UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
January 19, 1999
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Date of Report (Date of Earliest Event Reported)
GLADSTONE RESOURCES, INC.
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State of Washington 001-01525 91-0234563
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(State or other (Commission File (IRS Employer
Jurisdiction Number) Identification No.)
of Incorporation)
3500 Oak Lawn, Suite 590
Dallas, Texas 75219
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(Address of Principal Executive Offices) (Zip Code)
(214 )528-9620
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(Registrant's Telephone Number, Including Area Code)
5646 Milton Street, Meadow Building, Suite 210
Dallas, Texas 75206
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(Former Name or Former Address, if Changed since last Report)
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ITEM 1. CHANGE IN CONTROL OF THE REGISTRANT.
On January 19, 1999, H. Wayne Gifford, an individual
residing in Dallas, Texas, Charles B. Humphrey, an individual
residing in Dallas, Texas, Johnathan M. Hill, an individual
residing in Dallas, Texas, Fred Oliver, an individual residing in
Dallas, Texas, David Tyrrell, an individual residing in Dallas,
Texas (individually and as trustee of the Katherine Desporte
Tyrrell Trust), Sheila Irons, an individual residing in
Carrollton, Texas (individually and as trustee of the Humphrey
Childrens Trust), Katherine Murphy, an individual residing in
Rowlett, Texas, and Clay Moore, an individual residing in Dallas,
Texas, purchased in two simultaneous transactions (the
"Purchases") an aggregate of 3,134,325 shares of the common
stock, no par value (the "Common Stock"), of Gladstone Resources,
Inc., a Washington corporation ("Gladstone"), representing
approximately 73.76% of the Common Stock.
The Purchases were effected pursuant to the terms of (i) a
Stock Purchase Agreement dated January 19, 1999 (the "Brooks
Purchase") among Mr. Gifford, Mr. Humphrey, Mr. Hill, Mr. Oliver,
Mr. Tyrrell (individually and as trustee for Katherine Desporte
Tyrrell Trust), Ms. Irons (individually and as trustee of the
Humphrey Childrens Trust), Ms. Murphy and Mr. Moore
(collectively, the "Purchasers"), and Edward B. Brooks, Jr., a
resident of Dallas, Texas, Charles V. W. Brooks, a resident of
The Woodlands, Texas, Carol Brady, a resident of Dallas, Texas,
Rebecca Feldt, a resident of Dallas, Texas and Debra Brooks
Garrett, a resident of Dallas, Texas (collectively, the "Brooks
Sellers"), and (ii) a Stock Purchase Agreement dated January 19,
1999 (the "Cloarec Purchase") among the Purchasers and C. J.
Cloarec, M.D. and Camrose Optical Co. (the "Cloarec Sellers").
In connection with the Purchase from the Brooks Sellers, the
Purchasers purchased 2,973,000 shares, or approximately 69.97%,
of the Common Stock and paid the Brooks Sellers an aggregate of
approximately $315,229.83 in cash. Each Purchaser, except
Mr. Hill, used personal funds (or trust funds in the case of the
trusts) to purchase the shares of Common Stock subject to the
Brooks Purchase. Mr. Hill borrowed the funds he used to purchase
the shares of Common Stock that he acquired in the Brooks
Purchase from Mr. Humphrey on January 19, 1999, under a
promissory note (the "Promissory Note") and stock pledge
agreement (the "Stock Pledge Agreement"), which Promissory Note
provides for interest upon any outstanding balance at 10% and is
payable on February 28, 1999. The loan is secured under the Stock
Pledge Agreement with Mr. Hill's 1,080,819 shares of Common
Stock. Pursuant to an Agreement dated January 19, 1999, the
Brooks Sellers have agreed to take or cause to be taken all such
action as is necessary to cause Mr. Hill, Mr. Humphrey, Mr.
Gifford, Mr. Oliver and Ms. Murphy to be appointed to and to
constitute all the members of the Board of Directors of
Gladstone. The appointment of such persons will require that the
size of the board of directors of Gladstone increase from three
to five. None of Mr. Hill, Mr. Humphrey, Mr. Gifford, Mr. Oliver
or Ms. Murphy is currently a member of the Board of Directors.
Mr. Hill, Mr. Humphrey, Mr. Gifford, Mr. Oliver, Mr. Tyrrell
(individually and as trustee of the Katherine Desporte Tyrrell
Trust), Ms. Irons (individually and as trustee of the Humphrey
Childrens Trust), Ms. Murphy and Mr. Moore plan to elect Mr. Hill
as President of Gladstone, Ms. Irons as Vice President of
Gladstone and Ms. Murphy as Treasurer of Gladstone. The Brooks
Sellers include Mr. Edward B. Brooks, Jr. who is a director and
officer of Gladstone. The consideration
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paid by the Purchasers in connection with the Brooks Purchase was
determined by arms length negotiations between the Purchasers and
the Brooks Sellers.
