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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Quicksilver Resources Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
74837R-10-4
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(CUSIP Number)
Bill Lamkin, 1619 Pennsylvania Avenue, Fort Worth, Texas 76104 (817) 877-3151
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 15, 1999
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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 [_].
Check the following box if a fee is being paid with the statement [_].
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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SCHEDULE 13D
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CUSIP NO. 74837R-10-4 PAGE 1 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anne Darden Self
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
467,373
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 13,450
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
467,373
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
13,450
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
480,823
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.7%
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TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13D
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $0.01 par value
("Common Stock"), of Quicksilver Resources Inc.
("Quicksilver"). Quicksilver is a Delaware corporation and the
address of its principal executive offices is:
1619 Pennsylvania Avenue
Fort Worth, Texas 76104
Item 2. Identity and Background.
(a) Name:
Anne Darden Self
(b) Residence or Business address:
1619 Pennsylvania Avenue
Fort Worth, Texas 76104
(c) Present Principal Occupation or Employment and the
Name, Principal Business and Address where Employment
Occurs:
Vice-president of Human Resources for Mercury
Exploration Company, Director of Quicksilver
Resources Inc., 1619 Pennsylvania Avenue, Fort Worth,
Texas 76104.
(d) Involvement in Certain Legal Proceedings:
Ms. Self has not been convicted in a criminal
proceeding during the previous five years. Ms. Self
has not been a party in a civil or administrative
proceeding involving an alleged violation of any
state or federal securities laws during the previous
five years.
(e) Citizenship:
Ms. Self is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Ms. Self is an officer, director and shareholder of Mercury
Exploration Company ("Mercury"), which, on July 15, 1999,
purchased 1,340,405 shares of Quicksilver Common Stock from
Trust Company of the West. All of the shares were purchased
with working capital for total price of $10,897,493.
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Item 4. Purpose of Transaction.
Mercury purchased 1,340,405 shares of Quicksilver Common Stock
for investment purposes.
Item 5. Interest in Securities of the Issuer.
Ms. Self is the beneficial owner of 467,373 shares of
Quicksilver's Common Stock (or approximately 2.6% of its
outstanding shares), including the shares exercisable under
the warrants described below. Ms. Self holds the sole power to
vote and dispose of these shares.
Ms. Self is also the co-trustee of five trusts for the benefit
of her nieces and nephews, which own 13,450 shares of
Quicksilver Common Stock. She shares the power to vote and
dispose of such shares with her brothers Glenn and Thomas
Darden.
Ms. Self is an officer, director, and shareholder of Mercury
Exploration Company ("Mercury") which owns 5,808,927 shares of
Quicksilver's Common Stock, including 594,000 shares of Common
Stock pursuant to warrants. Ms. Self shares the power to vote
and to dispose of these shares as a director and officer of
Mercury. Ms. Self disclaims beneficial ownership of the
5,808,927 shares of Quicksilver Common Stock owned by Mercury,
except to the extent of her pecuniary interest in them arising
from her ownership interest as a shareholder of Mercury.
Ms. Self is a member of Quicksilver Energy, L.C. ("QELC")
which owns 3,030,861 shares of Quicksilver Common Stock. Ms.
Self shares the power to vote and dispose of these shares as a
member of QELC. Ms. Self disclaims beneficial ownership of the
3,030,861 shares of Quicksilver Common Stock owned by QELC,
except to the extent of her pecuniary interest in them arising
from her ownership interest as a member of QELC.
Ms. Self also holds warrants to purchase 110,000 shares of
Quicksilver Common Stock, which can be exercised prior to
March 31, 2002, subject to the Agreement Regarding Warrants
described below.
Together, Ms. Self's shares, the trusts' shares, Mercury's
shares, QELC's shares and the warrants for Quicksilver Common
Stock represent 50.2% of the total issued and outstanding
shares.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
AGREEMENT AMONG STOCKHOLDERS
Quicksilver, Mercury, Quicksilver Energy , L.C. ("QELC"), the
Darden Family, and Joint Energy Development Investments
Limited Partnership ("JEDI"), are parties to an Agreement
Among Stockholders, dated October 15, 1999 (the "Stockholders
Agreement").
Under the Stockholders Agreement, JEDI, so long as it is a
holder of Quicksilver Common Stock, has the right to elect a
number of members of the Board of Directors of Quicksilver
representing a percentage of the entire Board of Directors as
close as possible to the percentage of outstanding shares of
Quicksilver Common Stock held by JEDI, but in no case less
than one. In calculating the percentage of outstanding shares
of Common Stock held by JEDI, the number of shares held by
JEDI used in the calculation will not exceed 1,340,405.
