UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bellwether Exploration Company
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
079895 20 7
(CUSIP Number)
Law Office of Gregory F.W. Todd, Esq.
101 Park Avenue, 27th Floor, New York, New York 10178
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 4, 1997
(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 shall 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).
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Rho Management Partners L.P.
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
NA
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7. SOLE VOTING POWER
225,000 Shares
8. SHARED VOTING POWER
728,590 Shares
9. SOLE DISPOSITIVE POWER
225,000 Shares
10. SHARED DISPOSITIVE POWER
728,590 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
953,590 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14. TYPE OF REPORTING PERSON*
*(SEE INSTRUCTIONS)
PN
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Rho Management Trust III
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
225,000 Shares
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
225,000 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
225,000 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14. TYPE OF REPORTING PERSON*
(SEE INSTRUCTIONS)
OO
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Joshua Ruch
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
NA
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
7. SOLE VOTING POWER
26,242 Shares
8. SHARED VOTING POWER
953,590 Shares
9. SOLE DISPOSITIVE POWER
26,242 Shares
10. SHARED DISPOSITIVE POWER
953,590 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
979,823 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *(SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14. TYPE OF REPORTING PERSON*
(SEE INSTRUCTIONS)
IN
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Alpine Investment Partners
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
728,590 Shares
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
728,590 Shares
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
728,590 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *(SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
*(SEE INSTRUCTIONS)
PN
<PAGE>
Because it is the first electronically filed amendment to the reporting
persons' Schedule 13D previously filed in paper format, pursuant to the
Commission's Rule 13d-2(c) this Amendment restates the entire text of the
statement on Schedule 13D presently in effect.
Item 1. Security and Issuer
The class of securities to which this Amendment to statement on Schedule
13D relates is the Common Stock, par value $0.01 per share (the "Shares"), of
Bellwether Exploration Company, a Delaware corporation (the "Company"). The
Company has its principal executive offices at 12221 Lamar, Suite 1600,
Houston, Texas 77010-3039.
Item 2. Identity and Background
(a-c), (f) This Amendment is being filed by Rho Management Partners
L.P., a New Jersey limited partnership ("Rho"), whose address is c/o
Cedarfields, Cedar Ridge Road, Bedminster, New Jersey 07921. Rho is
investment advisor to Rho Management Trust III, a New York grantor trust (the
"Trust"), and the general partners of Alpine Investment Partners, a New York
general partnership (the "Partnership"), respectively the registered owners of
225,000 Shares and 728,590 Shares. Pursuant to investment advisory agreements
between Rho and the Trust and Rho and such partners, Rho has sole investment
discretion and voting authority with respect to the shares owned by the Trust
and the Partnership.
This Amendment is also being filed by the Trust and the Partnership, as
registered owners of the Shares, which under provisions of their investment
advisory agreements with Rho may be considered to retain shared investment
power over the Shares. In addition, information is provided with respect to
Alpine Trust, a New York grantor trust and a general partner of the
Partnership and Midway Investments, Inc., a Delaware corporation ("Midway"),
and a general partner of the Partnership, partners of the Partnership with
Joshua Ruch.
In addition, this Statement is also being filed by Joshua Ruch. Joshua
Ruch is the controlling stockholder and sole director of Atlas Capital Corp.,
a Delaware corporation ("Atlas"), which is the sole general partner of Rho.
In addition, Joshua Ruch is the Chairman, CEO and controlling stockholder of
Rho Management Company, Inc., a New York corporation ("RMC"), to which certain
advisory duties concerning the Shares may be delegated by Rho. Joshua Ruch is
also a general partner of the Partnership, and the Treasurer of Midway. In
such capacities, Joshua Ruch exercises voting control and dispositive power
over the Shares reported herein by Rho, the Trust and the Partnership, and
may be deemed to have indirect beneficial ownership over such Shares. Mr.
Ruch also has beneficial ownership of Shares held in the name of XBF Inc.,
a New York corporation, of which Mr. Ruch is the President, sole shareholder
and sole director.