In connection with the Purchase from the Cloarec Sellers,
the Purchasers purchased 161,325 shares of Common Stock, or
approximately 3.8% of the Common Stock and paid the Cloarec
Sellers an aggregate of $16,182.50 in cash. Each Purchaser except
Mr. Hill used personal funds (or trust funds in the case of the
trusts) to purchase the shares of Common Stock subject to the
Cloarec Purchase. Mr. Hill borrowed the funds he used to purchase
the shares of Common Stock that he acquired in the Cloarec
Purchase from Mr. Humphrey under the Promissory Note and the
Stock Pledge Agreement. The consideration paid by the Purchasers
in connection with the Cloarec Purchase was determined by arms
length negotiations between Purchasers and the Cloarec Sellers.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 19, 1999, Gladstone sold certain of its oil and
gas properties in the Schleicher and Kent Counties, Texas (the
"Properties") to EXCO Resources, Inc., a Texas corporation
("EXCO"). The Properties included 66 gross productive wells (9.75
net productive wells) with current net production of
approximately 42.18 barrels of oil and 126,000 cubic feet of natural
gas per day, and 6 gross (.75 net) non-producing wells. The
Properties constituted approximately 90.418% of the gross
productive wells (71.17% net productive wells) and approximately
88.68% of the barrels of oil and 59.38% of the cubic feet of
natural gas per day produced by all of Gladstone's oil and gas
properties.
The aggregate sales price of the Properties was $315,000.
The amount of consideration was determined through arms length
negotiation. Gladstone is aware that EXCO sold the Properties on
January 19, 1999 to Mr. Edward B. Brooks, Jr., an officer and
director of Gladstone, for an aggregate consideration of $315,000.
Gladstone did not seek shareholder approval for the sale.
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ITEM 5. OTHER EVENTS.
Effective January 19, 1999, Gladstone changed the address of
its principal executive offices to 3500 Oak Lawn Avenue, Suite
590, Dallas, Texas 75219.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information
Gladstone intends to prepare the required pro forma
financial statements and file same as an amendment to
this Current Report on Form 8-K as soon as practicable.
(c) Exhibits.
2.1 Stock Purchase Agreement made and entered into as
of the 19th day of January, 1999 between Edward B.
Brooks, Jr., Charles V. W. Brooks, Carol Brady,
Rebecca Feldt and Debra Brooks Garrett, as
Sellers, and H. Wayne Gifford, Charles B.
Humphrey, Johnathan M. Hill, Fred Oliver, David
Tyrrell (individually and as trustee of the
Katherine Desporte Tyrrell Trust), Sheila Irons
(individually and as trustee of the Humphrey
Children's Trust), Katherine R. Murphy and Clay
Moore, as Purchasers.
2.2 Stock Purchase Agreement made and entered into
January 19, 1999 by and between C. J. Cloarec M.D.
and Camrose Optical Co., as Sellers, and H. Wayne
Gifford, Charles B. Humphrey, Johnathan M. Hill,
Fred Oliver, Darrel Tyrrell (individually and as
trustee of the Katherine Desportes Tyrrell Trust),
Sheila Irons (individually and as trustee of the
Humphrey Children's Trust), Katherine R. Murphy
and Clay Moore, as Purchasers.
2.3 Assignment and Bill of Sale made and entered into
January 18, 1999, but effective as of October 1,
1998, by and between Gladstone Resources, Inc., as
Seller, and Exco Resources, Inc., as Purchaser.
2.4. Agreement entered into January 19, 1999 among
Edward B. Brooks, Jr., Charles V. W. Brooks, Carol
Brady, Rebecca Feldt and Debra Brooks Garrett and
H. Wayne Gifford, Charles B. Humphrey, Johnathan
M. Hill, Fred Oliver, David Tyrrell (individually
and as trustee of the Katherine Desporte Tyrrell
Trust), Sheila Irons (individually and as trustee
of the Humphrey Children's Trust), Katherine R.
Murphy and Clay Moore.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
GLADSTONE RESOURCES, INC.
By: __________________________
Edward B. Brooks, Jr.
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Stock Purchase Agreement made and entered into
as of the 19th day of January, 1999 between
Edward B. Brooks, Jr., Charles V. W.
Brooks, Carol Brady, Rebecca Feldt and Debra
Brooks Garrett, as Sellers, and H. Wayne Gifford,
Charles B. Humphrey, Johnathan M. Hill, Fred
Oliver, David Tyrrell (individually and as trustee
of the Katherine Desporte Tyrrell Trust), Sheila
Irons (individually and as trustee of the Humphrey
Children's Trust), Katherine R. Murphy and Clay
Moore, as Purchasers.
2.2 Stock Purchase Agreement made and entered into
January 19, 1999 by and between C. J.
Cloarec M.D. and Camrose Optical Co., as Sellers,
and H. Wayne Gifford, Charles B. Humphrey,
Johnathan M. Hill, Fred Oliver, Darrel Tyrrell
(individually and as trustee of the Katherine
Desportes Tyrrell Trust), Sheila Irons
(individually and as trustee of the Humphrey
Children's Trust), Katherine R. Murphy and Clay
Moore, as Purchasers.
2.3 Assignment and Bill of Sale made and entered into
January 18, 1999, but effective as of
October 1, 1998, by and between Gladstone
Resources, Inc., as Seller, and Exco Resources,
Inc., as Purchaser
4.1 Agreement entered into January 19, 1999
among Edward B. Brooks, Jr., Charles V. W. Brooks,
Carol Brady, Rebecca Feldt and Debra Brooks
Garrett and H. Wayne Gifford, Charles B. Humphrey,
Johnathan M. Hill, Fred Oliver, David Tyrrell
(individually and as trustee of the Katherine
Desporte Tyrrell Trust), Sheila Irons
(individually and as trustee of the Humphrey
Children's Trust), Katherine R. Murphy and Clay
Moore.
EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), made and
entered into as of this 19th day of January, 1999, by and between
Edward B. Brooks, Jr. (a.k.a. E. B. Brooks, Jr.), a resident of
Dallas, Texas; Charles V. W. Brooks, a resident of The Woodlands,
Texas; Carol Brady, a resident of Dallas, Texas; Rebecca B.
Feldt, a resident of Dallas, Texas; and Debra Brooks Garrett, a
resident of Dallas, Texas; (collectively, the "Sellers") and H.
Wayne Gifford, a resident of Dallas, Texas; Charles B. Humphrey,
a resident of Dallas, Texas; Johnathan M. Hill, a resident of
Dallas, Texas; Fred Oliver, a resident of Dallas, Texas; David
Tyrrell, a resident of Dallas, Texas; Clay Moore, a resident of
Dallas, Texas; Sheila Irons, individually and as Trustee of the
Humphrey Children's Trust, a resident of Carrollton, Texas; and
Katherine R. Murphy, a resident of Rowlett, Texas (collectively,
the "Purchasers").
W I T N E S S T H:
WHEREAS, the Sellers are the record and beneficial owner of
2,973,000 shares, or 70.050847%, of the issued and outstanding
shares of common stock of Gladstone Resources, Inc., a Washington
corporation (the "Company").
WHEREAS, Sellers have agreed to sell to Purchasers, and
Purchasers have agreed to purchase from Sellers, all of the
shares of the common stock of the Company owned by the Sellers;
NOW, THEREFORE, for and in consideration of the premises and
mutual undertakings and agreements contained in this Agreement,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. SALE OF STOCK. Upon and subject to the terms and conditions
set forth in this Agreement, Sellers hereby sell, assign,
transfer and deliver to Purchasers good and valid title to Two
Million Nine Hundred Seventy-three Thousand (2,973,000) shares,
or 70.050847%, of the issued and outstanding common stock of the
Company (the "Shares") at the agreed aggregate purchase price of
Three Hundred Fifteen Thousand Two Hundred Twenty-nine Dollars
and Eighty-three Cents ($315,229.83), or $ .1060 per Share. The
respective numbers of the Shares to be sold and delivered by each
Seller and the respective portion of the aggregate purchase price
to be received by each Seller are set forth on the signature
pages hereto. Sellers hereby deliver to Purchasers stock
certificates representing the Shares, endorsed in blank or
accompanied by duly executed assignment documents. Purchasers
hereby acknowledge receipt of the stock certificates evidencing
the Shares, duly endorsed in blank and in proper form for
transfer.
2. PURCHASE PRICE AND CONSIDERATION. In consideration of
Sellers' conveyance to the Purchasers of the Shares, Purchasers
have concurrently, with the execution of this Agreement paid to
Sellers the aggregate sum of Three Hundred Fifteen Thousand Two
Hundred Twenty-nine Dollars and Eighty-three Cents ($315,229.83)
in the form of separate checks. The respective number of Shares
to be purchased and delivered to each Purchaser and the
respective portion of
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<PAGE>
the aggregate purchase price to be paid by each Purchaser are set
forth on the signature pages hereto.
3. REPRESENTATION AND WARRANTIES OF SELLERS. Sellers
hereby, jointly and severally, represent and warrant unto each of
the Purchasers as follows:
a. AUTHORIZATION OF TRANSACTION. Each of the Sellers has full
power and authority to execute and deliver this Agreement and to
perform his respective obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of each of
the Sellers, enforceable in accordance with its terms and
conditions. None of the Sellers is required to give any notice
to, make any filing with, or obtain any authorization, consent,
or approval of any government or governmental agency or any other
person or entity in order to consummate the transactions
contemplated by this Agreement.
b. NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling,
charge or other restriction of any government, governmental
agency or court to which any of the Sellers are subject or (B)
conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice
under any agreement, contract, lease, license, instrument or
other arrangement to which any of the Sellers are a party, or by
which any of the Sellers are bound, or to which any of the
Sellers' assets are subject.
c. NO BROKERS' FEE. None of the Sellers have any liability or
obligation to pay any fees or commissions to any broker, finder
or agent with respect to the transactions contemplated by this
Agreement.
d. SHARES. Each of the Sellers holds of record and own
beneficially all of the issued and outstanding Shares set forth
opposite his name on the signature pages hereto, free and clear
of any restrictions on transfer (other than any restrictions
under federal and state securities laws), taxes, security
interests, encumbrances, liens, options, warrants, purchase
rights, contracts, commitments, equities, claims, and demands of
any kind or character. None of the Sellers is a party to any
option, warrant, purchase right or other contract or commitment
that could require any of the Sellers to sell, transfer or
otherwise dispose of any capital stock of the Company (other than
this Agreement). None of the Sellers are a party to any
shareholders agreement, voting trust, proxy, or other agreement
or understanding with respect to the voting of any capital stock
of the Company.
e. CAPITALIZATION. As of the date hereof, the authorized
capital stock of the Company consists of 6,000,000 shares of
common stock, with no par value, of which 4,244,060 shares of
common stock are issued and outstanding. The stated value for
all outstanding shares is $150,000. The Company does not have any
form of shareholder rights or "poison pill" plan in effect.
