Limited Partner would have been entitled if no such assignment had
been made by such Limited Partner.
(c) Any Limited Partner who shall assign all his interest in the
Partnership shall cease to be a Limited Partner of the Partnership, and shall no
longer have any rights or privileges or obligations if a Limited Partner is
admitted to the Partnership as a Substitute Limited Partner in accordance with
Section 9.2, provided, however, that said assigning Limited
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Partner shall retain the statutory rights and be subject to the statutory
obligations of an assignor Limited Partner under the Uniform Act as well as the
obligations to make the Capital Contributions attributable to the interest in
question, if any portion thereof remains unpaid.
(d) In the event of any assignment of a Limited Partner's interest as
a Limited Partner, there shall be filed with the Partnership a duly executed and
acknowledged counterpart of the instrument making such assignment; such
instrument must evidence the written acceptance of the assignee to all the terms
and provisions of this Agreement; and if such instrument is not so filed, the
Partnership need not recognize any such assignment for any purpose.
(e) An assignee of a Limited Partner's interest as a Limited Partner
who does not become a Substitute Limited Partner as provided in Section 9.2 and
who desires to make a further assignment of his interest shall be subject to the
provisions of this Article IX to the same extent and in the same manner as any
Limited Partner desiring to make an assignment of his interest.
ARTICLE X
Section 10.1 Rights, Representatives and Covenants
of the General Partner
(a) The General Partner shall have full, exclusive and complete
discretion in the management and control of the affairs of the Partnership for
the purposes herein stated, shall make all decisions affecting Partnership
affairs and shall have full power and authority to execute and deliver on behalf
of the Partnership such documents or instruments relating to Partnership affairs
as may in his opinion be appropriate in the conduct of Partnership business,
including, without limitation, joint venture agreements, operating agreements,
division orders, gas sales contracts, unitization agreements, gasoline plan
contracts, recycling agreements, production payments, contracts, notes,
mortgages and deeds of trust. No person, firm or corporation dealing with the
Partnership shall be required to inquire into the authority of the General
Partner to take any action or make any decision.
(b) The General Partner shall devote such portion of his time as is
reasonably needed to carry out the operations contemplated under this Agreement
and shall make available at all reasonable times his offices, organization, and
facilities to carry out the purposes of the Partnership.
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(c) The General Partner shall, in addition to other duties, maintain
complete and accurate records and accounts of all income and expenditures and
furnish the Limited Partners with statements of account from time to time,
together with all necessary tax reporting information. Such records and
accounts shall likewise be available for inspection and audit by any Limited
Partner or his duly authorized representative (at the expense of such Limited
Partner) during business hours at one of the executive offices of the
Partnership; however, the General Partner shall not be required to maintain such
records and material referred to herein for a period in excess of five (5) years
from the date of the making or receipt thereof.
(d) The Partnership, to the extent of its assets, will indemnify the
General Partner against tort or contract liability resulting from good faith
acts or omissions to act on its part on behalf of the Partnership and, in any
event, to the extent permissible under the laws of the State of Connecticut.
The General Partner shall not have any liability for any failure or misfeasance
on his part, other than a willful failure or misfeasance with respect to his
obligations under the Agreement.
Section 10.2 Assignment by General Partner
The General Partner shall not sell, assign or otherwise dispose of
all or any portion of his interest in the Partnership as General Partner without
prior Consent; provided, however, such consent shall not be required, if such
sale or assignment relates only to the General Partner's right to receive
distributions hereunder or is required by another provision of this Agreement.
ARTICLE XI
Section 11.1 General Partner's Withdrawal from the Partnership
The General Partner may not withdraw as General Partner from the
Partnership without prior Consent.
ARTICLE XII
Section 12.1 Termination and Dissolution of the Partnership
The Partnership shall be dissolved on December 31, 2020, or upon the
prior occurrence of any event causing a
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<PAGE>
dissolution of the Partnership under the Uniform Limited Partnership Act of the
State of Connecticut. The Partnership shall also be dissolved upon (a) the
occurrence of any event which makes it unlawful for the Partnership business to
be continued, unless such event can be and is remedied with a reasonable period
of time not to exceed six (6) months; (b) the sale or other disposition of
substantially all interests in oil and gas acreage and leases and other
Partnership assets, or (c) the bankruptcy of a General Partner, unless a
surviving General Partner elects to continue as General Partner.
The Partnership shall not be dissolved by reason of the death,
withdrawal or expulsion of a Limited Partner or upon the admission of a new
Limited Partner.
Section 12.2 Winding Up and Distribution
In the event of the dissolution of the Partnership, the General
Partner shall wind up the affairs of the Partnership and, after payment of all
third party liabilities of the Partnership, shall distribute the remaining
assets of the Partnership in cash or in kind as follows:
(a) First, to the Partners in such amounts as are necessary to
balance their respective capital accounts after giving effect to all debits and
credits properly made thereto to the Limited Partners and the 5 percent fee to
the General Partner set forth in Section 8.2 hereof.
(b) The balance shall be allocated in the percentage provided in
paragraph 8.3 above, provided that the cash and the fair market value of
property distributed under this section shall be included in determining the
sharing percentage as set forth below. If, for example, distribution under this
paragraph occurs before distributions are equal to the Capital Contribution of
Limited Partners, distributions under this sub-section shall commence at
1 percent to the General Partner and 99 percent to the Limited Partners, and
shall convert to 70-30 when the aggregate of prior distributions and
distributions hereunder, equals 100 percent of Capital Contributions of Limited
Partners.
(c) Distribution to the Limited Partners hereunder shall be allocated
to each Limited Partner in the proportion that his capital account bears to the
capital account for all Limited Partners.
(d) Any property distributed in kind in liquidation shall be treated
as if the property were sold for its fair market value and any deemed gain or
loss shall be credited to the Partners in accord with this Agreement.
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<PAGE>
(e) If there should be a deficit in any Partner's capital account,
the Partner shall be requested to make a capital contribution equal to the
deficit amount.
Section 12.3 Option of General Partner
If the Partnership is terminated without approval of the General
Partner, the General Partner shall have an option to purchase for cash all
assets of the Partnership at the aggregate amount computed by taking (as of the
December 31 last preceding such termination):
(a) The sum of (i) cash on hand, prepaid expenses and accounts
receivable; (ii) 66-2/3% of the future net revenues of all proven developed oil
and gas leases, royalties, overriding royalties and other proven interest in oil
and gas properties estimated by an independent engineer in accordance with
accepted practices, discounted to present worth by an annual factor of 10%,
which factor is subject to increase (but not decrease) in the same proportion
that the New York Federal Reserve Bank Discount Rate ("Discount Rate") at the
time of calculation exceeds the Discount Rate at the effective date hereof and
(iii) the present value of all other assets, less estimated cost of sale, as
determined by an independent appraiser, in the business of making such
appraisals; and subtracting therefrom an amount as determined in 12.3(b), below.
(b) An amount equal to all debts, accrued expenses and obligations of
the Partnership of every kind and nature, including the discounted present value
of payment due or to become due to the General Partner.