The address of the Trust, the Partnership, XBF, Midway and Mr. Ruch is
c/o RMC, 767 Fifth Avenue, New York, New York 10153. The trustee of the Trust
is William F. Indoe, Esq., whose address is Sullivan & Cromwell, 125 Broad
Street, New York, New York 10004. The executive officers of Atlas are Joshua
Ruch, Chairman & CEO and Peter Kalkanis, Vice President and Treasurer. The
executive officers of RMC are Joshua Ruch, Chairman & CEO; Peter Kalkanis
Chief Financial Officer; and Habib Kairouz, Vice President. In addition, Mr.
Kairouz is a director of the Company. The address of each of such officer is
c/o RMC, 767 Fifth Avenue, New York, New York 10153. Mr. Ruch is a citizen of
the Republic of South Africa, Mr. Kairouz is a citizen of Lebanon and Mr.
Kalkanis is a citizen of the United States. The directors of RMC are Joshua
Ruch and William F. Indoe.
(d)-(e) During the last five years, none of Rho, the Trust, the
Partnership, Midway, Joshua Ruch or, to the best of their knowledge, any of
the executive officers of Atlas, RMC, or Midway has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any of the foregoing 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
728,590 Shares were acquired by the Partnership, and 1,242 Shares were
acquired by XBF, as partial consideration for partnership interests of the
reporting persons in Odyssey Partners, Ltd., a Texas limited partnership
("Odyssey"), in connection with the merger of Odyssey with and into a
subsidiary of the Company on August 26, 1994, pursuant to the terms of an
Asset Purchase Agreement and Plan of Merger, dated as of July 19, 1994, among
the Company, Odyssey, Odyssey Petroleum Company, Ltd., and the other parties
identified therein (the "Merger Agreement"). The Partnership and XBF also
received $3,955,533 in connection with the merger.
The Trust acquired 225,000 Shares on April 4, 1997 in a public offering
of Shares by the Company for a total consideration of $1,856,250. On the same
date, Joshua Ruch acquired 25,000 Shares for a total consideration of
$206,250.
Item 4. Purpose of Transaction
The Shares have been acquired by the reporting persons solely for
investment purposes. The reporting persons may, subject to market conditions
and their assessment of business prospects of the Company, acquire additional
Shares from time to time, through open market and/or privately negotiated
transactions, as the reporting persons determine in their discretion. The
reporting persons may, however, determine at any time to cease effecting such
purchases and/or to dispose of all or a portion of the Shares owned by the
them. The reporting persons will continue to evaluate the business and
business prospects of the Company, and their present and future interest in,
and intentions with respect to, the Company, and in connection therewith may
from time to time consult with management and other shareholders of the
Company.
Other than as discussed above, the reporting persons currently have no
plans to effect any of the transactions required to be described in Item 4 of
Schedule D.
Item 5. Interest in Securities of the Issuer
(a) - (b) As the holder of sole voting and investment authority over
the Shares owned by its advisory clients, Rho may be deemed, for purposes of
Rule 13d-3 under the Securities and Exchange Act of 1934, to be the beneficial
owner of the 225,000 Shares registered in the name of the Trust and the
728,590 shares registered in the name of the Partnership, representing 6.9% of
the Company's 13,844,965 Shares outstanding as of April 14, 1997 (based upon
information obtained from officials of the Company as of such date). As the
controlling person of Rho, Mr. Ruch may also be deemed the beneficial owner of
such Shares.
Joshua Ruch is the registered owner of 25,000 Shares, may be
considered the beneficial owner of 1,242 Shares held in the name of XBF, and
holds an indirect interest in 12,584 Shares owned by the Partnership.
Accordingly, Mr. Ruch has a beneficial in interest in 38,826 Shares,
representing 0.3% of the Company's 13,844,965 Shares outstanding as of April
14, 1997 (based upon information obtained from officials of the Company as of
such date).
(c) Other than the purchases described above, the reporting persons
have not made any purchases or sales of Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Partnership and XBF entered into a Co-Sale Agreement, dated as of
August 26, 1994, among the Company and certain other stockholders of the
Company, providing for the right of the Partnership and XBF to sell certain of
their Shares in the event of sales of Shares by other parties to such
agreement.
Item 7. Material to be Filed as Exhibits
A copy of the Co-Sale Agreement referred to in Item 6 is attached
hereto.
<PAGE>
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.
Dated: April 24, 1997.
RHO MANAGEMENT PARTNERS L.P.
