<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of l934
(Amendment No. 2 )*
PetroCorp Incorporated
-----------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------------------------
(Title of Class of Securities)
71645N 10 1
-----------------------------------------------------
(CUSIP Number)
Kathryn Pietrowiak, Esq.
CIGNA Corporation, 900 Cottage Grove Road, Hartford, CT 06152-2215
(860) 726-8908
------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 9, 1996
-----------------------------------------------------
(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 the
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).
THIS SCHEDULE 13D IS RESTATED IN ITS ENTIRETY PURSUANT TO RULE 101 OF REGULATION
S-T. THE EFFECTED PORTIONS REQUIRING AMENDMENT ARE IN ITEMS 4, 5, 6 AND 7.
Page 1 of 18
<PAGE> 2
CUSIP No. 71645N 10 1 13D
- -------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
CIGNA Corporation
06-1059331
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)( )
(b)( )
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Source of Funds
OO
- -------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) ( )
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
(7) Sole Voting Power 0
Number of ------------------------------------------------------------
Shares
Beneficially (8) Shared Voting Power 0
Owned ------------------------------------------------------------
by Each
Reporting (9) Sole Dispositive Power 0
Person ------------------------------------------------------------
With
(10) Shared Dispositive Power 0
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( )
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
0%
- -------------------------------------------------------------------------------
14) Type of Reporting Person
HC, CO
- -------------------------------------------------------------------------------
Page 2 of 18
<PAGE> 3
CUSIP No. 71645N 10 1 13D
- -------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
L. S. Holding Company
23-2123101
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)( )
(b)( )
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Source of Funds
OO
- -------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) ( )
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
(7) Sole Voting Power 0
Number of ------------------------------------------------------------
Shares
Beneficially (8) Shared Voting Power 0
Owned ------------------------------------------------------------
by Each
Reporting (9) Sole Dispositive Power 0
Person ------------------------------------------------------------
With
(10) Shared Dispositive Power 0
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
( )
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
0%
- -------------------------------------------------------------------------------
14) Type of Reporting Person
CO
- -------------------------------------------------------------------------------
Page 3 of 18
<PAGE> 4
This Amendment No. 2 to the Schedule 13D dated January 27, 1994 ("Original
Statement") and as amended on August 28, 1995 ("Amendment No. 1") filed by CIGNA
Corporation ("CIGNA") and L. S. Holding Company ("LS Holding") hereby amends
Items 4, 5, 6 and 7 of such Schedule 13D. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meaning set forth
in such Schedule 13D, the entire text of which is restated at the end of this
Amendment No. 2.
ITEM 4. PURPOSE OF TRANSACTION.
The following paragraph is added at the end of Item 4:
Ruth D. Van Winkle, CIGNA's designee on the Issuer's Board of
Directors under the Voting Agreement, will resign from that position following
the closing of the sale described in Item 5(c) below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a) On the date hereof, LS Holding and CIGNA do not beneficially own
any shares of Common Stock.
(b) Not Applicable.
(c) Pursuant to a letter agreement dated October 9, 1996 (the "Sale
Agreement"), a copy of which is attached hereto as Exhibit G and incorporated
herein by reference, LS Holding agreed to sell to Kaiser-Francis Oil Company
(the "Purchaser") 1,586,157 shares of Common Stock at a price per share of
$8.25. The Sale Agreement also provides that if during the period from the Sale
Agreement date through July 26, 1997, the Purchaser acquires additional shares
of Common Stock aggregating more than 2% of the total number of shares
outstanding on October 9, 1996, and more than 1% of those shares has been
acquired for a price in excess of $8.25 per share, then the Purchaser will pay
to LS Holding an amount equal to 1,586,157 times the difference between the
highest per share price paid by the Purchaser during such period and $8.25.
Under the Sale Agreement, LS Holding also assigned to the Purchaser any rights
LS Holding had under the Registration Rights Agreement. No other transactions in
the Common Stock have been effected during the past 60 days by the Reporting
Persons.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock which were beneficially owned by the Reporting Persons.
