<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f)
OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
Commission File Number 0-14334
XPLOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3299127
State or other jurisdiction of I.R.S. Employer
incorporation or organization identification No.
16800 Greenspoint Park Drive, Ste 300 South, Houston, TX 77060
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (281) 875-2780
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
This Information Statement is being mailed on or about May 22, 1997 to holders
of shares of the Common Stock of Xplor Corporation, a Delaware corporation (the
"Company") pursuant to Section 14(f) of the Securities Exchange Act of 1934, as
amended, (the "Act") and Rule 14f-1 promulgated thereunder. The Information
Statement is being furnished in connection with the acquisition by the Company
on May 21, 1997, in exchange for shares of its Common Stock and warrants to
purchase additional shares of Common Stock (the "Acquisition"), of substantially
all of the assets and liabilities of The New Venus Exploration, Inc., a Texas
corporation ("Venus"), and certain oil and gas properties of two wholly-owned
affiliates of Lomak Petroleum Inc. ("Lomak") pursuant to a Property Acquisition
Agreement among the parties dated as of April 29, 1997 and related agreements
and documents (the "Agreement"). The Agreement provides, among other things,
that the Board of Directors of the Company shall be composed, as soon as
permitted following the Acquisition, of four directors nominated by the Board of
Directors of Venus, one director nominated by the Board of Directors of Lomak
and two directors who have theretofore been directors of the Company. The
Acquisition thus effects a change in the majority of the Board of Directors of
the Company and became effective on May 21, 1997.
NO ACTION IS REQUIRED BY THE STOCKHOLDERS OF THE COMPANY IN CONNECTION WITH THE
DESIGNATION AND ELECTION OF THE DIRECTORS TO THE BOARD. However, Section 14(f)
of the Act requires the mailing to the Company's stockholders of the information
set forth in this Information Statement prior to the change in a majority of the
Company's directors, pursuant to an agreement between the Company and the
persons entitled to designate such change in control under the Agreement.
<PAGE> 2
THE ACQUISITION
On May 21, 1997, the Company acquired substantially all of the assets and
liabilities of Venus in exchange for 5,626,473 shares of the Company's
previously authorized and unissued shares of Common Stock and warrants to
purchase 272,353 additional shares of Common Stock exercisable at $3.00 per
share until October 23, 2000 ("Acquisition Warrants"). Simultaneously, the
Company acquired certain oil and gas properties of Lomak in exchange for
2,037,171 shares of the Company's previously authorized and unissued shares of
Common Stock and Acquisition Warrants to purchase 272,353 additional shares of
Common Stock. At the same time, Lomak acquired from an existing stockholder of
the Company 97,008 shares of Common Stock for an aggregate consideration of
$194,016 and 80,000 of the Acquisition Warrants. Venus is expected to liquidate
shortly and distribute the Company shares and warrants to its former
stockholders. The information set forth in this Information Statement with
respect to share ownership reflects the Venus liquidation and distribution as
well as Lomak's transaction with the existing stockholder described above. In
connection with the Acquisition, the Company assumed debt obligations of Venus
under a term loan facility with Stratum, L.P. which also entailed rights to
acquire equity securities in Venus. To satisfy these rights of Stratum, as part
of the Agreement, the former stockholders of Venus pro rata placed 589,882
shares, approximately 10.5%, of the Company's Common Stock issuable to them in
the Acquisition in escrow. Shares set forth in this Information Statement as
beneficially owned by former Venus stockholders and groups include shares in
this escrow.
As a result of the Acquisition, the former stockholders of Venus have acquired
5,626,473 shares of the Company's Common Stock, and Lomak has acquired 2,134,179
shares. The Company's pre-existing stockholders own 1,940,163 shares. Thus, the
former stockholders of Venus, collectively, have acquired, as of the effective
date of the Acquisition, 58% of the Company's outstanding stock and thus voting
control of the Company, and Lomak has acquired 22%, while the pre-existing
stockholders of the Company, collectively, own 20%.
