<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
INLAND RESOURCES INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
457469 20 3
-----------------------------------
(CUSIP Number)
Julia Heintz Murray, General Counsel - Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street
Houston, TX 77002
(713) 853-4794
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 6, 1998
-----------------------------------
(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 of 8
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CUSIP NO. 457469 20 3 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joint Energy Development Investments Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK 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
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 457469 20 3 PAGE 3 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joint Energy Development Investments II Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK 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
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 864,612 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
864,612 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
864,612 shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.37%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
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CUSIP NO. 457469 20 3 PAGE 4 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enron Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 864,612 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
864,612 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
864,612 shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.37%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 5
THIS AMENDMENT NO. 1 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF
THE REPORTING PERSONS WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31,
1997, WHICH IS HEREBY AMENDED AS FOLLOWS:
Item 1. Security and Issuer:
This statement relates to the Common Stock, par value $.001 per share
(the "Common Stock"), of Inland Resources Inc., a Washington corporation (the
"Issuer"). The address of the principal executive office of the Issuer is 475
17th Street, Denver, Colorado 80202.
Item 2. Identity and Background:
This statement is being filed by (i) Joint Energy Development
Investments Limited Partnership, a Delaware limited partnership ("JEDI"), which
is engaged primarily in the business of investing in and managing certain energy
related assets, (ii) Joint Energy Development Investments II Limited
Partnership, a Delaware limited partnership ("JEDI II"), which is engaged
primarily in the business of investing in and managing certain energy related
assets, and (iii) Enron Corp., an Oregon corporation (" Enron"), which is an
integrated natural gas and electricity company that engages, primarily through
subsidiaries, in the transportation and wholesale marketing of natural gas, the
exploration for and production of natural gas and crude oil, the production,
purchase, transportation and worldwide marketing and trading of natural gas
liquids, crude oil and refined petroleum products, and the purchasing and
marketing of electricity and other energy-related commitments. JEDI, JEDI II and
Enron are referred to herein as the "Reporting Entities." Additional entities
that may be deemed to be control persons of JEDI are (a) Enron Capital
Management Limited Partnership, a Delaware limited partnership and the general
partner of JEDI ("ECMLP"), whose principal business is to manage oil and gas
related investments, (b) Enron Capital Corp., a Delaware corporation and the
general partner of ECMLP ("ECC"), whose principal business is to manage oil and
gas related investments and (c) Enron Capital & Trade Resources Corp., a
Delaware corporation ("ECT"), whose principal business is the purchase of
natural gas, gas liquids and power through a variety of contractual arrangements
and marketing these energy products to local distribution companies, electric
utilities, cogenerators and both commercial and industrial end users. ECT also
provides risk management services. ECC is a wholly owned subsidiary of ECT and
an indirect, wholly owned subsidiary of Enron. Additional entities that may be
deemed to be control persons of JEDI II are (a) Enron Capital Management II
Limited Partnership, a Delaware limited partnership and the general partner of
JEDI II ("ECMLP II"), whose principal business is to manage oil and gas related
investments, (b) Enron Capital II Corp., a Delaware corporation and the general
partner of ECMLP II ("ECC II"), whose principal business is to manage oil and
gas related investments, and ECT. ECC II is a wholly owned subsidiary of ECT and
an indirect, wholly owned subsidiary of Enron.
The address of the principal business office of JEDI, JEDI II, ECMLP,
ECMLP II, ECC, ECC II, ECT and Enron is 1400 Smith Street, Houston, Texas 77002.
Schedule I attached hereto sets forth certain additional information with
respect to each director and each executive officer of ECC, ECC II and Enron.
The filing of this statement on Schedule 13D shall not be construed as an
admission that Enron, ECT, ECC, ECC II, ECMLP, ECMLP II, or any person listed on
Schedule I hereto is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this statement.