(e) Upon closing on October 15, 1996 of the sale described in Item
5(c) above, LS Holding and CIGNA ceased to be the beneficial owners of more than
5% of the outstanding shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The following paragraph is added at the end of Item 6:
The information provided in Item 5 above relating to the Sale
Agreement is incorporated herein by reference. Upon closing of the sale
described in Item 5 above, the Voting Agreement ceased to be in effect.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following paragraph is added at the end of Item 7:
Exhibit G -- Letter agreement dated October 9, 1996, between L. S.
Holding Company and Kaiser-Francis Oil Company.
Page 4 of 18
<PAGE> 5
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: October 15, 1996
CIGNA CORPORATION
By: /s/ Kathryn Pietrowiak
-----------------------------------
Name: Kathryn Pietrowiak
Title: Assistant Corporate Secretary
L.S. HOLDING COMPANY
By: /s/ William C. Hartman
-----------------------------------
Name: William C. Hartman
Title: President
Page 5 of 18
<PAGE> 6
Set out below is the text of the Original Statement as amended by Amendment No.
1.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.01 par value per share (the
"Common Stock"), of PetroCorp Incorporated, a Texas corporation (the "Issuer").
The principal executive offices of the Issuer are located at 16800 Greenspoint
Park Drive, Suite 300, North Atrium, Houston, Texas 77060-2391.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by CIGNA Corporation ("CIGNA") and L.S.
Holding Company ("LS Holding" and together with CIGNA the "Reporting Persons"),
each of which is a Delaware corporation. CIGNA is the indirect parent of LS
Holding, which is the direct owner of more than 5% of the issued and outstanding
shares of Common Stock.
The address of the principal business and principal office of CIGNA is One
Liberty Place, 1650 Market Street, Philadelphia, Pennsylvania 19192. The address
of the principal business and principal office of LS Holding is One Beaver
Valley Road, Wilmington, Delaware 19850. The principal business of CIGNA is to
act as a holding company for various subsidiaries which provide insurance,
health care and financial services, and the principal business of LS Holding is
ownership of its investment in the Issuer.
The name, residence or business address, citizenship, present principal
occupation or employment, and the name and address of any corporation or other
organization in which such employment is conducted of each director and
executive officer of CIGNA and LS Holding, respectively, are set forth on
Schedule 1 attached hereto and incorporated herein by reference.
To the best of CIGNA's and LS Holding's knowledge, during the last five
years, none of CIGNA, LS Holding or any person listed on Schedule 1 has been (i)
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration for LS Holding's acquisition of shares of Common Stock
was the general partnership interest described in Item 4 below, which
description is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock owned directly by LS Holding were acquired by
LS Holding prior to the time that the Common Stock became a class of equity
securities registered pursuant to the Securities Exchange Act of 1934, as
amended (the "Act"). On October 1, 1992, the Issuer issued 2,961,157 shares of
its Series B Common Stock (the "Series B Shares") to LS Holding as part of a
transaction in which the Issuer changed its legal form from a general
partnership to a corporation and simultaneously acquired oil and gas assets
from, and assumed certain liabilities of, Park Avenue Exploration Corporation
("Park"), a wholly-owned subsidiary of USF&G Corporation ("USF&G"), in exchange
for common stock. The Series B Shares were issued to LS Holding in exchange for
its 83.8% interest in the predecessor general partnership (of which LS Holding
was one of two founding partners in l986) and constituted approximately 45%
ownership of the Issuer.
The Series B Shares subsequently were redesignated shares of Common Stock
in connection with the Issuer's initial public offering (the "IPO"), and 550,000
of such shares were sold by LS Holding concurrently with the consummation of the
IPO on November 5, 1993, reducing its ownership percentage to approximately 28%.
Page 6 of 18
<PAGE> 7
On January 18, 1994, LS Holding completed the sale of an aggregate 825,000
shares of Common Stock to five limited partnerships (defined below as the Funds)
managed by First Reserve Corporation ("First Reserve") for a total consideration
of $8,662,500. This sale was made pursuant to a Stock Purchase Agreement dated
December 16, 1993 (the "Stock Purchase Agreement"), among USF&G, Park, CIGNA, LS
Holding, American Gas & Oil Investors ("Fund I"), AmGO II ("Fund II"), First
Reserve Fund V, Limited Partnership ("Fund V"), First Reserve Fund V-2, Limited
Partnership ("Fund V-2"), First Reserve Fund VI, Limited Partnership ("Fund VI",
and together with Fund I, Fund II, Fund V and Fund V-2 the "Funds") and the
Issuer.