ARTICLE XIII
Section 13.1 Independent Activities
All Partners may, notwithstanding the existence of this Agreement,
engage in whatever activities they choose, whether the same be competitive with
the Partnership or otherwise, without having or incurring any obligations to
offer any interest in such activities to any party hereto. Neither this
Agreement nor any activity undertaken pursuant hereto shall prevent the General
Partner from engaging as they intend to do in the exploration for and
production of oil, gas and other minerals, individually, jointly with others, or
as a party of any other association to which the General Partner is or may
become a party, except to the extent provided herein.
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<PAGE>
ARTICLE XIV
Section 14.1 Notices
Any and all notices called for under this Agreement shall be deemed
adequately given, as and when postmarked, if in writing and sent registered or
certified mail, postage prepaid, to the party or parties for whom such notices
are intended. All such notices in order to be effective shall be addressed to
the last address of record on the Partnership books when given by the General
Partner and intended for the Limited Partners; and, to the address of the
Partnership when given by the Limited Partners and intended for the General
Partner. Any Limited Partner may change his address by giving notice, in
writing, to the General Partner and the General Partner may change the address
of the Partnership by giving such notice to all Limited Partners. Commencing on
the fifth day after giving of such notice, such newly designated address shall
be such Partner's address for the purpose of all notices or other communications
required or permitted to be given pursuant to this Agreement.
Section 14.2 Law Governing
This Agreement shall be governed by and construed in accordance with
the laws of the State of Connecticut.
Section 14.3 Amendments
The General Partner may propose in writing to the Limited Partners the
adoption of an amendment to this agreement, and, if within sixty (60) days of
the sending of such proposal, the consent of the Partners shall have been
given, the amendment shall be deemed adopted, except that all Partners must give
their consent in writing to any amendment which would (i) extend the term of the
Partnership as set forth in Section 4.2 hereof, (ii) amend Sections 8, 12.2 or
12.3, (iii) amend this Section 14.3 or (iv) in any manner increase the liability
of the Limited Partners.
Section 14.4 Successors and Assigns
This Agreement and all the terms and provisions hereof shall be
binding upon and shall enure to the benefit of the Partners, their respective
legal representatives, heirs, successors and assigns.
15
<PAGE>
Section 14.5 Counterparts
This Agreement may be executed in several counterparts and all so
executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the original or the same
counterpart, except that no counterpart shall be binding unless signed by the
General.
_______________________________________
Investor Limited Partner
_______________________________________
Social Security Number
_______________________________________
Residence Address
_______________________________________
City State Zip Code
16
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EXHIBIT C
WAIVER AND CLARIFICATION OF AGREEMENTS
Reference is made to (i) the Loan Agreement dated April 7, 1991 (the "1991
Loan Agreement") by and among Mr. John Sfondrini and Napamco, Ltd. (together,
the "General Partners") and Mr. James C. Calaway as the lender thereunder, with
Southwest Minerals, Inc. Defined Pension Plan, Calaway Petroleum Int., Inc., Mr.
Michael Gottesman, Antwerp Diamond Distributors, Inc., Geiger Energy and
Technology Employee Retirement Fund and Mr. Joel Davis as the participants
thereunder (collectively with Mr. James C. Calaway, the "1991 Loan Agreement
Participants"), (ii) the Loan Agreement dated October 1, 1993 (the "1993 Loan
Agreement") by and among the General Partners and Mr. James C. Calaway as the
lender thereunder, with Ms. Toby Gottesman as the participant thereunder
(collectively with Mr. James C. Calaway, the "1993 Loan Agreement
Participants"), (iii) the Addendum to Loan Agreement dated April 26, 1994 (the
"Addendum to the 1993 Loan Agreement") by and among the General Partners and Mr.
James C. Calaway as the lender thereunder and (iv) a Loan Agreement dated
February 17, 1993, as amended on March 4, 1996 (the "Benedict Agreement"),
between the General Partners and Mr. David B. Benedict ("Mr. Benedict") whereby
Mr. Benedict is entitled to receive a portion of distributions made with respect
to the general partner interests in Edge Group II Limited Partnership, a
Connecticut limited partnership ("Edge Group II") (the 1991 Loan Agreement, the
1993 Loan Agreement, the Addendum to the 1993 Loan Agreement and the Benedict
Agreement are hereinafter collectively referred to as the "Agreements"). The
1991 Loan Agreement Participants, the 1993 Loan Agreement Participants, Mr.
James C. Calaway and Mr. Benedict are hereinafter collectively referred to as
the "Participants."
In connection with the transactions contemplated by that certain
Combination Agreement (the "Combination Agreement") to be entered into by and
among (i) Edge Group II, (ii) Gulfedge Limited Partnership, a Texas limited
partnership, (iii) Edge Group Partnership, a Connecticut general partnership,
(iv) Edge Petroleum Corporation, a Texas corporation, (v) Edge Mergeco, Inc., a
Texas corporation, and (vi) Edge Petroleum Corporation, a Delaware corporation
(the "Company"), the parties hereto agree as follows:
1. Mr. James C. Calaway, as lender under the 1991 Loan Agreement,
the 1993 Loan Agreement and the Addendum to the 1993 Loan Agreement, hereby
consents to the withdrawal of the General Partners as general partners of Edge
Group II and the transfer of the General Partners' general partner interests in
Edge Group II to the Company or its permitted assigns in exchange for shares of
Common Stock, par value $0.01 per share (the "Common Stock"), of the Company as
contemplated by the Combination Agreement and hereby waives any provisions of
the Agreements, and releases any liens or security interests under the
Agreements, to the extent necessary to permit such transfer; provided, however,
the parties agree that upon such transfer, such shares of Common Stock shall be
Pledged Collateral under the Pledge and Security Agreements referred to in the
1991 Loan Agreement, the 1993 Loan Agreement and the Addendum to the 1993 Loan
Agreement.
2. With respect to the Participants' rights under the Agreements relating
to the general partner interests in Edge Group II (other than as collateral for
borrowed money), the parties hereto
<PAGE>
hereby acknowledge that the original intent of the Agreements was that in the
event of an exchange of the General Partners' general partner interests in Edge
Group II for an equity interest in another entity (such as the exchange for
shares of Common Stock contemplated under the Combination Agreement), the
General Partners, who shall have the sole power to make the investment decision
as to whether to so exchange their general partner interests in Edge Group II,
would be required to transfer to each of the Participants his or her respective
proportional share of the equity interest received in such exchange as follows
and that upon receipt of such equity interest by each Participant, such
Participant's rights relating to the general partner interests in Edge Group II
(other than as collateral for borrowed money) shall be satisfied and terminate.