In addition, each of Mercury and QELC have an obligation to
provide JEDI with a proportionate right to join in any
transfers of shares of Quicksilver Common Stock by Mercury or
QELC, excluding 1,340,405 shares owned by Mercury.
AGREEMENT REGARDING WARRANTS
Mercury and the Darden Family also entered into an agreement
regarding warrants with JEDI. Mercury and the Darden Family
have agreed that they will not exercise their warrants to
purchase Quicksilver Common Stock at $12.50 until either (1)
the market value of JEDI's Quicksilver Common Stock exceeds
$20,995,200; (2) JEDI no longer owns any Quicksilver Common
Stock; or (3) JEDI consents to the exercise in writing.
LOCK-UP AGREEMENT
Ms. Self is a party to a Lock-Up Agreement entered into in
connection with a recent public offering of Common Stock which
restricts her disposition of her shares of Quicksilver Common
Stock for a period of 180 days following November 16, 1999.
Item 7. Material to be Filed as Exhibits.
- Agreement Among Stockholders, dated October 15, 1999, by and
among Quicksilver Resources Inc., Mercury Exploration Company,
Quicksilver Energy, L.C., Frank Darden, Thomas F. Darden,
Glenn M. Darden, Anne Darden Self, and Joint Energy
Development Investments Limited Partnership.
- Agreement Regarding Warrants, dated September 1, 1998, by and
among Quicksilver Resources Inc., Mercury Exploration Company,
Frank Darden, Thomas F. Darden,
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Glenn M. Darden, Anne Darden Self, Joint Energy Development
Investments Limited Partnership and Trust Company of the West
(as filed as Exhibit 10.13 to Quicksilver's Registration
Statement on Form S-4 (SEC File No. 333-66709) and
incorporated hereby by reference).
- Lock-Up Agreement dated October 7, 1999, among Anne Darden
Self and Bear, Stearns & Company, Inc., Dain Rauscher Wessels,
and Morgan Keegan & Company, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 21, 2000
Date:____________________________
/s/ ANNE DARDEN SELF
By:______________________________
Anne Darden Self
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EXHIBIT 99.A
BEAR, STEARNS & COMPANY, INC.
DAIN RAUSCHER WESSELS
RAYMOND JAMES & ASSOCIATES
MORGAN KEEGAN & COMPANY, INC.
as Representatives of the several Underwriters
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Re: Quicksilver Resources Inc.
Ladies and Gentlemen:
In consideration of the agreement of the several Underwriters, for which
Bear, Stearns & Company, Inc., Dain Rauscher Wessels, Raymond James & Associates
and Morgan Keegan & Company, Inc. intend to act as Representatives, to
underwrite a proposed public offering (the "Offering") of shares of common stock
(the "Common Stock") of Quicksilver Resources Inc., a corporation organized
under the laws of the State of Delaware, as contemplated by a registration
statement to be filed with the Securities and Exchange Commission on Form S-1,
the undersigned hereby (i) agrees that the undersigned will not, directly or
indirectly, during a period of one hundred eighty (180) days from the date of
the final prospectus for the Offering (the "Lock-Up Period"), without the prior
written consent of Bear, Stearns & Co. Inc., issue, sell, offer or agree to
sell, grant any option for the sale of, pledge, make any short sale or maintain
any short position, establish or maintain a "put equivalent position" (within
the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as
amended), enter into any swap, derivative transaction or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock (whether any such transaction is to be settled by
delivery of Common Stock, other securities, cash or other consideration) or
otherwise dispose of, any Common Stock (or any securities convertible into,
exercisable for or exchangeable for Common Stock) of the Company or of any of
its subsidiaries; and (ii) authorizes the Company during the Lock-Up Period to
cause the transfer agent to decline to transfer and/or to note stop transfer
restrictions on the transfer books and records of the Company with respect to
any shares of Common Stock and any securities convertible into exercisable or
exchangeable for Common Stock for which the undersigned is the record holder
and, in the case of any such share or securities for which the undersigned is
the beneficial but not the record holder, agrees to cause the record holder to
cause the transfer agent to decline to transfer and/or to note stop transfer
restrictions on such books and records with respect to such shares or
securities.