It was a condition to closing under the Stock Purchase Agreement that the
Board of Directors of the Issuer (the "Board") be expanded to consist of ten
directors including two designees each of (i) the Funds (one designee to be
selected by each of Fund V-2 and Fund VI), (ii) Park and (iii) LS Holding, and
that each of the committees of the Board include at least one designee of each
such designating party. Two individuals designated by LS Holding (James W. Spann
and Ruth D. Van Winkle), who were elected to the Board and appointed to various
Board committees immediately prior to the consummation of the IPO, continue to
serve in such capacities. Ms. Van Winkle is a Class II director whose term
expires at the Issuer's annual meeting in 1995 and a member of the Board's audit
committee, and Mr. Spann is a Class III director whose term expires at the
Issuer's annual meeting in 1996 and a member of the Board's nominating and
compensation committees. Pursuant to a Board resolution effective on January 18,
1994 upon the closing under the Stock Purchase Agreement, two new directors
designated by the Funds were elected to the Board and one of these new directors
was added to each of the committees of the Board.
Also as a condition to closing under the Stock Purchase Agreement, USF&G,
Park, United States Fidelity and Guaranty Company, a wholly-owned subsidiary of
USF&G ("USF&G Company"), CIGNA, LS Holding, First Reserve and the Funds entered
into a Voting Agreement dated January 18, 1994 (the "Voting Agreement"),
pursuant to which each of USF&G, CIGNA and First Reserve agreed to vote all
shares of voting stock of the Issuer beneficially owned by it, if any, and cause
those of its affiliates to be likewise voted, to elect one designee of each such
party as a director of the Issuer for so long as such party, together with its
affiliates, beneficially owns at least 10% of the outstanding voting stock of
the Issuer. In addition, each of USF&G, CIGNA and First Reserve agreed to use
its reasonable efforts (as such term is defined in the Voting Agreement), and to
cause its affiliates to use their reasonable efforts, to cause the Board to
include such designees. The Voting Agreement ceases to be binding upon a party
thereto when such party, together with its affiliates, ceases to beneficially
own at least 10% of the voting stock of the Issuer. A copy of the Voting
Agreement is filed as Exhibit A hereto and incorporated herein by reference.
In connection with and as a condition to closing under the Stock Purchase
Agreement, LS Holding, Park, USF&G Company and the Issuer also terminated a
voting agreement which had been entered into effective immediately prior to the
consummation of the IPO pursuant to which (i) the Issuer, subject to the
fiduciary duties of the Board, was required to nominate for election by the
Issuer's shareholders to the Board a designee of each of LS Holding and Park
each year that the term of a director designated by such shareholder was to
expire and to appoint one designee of each of LS Holding and Park to each
committee of the Board; (ii) each of LS Holding and Park was required to vote
for the other's nominees; and (iii) the initial number of Board designees of
each of LS Holding and Park was two and was subject to reduction as the
ownership percentage of such shareholder decreased. A copy of the Agreement
Regarding Termination of Voting Agreement dated as of January 18, 1994 is filed
as Exhibit B hereto and incorporated herein by reference.
Except as described above, the Reporting Persons do not have any present
plans or proposals which relate to or would result in a transaction, change or
event of a type specified in clauses (a) through (j) of Item 4 of the Schedule
13D form. LS Holding intends to evaluate its investment in the Common Stock on a
continuing basis and, depending upon certain factors including general economic
and financial conditions, may in the future decide to dispose of all or a
portion of its holdings of Common Stock. For internal management and asset
control purposes of CIGNA, the shares of Common Stock held by LS Holding may be
transferred from LS Holding to another subsidiary or indirect subsidiary of
CIGNA.