In the event of the transfer of the General Partners' general partner interests
in Edge Group II to the Company or its permitted assigns pursuant to the
Combination Agreement, the General Partners shall transfer to each of the
Participants his or her respective proportional share of the proceeds of such
transfer as follows and upon receipt thereof, such participant's rights relating
to the general partner interests in Edge Group II (other than as collateral for
borrowed money) shall be satisfied and terminate:
(i) Under the 1991 Loan Agreement, the 1991 Loan Agreement
Participants shall each receive a portion of the proceeds of the transfer of the
general partner interests in Edge Group II equal to the product of (A) one-half
of the Transfer Proceeds, multiplied by (B) a fraction, (1) the numerator of
which is an amount equal to the total amount of the loan outstanding under the
1991 Loan Agreement on July 15, 1991 with respect to each 1991 Loan Agreement
Participant ($80,508.92 for Mr. James C. Calaway; $156,041.18 for Southwest
Minerals, Inc. Defined Pension Plan; $286,075.49 for Calaway Petroleum Int.,
Inc.; $83,221.96 for Mr. Michael Gottesman; $62,416.47 for Antwerp Diamond
Distributors, Inc.; $62,936.61 for Geiger Energy and Technology Employees
Retirement Fund; and $24,966.59 for Mr. Joel Davis) divided by $60,500 (the
amount initially contributed by each limited partner of Edge Group II with
respect to each unit representing a limited partner interest in Edge Group II
(each, an "Edge Group II Unit")) and (2) the denominator of which is 189 (the
total number of outstanding Edge Group II Units). In the case of the
transactions contemplated by the Combination Agreement, to obtain the number of
shares of Common Stock to be transferred to each Participant, such amount shall
be divided by the initial public offering price per share of Common Stock.
(ii) Under the 1993 Loan Agreement, the 1993 Loan Agreement
Participants shall each receive a portion of the proceeds of the transfer of the
general partner interests in Edge Group II equal to the product of (A) the GP's
After Payout Amount, multiplied by (B) four, multiplied by (C) an amount equal
to the total amount loaned under the 1993 Loan Agreement with respect to each
1993 Loan Agreement Participant ($150,000 for Mr. James C. Calaway and $25,000
for Ms. Toby Gottesman) divided by the total amount loaned under the 1993 Loan
Agreement ($175,000) multiplied by (D) 0.00381344. In the case of the
transactions contemplated by the Combination Agreement, to obtain the number of
shares of Common Stock to be transferred to each Participant, such amount shall
be divided by the initial public offering price per share of Common Stock.
(iii) Under the Addendum to the 1993 Loan Agreement, Mr. James C.
Calaway shall receive a portion of the proceeds of the transfer of the general
partner interests in Edge Group II
2
<PAGE>
equal to the product of (A) the GP's After Payout Amount, multiplied by (B)
four, multiplied by (C) 0.00245196. In the case of the transactions contemplated
by the Combination Agreement, to obtain the number of shares of Common Stock to
be transferred to each Participant, such amount shall be divided by the initial
public offering price per share of Common Stock.
(iv) Under the Benedict Agreement, Mr. Benedict shall receive a
portion of the proceeds of such transfer equal to the product of (A) the GP's
After Payout Amount, multiplied by (B) 0.01063830. In the case of the
transactions contemplated by the Combination Agreement, to obtain the number of
shares of Common Stock to be transferred to each Participant, such amount shall
be divided by the initial public offering price per share of Common Stock.
(v) For purposes of the transactions contemplated by the Combination
Agreement, the "Transfer Proceeds" means the fair market value of the proceeds
of the transfer of the general partner interests in Edge Group II (in the case
of the transactions contemplated by the Combination Agreement, the parties
hereby agree that such fair market value shall be deemed to equal the product of
the number of shares of Common Stock issued in exchange for the general partner
interests in Edge Group II multiplied by the initial public offering price per
share of Common Stock).
(vi) For purposes of the transactions contemplated by the Combination
Agreement, the "GP's After Payout Amount" means an amount equal to the Transfer
Proceeds, minus (1) $201,886, minus (2) the fair market value of such proceeds
attributable to the general partners' accrued but unpaid management fees (in the
case of the transactions contemplated by the Combination Agreement, the parties
hereby agree that such fair market value shall be deemed to equal $1,332,450),
minus (3) the fair market value of such proceeds attributable to the general
partners' future cash flow based management fee (in the case of the transactions
contemplated by the Combination Agreement, the parties hereby agree that such
fair market value shall be deemed to equal the product of 0.03 multiplied by the
total number of shares of Common Stock for which the general and limited
partners of Edge Group II will have the opportunity to exchange their interests
in Edge Group II pursuant to the Combination Agreement multiplied by the initial
public offering price per share of the Common Stock).
(vii) For example, in the event of the exchange of the General
Partners' general partner interests in Edge Group II for shares of Common Stock
pursuant to the Combination Agreement, assuming an initial public offering price
per share of Common Stock of $16.00 and the receipt by the General Partners of
361,665 shares of Common Stock in exchange for the general partner interests in
Edge Group II and the receipt by the limited partners of Edge Group II of
1,837,287 for their limited partner in interests in Edge Group II, each
Participant would be entitled to receive the number of shares of Common Stock
set forth opposite such Participant's name below:
3
<PAGE>
Participant Number of Shares
1991 Loan Agreement
Mr. James C. Calaway................................. 1,273
Southwest Minerals, Inc.
Defined Pension Plan................................. 2,468
Calaway Petroleum Int., Inc.......................... 4,524
Mr. Michael Gottesman................................ 1,316
Antwerp Diamond Distributors, Inc.................... 987
Geiger Energy and Technology
Employees Retirement Fund............................ 995
Mr. Joel Davis....................................... 395
1993 Loan Agreement
Mr. James C. Calaway................................. 2,608
Ms. Toby Gottesman................................... 435
Addendum to 1993 Loan Agreement
Mr. James C. Calaway................................. 1,957
Benedict Agreement
Mr. David B. Benedict................................ 2,122
3. The parties confirm that it is the original intent under the
Agreements that the rights under the Agreements relating to the general partner
interests in Edge Group II (other than as collateral for borrowed money) do not
restrict in any way the transfer of such interests and, as a result, that the
Participants' consent to the transfer of such interests is not required with
respect to such rights. The parties further confirm that it is the original
intent under the 1991 Loan Agreement and the 1993 Loan Agreement that Mr. James
C. Calaway may act for and bind the 1991 Loan Agreement Participants and the
1993 Loan Agreement Participants with respect to the 1991 Loan Agreement and the
1993 Loan Agreement.
4. All other provisions of the Agreements shall continue in full force.
5. This will clarify that references in the 1993 Loan Agreement and
the Addendum to the 1993 Loan Agreement to 100% of the net income of Essex
Royalty II Limited Partnership refers to 100% of the net income after payout of
the Essex Royalty II Limited Partnership.
6. This Waiver and Clarification of Agreements may be executed in any
number of counterparts, each such counterpart being deemed to be an original,
and all such counterparts taken together shall constitute the same agreement.
This Waiver and Clarification Agreement shall be governed by and construed in
accordance with the laws of the State of Texas. The parties hereto without
additional consideration shall execute and deliver or shall cause to be executed
and delivered such further documents and certificates and to take such further
actions as may be reasonably
4
<PAGE>
required or desirable to carry out the provisions of this Waiver and
Clarification of Agreements and consummate the transactions contemplated hereby.
7. Nothing herein shall obligate the General Partners to exchange
their general partner interests in Edge Group II for an equity interest in
another entity (including without limitation, the exchange for shares of Common
Stock contemplated under the Combination Agreement).
IN WITNESS WHEREOF, the undersigned have signed this Waiver and
Clarification of Agreements dated as of November 27, 1996.
NAPAMCO, LTD.