THE AGREEMENT
The Agreement provides, in part, that the Board of Directors of the Company
shall consist of seven directors, five of whom who will assume their office ten
days after the later of (i) the filing of this Information Statement with the
Securities and Exchange Commission or (ii) the date that this Information
Statement is mailed to all of the Company's stockholders of record disclosing
such appointment. Immediately upon consummation of the Acquisition, in
accordance with the Agreement, new officers of the Company assumed office. These
individuals are all former officers of Venus with the exception of James E.
Gayle, who had been Chairman, President and Chief Executive Officer of the
Company and has become Executive Vice President.
Upon their assumption of office, the four directors nominated by the Board of
Directors of Venus will effectively control the Board of Directors of the
Company. At the consummation of the Acquisition, a Stockholders Agreement (the
"Stockholders Agreement") was entered into among certain former stockholders of
Venus, including Messrs. E.L Ames, Jr., J.Y. Ames, E.L. Ames, III, James W.
Gorman, Jere W. McKenny, other members of the Ames family and certain other
former Venus stockholders (collectively, the "Ames Group" which owns
beneficially 3,721,600 shares), D. H. Blair Investment Banking Corp., Rivkalex
Corp., Rosalind Davidowitz and Parliament Hill
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<PAGE> 3
Corporation (collectively the "Blair Group" which owns beneficially 1,066,512
shares) and Lomak. The Stockholders Agreement provides that parties will vote
their shares of the Company for the four nominees for election as directors of
the Company designated by the Ames Group, two nominees designated by the Blair
Group and one nominee designated by Lomak. The Blair Group's right to designate
two nominees is reduced to the right to designate one nominee effective with the
1998 Annual Meeting of Stockholders of the Company and ceases altogether
effective with the 1999 Annual Meeting of Stockholders. The Stockholders
Agreement also provides for certain rights of first refusal and rights of
participation between the Ames Group and Lomak in the event of a proposed sale
of shares by either. It has a term of three years but terminates earlier as to
any party in the event that such party's beneficial ownership of the Company's
shares falls below 250,000 shares.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The outstanding voting securities of the Company as of May 21, 1997 consisted of
9,700,815 shares of Common Stock. Each share of Common Stock is entitled to one
vote in the election of directors and in all other matters requiring a
stockholder vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the information as to beneficial ownership of
shares by each person known to the Company to own 5% or more of the shares as of
May 21, 1997 based upon shares of Common Stock outstanding on such date plus
shares deemed outstanding pursuant to Securities and Exchange Commission Rule
13d-3(d)(1).
<TABLE>
<CAPTION>
Name and Address Amount & Nature of
of Beneficial Owner Beneficial Ownership (1) Percent of Class
------------------- -------------------- ----------------
<S> <C> <C>
Eugene L. Ames, Jr.
700 N. St. Mary's Street 3,478,605 (2) 35.27%
San Antonio, TX 78205
Lomak Petroleum, Inc.
500 Throckmorton Street 2,326,532 (3) 23.52%
Fort Worth, TX 76102
J. Morton Davis
44 Wall Street 1,066,512 (4) 10.96%
New York, NY 10005
</TABLE>
(1) All persons named have sole voting and investment power, except as otherwise
noted.
(2) Includes (i) 295,303 shares and 14,290 Acquisition Warrants owned by Eugene
L. Ames, Jr.; (ii) 1,168,211 shares and 56,548 Acquisition Warrants owned by
Ellen R.Y. Ames, the spouse of Eugene L. Ames, Jr.; (iii) 407,924 shares and
19,746 Acquisition Warrants owned by Venus Oil Company which is controlled by
Mr. and Mrs. Eugene L. Ames, Jr.; and (iv) 1,446,563 shares and 70,020
Acquisition Warrants owned by Ames family members and others which are
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<PAGE> 4
subject to a Voting Trust Agreement together with the shares and shares issuable
upon the exercise of the Acquisition Warrants listed in (i) and (ii)) under
which Eugene L. Ames, Jr. has sole voting power. Ellen R.Y. Ames may be deemed
to own 1,224,759 shares or 12.55% of the Company's Common Stock.
(3) Includes Acquisition Warrants to purchase 192,353 shares.
(4) Includes: (i) 766,307 shares owned by D.H. Blair Investment Banking Corp.