By: ATLAS CAPITAL CORP., its
General Partner
By: /s/ Joshua Ruch
Title: President
RHO MANAGEMENT TRUST III
By: RHO MANAGEMENT COMPANY, INC.
as Investment Adviser
By: /s/ Joshua Ruch
Title: President
JOSHUA RUCH
/s/ Joshua Ruch
ALPINE INVESTMENT PARTNERS
By: /s/ Joshua Ruch
Name: Joshua Ruch
Title: General Partner
<PAGE>
Exhibit Index
1. Co-Sale Agreement
<PAGE>
CO-SALE AGREEMENT
by and among
Bellwether Exploration Company,
a Delaware Corporation
(the "Company"),
Torch Energy Advisors Incorporated,
a Delaware corporation
("Torch Energy"),
Black Hawk Oil Company,
a Delaware corporation
("Black Hawk"),
Torch Energy Marketing, Inc.,
a Delaware corporation
("TEMI")
and
The Stockholders Listed on Exhibit A Hereto
August 26, 1994
CO-SALE AGREEMENT
THIS CO-SALE AGREEMENT ("Agreement") is made as of this 26th day of
August, 1994, by and among Torch Energy Advisors Incorporated, a Delaware
corporation ("Torch Energy"), Black Hawk Oil Company, a Delaware corporation
("Black Hawk"), Torch Energy Marketing, Inc., a Delaware corporation ("TEMI")
(Torch Energy, Black Hawk, TEMI and each other company controlled by Torchmark
Corporation that hereafter acquires any shares of Common Stock (as defined
below) are collectively called the "Torch Energy Holders"), Bellwether
Exploration Company, a Delaware corporation (the "Company"), and those
stockholders of the Company listed on Exhibit A hereto (the "Stockholders").
W I T N E S S E T H :
WHEREAS, the Torch Energy Holders are presently the legal or beneficial
owners of shares of common stock, par value $.01 per share ("Common Stock"),
of the Company; and
WHEREAS, the Torch Energy Holders have agreed to grant the Stockholders
the opportunity to participate, upon the terms and conditions set forth in
this Agreement, in certain subsequent sales of the Common Stock (whether
currently owned or subsequently acquired) made by the Torch Energy Holders to
induce the Stockholders to vote in favor of the Asset Purchase Agreement and
Plan of Merger (the "Merger Agreement") by and among the Company, Partners
Acquisition, Inc., Odyssey Partners, Ltd., Odyssey Federal Inc. and the owners
of Odyssey Partners, Ltd. dated as of July 19, 1994;
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties intending
to be legally bound, contract and agree as follows:
ARTICLE I.
SALES BY THE TORCH ENERGY HOLDERS
Section 1.1 Notice of Purchase Offers. Should any of the Torch Energy
Holders propose to accept one or more bona fide offers (collectively the
"Purchase Offer") from any persons to purchase 10% or more of the shares of
Common Stock then owned by the Torch Energy Holders, then such Torch Energy
Holder shall promptly notify the Stockholders of the terms and conditions of
such Purchase Offer.
Section 1.2 Right to Participate. The Stockholders shall have the
right, exercisable upon written notice to the Torch Energy Holder within ten
business days after receipt of the notice of the Purchase Offer, to
participate in the Torch Energy Holder's sale of Common Stock on the same
terms and conditions. To the extent the Stockholders exercise such rights of
participation, the number of shares of Common Stock which the Torch Energy
Holder may sell pursuant to such Purchase Offer shall be correspondingly
reduced. The right of participation of the Stockholders shall be subject to
the following terms and conditions:
(a) the Stockholders may sell all or any part of that number of
shares of Common Stock equal to the product obtained by multiplying (i) the
aggregate number of shares of Common Stock covered by the Purchase Offer by
(ii) a fraction the numerator of which is the number of shares of Common Stock
at the time owned by the Stockholders and the denominator of which is the
combined number of shares of Common Stock at the time owned by the Torch
Energy Holders and the Stockholders.
(b) the Stockholders may participate in the sale by delivering
to the Torch Energy Holder for transfer to the purchase offeror one or more
certificates, properly endorsed for transfer, which represent the number of
shares of Common Stock which the Stockholders elect to sell pursuant to this
Section 1.2.