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<PAGE>
f. SEC DOCUMENTS. None of the filings made by the Company with
the Securities and Exchange Commission ("SEC") between December
31, 1997 and the date hereof (collectively, the "SEC Documents")
contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements contained
therein not misleading. The SEC Documents constitute all of the
documents that the Company was required by applicable securities
laws and regulations to file with the SEC since December 31,
1997. The financial statements of the Company included in the
SEC Documents were prepared in accordance with generally accepted
accounting principles ("GAAP") and fairly present, in all
material respects in accordance with GAAP, the financial
condition and results of operations and changes in financial
position as of the dates thereof.
g. NO MATERIAL CHANGES. Except as disclosed in any SEC
Document, since December 31, 1997 there has not been any material
adverse change in the condition (financial or otherwise),
earnings, assets, liabilities (contingent or otherwise),
properties, business or operations of the Company.
h. REPRESENTATIONS OF PURCHASERS. Each Purchaser hereby,
jointly and severally, represents that he is acquiring the Shares
for investment and not with a view to distribution or resale, and
none of the Shares received by Purchasers will be sold or
transferred unless (i) such sale is registered in accordance with
the Securities Act of 1933, as amended (the "Act"), and
applicable state securities laws or (ii) the Company receives an
opinion of or satisfactory to counsel for the Company that
registration under the Act and such securities laws is not
required.
4. MISCELLANEOUS.
a. ENTIRE AGREEMENT. This document sets forth the entire
agreement and understanding between the parties hereto relating
to the subject matter described herein and merges and supersedes
all prior and contemporaneous discussions and documents relating
thereto.
b. FURTHER DOCUMENTS. Following the execution
hereof, to the extent deemed reasonably necessary, the
parties shall execute and deliver all such additional
documents or instruments as shall be necessary or
appropriate to carry out the intent of this Agreement.
c. BINDING EFFECT. This Agreement shall be binding
upon and shall inure to the benefit of the parties and their
respective heirs, executors, administrators, successors and
assigns.
d. HEADINGS. Descriptive headings contained in this
Agreement are for convenience only and shall not control or
affect the meaning or construction of any provisions hereof.
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<PAGE>
e. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall constitute together
but one and the same instrument.
f. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
Warranties and representations contained herein shall
survive the sale of the Shares.
g. GOVERNING LAW; VENUE. The validity, construction
and enforcement of this Agreement shall be governed in all
respect by the laws of the State of Texas without reference
to applicable conflict of law provisions. Venue for any
action brought with respect to this Agreement shall be
solely in Dallas County, Texas.
h. GENDER. Pronouns in masculine gender shall be
construed to include any other gender, unless the context
otherwise requires.
SELLERS:
Address: ______________________________
5646 Milton EDWARD B. BROOKS, JR.
228 Meadows Bldg. (a.k.a. E. B. BROOKS, JR.)
Dallas, Texas 75206 (Shares Sold: 1,910,000;
Purchase Price Received:
$202,518.99)
Address: ______________________________
2829 South Log Run Circle CHARLES V. W. BROOKS
The Woodlands, Texas 77380 (Shares Sold: 10,000;
Purchase Price Received: $1,060.31)
Address: ______________________________
c/o Ted Brooks, Jr. CAROL BRADY
5646 Milton (Shares Sold: 351,000;
228 Meadows Bldg. Purchase Price Received: 37,216.84)
Dallas, Texas 75206
Address: _______________________________
c/o Ted Brooks, Jr. REBECCA B. FELDT
5646 Milton (Shares Sold: 351,000;
228 Meadows Bldg. Purchase Price Received: 37,216.84)
Dallas, Texas 75206
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<PAGE>
Address: ________________________________
c/o Ted Brooks, Jr. DEBRA BROOKS GARRETT
5646 Milton (Shares Sold: 351,000;
228 Meadows Bldg. Purchase Price Received:
$37,216.84)
Dallas, Texas 75206
PURCHASERS:
Address: _________________________________
4625 Greenville Ave. H. WAYNE GIFFORD
Suite 202 (Shares Purchased: 156,474;
Dallas, TX 75206 Purchase Price Paid: $16,591.04)
Address: _________________________________
3500 Oak Lawn Ave. CHARLES B. HUMPHREY
Suite 590, LB 49 (Shares Purchased: 977,961;
Dallas, TX 75219 Purchase Price Paid: $103,694.03)
Address: _________________________________
3506 Grenada JOHNATHAN M. HILL
Dallas, TX 75205 (Shares Purchased: 977,961;
Purchase Price Paid: $103,694.03)
Address: _________________________________
4625 Greenville Ave. FRED OLIVER
Suite 205 (Shares Purchased: 234,711;
Dallas, TX 75206 Purchase Price Paid: $24,886.57)
Address: _________________________________
4625 Greenville Ave. DAVID TYRRELL
Suite 203 (Shares Purchased: 195,592;
Dallas, TX 75206 Purchase Price Paid: $20,738.80)
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<PAGE>
Address: _________________________________
6440 N. Central Exp. CLAY MOORE
Suite 620 (Shares Purchased: 78,237;
Dallas, TX 75206 Purchase Price Paid: $8,295.52)
Address: _________________________________
3500 Oak Lawn Ave. HUMPHREY CHILDREN'S TRUST
Suite 590, LB 49 Sheila Irons, Trustee
Dallas, TX 75219 (Shares Purchased: 195,592;
Purchase Price Paid: $20,738.80)
Address: _________________________________
2212 Salem SHEILA IRONS
Carrollton, Texas 75006 (Shares Purchased: 78,237;
Purchase Price Paid: $8,295.52)
Address: _________________________________
2005 Faulkner Drive KATHERINE R. MURPHY
Rowlett, Texas 75088 (Shares Purchased: 78,237;
Purchase Price Paid: $8,295.52)
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EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), made and
entered into as of this 19TH day of January, 1999, by and between
C. J. Cloarec (a.k.a. C. J. Cloarac), individually and as
President of Camrose Optical Co. a resident of Camrose, Alberta,
Canada, Texas, (the "Sellers") and H. Wayne Gifford, a resident
of Dallas, Texas; Charles B. Humphrey, a resident of Dallas,
Texas; Johnathan M. Hill, a resident of Dallas, Texas; Fred
Oliver, a resident of Dallas, Texas; David Tyrrell, a resident of
Dallas, Texas; Clay Moore, a resident of Dallas, Texas; Sheila
Irons, individually and as Trustee of the Humphrey Children's
Trust, a resident of Carrollton, Texas; and Katherine R. Murphy,
a resident of Rowlett, Texas (collectively, the "Purchasers").