None of the Reporting Entities, nor to their knowledge, ECMLP, ECMLP
II, ECC, ECC II or ECT or any person listed on Schedule I hereto, has been,
during the last five years (a) convicted of any criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) 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, U.S. federal or state securities laws or finding any violations with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration:
On July 21, 1997, JEDI purchased 100,000 shares of the Issuer's Series
C Cumulative Convertible Preferred Stock (the "Preferred Stock") for
consideration consisting of $10,000,000 in cash. The source of the $10,000,000
consideration paid to the Issuer for the Preferred Stock was working capital on
hand.
Page 5 of 8
<PAGE> 6
Item 4. Purpose of Transaction:
The transactions described in Item 3 above occurred as a result of
negotiated transactions with the Issuer. The securities acquired by JEDI were
acquired for investment purposes. Pursuant to the Conveyance, Assignment and
Bill of Sale between JEDI and JEDI II (the "Assignment Agreement"), effective as
of January 5, 1998, JEDI transferred the 100,000 shares of Preferred Stock it
purchased from the Issuer to JEDI II. The Assignment Agreement is incorporated
herein by reference to Exhibit 5. JEDI II intends to review its investment in
the Issuer on a continuing basis and, depending upon the price of, and other
market conditions relating to, the Common Stock, subsequent developments
affecting the Issuer, the Issuer's business and prospects, other investment and
business opportunities available to JEDI II, general stock market and economic
conditions, tax considerations and other factors deemed relevant, may decide to
increase or decrease the size of its investment in the Issuer.
Each share of Preferred Stock is convertible, at any time at the option
of the holder, into that number of shares of the Issuer's Common Stock that is
equal to the "Redemption Price" per share of $100.00, plus accrued and unpaid
dividends as of the date of conversion, divided by the "Conversion Price" per
share of $12.00 (which Conversion Price per share is subject to antidilution
adjustments). Accordingly, the 100,000 shares of Preferred Stock were,
immediately upon issuance thereof, convertible into 833,333 shares of the
Issuer's Common Stock.
The Preferred Stock accrues dividends at the rate of $10.00 per share
per annum, which dividends are cumulative and accrue on a daily basis.
Additional dividends accrue on the amount of dividends accrued but unpaid,
whether or not declared, compounding quarterly, at the rate of 10% per annum.
Dividends are payable only in connection with the liquidation, dissolution or
winding up of the Issuer, or in connection with a redemption of the Preferred
Stock. On the earlier of (i) the later of (a) July 1, 2005 and (b) six months
following the date of maturity of certain long-term debt financing obtained by
the Issuer before July 1, 2005 and (ii) January 21, 2008, the Issuer is required
to redeem all outstanding Preferred Stock at the Redemption Price plus accrued
but unpaid dividends. The Issuer may effect such redemption in cash, or at its
election, in that number of shares of its Common Stock with a value equal to the
Redemption Price plus accrued but unpaid dividends. For purposes of calculating
the number of shares of Common Stock issuable in such a redemption, the Issuer's
Common Stock is valued at 80% of its average price over the five-day trading
period ending immediately prior to the date of issuance of Common Stock in such
a redemption.
In connection with the transactions described in Item 3 above, the
Issuer granted to JEDI, and JEDI transferred to JEDI II pursuant to the
Assignment Agreement, the right (the "Maintenance Right") to purchase a pro rata
share of capital stock, or securities convertible into or exercisable or
exchangeable for capital stock, that is issued or sold by the Issuer (except,
among other transactions, in public offerings and certain acquisitions). The
Maintenance Right is intended to permit JEDI II to maintain its proportionate
equity ownership in the Issuer.
Each share of Preferred Stock is entitled to vote on all matters and is
entitled to that number of votes per share equal to the number of shares of
Common Stock into which such share of Preferred Stock is then convertible.