By: /s/ John Sfondrini
____________________________
Name: John Sfondrini
Title: President
/s/ John Sfondrini
________________________________
JOHN SFONDRINI
/s/ James C. Calaway
________________________________
JAMES C. CALAWAY
/s/ David B. Benedict
________________________________
DAVID B. BENEDICT
5
<PAGE>
EXHIBIT E
February 16, 1989
Mr. Richard Dale
Dear Richard:
The proposed agreement of limited partnership for the Edge Holding
Company Partnership is likely to contain a clause (paragraph 8.3) granting to
the general partner a 30% interest in profits, losses, distributions, and
deductions after payout has been reached under the limited partnership agreement
(the "Reversionary Interest"). As I have advised you, the General Partner will
probably not take the full 30% reversionary interest on certain investors-
particularly Chris Taylor and certain investors associated with him. There may
be additional concessions and negotiations which I make with other investors,
although I do not plan any at this time.
I have made the following commitment to you with respect to the General
Partner's Reversionary Interest which commitment is conditioned upon your
agreeing to remain and remaining in the employ of Edge Petroleum Corporation and
Edge Petroleum Partnership through July 31, 1992. Subject to your continuing in
the employ of Edge Petroleum Corporation and Edge Petroleum Partnership through
July 31, 1992, at such time as the Reversionary Interest becomes effective, I
will sub-allocate to you, subject to losses and liabilities, 8% of the
distributions that I receive pursuant to the General Partners' 30% Reversionary
Interest. There shall, however, be excluded any amounts which I receive under
such Reversionary Interest resulting from my own purchase of units in the Edge
Holding Company Limited Partnership and any sums which I receive pursuant to all
or any portion of the Reversionary Interest attributable to the investment by
Chris Taylor or other persons with whom I make special contractual arrangements
relating to their purchase of limited partnership units.
<PAGE>
Mr. Richard Dale
February 16, 1989
Page 2
For example, assuming that I receive in a calendar year distributions of
$30,000 as a result of the General Partners Reversionary Interest in the Edge
Holding Company Partnership. Of that $15,000, assume further that $10,000 was
attributable to units purchased by Chris Taylor or other persons with whom I
made contractual arrangement and an additional $5,000 was attributable to units
that I invested, either personally or pursuant to an entity affiliated with me,
in the Edge Holding Company Partnership. Under those circumstances, you would be
entitled to 8% of $30,000 less the $15,000 or $1,650.
The will also confirm that there will not be more than 87 units with
respect to which I make special contractual arrangements and/or which I purchase
myself.
This letter relates only to the Reversionary Interest under 8.3 of the
proposed Limited Partnership Agreement and not to any other compensation, fees,
or rights under the Limited Partnership Agreement.
Under this letter, you will be entitled to receive a percentage of funds
that I receive attributable only to my reversionary interest in the partnership
under 8.3 and you will not have any right to claim that I am entitled to receive
funds from the partnership but have not received them. In other words, you will
not be able to assert any claim that I have failed to exercise my rights under
the Partnership Agreement or that I have failed to accept funds from the
Partnership which I was entitled to receive, but only to receive a percentage
based on my actual receipt of funds. If I elect not to make distributions for
any reason, you will not be able to assert a claim, based on the fact of such
non-distribution.
Please confirm that the foregoing confirms the agreement reached by
signing and returning to me the enclosed copy of this letter.
Sincerely,
/s/ JOHN SFONDRINI
John Sfondrini
/s/ RICHARD DALE
- ---------------------
D13/F2
<PAGE>
EXHIBIT G
LOCK-UP LETTER
Raymond James & Associates, Inc.
Jefferies & Company, Inc.
Principal Financial Securities, Inc.
As representatives of the several Underwriters
c/o Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida
Ladies and Gentlemen:
This letter is being delivered to you in connection with the Underwriting
Agreement (the "Underwriting Agreement") that may be executed in connection with
the proposed public offering (the "Offering") between Edge Petroleum Corporation
(the "Company") and you, as representatives of a group of underwriters, relating
to the sale to the underwriters of shares of common stock, par value $0.01 per
share, of the Company (the "Common Stock").
To induce you and the other underwriters to enter into the Underwriting
agreement, the undersigned agrees that during the period beginning on
February 21, 1997 and continuing to and including the date 180 days after the
date of the final Prospectus used in connection with the Offering, the
undersigned will not offer, sell, contract to sell or otherwise dispose of, any
securities of the Company that are substantially similar to the Common Stock,
including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive, Common Stock or any
such similar securities, without your prior written consent; provided, however,
that the undersigned (i) may transfer any or all shares of Common Stock held
either during the undersigned's lifetime or on death by will or intestacy to the
undersigned's immediate family ("Immediate family" shall mean spouse, lineal
descendant, father, mother, brother or sister of the undersigned) or to any
custodian or trustee for the account of the undersigned or the undersigned's
immediate family, and (ii) may make a bona fide pledge or mortgage of any shares
of Common Stock with a commercial lending institution; and provided, further,
that in any such case, the undersigned's immediate family or commercial lending
institution shall receive and hold such shares of Common Stock subject to the
restrictions of this lock-up letter, and there shall be no further transfer of
such stock except in accordance with this lock-up letter.
/s/ JOHN SFONDRINI
By:_________________________________
Printed name: John Sfondrini
Date: 2/24/97
<PAGE>
EXHIBIT I
$650,000.00 St. Petersburg, Fl 33733
February 26, 1997
PROMISSORY NOTE
1. PRINCIPAL
FOR VALUE RECEIVED, John Sfondrini, a natural person ("Maker"), promises to
pay to the order of Raymond James & Associates (including its successors,
transferees and assigns, "Payee"), on or before the "Maturity Date" (as
hereinafter defined), SIX HUNDRED AND FIFTY THOUSAND DOLLARS ($390,000.00)
or if less, the then-outstanding principal amount of the loan (the "Loan")
evidenced by this Note.
2. INTEREST
A: INTEREST ON THE LOAN. The Loan shall bear interest from the borrowing
date until the Maturity Date, payable in arrears on each maturity date, at
a rate per annum (on the basis of a 360-day year for the actual number of
days any portion of principal is outstanding) determined by the Payee with
respect to such period, equal to the prime rate (as published in the
"Money Rates" section of the Wall Street Journal).
B: OVERDUE AMOUNTS. If payment of any amount due under the Loan is not paid
within five business days after demand, such payment shall bear interest
from the date of demand at a rate per annum (on the basis of a 360-day
year for the actual number of days involved) equal to one and one half of
one percent (1.50%) above the prime rate (as published in the "Money
Rates" section of The Wall Street Journal).
C: We use the following three accumulators to calculate margin interest:
1. The number of days there is a debit in your account.
2. The average of the debit balance for each day it is outstanding.
3. The average of the prevailing margin interest rate charges on your
debit balance for each day it is outstanding.