W I T N E S S T H:
WHEREAS, the Sellers are the record and beneficial owner of
161,825 shares, or 3.81297625%, of the issued and outstanding
shares of common stock of Gladstone Resources, Inc., a Washington
corporation (the "Company").
WHEREAS, Sellers have agreed to sell to Purchasers, and
Purchasers have agreed to purchase from Sellers, all of the
shares of the common stock of the Company owned by the Sellers;
NOW, THEREFORE, for and in consideration of the premises and
mutual undertakings and agreements contained in this Agreement,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. SALE OF STOCK. Upon and subject to the terms and conditions
set forth in this Agreement, Sellers hereby sell, assign,
transfer and deliver to Purchasers good and valid title to One
Hundred Sixty-one Thousand Eight Hundred Twenty-five (161,825)
shares, or 3.81297625%, of the issued and outstanding common
stock of the Company (the "Shares") at the agreed aggregate
purchase price of Sixteen Thousand One Hundred Eighty-two Dollars
and Fifty Cents ($16,182.50), or $ .10 per Share. The respective
numbers of the Shares to be sold and delivered by each Seller and
the respective portion of the aggregate purchase price to be
received by each Seller are set forth on the signature pages
hereto. Sellers hereby deliver to Purchasers stock certificates
representing the Shares, endorsed in blank or accompanied by duly
executed assignment documents. Purchasers hereby acknowledge
receipt of the stock certificates evidencing the Shares, duly
endorsed in blank and in proper form for transfer.
2. PURCHASE PRICE AND CONSIDERATION. In consideration of
Sellers' conveyance to the Purchasers of the Shares, Purchasers
have concurrently, with the execution of this Agreement paid to
Sellers the aggregate sum of Sixteen Thousand One Hundred Eighty-
two Dollars and Fifty Cents ($16,182.50) in the form of separate
checks. The respective number of Shares to be purchased and
delivered to each Purchaser and the respective portion of the
aggregate purchase price to be paid by each Purchaser are set
forth on the signature pages hereto.
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<PAGE>
3. REPRESENTATION AND WARRANTIES OF SELLERS. Sellers hereby,
jointly and severally, represent and warrant unto each of the
Purchasers as follows:
a. AUTHORIZATION OF TRANSACTION. Each of the Sellers has full
power and authority to execute and deliver this Agreement and to
perform his respective obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of each of
the Sellers, enforceable in accordance with its terms and
conditions. None of the Sellers is required to give any notice
to, make any filing with, or obtain any authorization, consent,
or approval of any government or governmental agency or any other
person or entity in order to consummate the transactions
contemplated by this Agreement.
b. NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling,
charge or other restriction of any government, governmental
agency or court to which any of the Sellers are subject or (B)
conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice
under any agreement, contract, lease, license, instrument or
other arrangement to which any of the Sellers are a party, or by
which any of the Sellers are bound, or to which any of the
Sellers' assets are subject.
c. NO BROKERS' FEE. None of the Sellers have any liability or
obligation to pay any fees or commissions to any broker, finder
or agent with respect to the transactions contemplated by this
Agreement.
d. SHARES. Each of the Sellers holds of record and own
beneficially all of the issued and outstanding Shares set forth
opposite his name on the signature pages hereto, free and clear
of any restrictions on transfer (other than any restrictions
under federal and state securities laws), taxes, security
interests, encumbrances, liens, options, warrants, purchase
rights, contracts, commitments, equities, claims, and demands of
any kind or character. None of the Sellers is a party to any
option, warrant, purchase right or other contract or commitment
that could require any of the Sellers to sell, transfer or
otherwise dispose of any capital stock of the Company (other than
this Agreement). None of the Sellers are a party to any
shareholders agreement, voting trust, proxy, or other agreement
or understanding with respect to the voting of any capital stock
of the Company.