Section 1.3 Consummation of Sale. The stock certificate or
certificates which the Stockholders deliver to the Torch Energy Holders
pursuant to Section 1.2 shall be transferred by the Torch Energy Holders to
the purchase offeror in consummation of the sale of the Common Stock pursuant
to the terms and conditions specified in the Section 1.1 notice to the
Stockholders, and the Torch Energy Holders shall promptly thereafter remit to
the Stockholders that portion of the sales proceeds to which the Stockholders
are entitled by reason of their participation in such sale.
Section 1.4 Ongoing Rights. The exercise or non-exercise of the right
of the Stockholders hereunder to participate in one or more sales of Common
Stock made by the Torch Energy Holders shall not adversely affect the
Stockholders' right to participate in subsequent Common Stock sales by the
Torch Energy Holders pursuant to Section 1.1 hereof.
Section 1.5 Permitted Exemptions. The participation rights of the
Stockholders shall not apply to (a) any pledge of Common Stock made by any
Torch Energy Holder pursuant to a bona fide loan transaction which creates a
mere security interest, (b) any transfer of Common Stock to an affiliate of
Torch Energy, or (c) any transfer of Common Stock (i) pursuant to an
underwritten public offering of the Common Stock, (ii) pursuant to a sale
consummated on the National Association of Securities Dealers Automated
Quotation National Market System or any stock exchange on which the Common
Stock is then traded, or (iii) pursuant to a transaction made pursuant to the
provisions of Rule 144 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933; provided that in the case of (a) or (b)
above, (i) the Torch Energy Holder shall inform the Stockholders of such
pledge or transfer prior to effecting it and (ii) the pledgee or transferee
(the "Permitted Transferee") shall furnish the Stockholders with a written
agreement to be bound by and comply with all provisions of this Agreement
applicable to the Torch Energy Holders.
Section 1.6 Public Sales. The Torch Energy Holders agree that prior
to transferring any shares of Common Stock pursuant to transactions described
in Section 1.5(c) (ii) or (iii) hereof during such period of time that the
shares of Common Stock issued to the Stockholders on the date hereof pursuant
to the Merger Agreement (such Stockholders being referred to as the "Odyssey
Stockholders") continue to be "restricted securities" within the meaning of
Rule 144, the Torch Energy Holders shall (a) give at least 10 days prior
written notice both to the Company and the Odyssey Stockholders of their
intent to make any such sales and the number of shares of Common Stock
intended to be sold and (b) wait until a registration statement regarding the
shares of Common Stock held by the Odyssey Stockholders is declared effective
by the Securities and Exchange Commission.
ARTICLE II.
PROHIBITED TRANSFERS
Section 2.1 Treatment of Prohibited Transfers. In the event any of
the Torch Energy Holders (a "Breaching Holder") should sell any Common Stock
in contravention of the participation rights of the Stockholders under this
Agreement (a "Prohibited Transfer"), the Stockholders, in addition to such
other remedies as may be available at law, in equity or hereunder, shall have
the put option provided in Section 2.2 below, and the Breaching Holder shall
be bound by the applicable provisions of such put option.
Section 2.2 Put Option. In the event of a Prohibited Transfer, the
Stockholders shall have the right to sell to the Breaching Holder a number of
shares of Common Stock equal to the number of shares the Stockholders would
have been entitled to transfer to the purchaser in the Prohibited Transfer
pursuant to the terms hereof. Such sale shall be made on the following terms
and conditions:
(a) The price per share at which the shares are to be sold to
the Breaching Holder shall be equal to the price per share paid by the
purchaser to the Breaching Holder in the Prohibited Transfer. The Breaching
Holder shall also reimburse the Stockholders for any and all fees and
expenses, including legal fees and expenses, incurred pursuant to the exercise
or the attempted exercise of the Stockholders' rights under this Article II.
(b) Within ninety (90) days after the later of the dates on
which the Stockholders (i) received notice from the Breaching Holder of the
Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer,
the Stockholders shall, if exercising the put option created hereby,
deliver to the Breaching Holder the certificate or certificates representing
shares to be sold, each certificate to be properly endorsed for transfer.