FOR EXAMPLE:
If you have a $1,000 debit balance in your margin account for the first
five days of the month and a $2,000 debit balance for the second five days
of the month, with no debit balance thereafter, you would have an average
debit balance of $1,500 for the first 10 days of the month. This is
calculated by adding the debit amount for each of the 10 days it is
outstanding, then dividing by the number of outstanding days for an
average debit balance of $1,500 ($15,000/10 = $1,500). If the interest
rate were 9% for the first five days' the debit was outstanding and 10%
for the second five days, the average interest rate would be 9.5%. This
is calculated by adding the first five days' interest rate for each day
the debit balance is outstanding (5 days x 9% interest rate), then adding
the second five days' interest rate for each day the balance is
outstanding (5 days x 10% interest rate), then dividing the total by the
number of days the entire balance was outstanding (10) to arrive at an
average interest rate of 9.5% (50+45=95; 95/10=9.5). Since there wasn't a
debit balance during the remainder of the month, those days would not be
used in the averaging calculations. To find the interest charge per day,
multiply the average debit balance of $1,500 by the average interest rate
of 9.5%,
<PAGE>
then divide by 360 days. Multiply this amount by the number of days the
debit was outstanding (10 in this example) to find the interest charge for
the month.
D: DEFINITIONS. Capitalized terms contained herein shall have the respective
meanings given to such terms as follows:
"Maturity Date" shall mean 12 months from the date of this contract.
3. PAYMENTS
Each payment by the Maker pursuant to this Note shall be made prior to 1:00
P.M. (E.S.T.) on the date due and shall be made without set-off or
counterclaim to Payee at its office, presently located at 880 Carillon
Parkway, St. Petersburg, Florida 33716, or as Payee may otherwise direct and
in such amounts as may be necessary in order that all such payments (after
withholding for or on account of any present or future taxes, levies,
imposts, duties, or other similar charges of whatsoever nature imposed by any
government or any or any political subdivision or taxing authority thereof,
other than any tax on or measured by the net income of Payee pursuant to
the income tax laws of the jurisdiction where Payee's principal or lending
office is located) shall not be less than the amounts otherwise specified to
be paid under this Note. Each such payment shall be made in lawful currency
of the United States of America and in immediately available funds. If the
stated due date of any payment required hereunder is other than a business
day, such payment shall be made on the next succeeding business day and
interest at the applicable rate shall accrue thereon during such extension.
4. MISCELLANEOUS.
Each payment of principal of, or interest on, the Loan shall constitute an
acknowledgment of the indebtedness of Maker under this Note. Maker:
(a) waives presentment, demand, protest and other notice of any kind in
connection with this Note, and
(b) agrees to pay to the holder thereof, on demand, all costs and expenses
(including reasonable legal fees actually incurred) incurred in
connection with the enforcement and collection of this Note.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF FLORIDA (without regard to principles of conflicts of law), but
this shall not limit the rate of interest which may be charged by payee under
other applicable law.
Maker hereby agrees that ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
NOTE SHALL BE ARBITRATED IN ACCORDANCE WITH THE PROVISIONS OF THE CLIENT
AGREEMENT BETWEEN MAKER AND PAYEE.
Nothing contained in this Note shall be deemed to establish or require the
payment of a rate of interest in excess of the maximum rate permitted by
applicable law (the "Maximum Rate"). If the amount of interest payable for any
period calculated in accordance with the provisions of this
<PAGE>
Note (said amount, the "Calculated Interest") exceeds the amount of interest
that would by payable for such period had interest for such period been
calculated at the Maximum Rate, there shall be paid on such interest payment
date an amount of interest calculated on the basis of the Maximum Rate for such
period. If on any subsequent payment date, (i) the Calculated Interest for the
period ending on such subsequent interest payment date (the "Current Interest
Period") is less than the amount of interest that would be payable for such
Current Interest Period had interest for such Current Interest Period been
calculated on the basis of the Maximum Rate and (ii) any portion of the excess
(if any) of Calculated Interest for any prior period over interest calculated at
the Maximum Rate for such prior period (the "Outstanding Interest Amount")
remains unpaid, then on such subsequent interest payment date there shall be
paid, as provided herein, additional interest for such Current Interest Period
in an amount equal to the lesser of (i) the theretofore unpaid Outstanding
Interest Amounts for all prior interest payment periods or (ii) an amount that,
when added to the amount of Calculated Interest payable for such current
Interest Period, results in the payment of interest for such Current Interest
Period at the Maximum Rate.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Note.
"Maker"
/s/ JOHN SFONDRINI
--------------------------------
John Sfondrini
NOTARY
State of Florida
County of Pinellas
The foregoing instrument was acknowledged before me this 26th day of
February , 1997 by John Sfondrini, who is personally known to me or who has
produced Driver's License as identification, and who did/did not take an oath.
/s/ ROBIN D. NOVAK
--------------------------------
Notary Signature
/s/ ROBIN D. NOVAK
--------------------------------
Print Name Notary
--------------------------------
Serial Number (if any)
Comm. Expires April 27, 1999
No. CC450614
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
[X] New Application [ ] Update NEW ACCOUNT FORM
- -----------------------------------------------------------------------------------------------------------------------------------
1111 30877586
----------- -----------------
[RAYMOND JAMES LOGO APPEARS HERE] 880 Carillon Parkway - P.O. Box 12749 Form # Account #
St. Petersburg, FL 33733-2794
(813) 573-3800 345 1080 6018
--------- -------- --------------
Branch # AE# Speed Dial #
- -----------------------------------------------------------------------------------------------------------------------------------
Account Type [ ] ELITE INVESTMENT (MUST initial Ready Access (margin) and complete separate Elite application) [ ] CASH
[X] READY ACCESS (margin)_______ Client's initials_________ Client's initials________
- -----------------------------------------------------------------------------------------------------------------------------------
Account Classification [X] Individual [ ] Tenants in Common [ ] Custodial [ ] Investment Club
[ ] Joint (WROS) [ ] Corporation [ ] Estate [ ] IRA
[ ] Joint Tenants by Entirety [ ] Partnership [ ] Trust (ERISA [ ]Yes [ ] No) [ ] Other
[ ] Joint Community [ ] Propriatorship Name_________________________
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] I am [X] I am not subject to backup withholding under the provisions of section 3408(a)(1)(c) of the Internal Revenue Code.
W-9 CERTIFICATION: Under penalties of perjury, I certify the information shown on this form is correct and complete.