Notwithstanding the foregoing:
A. If the undersigned is an individual, he or she may transfer shares of
Common Stock (or any securities convertible into, exercisable for, or
exchangeable for Common Stock) by gift, will, or intestate succession to
his or her immediate family or to a trust the beneficiaries of which are
exclusively the undersigned and/or a member or members of his or her
immediate family (for purposes of this paragraph, "immediate family"
shall mean spouse, lineal descendant, father, mother, brother or sister
of the
<PAGE>
B. If the undersigned is a corporation, partnership or limited liability
company, it may transfer any shares of Common Stock (or any securities
convertible into, exercisable for, or exchangeable for Common Stock) to
its subsidiaries, partners or members, as the case may be;
provided, however, that in any such case it shall be a condition to the transfer
that (i) each transferee execute an agreement stating that the transferee is
receiving and holding the shares of Common Stock (or and securities convertible
into, exercisable for, or exchangeable for Common Stock) subject to the
provisions of this agreement, and there shall be no further transfer of such
shares of Common Stock (or any securities convertible into, exercisable for, or
exchangeable for Common Stock) except in accordance with this agreement and (ii)
that each transferee certifies in writing to Bear, Stearns & Co. Inc. that such
transferee is in compliance with the terms of this agreement as if such
transferee had been bound by this agreement from the original date of this
agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into the agreements set forth herein, and
that, upon request, the undersigned will execute any additional documents
necessary in connection with enforcement hereof. Any obligations of the
undersigned shall be binding upon the successors and assigns of the undersigned.
Very truly yours,
FOR ENTITY: FOR INDIVIDUAL:
_________________________________ /s/ Anne D. Self
------------------------------
By: _____________________________ Signature
Its: ____________________________ Anne D. Self
-------------------------------
Printed Name
ADDITIONAL SIGNATURE:
____________________________________
(If held jointly)
____________________________________
Printed Name
Dated: October 7, 1999
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EXHIBIT 99.B
AGREEMENT AMONG STOCKHOLDERS
This Agreement Among Stockholders (this "Agreement") dated October 15,
1999, is by and among Quicksilver Resources Inc., a Delaware corporation (the
"Company"), Mercury Exploration Company, a Texas corporation ("Mercury"),
Quicksilver Energy, L.C., a Michigan limited liability company ("QELC"), Frank
Darden, Thomas F. Darden, Glenn Darden, Anne Darden Self, and Joint Energy
Development Investments Limited Partnership, a Delaware limited partnership
("JEDI").
WHEREAS, except for the Company, the parties hereto (collectively the
"Stockholders" and each, a "Stockholder") are holders of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"); and
WHEREAS, the parties hereto and others were parties to that certain
Stockholders Agreement dated April 9, 1998 as amended by Amendment No. 1 dated
September 1, 1998 (as so amended, the "Stockholders Agreement");
NOW, THEREFORE, in consideration of the execution and delivery by each of
the parties hereto of the Termination Agreement of even date herewith,
terminating the Stockholders Agreement, the parties hereto agree as follows:
1. Board Representation.
(a) The Company, subject to its fiduciary duties under applicable
state law, and each of the Stockholders agree and acknowledge that JEDI and/or
its Permitted Transferees (defined below) shall have the right, exercisable at
any time and acting alone (or, if more than one, in concert with each other), to
elect one or more members of the Board of Directors of the Company as determined
below, until such time (the "Termination Date") as JEDI and/or its Permitted
Transferees have transferred in the aggregate 1,340,405 shares of Common Stock
to one or more persons other than Permitted Transferees. The number of directors
that JEDI and/or its Permitted Transferees shall be entitled to elect shall be
that number of directors that represents a percentage of the entire Board of
Directors at the time of election that is as close as possible to the percentage
of outstanding shares of Common Stock then held collectively by JEDI and/or its
Permitted Transferees. In calculating that percentage, the number of outstanding
shares of Common Stock held by JEDI and/or its Permitted Transferees shall not
exceed 1,340,405 shares less any number of shares theretofore transferred by
JEDI and/or its Permitted Transferees to one or more persons other than
Permitted Transferees. In no case before the Termination Date shall JEDI and/or
its Permitted Transferees be entitled to elect less than one director. Any
director elected by JEDI and/or its Permitted Transferees pursuant to this
Section 1 may be removed only by JEDI and/or its Permitted Transferees and any
vacancy resulting from the resignation, removal or death of any director elected
by JEDI and/or its Permitted Transferees may be filled only by JEDI and/or its
Permitted Transferees, and neither the Company nor any Stockholder other than
JEDI and/or its Permitted Transferees shall take any action to remove any such
director or fill any such vacancy.