James W. Spann, a designee of LS Holding and CIGNA under the Stock
Purchase Agreement and the Voting Agreement, resigned from the Board of
Directors of the Issuer ("Board") effective August 25, 1995. In accordance with
the provisions of the Voting Agreement, CIGNA has named Ruth D. Van Winkle its
designee for inclusion on the Board pursuant to the Voting Agreement. Ms. Van
Winkle currently serves as a Class II Board member, having been last elected to
such position at the Issuer's annual meeting held on May 11, 1995.
Page 7 of 18
<PAGE> 8
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) On the date hereof, LS Holding is the direct owner of 1,586,157 shares
of Common Stock, constituting approximately 18.5% of the shares of Common Stock
outstanding, based on 8,584,519 shares of Common Stock reported outstanding in
the Issuer's prospectus dated October 28, 1993 (the "Prospectus"). CIGNA,
through its indirect ownership of LS Holding may also be deemed to be the
beneficial owner of such shares of Common Stock owned by LS Holding.
Upon execution of the Voting Agreement on January 18, 1994, a group
consisting of the Reporting Persons and the other parties thereto may be deemed
to have been formed pursuant to Rule 13d-5(b)(1) promulgated under the Act. On
the date hereof, such parties would be deemed to beneficially own an aggregate
of 5,438,157 shares of Common Stock, or approximately 63.4% of the foregoing
total number of shares of Common Stock reported outstanding in the Prospectus.
The Reporting Persons believe, based upon information provided to them by USF&G
and First Reserve, that the number of shares of Common Stock and percentage of
shares of Common Stock outstanding beneficially owned by each of the parties to
the Voting Agreement other than the Reporting Persons are as follows:
<TABLE>
<CAPTION>
Percentage of Shares
Number of Outstanding on
Shares January 18, 1994
--------- --------------------
<S> <C> <C>
Fund I 96,407 1.1%
Fund II 96,407 1.1%
Fund V 257,726 3.0%
Fund V-2 182,606 2.1%
Fund VI 1,487,854 17.3%
First Reserve 2,121,000 24.7%
USF&G 1,731,000 20.2%
Park 873,000 10.2%
USF&G Company 858,000 10.0%
</TABLE>
An additional 2,809 shares of Common Stock were held as of December 31,
1993, for the account of Connecticut General Life Insurance Company ("CGLIC"),
an indirect wholly-owned subsidiary of CIGNA, in a trust fund maintained by an
unaffiliated trust company. Neither CGLIC nor CIGNA currently has or shares
voting or dispositive control with respect to such shares, and CIGNA disclaims
beneficial ownership of such shares.
(b) LS Holding has the sole power to vote, direct the vote, dispose of and
direct the disposition of the 1,586,157 shares of Common Stock owned by it.
CIGNA, through its indirect ownership of LS Holding, may also be deemed to have
such powers with respect to the shares of Common Stock owned by LS Holding.
(c) No transactions in the Common Stock were effected during the past
sixty days by either of the Reporting Persons or any of the persons listed on
Schedule 1 other than the sale of shares of Common Stock pursuant to the Stock
Purchase Agreement.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Stock Purchase Agreement, the Funds purchased the
following numbers of shares of Common Stock for the following amounts of
consideration, in equal parts from each of Park and LS Holding (or their
respective successors and assigns under the Stock Purchase Agreement): (i) Fund
I and Fund II each purchased 75,000 shares for $787,500; (ii) Fund V purchased
200,500 shares for $2,105,250; (iii) Fund V-2 purchased 142,100 shares for
$1,492,050; and (iv) Fund VI purchased 1,157,400 shares for $12,152,700. In the
Page 8 of 18
<PAGE> 9
aggregate, the Funds purchased 1,650,000 shares of Common Stock for total
consideration of $17,325,000 pursuant to the Stock Purchase Agreement, and the
transfer of such shares of Common Stock to the Funds took place on January 18,
1994. A copy of the Stock Purchase Agreement is filed as Exhibit C hereto and
incorporated herein by reference.
The information provided in Item 4 above relating to the Voting Agreement
and to the Agreement Regarding Termination of Voting Agreement is incorporated
herein by reference.