("Blair Investment"); (ii) warrants to purchase 10,000 shares at $2.125 per
share expiring June 10, 1997 owned by Blair Investment; (iii) warrants to
purchase 20,000 shares at $3.29 per share expiring September 1, 1999 owned by
Blair Investment; (iv) 163,411 shares owned by Rivkalex Corp. ("Rivkalex"); (v)
70,954 shares owned by Rosalind Davidowitz, Mr. Davis' spouse; and (vi) 35,840
shares owned by Parliament Hill Corporation ("PHC"). Mr. Davis is the sole
stockholder of Blair Investment. Blair Investment may be deemed to beneficially
own 796,307 or 8.18% of the Company's Common Stock. Mr. Davis has sole power to
vote or to direct the vote, to dispose or to direct the disposition of shares
owned by Blair Investment. Ms. Davidowitz and the Board of Directors of PHC, of
which Mr. Davis is a director and Chairman, have the power to vote or to direct
the vote, to dispose or to direct the disposition of shares owned by PHC. Ms.
Davidowitz has sole voting and dispositive control of the shares owned by
herself and Rivkalex. Mr. Davis disclaims beneficial ownership of all shares
attributed to Rosalind Davidowitz and Rivkalex. PHC is a private corporation of
which Rosalind Davidowitz beneficially owns 72.6% and Blair Investment
beneficially owns 13.4%. The number of shares shown does not include 503,000
shares beneficially owned by Kinder Investments, L.P ("Kinder") the ownership of
which are disclaimed by Mr. Davis, Ms. Davidowitz and Blair Investment. Kinder's
General Partner is Kenton E. Wood who has sole voting and dispositive power over
shares owned by Kinder. Mr. Wood is also Chief Executive Officer and a director
and stockholder of D.H. Blair & Co., Inc. ("Blair"). Certain limited partners of
Kinder are also stockholders of Blair. The limited partners of Kinder are the
children and grandchildren of J. Morton Davis and Rosalind Davidowitz.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the information as to beneficial ownership of
shares by each (i) each person who will continue as a director or who has been
designated to become a director of the Company, (ii) each named executive, and
(iii) all such persons as a group as of May 21, 1997 based upon shares of Common
Stock outstanding on such date plus shares deemed outstanding pursuant to
Securities and Exchange Commission Rule 13d-3(d)(1).
<TABLE>
<CAPTION>
Name and Position Amount & Nature of
of Beneficial Owner Beneficial Ownership (1) Percent of Class
------------------- -------------------- ----------------
<S> <C> <C>
Eugene L. Ames, Jr. 3,478,605 (2) 35.27%
Chairman & Chief Executive Officer,
Director
John Y. Ames 474,350 (3) 4.66%
President & Chief Operating Officer,
Director
Eugene L. Ames, III 275,073 (4) 2.83%
Vice President
Martin A. Bell 30,500 (5) 0.31%
Director
J. Morton Davis 1,066,512 (6) 10.96%
Director
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C> <C>
James E. Gayle 110,415 (5) 1.13%
Executive Vice President
James W. Gorman 199,796 (7) 2.06%
Director
Jere W. McKenny 43,199 (7) 0.45%
Director
John H. Pinkerton - 0 - (8) 0.00%
Director
Directors and Officers as a group (9 4,929,027 49.08%
persons)
</TABLE>
(1) All persons named have sole voting and investment power, except as otherwise
noted.
(2) See Note (2) to the table entitled Security Ownership of Certain Beneficial
Owners.
(3) Includes Acquisition Warrants to purchase 21,901 shares. All such shares are
subject to the Voting Trust referred to in Note (2) to the table entitled
Security Ownership of Certain Beneficial Owners and therefore also included in
the total shares reported as being beneficially owned by. Eugene L. Ames, Jr.
(4) Includes Acquisition Warrants to purchase 12,700 shares. All such shares are
subject to the Voting Trust referred to in Note (2) to the table entitled
Security Ownership of Certain Beneficial Owners and therefore also included in
the total shares reported as being beneficially owned by Eugene L. Ames, Jr.
(5) Includes immediately exercisable options to purchase shares as follows: Mr.
Gayle, 110,415 shares and Mr. Bell, 30,000 shares.