4. MISCELLANEOUS.
a. ENTIRE AGREEMENT. This document sets forth the entire
agreement and understanding between the parties hereto relating
to the subject matter described herein and merges and supersedes
all prior and contemporaneous discussions and documents relating
thereto.
b. FURTHER DOCUMENTS. Following the execution hereof, to the
extent deemed reasonably necessary, the parties shall execute and
deliver all such additional
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<PAGE>
documents or instruments as shall be necessary or
appropriate to carry out the intent of this Agreement.
c. BINDING EFFECT. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective
heirs, executors, administrators, successors and assigns.
d. HEADINGS. Descriptive headings contained in this Agreement
are for convenience only and shall not control or affect the
meaning or construction of any provisions hereof.
e. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall constitute together but one
and the same instrument.
f. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Warranties and
representations contained herein shall survive the sale of the
Shares.
g. GOVERNING LAW; VENUE. The validity, construction and
enforcement of this Agreement shall be governed in all respect by
the laws of the State of Texas without reference to applicable
conflict of law provisions. Venue for any action brought with
respect to this Agreement shall be solely in Dallas County,
Texas.
h. GENDER. Pronouns in masculine gender shall be construed to
include any other gender, unless the context otherwise requires.
i. SIMULTANEOUS CLOSING. The transactions contemplated by this
Agreement shall occur and shall be deemed to occur simultaneously
with the closing of the transactions contemplated by that certain
Stock Purchase Agreement, dated of even date herewith by and
between Edward B. Brooks, Jr., (a.k.a. E. B. Brooks, Jr.),
Charles V. W. Brooks, Carol Brady, Rebecca B. Feldt, and Debra
Brooks Garrett (the "Brooks Family Stock Purchase Agreement"),
and no transaction hereunder shall be completed or be deemed be
completed and no document hereunder shall be delivered or be
deemed to be delivered until all transactions hereunder and under
the Brooks Family Stock Purchase Agreement have been completed
and all documents hereunder and thereunder have been delivered.
SELLERS:
Address: ________________________________
4649-49 Street C. J. CLOAREC
Camrose (a.k.a. C. J. CLOARAC)
Alberta, Canada T4V1N1 (Shares Sold: 18,750;
Purchase Price Received: $1,875.00)
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<PAGE>
Address: __________________________________
4649-49 Street C. J. CLOAREC
Camrose President of CAMROSE OPTICAL CO.
Alberta, Canada T4V1N1 (Shares Sold: 143,075;
Purchase Price Received:
$14,307.50)
PURCHASERS:
Address: __________________________________
4625 Greenville Ave. H. WAYNE GIFFORD
Suite 202 (Shares Purchased: 7,527;
Dallas, TX 75206 Purchase Price Paid: $752.67)
Address: __________________________________
3500 Oak Lawn Ave. CHARLES B. HUMPHREY
Suite 590, LB 49 (Shares Purchased: 47,042;
Dallas, TX 75219 Purchase Price Paid: $4,704.22)
Address: __________________________________
3506 Grenada JOHNATHAN M. HILL
Dallas, TX 75205 (Shares Purchased: 47,042;
Purchase Price Paid: $4,704.22)
Address: __________________________________
4625 Greenville Ave. FRED OLIVER
Suite 205 (Shares Purchased: 11,290;
Dallas, TX 75206 Purchase Price Paid: $1,129.00)
Address: __________________________________
4625 Greenville Ave. DAVID TYRRELL
Suite 203 (Shares Purchased: 3,763;
Dallas, TX 75206 Purchase Price Paid: $376.34)
Address: __________________________________
3500 Oak Lawn Ave. HUMPHREY CHILDREN'S TRUST
Suite 590, LB 49 Sheila Irons, Trustee
Dallas, TX 75219 (Shares Purchased: 9,408;
Purchase Price Paid: $940.84)
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<PAGE>
Address: __________________________________
2212 Salem SHEILA IRONS
Carrollton, Texas 75006 (Shares Purchased: 3,763;
Purchase Price Paid: $376.34)
Address: __________________________________
2005 Faulkner Drive KATHERINE R. MURPHY
Rowlett, Texas 75088 (Shares Purchased: 3,763;
Purchase Price Paid: $376.34)
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EXHIBIT 2.3
ASSIGNMENT AND BILL OF SALE
STATE OF TEXAS )(
)(
)( KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTIES OF SCHLEICHER )(
AND KENT )(
For and in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GLADSTONE
RESOURCES, INC., a Washington Corporation ("Assignor') does
hereby BARGAIN, SELL, GRANT, TRANSFER, ASSIGN and CONVEY unto
EXCO RESOURCES, INC. (whose address is 5735 Pineland, Suite 235,
Dallas, Texas 75231 and who is hereinafter referred to as
"Assignee"), a Texas corporation, its successors and assigns, all
of Assignor's right, title and interest in and to the oil and gas
leases and oil, gas and mineral leases described on Exhibit "A"
hereto, reference to which is here made for all purposes,
together with the following rights and properties pertaining to
such oil and gas leases and oil gas and mineral leases (which are
hereafter referred to collectively as the "Leases"):
(1) all wells located on the Leases (whether producing, non-
producing, shut-in, abandoned or temporarily abandoned and
whether oil wells, gas wells, salt water disposal wells,
injection wells or water wells), together with all of the
personal property and equipment used or obtained in
connection with such well or wells, including, but not
limited to, all casing, pipe, tubing, rods, separators,
wellhead and in-hole equipment, tanks, motors, fixtures and
other such personal property and equipment;
(2) all permits, licenses, orders, pooling or unitization
agreements, communitization agreements, operating
agreements, exploration agreements, farmin or farmout
agreements, letter agreements, processing, transportation
or lease agreements, and other contracts and agreements
which relate or pertain to the Leases and the wells
described herein; and
(3) all rights-of-way, easements, servitudes, surface
leases, treating facilities, pipelines and gathering
syste0ms which cover, relate or pertain to the Leases and
the wells described herein, or which may necessary or
convenient to be used in connection therewith.