Pursuant to an Underwriting Agreement dated October 28, 1993 (the
"Underwriting Agreement"), among the Issuer, Park, LS Holding, and Oppenheimer &
Co., Inc., PaineWebber Incorporated and Jefferies & Company, Inc., as
representatives (the "Representatives") of the several underwriters named on
Schedule I thereto, LS Holding agreed to not sell, contract to sell, or
otherwise dispose of any equity securities of the Issuer for a period of 180
days from October 28, 1993, without the prior written consent of the
Representatives (which consent was obtained with respect to the sale of shares
of Common Stock pursuant to the Stock Purchase Agreement). A copy of the
Underwriting Agreement is filed as Exhibit D hereto and incorporated herein by
reference.
Pursuant to a Registration Rights Agreement dated August 24, 1993 and
effective November 5, 1993, between the Issuer and LS Holding, LS Holding has
the right, subject to certain terms and conditions, to require the Issuer to
register its shares of Common Stock for sale and to "piggy-back" on any
registration of shares of Common Stock by the Issuer. A copy of such
Registration Rights Agreement is filed as Exhibit E hereto and incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Voting Agreement dated as of January 18, 1994, among USF&G
Corporation, Park Avenue Exploration Corporation, United States Fidelity and
Guaranty Company, CIGNA Corporation, L.S. Holding Company, American Gas & Oil
Investors, AmGo II, First Reserve Fund V, Limited Partnership, First Reserve
Fund V-2, Limited Partnership, First Reserve Fund VI, Limited Partnership and
First Reserve Corporation.
Exhibit B -- Agreement Regarding Termination of Voting Agreement, dated as
of January 18, 1994, among PetroCorp Incorporated, Park Avenue Exploration
Corporation, L.S. Holding Company and United States Fidelity and Guaranty
Company.
Exhibit C -- Stock Purchase Agreement dated as of December 16, 1993, among
USF&G Corporation, Park Avenue Exploration Corporation, CIGNA Corporation, L.S.
Holding Company, American Gas & Oil Investors, AmGO II, First Reserve Fund V,
Limited Partnership, First Reserve Fund V-2, Limited Partnership, First Reserve
Fund VI, Limited Partnership, and PetroCorp Incorporated.
Exhibit D -- Underwriting Agreement dated October 28, 1993, among
PetroCorp Incorporated, Park Avenue Exploration Corporation, L.S. Holding
Company and Oppenheimer & Co., Inc., PaineWebber Incorporated and Jefferies &
Company, Inc., as representatives of the several underwriters named on Schedule
I thereto.
Exhibit E -- Registration Rights Agreement dated August 24, 1993, between
L.S. Holding Company and PetroCorp Incorporated.
Exhibit F -- Joint Filing Agreement dated January 26, 1994, between CIGNA
Corporation and L.S. Holding Company.
Page 9 of 18
<PAGE> 10
SCHEDULE I
CIGNA CORPORATION
I. Directors (all of whom are citizens of the USA):
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Principal Business Address Employer
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert P. Bauman SmithKline Beecham Chief Executive,
One New Horizons Court SmithKline Beecham
Brentford
Middlesex, TW8 9EP England
Evelyn Berezin 10 Tinker Lane Venture Capital Consultant
East Setauket, NY 11733
Robert H. Campbell Sun Company, Inc. Chairman, President, CEO,
1801 Market Street Sun Company, Inc.
Philadelphia, PA 19103
Alfred C. DeCrane, Jr. Texaco, Inc. Chairman, CEO,
2000 Westchester Avenue Texaco, Inc.
White Plains, NY 10650
James F. English, Jr. c/o Carol J. Ward President Emeritus,
Corporate Secretary Trinity College
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192-1550
Frank S. Jones c/o Carol J. Ward Ford Professor of Urban
Corporate Secretary Affairs, Emeritus
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192-1550
Robert D. Kilpatrick Suite 1208 Retired Chairman of the
James Center III Board
1051 East Carey Street CIGNA Corporation
Richmond, VA 23219
Gerald D. Laubach, Ph.D. c/o Carol J. Ward Retired President,
Corporate Secretary Pfizer, Inc.