Additionally, holders of the Preferred Stock, acting separately as a class, have
the right to elect the greater of one, or a proportionate number rounded down to
the nearest whole number based upon the percentage of Common Stock into which
the Preferred Stock may be converted, of the members of the Board of Directors
of the Issuer. Additionally, holders of Preferred Stock vote as a class on (i)
any amendment, by merger or otherwise, to the terms of the Preferred Stock or
other terms of the Articles of Incorporation of the Issuer if such amendment
would adversely affect any right, preference, privilege or voting right of the
Preferred Stock, (ii) authorization or issuance of any securities ranking in
parity with or prior to the Preferred Stock in the payment of dividends,
conversion rights, or the distribution of assets upon liquidation, dissolution
or winding up of the Issuer, and (iii) consummation of any merger, consolidation
or share exchange unless the holders of the Preferred Stock receive or continue
to hold in the surviving corporation the equivalent number of shares, with
substantially equivalent rights and preferences, including priority as to
dividends, distribution of assets upon liquidation, voting and conversion
rights, as the Preferred Stock.
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge, ECMLP, ECMLP II, ECC, ECC II, ECT, or any
person listed on Schedule I hereto, has any plan or proposal that would result
in any of the consequences listed in paragraphs (a) - (j) of Item 4 of Schedule
13D.
Page 6 of 8
<PAGE> 7
Item 5. Interest in Securities of the Issuer:
As of the date of this statement, JEDI II beneficially owns and has the
power to vote and dispose of 100,000 shares of the Preferred Stock, which
represents 864,612 shares, including accrued and unpaid dividends as of such
date, or approximately 9.37 %, of the Issuer's Common Stock outstanding as of
September 30, 1997, as disclosed in the Issuer's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997. Because ECC II is an indirect, wholly
owned subsidiary of Enron, Enron may also be deemed to beneficially own such
shares. Enron disclaims beneficial ownership of all such shares.
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge, ECMLP, ECMLP II, ECC, ECC II, ECT, or any
person listed on Schedule I hereto, has effected any transactions in shares of
Common Stock of the Issuer during the preceding sixty days.
As of January 5, 1998, JEDI ceased to be the beneficial owner of 5% of
the Issuer's Common Stock, when it transferred its entire interest in the Issuer
to JEDI II pursuant to the Assignment Agreement as described above under Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer:
Certain registration rights granted to JEDI by the Issuer, and
transferred to JEDI II pursuant to the Assignment Agreement, are set forth in a
Registration Rights Agreement dated July 21, 1997, which is incorporated herein
by reference to Exhibit 2 of the Schedule 13D filed on July 31, 1997. In
addition, JEDI entered into a Tagalong Agreement dated July 21, 1997 with Pengo
Securities Corp., a stockholder of the Issuer, granting JEDI the right, which
has been transferred to JEDI II pursuant to the Assignment Agreement, to sell a
pro rata portion of the Issuer's Common Stock acquired by JEDI II upon
conversion of its Preferred Stock to any transferee of Pengo in any sale or
transfer to such transferee, in one or a series of related transactions, of a
majority of Pengo's Common Stock of the Issuer. The Tagalong Agreement is
incorporated herein by reference to Exhibit 3 of the Schedule 13D filed on July
31, 1997.
Item 7. Material to be Filed as Exhibits:
* Exhibit 1: Securities Purchase Agreement dated as of July 21,
1997 between the Issuer and JEDI.
* Exhibit 2: Registration Rights Agreement dated as of July 21,
1997 between the Issuer and JEDI.
* Exhibit 3: Registration Rights Agreement dated as of July 21,
1997 between the Issuer and JEDI.
* Exhibit 4: Certificate of Designation of Series C Cumulative
Convertible Preferred Stock of the Issuer.
Exhibit 5: Conveyance, Assignment and Bill of Sale dated as of
January 5, 1998 between JEDI and JEDI II.
- -------------------
* Previously filed.