This assignment is made without warranty of title, either
express or implied
IN WITNESS WHEREOF, this instrument is executed this 18th
day of January, 1999, but shall be effective, for all purposes,
as of the 1st day of October, 1998.
Gladstone Resources, Inc.
By:__________________________
E. B. Brooks, Jr.
President
State of Texas
County of Dallas
This instrument was acknowledged before me on January 18,
1999, by E. B. Brooks, Jr., President of Gladstone Resources,
Inc., a Texas Corporation, on behalf of said corporation.
______________________________
Notary Public In and For the
State of Texas
<PAGE>
EXHIBIT "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN ASSIGNMENT AND BILL
OF SALE, FROM GLADSTONE RESOURCES, INC., AS ASSIGNOR, TO EXCO
RESOURCES, INC., AS ASSIGNEE, DATED EFFECTIVE OCTOBER 1, 1998
THE FOLLOWING OIL AND GAS LEASES COVERING LANDS IN KENT COUNTY,
TEXAS:
1. That certain Oil and Gas Lease Dated May 1, 1979, from
Jonisue C. Stiff, as lessor, to Neil R. Morgan, as lessee,
recorded in Volume 146, Page 81 of the Official Records of Kent
County, Texas
2. That certain Oil and Gas Lease Dated May 1, 1979, from D. M.
Cogdell, Jr., as lessor, to Neil R. Morgan, as lessee, recorded
in Volume 146, Page 85 of the Official Records of Kent County,
Texas
3. That certain Oil and Gas Lease Dated May 1, 1979, from W. M.
Cogdell, as lessor, to Neil R. Morgan, as lessee, recorded in
Volume 146, Page 89 of the Official Records of Kent County, Texas
4. That certain Oil and Gas Lease Dated May 1, 1979, from
Martha Cogdell Etgen Milhollon, as lessor, to Neil R. Morgan, as
lessee, recorded in Volume 146, Page 93 of the Official Records
of Kent County, Texas
5. That certain Oil and Gas Lease Dated May 1, 1979, from
Joanna Gale Forbes Hayes, as lessor, to Neil R. Morgan, as
lessee, recorded in Volume 146, Page 97 of the Official Records
of Kent County, Texas
6. That certain Oil and Gas Lease Dated May 1, 1979, from David
Colin Forbes, as lessor, to Neil R. Morgan, as lessee, recorded
in Volume 146, Page 101 of the Official Records of Kent County,
Texas
7. That certain Oil and Gas Lease Dated May 1, 1979, from
Douglas Campbell Forbes, as lessor, to Neil R. Morgan, as lessee,
recorded in Volume 146, Page 105 of the Official Records of Kent
County, Texas
8. That certain Oil and Gas Lease Dated May 1, 1979, from W. M.
Cogdell, as lessor, to Neil R. Morgan, as lessee, recorded in
Volume 146, Page 109 of the Official Records of Kent County,
Texas
9. That certain Oil and Gas Lease Dated May 1, 1979, from D. M.
Cogdell, Jr., as lessor, to Neil R. Morgan, as lessee, recorded
in Volume 146, Page 113 of the Official Records of Kent County,
Texas
10. That certain Oil and Gas Lease Dated May 1, 1979, from
Jonisue C. Stiff, as lessor, to Neil R. Morgan, as lessee,
recorded in Volume 146, Page 117 of the Official Records of Kent
County, Texas
11. That certain Oil and Gas Lease Dated April 28, 1980, from W.
M. Cogdell, as lessor, to Neil R. Morgan, as lessee, recorded in
Volume 149, Page 637 of the Official Records of Kent County,
Texas
12. That certain Oil and Gas Lease Dated April 28, 1980, from
Jonisue C. Stiff, as lessor, to Neil R. Morgan, as lessee,
recorded in Volume 149, Page 641 of the Official Records of Kent
County, Texas
13. That certain Oil and Gas Lease Dated April, 1980, from D. M.
Cogdell, Jr., as lessor, to Neil R. Morgan, as lessee, recorded
in Volume 149, Page 645 of the Official Records of Kent County,
Texas
14. That certain Oil and Gas Lease Dated April, 1980, from D. M.
Cogdell, Jr., as lessor, to Neil R. Morgan, as lessee, recorded
in Volume 149, Page 649 of the Official Records of Kent County,
Texas
15. That certain Oil and Gas Lease Dated April, 1980, from
Jonisue Codgell Stiff, as lessor, to Neil R. Morgan, as lessee,
recorded in Volume 149, Page 653 of the Official Records of Kent
County, Texas
16. That certain Oil and Gas Lease Dated April, 1980, from D. M.
Cogdell, as lessor, to Neil R. Morgan, as lessee, recorded in
Volume 149, Page 657 of the Official Records of Kent County,
Texas
-2-
<PAGE>
EXHIBIT "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN ASSIGNMENT AND BILL
OF SALE, FROM GLADSTONE RESOURCES, INC., AS ASSIGNOR, TO EXCO
RESOURCES, INC., AS ASSIGNEE, DATED EFFECTIVE OCTOBER 1, 1998
THE FOLLOWING OIL AND GAS LEASES COVERING LANDS LOCATED IN
SCHLEICHER COUNTY, TEXAS
17. That certain Oil, Gas and Mineral Lease dated February 26,
1990, from Janet Pope Andrews, Cora Pope McGowan and Walter
Cadesman Pope, IV, as Lessor, to E. B. Brooks, Jr., as
Lessee, recorded in Volume 342, Page 300 of the Offical
Records of Schleicher County, Texas.