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192-1550
</TABLE>
Page 10 0f 18
<PAGE> 11
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Principal Business Address Employer
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Marilyn W. Lewis American Waterworks Company Chairman,
Two East Main Street American Waterworks
Strasburg, PA 17579 Company
Paul F. Oreffice The Dow Chemical Company Retired Chairman,
2030 Willard H. Dow Center The Dow Chemical
Midland, MI 48674 Company
Charles R. Shoemate CPC International Inc. Chairman, CEO,
International Plaza CPC International Inc.
Englewood Cliffs, NJ 07632
Louis W. Sullivan, MD Morehouse School of Medicine President,
720 Westview Drive Morehouse School
Atlanta, GA 30314 of Medicine
Wilson H. Taylor CIGNA Corporation Chairman, CEO,
One Liberty Place CIGNA Corporation
1650 Market Street
Philadelphia, PA 19192-1550
Hicks B. Waldron c/o Carol J. Ward Retired Chairman,
Corporate Secretary Avon Products, Inc.
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192-1550
Ezra K. Zilkha Zilkha & Sons, Inc. President,
30 Rockefeller Plaza Zilkha & Sons, Inc.
Room 4220
New York, NY 10112-0153
</TABLE>
Page 11 of 18
<PAGE> 12
II. Executive Officers (all of whom are citizens of the USA):
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Principal Business Address Employer
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Wilson H. Taylor One Liberty Place Chairman, CEO
1650 Market Street
Philadelphia, PA 19192-1550
Lawrence P. English 900 Cottage Grove Road President,
Bloomfield, CT 06002 CIGNA HealthCare
H. Edward Hanway Two Liberty Place President -
1601 Chestnut Street CIGNA International -
Philadelphia, PA 19192-2531 Property and Casualty
Gerald A. Isom Two Liberty Place President -
1601 Chestnut Street CIGNA Property and
Philadelphia, PA 19192-2561 Casualty
John K. Leonard Two Liberty Place President -
1601 Chestnut Street CIGNA Group Insurance
Philadephia, PA 19192-2230
Donald M. Levinson One Liberty Place Executive Vice President
1650 Market Street
Philadelphia, PA 19192-1550
Byron D. Oliver Metro Center President -
350 Church Street CIGNA Retirement &
Hartford, CT 06104 Investment Services
Arthur C. Reeds 900 Cottage Grove Road President -
Bloomfield, CT 06002 CIGNA Investment
Management
James G. Stewart One Liberty Place Executive Vice President
1650 Market Street and Chief Financial Officer
Philadelphia, PA 19192-1550
Gary A. Swords Two Liberty Place Vice President,
1601 Chestnut Street, TLP11 Chief Accounting Officer
Philadelphia, PA 19192-2116
Goerge R. Trumbull 900 Cottage Grove Road President -
Bloomfield, CT 06002 Individual Insurance
Thomas J. Wagner One Liberty Place Executive Vice President
1650 Market Street and General Counsel
Philadelphia, PA 19192-1550
</TABLE>
Page 12 of 18
<PAGE> 13
L. S. HOLDING COMPANY
I. Directors (all of whom are citizens of the USA):
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Principal Business Address Employer
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Barry Alan Beroth 900 Cottage Grove Road Assistant Vice President
Bloomfield, CT 06002 CIGNA Investment
Management
William C. Hartman One Beaver Valley Road Assistant Vice President
Wilmington, DE 19850 Corporate Accounting
CIGNA Corporation
David C. Kopp 900 Cottage Grove Road Assistant Corporate
Bloomfield, CT 06002 Secretary and Assistant
General Counsel
CIGNA Corporation
Paul Bourne Lukens One Beaver Valley Road Consultant -
Wilmington, DE 19850 Self-employed
Paul Henry Rohrkemper One Liberty Place Senior Vice President and
1650 Market Street Treasurer
Philadelphia, PA 19192 CIGNA Corporation
Carol Jean Ward One Liberty Place Corporate Secretary
1650 Market Street CIGNA Corporation
Philadelphia, PA 19192-1550
</TABLE>
II. Executive Officers (all of whom are citizens of the USA):
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Principal Business Address Employer