(b) In order to facilitate the rights of JEDI and/or its Permitted
Transferees set forth in paragraph (a) of this Section 1, each of the
Stockholders other than JEDI hereby grants to JEDI its proxy, which (being
coupled with an interest) shall be irrevocable, to take any of the following
actions, either by written consent or at a meeting of the Company's
stockholders: (i) to elect the number of directors that JEDI and/or its
Permitted Transferees are entitled to elect pursuant to paragraph (a) of this
Section 1; (ii) to remove a director elected by JEDI and/or its Permitted
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Transferees; and (iii) to fill any vacancy on the Board of Directors resulting
from the removal, resignation or death of a director elected by JEDI and/or its
Permitted Transferees. The proxy granted hereby shall terminate upon the
termination of JEDI's and/or its Permitted Transferees's right to elect
directors pursuant to paragraph (a) of this Section 1.
2. Tag Along Rights; Limitation on Transfers by Certain Stockholders. Each
of Mercury and QELC (collectively the "Restricted Stockholders", and each, a
"Restricted Stockholder") agrees that until the Termination Date such Restricted
Stockholder will not transfer any shares of Common Stock without first providing
JEDI and/or its Permitted Transferees the right to join in such transfer in
accordance with the following provisions:
(1) If a Restricted Stockholder desires to transfer shares of Common
Stock (a "Proposed Transfer") the Restricted Stockholder shall cause the
proposed transferee (the "Proposed Transferee") to make a written offer (the
"Offer") to JEDI and/or its Permitted Transferees to purchase, on the same terms
offered to the Restricted Stockholder, from JEDI and/or its Permitted
Transferees a number of shares of Common Stock (rounded to the nearest whole
number of shares) (the "Offered Shares") equal to the product of (A) a fraction
the numerator of which is the number of shares of Common Stock then held
collectively by JEDI and/or its Permitted Transferees but not to exceed
1,340,405 shares less any number of shares theretofore transferred by JEDI
and/or its Permitted Transferees to one or more persons other than Permitted
Transferees and the denominator of which is the total number of then outstanding
shares of Common Stock and (B) the total number of shares of Common Stock to be
purchased from the Restricted Stockholder in the Proposed Transfer. The Offer
shall specify the total number of shares of Common Stock to be purchased from
the Restricted Stockholder, the per share consideration to be paid and the other
terms of the Proposed Transfer, including the closing date for the Proposed
Transfer, which shall not be less than twenty days nor more than ninety days
after the date the Offer is received by JEDI and/or its Permitted Transferees.
(2) JEDI and/or its Permitted Transferees shall have the right, for a
period of twenty days following receipt of an Offer, to elect to accept the
Offer with respect to all or a portion of the Offered Shares by delivering to
the Proposed Transferee within such twenty-day period a written acceptance (an
"Acceptance") of the Offer, specifying the number of shares to be transferred by
JEDI and/or its Permitted Transferees. The number of shares of Common Stock to
be transferred by the Restricted Stockholder in the Proposed Transfer shall be
reduced by the number of shares of Common Stock to be transferred by JEDI and/or
its Permitted Transferees in the Proposed Transfer. Closing of the Proposed
Transfer shall be made on reasonable terms specified in the Offer, which terms
shall include only those terms that are customary in transactions similar to the
Proposed Transfer. If JEDI and/or its Permitted Transferees does not deliver an
Acceptance within twenty days after receipt of an Offer, the Offer shall expire.
3. Certain Shares Held by Mercury; Agreement Does Not Apply.
Notwithstanding anything in this Agreement to the contrary, this Agreement does
not apply to 1,340,405 shares of the Common Stock now owned by Mercury (the
"Excepted Shares"). Mercury may transfer all or any portion of the Excepted
Shares at any time or from time to time without restriction, and the transferees
will have no rights or obligations under this Agreement. Shares of Common Stock
that are transferred by Mercury pursuant to a transaction in which JEDI and/or
its Permitted Transferees have been given the right to join under Section 2
shall not be deemed Excepted Shares.
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4. Legend on Certificates; Stop Transfer Orders. The parties hereto agree
to the placement on certificates representing shares of Common Stock (other than
Excepted Shares) of a legend indicating that such securities are subject to the
terms of this Agreement. In addition, Mercury and QELC agree to the placement on
certificates representing shares of Common Stock owned by them (other than
Excepted Shares) of a legend indicating that such securities may not be
transferred except in accordance with this Agreement and to the entry of a stop
transfer order with the transfer agent for such securities against the transfer
of such securities except in accordance with this Agreement.