(6) See Note (4) to the table entitled Security Ownership of Certain Beneficial
Owners.
(7) Includes Acquisition Warrants to purchase 9,225 shares in the case of Mr.
Gorman and Acquisition Warrants to purchase 1,995 shares in the case of Mr.
McKenny.
(8) Does not reflect the 2,326,532 shares reported, in the table entitled
Security Ownership of Certain Beneficial Owners, as beneficially owned by Lomak
of which Mr. Pinkerton is President & Chief Executive Officer and a director.
Mr. Pinkerton disclaims beneficial ownership of such shares.
CHANGE IN CONTROL
The persons identified in the sections captioned "Security Ownership of Certain
Beneficial Owners" and "Security Ownership of Management", above, other than
Messrs Bell, Davis and Gayle, acquired shares of the Company set forth in those
sections as a result of the Acquisition.
In addition, in connection with the Acquisition, James E. Gayle, Richard
Goldberger and Leonard Toboroff (all of the current members of the Board of
Directors of the Company other than Mr. Bell and Mr. Davis) have resigned and
will be replaced by Messrs. E.L Ames, Jr., J.Y. Ames, Gorman, McKenny and
Pinkerton. The appointments of the new directors are effective ten days after
the later of (i) the filing of this Information Statement with the Securities
and Exchange Commission by the Company or (ii) the date that this Information
Statement is mailed to all of the Company's stockholders of record disclosing
such appointment.
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<PAGE> 6
CHANGE OF NAME AND TRADING SYMBOL
In connection with the Acquisition, following the effectiveness of the
appointments of the new directors, it is expected that the name of the Company
will be changed from "Xplor Corporation" to "Venus Exploration, Inc." and that
the Company's stock will continue to be traded on the Nasdaq SmallCap market,
but under the new symbol VENX.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the current
executive officers and the persons who will continue as directors, or who have
been designated to become the directors of the Company effective ten days after
the later of (i) the filing of this Information Statement with the Securities
and Exchange Commission by the Company or (ii) the date that this Information
Statement is mailed to all of the Company's stockholders of record disclosing
such appointment ("Effective Election Date"). Messrs. E.L. Ames, Jr., J.Y. Ames,
Gorman and McKenny are the designees of the Board of Directors of Venus pursuant
to the Agreement, and Mr. Pinkerton is the designee of the Board of Directors of
Lomak. Messrs. Bell and Davis are currently directors and will remain in office
after the Effective Election Date.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Eugene L. Ames, Jr. 63 Chairman & Chief Executive Officer, Director
John Y. Ames 41 President & Chief Operating Officer, Director
Eugene L. Ames, III 37 Vice President
Martin A. Bell 45 Director
J. Morton Davis 69 Director
James E. Gayle 47 Executive Vice President
James W. Gorman 66 Director
Jere W. McKenny 68 Director
John H. Pinkerton 43 Director
</TABLE>
Eugene L. Ames, Jr., became chief executive officer of the Company upon the
consummation of the Acquisition and will become Chairman and a director on the
Effective Election Date. He has been in the oil and gas business since 1954,
been associated with Venus and its predecessor entities since 1962 and chief
executive officer since 1991.
John Y. Ames became President and chief operating officer of the Company upon
the consummation of the Acquisition and will become a director on the Effective
Election Date. He has been associated with Venus and its predecessor entities as
a Vice President since 1984. He became Executive Vice President in 1995 and
President and chief operating officer in 1996. He is the son of Eugene L. Ames,
Jr.
- 6 -
<PAGE> 7
Eugene L. Ames, III has been a Vice President of Venus and its predecessor
entities for more than the past five years. He is the son of Eugene L. Ames, Jr.
Martin A. Bell is the Vice Chairman and General Counsel of D.H. Blair Investment
Banking Corp., a member of the New York Stock Exchange, and has been General
Counsel of that organization and predecessor companies since 1991. He has been a
director of the Company since 1991.
J. Morton Davis is presently, and has been since 1962, the Chairman of the Board
of D.H. Blair Investment Banking Corp. and predecessor companies. Since 1967 he
has also served as President of Engex Inc., a closed-end, non-diversified
investment company. Mr. Davis is a director of American List Corp. and
Parliament Hill Corporation. He has been a director of the Company since 1986.