- -----------------------------------------------------------------------------------------------------------------------------------
Legal Name (as it appears on Social Security card):
- -----------------------------------------------------------------------------------------------------------------------------------
Complete Account Title Mr. Mrs. Ms. Miss |Tenants in| U.S. Social Security Number/Taxpayer ID | Birthdate
John Sfondrini | Common % | ###-##-#### | 5/22/48
- -----------------------------------------------------------------------------------------------------------------------------------
Mr. Mrs. Ms. Miss |Tenants in| U.S. Social Security Number/Taxpayer ID | Birthdate (Joint)
| Common % | (Joint)
- -----------------------------------------------------------------------------------------------------------------------------------
| [ ] Tax Exempt [X] U.S. Citizen [ ] Foreign |Marital Status
| [ ] Resident Alien [ ] Non-Resident Alien (W-8 Required)|[ ] Single
|[X] Married
- -----------------------------------------------------------------------------------------------------------------------------------
Mailing Address | Legal Residence (if different than Mailing Address)
55 Pumping Station Rd
- -----------------------------------------------------------------------------------------------------------------------------------
City | State | Zip Code |
Ridgefield | CT | 06877 |
- -----------------------------------------------------------------------------------------------------------------------------------
Home Telephone Number Business Telephone Ext. | City State Zip Code Country
(703)431-4623 ( ) - | -
- -----------------------------------------------------------------------------------------------------------------------------------
Name of Employer | Name of Employer (joint)
[ ] Retired Napamco LTD | [ ] Retired
- -----------------------------------------------------------------------------------------------------------------------------------
Employer's Address | Employer's Address
Pagefield |
- -----------------------------------------------------------------------------------------------------------------------------------
Occupation (most recent, if retired) | Occupation (most recent, if retired)
Financing |
- -----------------------------------------------------------------------------------------------------------------------------------
Preferred Account Number at Raymond James | Brokerage Firms Where You Have Accounts | Initial Transaction [X]Buy [ ]Sell [ ]Deposit
| | Description/ [ ] Transfer
| |
- -----------------------------------------------------------------------------------------------------------------------------------
Account Instructions: (put one number on each line above the corresponding column)
2 Securities 4 Funds 7 Cash Dividend 2 Block Dividend
2 Hold Street Name/From Account 6 Transfer From/To 3 Transfer Princ/Pay Div/Int. 2 Hold Street Name
(mark Transfer Alternative below)
1 Transfer & Ship/Will Deliver 4 Credit Interest Program (CIP) 2 Transfer per Funds Instructions 1 Transfer & Ship
1 Will Remit/Send Check 1 Mail Check to Client
Transfer Alternatives
[ ] Heritage Cash Trust (HCT), [ ] Heritage Cash Trust Municipal (HCTM). [ ] Raymond James Bank, FSB
I acknowledge receipt of the prospectus I acknowledge receipt of the prospectus (complete separate application)
- -----------------------------------------------------------------------------------------------------------------------------------
Name and Address for Duplicate: [ ] Statement [ ] Confirm [ ] Both
- -----------------------------------------------------------------------------------------------------------------------------------
Annual Income
[ ]$0-$20,000 [ ]$20,001-$60,000 [ ]$60,001-$100,000 [ ]$100,001-$200,000 [x]$200,001-$600,000 [ ]$600,001-$1,000,000
[ ]Over $1,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
Net Worth Excluding Personal Residence(s).
[ ]$0-$20,000 [ ]$20,001-$60,000 [ ]$60,001-$100,000 [ ]$100,001-$250,000 [x]$250,001-$600,000 [ ]$600,001-$1,000,000
[x]Over $1,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
Account Objective: Choose one Primary and one Secondary (if applicable) and Time Horizon for each. Provide your experience,
if any, in the following
Primary Objective Secondary Objective Investments.
Risk ----------------- Time Risk ------------------- Time Circle L-Limited, M-
Tolerance Growth Income Tax Free Horizon Tolerance Growth Income Tax Free Horizon Moderate, or E-E
- ---------- ------- ------ -------- -------- --------- ------- ------ -------- ------- or leave blank, if none
Experience
----------
High P __6 yrs High 3 __5 yrs Equities L M E
Medium __8-10 yrs Medium __8-10 yrs Bonds L M E
Low N/A __10 yrs Low N/A __10 yrs Optional L M E
Futures L M E
Mutual
Funds L M E
Annuities L M E
Margin
Trading L M E
- -----------------------------------------------------------------------------------------------------------------------------------
Raymond James & Associates, Inc. is an affilate of Raymond James Bank, FSB, a federally chartered savings bank. Unless otherwise
specified, products purchased from or held at Raymond James & Associates, Inc., are not insured by the FDIC, are not deposits or
other obligations of Raymond James Bank, FSB, and are not guaranteed by Raymond James Bank, FSB, and, are subject to Investment
risks, including possible loss of the principal invested.
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] I am [x] I am not an employee, an Account Executive, or related to any employee or Account Executive within the
Raymond James Financial Group, Specify to whom and relationship___________________________________
[ ] I am [x] I am not an employee of or related to an employee of any exchange or a member firm of any exchange or member
of the National Association of Securities Dealers, Inc (NASD), or an officer of a bank, trust
company, or Insurance company. I am employed with______________ in the position of_________________
[x] I am [ ] I am not a director, corporate officer, or a 10% shareholder of a publicity traded company. Indicate the
name of the company and relationship - Edge - Director
------------------------------------------------------------
[ ] You may [x] You may not disclose my name, address, and security position to requesting companies in which I hold securities
under rule 14b(c)-1 of the Securities and Exchange Commission.
- -----------------------------------------------------------------------------------------------------------------------------------
By signing below, I acknowledge that I have received, read, understand, and agree to abide by all the terms and conditions set forth
in the Client Agreement Incorporated herein by this reference. The Client Agreement contains a binding arbitration clause and other
provisions substantially affecting my rights. * * * I have detached and retained the Client Agreement for my records. * * *
- -----------------------------------------------------------------------------------------------------------------------------------
The Internal Revenue Service you consent to my provisions of this document other than the certifications required to avoid backup
withholding.
- -----------------------------------------------------------------------------------------------------------------------------------
Clients Signature | Date | Account Executive's Signature | Date
/s/ | 2/26/97 | /s/ | 3/6/97
- ------------------------ -------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Client's Signature (if applicable) | Date | Branch Manager's Approval Date | Home Office
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
[LOGO OF RAYMOND JAMES AND CLIENT AGREEMENT
ASSOCIATES APPEARS HERE]
I/we acknowledge and agree that my/our relationship with Raymond James &
Associates, Inc. is governed by the provisions of this agreement. Throughout
this agreement, "I", "me", "we" and "us" refer to the undersigned and any other
actual or beneficial owner of property in this account. "You" and "your" refer
to Raymond James & Associates, Inc. and the introducing broker, if applicable.
The terms "property" and "securities" mean securities of all kinds, monies,
options and all other property dealt in by brokerage firms.
APPLICABLE REGULATIONS: (a) I understand and agree that every transaction in my
account is subject to the rules or customs in effect at the time of the
transaction which, by the terms of the rule or custom, applies to the
transaction. These rules or customs include state and federal laws, rules and
regulations established by state or federal agencies, the Constitution, rules,
customs and usages of the applicable exchange, association, market or
clearinghouse or customs and usages of individuals transacting business on the
applicable exchange, market or clearinghouse.
(b) If this agreement is incompatible with any rule or custom, or if a rule or
custom is changed, this agreement will be automatically modified to conform to
the rule or custom. The modification of this agreement shall not affect any of
its other provisions.
ORDERS FOR DELIVERY AND SETTLEMENT: (a) I will designate each order to sell as a
"short" sell order or a "long" sell order. A "short" sale means the sale of a
security not owned by me. You may, at your sole discretion and without prior
notice to me, cover any short sale in my account. I understand that "cover"
means the purchase, at the market price, of securities that were previously sold
short. When I designate a sale as "long", I am promising to you that I own the
security and promising that, if the security is not in your possession when I
place the sale order, I will deliver the security to you by the settlement date.
If I fail to deliver the security to you by the settlement date, you may
purchase the security, at the market price, for my account and hold me
responsible for any loss, commission and/or fees.