18. That certain Oil, Gas and Mineral Lease dated November 2,
1992, from Janet Pope Andrews, Cora Pope McGowan and Walter
Cadesman Pope, IV, as Lessor, to E. B. Brooks, Jr., as
Lessee, recorded in Volume 377, Page 23 of the Offical
Records of Schleicher County, Texas.
-3-
EXHIBIT 4.1
AGREEMENT
This Agreement is entered into this 19th day of January,
1999 among Edward B. Brooks, Jr., a resident of Dallas, Texas;
Charles V. W. Brooks, a resident of The Woodlands, Texas; Carol
Brady, a resident of Dallas, Texas; Rebecca Feldt, a resident of
Dallas, Texas; Deborah Brooks Garrett a resident of Dallas,
Texas; (collectively, the "Sellers") and H. Wayne Gifford, a
resident of Dallas, Texas; Charles B. Humphrey, a resident of
Dallas, Texas; Johnathan M. Hill, a resident of Dallas, Texas;
Clay Moore, a resident of Dallas, Texas; Fred Oliver, a resident
of Dallas, Texas; David Tyrrell, a resident of Dallas, Texas;
Sheila Irons, individually and as Trustee of the Humphrey
Children's Trust, a resident of Carrollton, Texas; and Katherine
R. Murphy, a resident of Rowlett, Texas (collectively, the
"Purchasers").
RECITALS
WHEREAS, Purchasers are today purchasing from Sellers the
outstanding capital stock of Gladstone Resources, Inc. (the
"Company") owned by Sellers pursuant to that certain Stock
Purchase Agreement (the "Stock Purchase Agreement") among Sellers
and Purchasers;
WHEREAS, it is a condition precedent to Purchasers entering
into and consummating the stock purchase under the Stock Purchase
Agreement that Sellers enter into this Agreement;
NOW, THEREFORE, for and in consideration of the premises and
the mutual undertakings and agreements contained in this
Agreement, the sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. CONSENT. The Company has entered into that certain Purchase
and Sale Agreement (the "Sale Agreement") with EXCO Resources,
Inc. ("EXCO") pursuant to which the Company will sell (the
"Sale") to EXCO certain of its oil and gas properties that
generate approximately 80-85% of the Company's revenue. Each
Seller is familiar with the Sale Agreement and its impact on the
Company and hereby approves and consents to the Sale under the
Sale Agreement. Each Seller acknowledges that Purchasers are
entering into the Stock Purchase Agreement in part in reliance
upon this consent of the Sellers and the other agreements of
Sellers contained herein.
2. INDEMNIFICATION. Each Seller hereby agrees, jointly and
severally, to indemnify and hold harmless each Purchaser and his,
her or its respective heirs, executors, administrators,
successors and assigns, from and against any and all claims,
demands, actions, causes of action, losses, costs, damages,
liabilities and expenses, including, without limitation,
reasonable legal fees, in any manner arising out of or as a
result of the Sale.
3. BOARD OF DIRECTORS. Each Seller agrees to take or cause to
be taken, all such action as shall be necessary to cause
Johnathan M. Hill, Charles B. Humphrey, H. Wayne Gifford, Fred
Oliver and Katherine R. Murphy to be appointed to and constitute
all the members of the Board of Directors of the Company.
<PAGE>
4. ENTIRE AGREEMENT. This document sets forth the entire
Agreement and understanding between the parties hereto related to
the subject matter described herein and together with the Stock
Purchase Agreement and other agreements referenced therein and
executed in connection therewith merges and supersedes all prior
and contemporaneous discussions and documents relating to such
subject matter.
5. FURTHER DOCUMENTS. Following the execution hereof, to the
extent deemed reasonably necessary, the parties shall execute and
deliver all additional documents or instruments as shall be
necessary or appropriate to carry out the intent of this
Agreement.
6. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs,
executors, administrators, successors and assigns.
7. HEADINGS. Descriptive headings contained in this Agreement
are for convenience only and shall not control or effect the
meaning or construction of any provision hereof.
8. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall constitute together but one
in the same instrument.
9. GOVERNING LAW; VENUE. The validity, construction and
enforcement of this Agreement shall be governed in all respects
by the laws of the State of Texas without reference to applicable
conflict of law provisions. Venue to any action brought with
respect to this Agreement shall be solely in Dallas County,
Texas.
[Signature page follows]
SELLERS: PURCHASERS:
_________________________ _______________________________
Edward B. Brooks, Jr. H. Wayne Gifford
_________________________ _______________________________
Charles V. W. Brooks Charles B. Humphrey
_________________________ _______________________________
Carol Brady Johnathan M. Hill
_________________________ _______________________________
Rebecca Feldt Clay Moore
_________________________ _______________________________
Deborah Brooks Garrett Fred Oliver
_______________________________
David Tyrell
_______________________________
Sheila Irons
_______________________________
Humphrey Children's Trust
_______________________________
Katherine Murphy
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