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
William C. Hartman One Beaver Valley Assistant Vice President
Wilmington, DE 19850 Corporate Accounting
CIGNA Corporation
Samual E. LaRosa One Beaver Valley Director,
Wilmington, DE 19850 Corporate Accounting
CIGNA Corporation
Maureen H. Ryan One Beaver Valley Assistant Director,
Wilmington, DE 19850 Manager-Delaware
Treasury
CIGNA Corporation
</TABLE>
Page 13 of 18
<PAGE> 14
L.S. HOLDING COMPANY Exhibit G
One Beaver Valley Road
Wilmington, DE 19850
Tel: (302) 479-6212 Fax: (302) 479-6618
October 9 , 1996
Kaiser-Francis Oil Company
P.O. Box 21468
Tulsa, Oklahoma 74121-1468
Attn: Mr. Gary R Christopher
Dear Sirs:
L.S. Holding Company ("LHS") for and in consideration of the agreements set
forth herein, agrees with Kaiser-Francis Oil Company ("KFOC") as follows:
1. Purchase of Shares by KFOC. Subject only to Section 2 below, LHS shall sell
and deliver to KFOC, and KFOC shall purchase from LHS, 1,586,157 shares (the
"LHS Shares") of the common stock par value $.01 per share, ("PETR Shares") of
PetroCorp Incorporated, a Texas corporation ("PETR"), representing all of the
shares of PETR owned of record and beneficially by LHS at a price of $8.25 per
share in cash for an aggregate cash consideration of $13,085,795.25 (such
amount, the "Purchase Price"). KFOC shall pay the Purchaser Price by wire
transfer of immediately available funds to such bank in the United States of
America as LHS shall designate reasonably in advance of the payment date against
delivery of the stock certificates properly representing the LHS Shares together
with an assignment of the LHS Shares to KFOC in usual and customary form
satisfactory to cause the LHS Shares to be transferred to KFOC on the books and
records of PETR free and clear of all liens, claims, restrictions, and
encumbrances except the restrictions arising under that certain Registration
Rights Agreement dated as of August 24, 1993 between PETR and LHS (the
"Registration Rights Agreement") and any restrictions on transfer under
applicable securities law. Such closing of the purchase by, and the sale to,
KFOC shall take place as soon as reasonably practicable when and where the
parties mutually agree and, failing such agreement, at the offices of KFOC at
10:00 AM Tulsa Local Time on 18 October 1996 (the "Closing").
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2. Excess Amount. In the event that during the period commencing on the date
hereof and ending on July 26, 1997 (the "Price Protection Period") (i) KFOC
acquires at any time, or from time to time, in any transaction or series of
transactions (whether privately negotiated, over-the-counter, or pursuant to a
tender offer or other transaction involving the holders of PETR Shares)
additional PETR Shares aggregating more than two percent (2%) of the total
number of PETR Shares outstanding on the date hereof and (ii) more than one
percent (1%) of the outstanding PETR Shares have been acquired by KFOC for a
price that exceeds $8.25 per share, then KFOC shall pay to LHS the "Excess
Amount," The "Excess Amount" is defined as the product of (i) the highest price
per share paid by KFOC for a PETR Share in any such transaction during the Price
Protection Period (the "Excess Price") less $8.25 and (ii) 1,587,157. The Excess
Amount shall be paid in cash to LHS not later than five business days following
the date of any transaction requiring the payment of the Excess Amount. In the
event that, following payment of any Excess Amount KFOC thereafter acquires
during the Price Protection period additional PETR Shares at a price that is
higher than the Excess Price used for calculating the Excess Amount, then the
Excess Amount shall be recalculated using such higher Excess Price and the
difference shall be forwarded to LHS not later than five business days following
the date of any transaction requiring the payment of such higher Excess Amount.