5. Miscellaneous.
(a) This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the parties hereto, except that no transferee of
Common Stock from JEDI and/or its Permitted Transferees (except Permitted
Transferees) shall have any rights or obligations hereunder and no transferee
(except Permitted Transferees) of Common Stock from any party shall have any
rights or obligations under Section 2.
(b) Each of the parties hereto acknowledges and agrees that the other
parties would be damaged irreparably in the event any of the provisions of this
Agreement are not performed in accordance with their specific terms or otherwise
are breached. Accordingly, each of the parties agrees that the other parties
shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this Agreement and the
terms and provisions hereof in any action instituted in any court of the United
States or any state thereof having jurisdiction over the parties and the matter
in addition to any other remedy to which it may be entitled, at law or in
equity, and if any action should be brought in equity to enforce any of the
provisions of this Agreement, none of the parties hereto shall raise the defense
that there is an adequate remedy at law.
(c) This Agreement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the
same Agreement.
(d) The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
(e) The laws of the State of Texas shall govern this Agreement
without regard to principles of conflict of laws.
(f) Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting or impairing the validity or
enforceability of such provision in any other jurisdiction.
(g) All notices and other communications provided for or permitted
hereunder shall be made in writing by telecopy, courier service or personal
delivery at the respective addresses of the parties as shown in Section 9(j) of
the Stockholders Agreement or to such other address as
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any such party may designate by notice in the manner provided above. All notices
and other communications to a Permitted Transferee will be given to such party
and to such address as JEDI shall have notified all other parties hereto in
writing. All such notices shall be deemed to have been delivered and received at
the time delivered by hand, if personally delivered, when receipt acknowledged,
if telecopied, and on the next business day, if timely delivered to an air
courier guaranteeing overnight delivery.
(h) The obligations of the parties to this Agreement are several and
not joint, and no party shall be liable for a breach by any other party of such
other party's obligations hereunder.
(i) This Agreement may be amended only by means of a written
amendment signed by all of the parties hereto.
(j) All references in this Agreement to shares of Common Stock shall
apply to such shares as adjusted to take into account subdivisions,
distributions, reclassifications, and stock splits, dividends or combinations.
(k) As used in this Agreement the term "Permitted Transferee" shall
mean (i) an Affiliate (defined below) of JEDI to which JEDI or another of its
Affiliates shall have transferred all or any portion of the 1,340,405 shares of
Common Stock held by JEDI on the date of this Agreement, (ii) any transferee
from JEDI of all or any portion of such shares by operation of law or judicial
decree and (iii) Mercury if JEDI transfers shares of Common Stock to it pursuant
to the Stock Transfer Agreement between them dated April 9, 1998, as amended.
For purposes of this Agreement, "Affiliate," when used to refer to Affiliates of
JEDI, shall exclude the Company and its Affiliates. As used herein "Affiliate"
of any person means any other person directly or indirectly controlling,
controlled by or under direct or indirect common control with such person. For
purposes of this definition "control" when used with respect to any person,
means the power to direct the management and policies of such person, whether
through the ownership of voting securities, by contract or otherwise, and the
terms "controlling" and "controlled" have correlative meanings.
Executed effective as of the date first written above.
QUICKSILVER RESOURCES INC.
By: /s/ Glenn Darden
---------------------------------------
Name: Glenn Darden
-------------------------------------
Title: President
------------------------------------
MERCURY EXPLORATION COMPANY
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By: /s/ Frank Darden
---------------------------------------
Name: Frank Darden
-------------------------------------
Title: Chairman
------------------------------------
QUICKSILVER ENERGY, L.C.
By: /s/ Glenn Darden
---------------------------------------
Name: Glenn Darden
Title: Administative Manager
------------------------------------
JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp.,
its general partner
By: /s/ Mark Warner
--------------------------------------
Mark Warner
Name:____________________________________
Agent and Attorney in Fact
Title:___________________________________
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/s/ Frank Darden
---------------------------------------
Frank Darden
/s/ Thomas F. Darden
__________________________________________
Thomas F. Darden
/s/ Glenn M. Darden
__________________________________________
Glenn M. Darden
/s/ Anne Darden Self
__________________________________________
Anne Darden Self
6