(c) The Breaching Holder shall, upon receipt of the certificate
or certificates for the shares to be sold by the Stockholders, pursuant to
Section 2.2(b), pay the aggregate purchase price therefor and the amount of
reimbursable fees and expenses, as specified in Section 2.2(a), by certified
check, wire transfer or bank draft made payable to the order of the
Stockholders.
(d) Notwithstanding the foregoing, any attempt to transfer
shares of Common Stock in violation of Article 1 hereof shall be void and the
Company agrees it will not effect such a transfer nor will it treat any
alleged transferee as the holder of such shares without the written
consent of the Stockholders.
ARTICLE III.
LEGENDED CERTIFICATES
Section 3.1 Legend. Each certificate representing shares of the
Common Stock now or hereafter owned by the Torch Energy Holders or issued to
any Permitted Transferee pursuant to Section 1.5 shall be endorsed with the
following legend:
THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN CO-SALE AGREEMENT BY AND
BETWEEN THE SHAREHOLDER, THE CORPORATION AND CERTAIN OTHER STOCKHOLDERS OF THE
CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO
THE SECRETARY OF THE CORPORATION.
Section 3.2 Legend Removal. The Section 3.1 legend shall be removed
upon termination of this Agreement in accordance with the provisions of
Section 4.1.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
Section 4.1 Termination of Co-Sale Rights. The rights of the
Stockholders under this Agreement and the obligations of the Torch Energy
Holders with respect to the Stockholders shall terminate with respect to all
of the Stockholders at such time as either (a) the Torch Energy Holders in the
aggregate shall no longer own at least five percent of the outstanding shares
of Common Stock or (b) all of the Stockholders in the aggregate shall no
longer own at least five percent of the outstanding shares of Common Stock.
Unless sooner terminated in accordance with the preceding sentence, this
Agreement shall terminate upon the occurrence of any one of the following
events:
(a) the liquidation, dissolution or indefinite cessation of the
business operations of the Company;
(b) the execution by the Company of a general assignment for the
benefit of creditors or the appointment of a receiver or trustee to take
possession of the property and assets of the Company; or
(c) the occurrence of the seventh anniversary of the date of
execution of this Agreement.
Section 4.2 Notices. Any notice required or permitted to be given to
a party pursuant to the provisions of this Agreement shall be in writing and
shall be effective upon personal delivery or upon receipt by certified mail by
the party to be notified as set forth below such party's signature or at such
other address as such party may designate by ten days' advance written notice
to the other parties hereto.
Section 4.3 Successors and Assigns. This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, their respective successors, assigns and legal representatives.
The participation rights of the Stockholders hereunder are only assignable by
the Stockholders to any affiliate thereof.
Section 4.4 Severability. In the event one or more of the provisions
of this Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
Section 4.5 Amendments. Any amendment or modification of this
Agreement shall be effective only if evidenced by a written instrument
executed by duly authorized representatives of the parties hereto. Any waiver
by a party of its rights hereunder shall be effective only if evidenced by a
written instrument executed by a duly authorized representative of such party.
In no event shall such waiver of any rights hereunder constitute the waiver of
such rights in any future instance unless the waiver so specifies in writing.
Section 4.6 Governing Law.THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 4.7 Other Obligations of Company. The Company agrees to use
its best efforts to enforce the terms of this Agreement, to inform the
Stockholders of any breach hereof and to assist the Stockholders in the
exercise of their rights and performance of their obligations hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year indicated above.
Torch Energy Advisors
Incorporated
By:
Torch Energy Marketing, Inc.
By:
Black Hawk Oil Company
By:
Bellwether Exploration Company,
a Delaware corporation
By: /s/ J. Darby Sere, President
"the Stockholders"
ALPINE INVESTMENT PARTNERS
By:
Name:
Title:
NAUTILUS TRUST
By:
Name:
Title:
PARTNERS ACQUISITION SUB, INC.
By:
Name:
Title:
ODYSSEY PETROLEUM
COMPANY
By:
Name:
Title:
XBF INC.
By:
Name:
Title:
RHO PARTNERS II
By:
Name:
Title:
MICAS TRVST, LTD.
By, General Partner
By:
Name:
Title:
MICHAEL G. FARMAR
C. BARTON GROVES
KENNETH W. WELCH