(b) When I order the purchase of a security, I will make payment to you on or
before the settlement date. If I fail to make payment by the settlement date for
securities purchased, I authorize you to, at your sole discretion and without
prior notice to me, sell the purchased security or any other securities in my
accounts to satisfy the debt and I understand that I will be solely responsible
for any resulting loss.
FEES AND CHARGES: I understand that I will be charged commissions for my orders
to buy or sell securities and/or other fees and I understand that your
commission and fee rates may be changed without notice to me. I agree to pay
the commission and/or fees at the rates in effect at the time. If I fail to pay
for a security purchased by me by the settlement date, I understand that my
account can be charged a late fee.
LOANS AND COLLATERAL: This section applies only to margin or Elite Accounts, or
if there is a deficit in your account. (a) You may make a loan to me at any time
and in any amount you choose, and I understand that any transaction or event
resulting in a negative balance in my account acts as a request from me to you
for a loan. I understand that you are not obligated to make any loan to me and
you may alter the collateral requirements or conditions for loans at any time
with or without prior notice to me. I agree to pay interest on any loan or
account balance at the rate specified in your Statement of Credit Terms, a copy
of which will be sent to me. I understand that from time to time you may change
your Statement of Credit Terms, including the interest rate, and I agree to be
bound by any revision from its effective date. For purposes of this agreement
the legal and statutory rate of interest shall be the rate specified in your
Statement of Credit Terms.
(b) As collateral for all loans or any balance due on my account, I grant you a
security interest in all property held by you or in any of my accounts, whether
the property is in your possession now or comes to be in the future. If it is
necessary for you to enforce your security interest by the sale of my property,
you may select which property is to be sold and at what time it will be sold and
I will not hold you liable for your decisions.
(c) I understand that the property in my account or held by you may be used by
you as security (either separately or together with other property) for loans
you have or may incur in the future with third parties.
(d) I understand that any loan or any balance due on my account is payable on
your demand, and you may demand payment of the full amount of any loan or
balance due on my account at any time. If any dividend ???????? distribution or
similar payment is made to my account, you are authorized to apply the payment
to any balance due in my account. However, you are not obligated to apply any
such payment you receive to the balance due on my account. If you must take
action against me to collect any outstanding balances, I agree to pay all costs,
including attorney's fees, to do so.
AUTHORIZATION: ACCURACY OF REPORTS: (a) You are authorized to act on oral
instructions concerning my account and you are not liable for acting on any
false oral instructions if the instructions reasonably appeared to you to be
genuine. I authorize you to electronically record any and all conversations
between me (or my representative) and you.
(b) I will notify you of any error in a confirmation of order within two days of
when it is mailed to me. I will notify you of any error in a statement within 10
days of when it is mailed to me. If I do not give you written notification of an
error in the time specified above, then I accept the confirmation or statement
as correct and I will not later claim the confirmation or statement is incorrect
or the transactions shown were unauthorized. I understand that all mail will be
sent to the address shown on my Client Agreement and I will be responsible for
receiving mail at that address, unless I give you written notice of a change in
address.
(c) During the period I maintain an account with you or thereafter, you are
authorized to obtain credit reports on me from any credit reporting agency at
your expense. If you request me to do so, I will sign a separate authorization
allowing the release of credit information to you.
AUTHORIZATION TO LIQUIDATE ACCOUNT AND COLLATERAL: If you feel it is necessary
for your protection, or on my death, you may cancel any unexecuted order and you
may also purchase securities to cover the sale of securities ordered by me or
sell securities to satisfy any debt in my account. The decision to cancel an
order or buy or sell securities in my account is solely at your discretion and
the sale or purchase may be performed in any manner you feel reasonable. I agree
that I will remain responsible for any deficiencies in my account after the
liquidation of my account or collateral.
INTRODUCED ACCOUNTS: I agree that if you are acting as a clearing broker for
transactions on my account, you are not responsible for the conduct,
representations or recommendations of the introducing broker or its agents.
JOINT ACCOUNTS: (a) If this is a Joint Account, we agree that each of us has the
authority to act on behalf of all account owners to: order any transaction
involving the account, including transactions that result in a negative account
balance; receive any property in the account, including cash withdrawals;
receive any communications concerning the account, including confirmations and
statements; and make or agree to any changes in the account or this agreement,
including closing the account. You are not required to verify with other account
owners the authority for any instructions received from one of us and you do not
need to give notice of any transaction to any owner who did not order the
transaction. Each and every account owner shall be individually liable for the
full amount of any loan or balance due on this account.
(b) If one of us dies, the survivor(s) will give you immediate written notice of
the death of any of us. You may take any action you may feel is prudent to
protect you against any tax, liability, penalty or loss. Each of our estate(s)
and each survivor will be liable to you for the full amount of any debt or loss
resulting from the completion of transactions initiated prior to your receipt of
a written notice of death or incurred in the liquidation of the account or in
the adjustment of interests of the respective parties. Any debt or lien assessed
against the account following the death of any of us shall be charged fully
against the interests of the survivor(s) and of the estate of the decedent. This
section does not release the decedent's estate from any liability provided in
the agreement.
BINDING ON SUCCESSORS: I understand and agree that this agreement will be
binding on my successors (including my executor, heirs or assignees) and I will
notify any successor of the agreement's provisions.
WAIVER AND MODIFICATION: I understand that your failure to exercise any right
granted by this agreement or to insist on my strict compliance with any
obligation under this agreement will not be considered a waiver of that right or
obligation. I also understand if you furnish me with notice on one occasion, you
are not obligated to provide me with notice in the future. I understand that no
provision of this agreement can be waived or modified unless it is done in
writing and signed by your Treasurer, Corporate Counsel or Compliance ????????
<PAGE>
Severability: If any provision of this agreement is deemed to be unenforceable
for any reason, this will not affect the validity and enforceability of any
other provision of this agreement.
Termination: You have the right to terminate any of my accounts, including
multiple owner account(s), at any time by notice to me.
Credit Interest Program (CIP): By so indicating in the account instructions or
advising you subsequently of my election to participate in CIP, I understand CIP
is designed to pay interest on funds left for reinvestment purposes only.
Credits will be automatically transferred to CIP on settlement date for sales
and on the same business day for other credits. Checks deposited will be
transferred to CIP on the third business day. Interest is credited based on the
average monthly balance and no interest is credited for any month during which
the average balance falls below a specified minimum. The interest rate is
subject to change and the rate, as well as interest credited, will appear on
your succeeding statement.
Extraordinary Events: You shall not be liable for losses caused directly or
indirectly by any condition not within your exclusive control, including
government restrictions, exchange or market rulings, suspension of trading,
war, strikes or extreme market volatility or trading volumes.
Restrictions on Trading: You may, in your sole discretion, prohibit or restrict
trading of securities or substitution of securities in any of my accounts.
Choice of Law: This agreement shall be construed in accordance with the laws of
the State of Florida.
My Representations: I represent that I am of the age of majority according to
the laws of my state of residence. I further represent that I am not an
employee of any exchange or a member firm of any exchange or member of the
National Association of Securities Dealers, Inc. ("NASD"), or of a bank, trust
company or insurance company unless I notify you to that effect. If I become so
employed, I agree to notify you promptly. I also represent that no persons
other than those signing this agreement have an interest in the account.