3. Registration Rights Agreement. Subject only to the Closing, LHS hereby
assigns to KFOC all rights LHS may have under, and KFOC hereby agrees to be
bound by, the Registration Rights Agreement. LHS hereby represents and warrants
that the Registration Rights Agreement has not been amended, modified or
terminated by the parties thereto, provides that LHS may assign its rights
thereunder to a third party which purchases all of the LHS Shares and agrees to
be bound by the terms of the Registration Rights Agreement, and LHS has fully
performed all of its obligations arising under the Registration Rights
Agreement.
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4. Representations, Warranties and Covenants.
(a) LHS represents and warrants to KFOC that (i) LHS is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all requisite corporate power and
authority to execute and deliver this agreement; (ii) its execution and delivery
of this agreement and its consummation of the transactions contemplated hereby
have been duly and validly authorized by its Board of Directors and its sole
shareholder and no other corporate proceedings are necessary to authorize this
agreement or to consummate the transactions contemplated by this agreement; and
(iii) this agreement has been duly and validly executed and delivered by LHS
and, assuming due authorization, execution and delivery by KFOC, constitutes the
valid and binding agreement of LHS, enforceable against LHS in accordance with
its terms, except that such enforceability (x) may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting or relating to
enforcement of creditors' rights generally and (y) is subject to general
principles of equity.
(b) LHS represents, warrants and covenants to KFOC that (i) the LHS
Shares are and on the date of sale to KFOC will be owned beneficially and of
record by LHS; (ii) LHS has and on the date of sale to KFOC will have good and
valid title to the LHS Shares, free and clear of all claims, liens,
encumbrances, restrictions, security interests and charges of any nature
whatsoever, including without limitation any preemptive right or right of first
refusal or first offer of any party, excepting only the Voting Agreement dated
as of January 18, 1994 among LHS, USF&G Corporation, First Reserve Corporation
and various affiliates of such parties, any restrictions on transfer under
applicable securities law, and the restrictions arising under the Registration
Rights Agreement; and (iii) upon the transfer by LHS to KFOC of the LHS Shares,
and the registration of such shares in KFOC's name in the stock records of PETR,
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KFOC shall acquire all the rights of LHS in such shares, free of any adverse
claim or any lien in favor of LHS or any other person, except the restrictions
arising under the Registration Rights Agreement and applicable securities law.
(c) KFOC represents, warrants and covenants to LHS that (i) KFOC has
on or before the date hereof made its own independent investment decision with
respect to entering into this agreement and consummating the transactions
contemplated hereby and has not relied upon information provided by LHS in
reaching such conclusions; (ii) KFOC will not sell or otherwise dispose of the
shares to be purchased by it pursuant to this agreement except in compliance
with applicable securities laws; and (iii) KFOC has all requisite corporation
power and authority to execute, deliver and perform this agreement, such
execution, delivery and performance have been duly and validly authorized by all
necessary corporate proceedings, and this agreement has been duly and validly
executed and delivered by KFOC.
5. Further Undertakings. KFOC and LHS will execute such documents and
instruments as may be necessary or desirable to effect the transfer of the
shares to be purchased by KFOC hereunder.
6. Entire Agreement; Counterparts. This agreement represents our entire
understanding, and supersedes in all respects all other prior letters and
understandings between us, with respect to the subject matter hereof. This
agreement may be executed in two counterparts, each of which shall be deemed to
be an original, but both of which shall constitute one and the same agreement.
This agreement may be executed and delivered by facsimile transmission of a
signed counterpart.
7. Confidentiality. Except as required by applicable law, neither of us shall
disclose the terms or existence of this agreement to any person other than our
respective affiliates or PETR without the consent of the other.
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8. Governing Law. This agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, United States
of America.
If this letter accurately reflects your understanding of our agreement, kindly
sign and return a copy of this letter to the undersigned, whereupon it shall be
a binding agreement between us.
Very truly yours,
L.S. Holding Company
By: /s/ William C. Hartman
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Name: William C. Hartman
---------------------------
Title: President
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Agreed and Acknowledged:
Kaiser-Francis Oil Company
By: /s/ Gary R. Christopher
- ------------------------------
Name: Gary R. Christopher 10-9-96
Title: Acquisitions Coordinator
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