James E. Gayle was elected as a director and as chief executive officer of the
Company in June 1994, Chairman effective July 1994 and President effective
September 1994. Since 1979, he has been Chairman, President and sole stockholder
of HGX Energy Corporation which provides market and contract consulting services
to independent oil and gas exploration and production companies, natural gas
pipeline companies and local distribution companies. Prior to Mr. Gayle's
election as an officer and director of the Company, HGX was acting as a
consultant to the Company, since October 1993. Upon the consummation of the
Acquisition, he became Executive Vice President and resigned as Chairman and a
director effective on May 21, 1997.
James W. Gorman will become a director on the Effective Election Date. He has
been an independent investor for more than the last five years, and, since 1994,
he has been President of Cockfield Exploration Company, a private investment
company. He is a director of Cullen Frost Bancshares and Frost National Bank.
Jere W. McKenny will become a director on the Effective Election Date. He has
been President of McKenny Energy Co. (oil and gas exploration) since March 1993.
From 1984 until 1993, he was President, chief operating officer and a director
of Kerr-McGee Corp. (oil and gas exploration) and is a director of
Rutherford-Moran Oil Corp.
John H. Pinkerton will become a director on the Effective Election Date. He has
been employed by Lomak Petroleum Inc. since 1988, of which he was appointed
President in 1990 and Chief Executive Officer in 1992. He is a director of Lomak
and of North Coast Energy, Inc., an oil and gas exploration and production
company in which Lomak acquired an approximately 50% interest in 1996.
--------------
The directors of the Company are elected to hold office until the next Annual
Meeting of Stockholders and until their respective successors have been elected
and qualified. Officers of the Company are elected by the Board of Directors and
hold office until their successors are duly elected and qualified.
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<PAGE> 8
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the compensation paid by the Company for the
three years ended December 31, 1996 to its chief executive officer. At no time
during this period did the Company pay any executive officer annual compensation
exceeding $100,000 or any bonus.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Name and Position Fiscal Year Salary($) Option Awards (#)
----------------- ----------- --------- -----------------
<S> <C> <C> <C>
James E. Gayle 1994 71,508 100,000
Chairman, President 1995 96,000 150,000 (B)
& CEO (A) 1996 92,000 - 0 -
James A. Scarpone 1994 12,000 - 0 -
Chairman & CEO 1995 - 0 - - 0 -
1996 - 0 - - 0 -
</TABLE>
- ------------------------------------
(A) Mr. Gayle became chief executive officer in June 1994, replacing Mr.
Scarpone. The amount shown as salary compensation for 1994 includes consulting
fees paid during 1994 to Mr. Gayle's affiliate, HGX Energy Corporation, which
had been acting as a consultant to the Company prior to his election.
(B) 50,000 shares of this option were surrendered by Mr. Gayle in connection
with the Acquisition while the exercise dates of remaining options were
partially accelerated.
The initial salary rates of the Company's executive officers following the
Acquisition are: Eugene L. Ames, Jr., $190,000; John Y. Ames, $95,000; James E.
Gayle, $96,000; and Eugene L. Ames, III, $77,000.
The Company does not have a long-term incentive plan or a retirement plan. It
maintains only the stock option plans reflected in the foregoing and following
table. No options were granted to or exercised by Mr. Gayle in 1996. The
following table sets forth information with respect to fiscal 1996 concerning
individual options and values relating to Mr. Gayle valued as of December 31,
1996 taking into account the surrender and acceleration referred to in Note (B)
above.
Aggregated FY-End Option Values
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options at FY-End (#) In-the-Money Options at FY-End ($)
--------------------------------- ----------------------------------
<S> <C>
Exercisable/ Exercisable/
Unexercisable Unexercisable
87,500/112,500 $64,063/$79,688
</TABLE>
Directors of the Company have received no compensation for service on the Board,
other than reimbursement of expenses for attendance at meetings. Directors who
are not officers or employees of the Company or holders of 5% or more of the
Company's outstanding stock have received annually options to purchase 10,000
shares of the Company's stock at an exercise price equal to the fair market
value at the time of grant.
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