Right to an Attorney: (a) I understand that when I sign the Client Agreement,
this Client Agreement becomes a legally binding contract between you and me. I
also understand that this document may alter the rights I might have and may
create responsibilities I might otherwise not have had.
(b) I understand that I may, if I wish, consult with an attorney before I sign
the Client Agreement and enter into this agreement. In connection with entering
into this agreement, you are representing your interests, and not mine,
therefore, to the extent I do not understand any provision of this agreement or
its effect, I understand that I should seek the independent advice of an
attorney.
Mutual Fund Networking: Networking is an automated communication system used to
transmit information between the mutual fund and the broker/dealer, allowing us
to reflect fund records on the client brokerage statement. All mutual fund
positions will automatically be networked, if eligible, unless we receive
written instructions from you specifically stating otherwise.
Payment for Order Flow: (a) Raymond James may, from time to time, receive
payment for order flow. Order flow payment is compensation received as an
incentive to direct transactions to various markets. This compensation is
received in a number of ways, including direct cash payment ranging from a
fraction of a cent to 2.5 cents per share, estimated to equal approximately $10
million annually. In certain instances, reduced transaction fees are provided by
various exchanges. While there is no actual agreement, oral or written. Raymond
James believes that it is receiving business from specialists at various
exchanges as a result of the transaction volume directed to them. Additionally,
Raymond James acts as a specialist in certain listed securities on the
Philadelphia, Chicago and Pacific Coast exchanges, and is a market maker in a
number of Over-The-Counter (OTC) securities. As a result of orders directed to
these various markets, trading profits or losses may be generated.
(b) Raymond James' policy is to direct orders, based upon a number of factors
and absent specific routing instructions from you, to the market center where it
believes that the customer receives the best execution. The potential for
receipt of order flow payment, or trading profits, is not a factor in this
decision. Raymond James believes, based upon prior experience, that our order
routing practice provides opportunity for the orders to be executed at prices
better than actual ??????????????
(c) Raymond James' ongoing review of the markets used allows us to keep our
commissions competitive, in addition to ensuring the best execution services for
our clients.
Arbitration Disclosures:
Arbitration is final and binding on the parties.
The parties are waiving their right to seek remedies in court, including the
right to trial by jury.
Pre-arbitration discovery is generally more limited than and different from
court proceedings.
The arbitrators' award is not required to include factual findings or logical
reasoning and any party's right to appeal or seek modification of rulings by the
arbitrators is strictly limited.
The panel of arbitrators will typically include a minority of arbitrators who
were or are affiliated with the securities industry.
No person shall bring a punitive or certified class action to arbitration, nor
seek to enforce any pre-dispute arbitration agreement against any person who has
initiated in court a punitive class action or who is a member of a punitive
class who has not opted out of the class with respect to any claims encompassed
by the punitive class action until the class certification is denied or the
class is decertified or the client is excluded from the class by the court.
Such forebearance to enforce an agreement to arbitrate shall not constitute a
waiver of any rights under this agreement except to the extent stated herein.
Arbitration and Dispute Resolution: (a) in a dispute or controversy, either
arising in the future or in existence now, between me and you (including your
officers, directors, employees or agents and the introducing broker, if
applicable) we agree to first endeavor to settle the dispute in an amicable
manner by mediation before the National Association of Securities Dealers, Inc.
at the request of either party. Thereafter, any unsettled dispute or
controversy will be resolved by arbitration conducted before the New York Stock
Exchange, Inc., the National Association of Securities Dealers, Inc., or the
American Stock Exchange, Inc., or other self-regulatory organizations (SRO)
subject to the jurisdiction of the Securities and Exchange Commission (SEC)
pursuant to the arbitration rules of the Exchange or SRO, and in accordance
with the United States Arbitration Act (Title 9 of the United States Code).
(b) We agree that in any arbitration the arbitrators will resolve the dispute in
accordance with applicable law and will be required to furnish us with a written
decision which must explain the reasons for their decision. Any claim on behalf
of myself (and anyone else having an interest in this account) will be brought
individually and not with the claims of the holders of any other account. Each
of us will keep the existence of all information disclosed in the arbitration
(including all documents exchanged or offered as exhibits and the testimony of
any witness) and the results of the arbitration strictly confidential and will
not disclose that information unless by written consent of the parties or if a
party is required to do so by legal process or the SEC or an SRO. Any failure
by us to maintain confidentiality shall render any arbitration award received by
us null and void.
(c) A court of competent jurisdiction may enter judgment based on the award
rendered by the arbitrators. We agree that both parties will have a right to
appeal the decision of the arbitrators if the arbitrators award damages that
exceed $100,000; the arbitrators do not award damages and the amount of my loss
of principal exceeds $100,000; or the arbitrators award punitive damages. In
each of the foregoing cases, a court having jurisdiction will conduct a "de
novo" review of the transcript and exhibits of the arbitration hearing.
(d) Nothing in this agreement shall be deemed to limit or waive the application
of any relevant state or federal statute of limitation, repose or other time
bar. Any claim made by either party to this agreement which is time barred for
any reason shall not be eligible for arbitration.
(e) In addition to the above provisions, if I am or become a non-U.S. resident
at the time of any controversy subject to this arbitration agreement, I agree to
the following additional provisions (1) I agree that all arbitration proceedings
shall be conducted in the nearest U.S. city which conducts arbitration
proceedings, and (2) I consent and submit to the personal jurisdiction of the
courts of the state of in which said city is located in the USA to interpret or
enforce any or all of these arbitration provisions.
<PAGE>
EXHIBIT J
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them of
a Statement on Schedule 13D (including any and all amendments thereto) with
respect to the Common Stock, par value $0.01 per share, of Edge Petroleum
Corporation, a Delaware corporation, and further agree that this Agreement shall
be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for
timely filing of such Statement on Schedule 13D and any amendments thereto, and
for the completeness and accuracy of the information concerning such party
contained therein; provided that no party is responsible for the completeness or
accuracy of the information concerning the other party, unless such party knows
or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original instrument, but all of such counterparts
together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby execute
this Agreement this 13th day of March, 1997.
/s/ John Sfondrini
________________________________________
John Sfondrini
NAPAMCO, LTD., a Connecticut corporation
By: /s/ John Sfondrini
____________________________________
John Sfondrini
President
NAPAMCO, LTD., a New York corporation
By: /s/ John Sfondrini
____________________________________
John Sfondrini
President
<PAGE>
EDGE HOLDING COMPANY PARTNERSHIP
By: /s/ John Sfondrini
____________________________________
John Sfondrini
General Partner
EDGE GROUP PARTNERSHIP
By: Edge I Limited Partnership,
Edge II Limited Partnership and
Edge III Limited Partnership
General Partners
By: /s/ John Sfondrini
_______________________________
John Sfondrini
General Partner
EDGE I LIMITED PARTNERSHIP
By: /s/ John Sfondrini
____________________________________
John Sfondrini
General Partner
EDGE II LIMITED PARTNERSHIP
By: /s/ John Sfondrini
____________________________________
John Sfondrini
General Partner
<PAGE>
EDGE III LIMITED PARTNERSHIP
By: /s/ John Sfondrini
____________________________________
John Sfondrini
General Partner