Page 7 of 8
<PAGE> 8
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 16, 1998 JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED
PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp., its general partner
By: /s/ Peggy B. Menchaca
-----------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 16, 1998 JOINT ENERGY DEVELOPMENT INVESTMENTS II
LIMITED PARTNERSHIP
By: Enron Capital Management II Limited
Partnership, its general partner
By: Enron Capital II Corp., its general
partner
By: /s/ Peggy B. Menchaca
-----------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 16, 1998 ENRON CORP.
By: /s/ Peggy B. Menchaca
-----------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 8 of 8
<PAGE> 9
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director and Managing Director
Kenneth D. Rice U.S.A. Director, Chairman, Chief
Executive Officer and Managing
Director
Gene E. Humphrey U.S.A. President and Managing Director
Andrew S. Fastow U.S.A. Managing Director
Mark E. Haedicke U.S.A. Managing Director and General Counsel
Jeremy M. Blachman U.S.A. Vice President
Richard B. Buy U.S.A. Vice President
Rebecca C. Carter U.S.A. Vice President and Chief Control Officer
William D. Gathmann U.S.A. Vice President, Finance and Treasurer
Robert J. Hermann U.S.A. Vice President, Tax
Clifford P. Hickey U.S.A. Vice President
Peggy B. Menchaca U.S.A. Vice President and Secretary
Kristina M. Mordaunt U.S.A. Vice President and Assistant General Counsel
Julia Heintz Murray U.S.A. Vice President, General Counsel,
Finance and Assistant Secretary
Andrea Vail U.S.A. Vice President
</TABLE>
I-1
<PAGE> 10
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL II CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director
Kenneth D. Rice U.S.A. Director
Gene E. Humphrey U.S.A. President and Managing Director
Andrew S. Fastow U.S.A. Managing Director
Mark E. Haedicke U.S.A. Managing Director and General Counsel
Jeremy M. Blachman U.S.A. Vice President
Richard B. Buy U.S.A. Vice President
Rebecca C. Carter U.S.A. Vice President and Chief Control Officer
William D. Gathmann U.S.A. Vice President, Finance and Treasurer
Robert J. Hermann U.S.A. Vice President, Tax
Clifford P. Hickey U.S.A. Vice President
Peggy B. Menchaca U.S.A. Vice President and Secretary
Kristina M. Mordaunt U.S.A. Vice President and Assistant General Counsel
Julia Heintz Murray U.S.A. Vice President, General Counsel, Finance
Andrea Vail U.S.A. Vice President
</TABLE>
I-2
<PAGE> 11
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
- ------------------------- ----------- -----------------------
<S> <C> <C>
Robert A. Belfer U.S.A. Director
767 Fifth Avenue, 46th Fl. Chairman, President and Chief
New York, NY 10153 Executive Officer,
Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director
USF&G Corporation Chairman, United States Fidelity
6225 Smith Ave. LA0300 and Guaranty Company
Baltimore, MD 21209
Ronnie C. Chan U.S.A. Director
Hang Lung Development Chairman of Hang Lung
Company Limited Development Group
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director
5851 San Felipe, Suite 850 Investments
Houston, TX 77057
Joe H. Foy U.S.A. Director
404 Highridge Dr. Retired Senior Partner,
Kerrville, TX 78028 Bracewell & Patterson, L.L.P.
Wendy L. Gramm U.S.A. Director
P.O. Box 39134 Former Chairman, U.S. Commodity
Washington, D.C. 20016 Futures Trading Commission
Ken L. Harrison U.S.A. Director
121 S. W. Salmon Street Vice Chairman of Enron Corp.
Portland, OR 97204
Robert K. Jaedicke U.S.A. Director,
Graduate School of Business Professor (Emeritus), Graduate
Stanford University School of Business
Stanford, CA 94305 Stanford University
Charles A. Lemaistre U.S.A. Director
13104 Travis View Loop President (Emeritus), University of
Austin, TX 77030 Texas M.D. Anderson Cancer
Center
</TABLE>
I-3
<PAGE> 12
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<S> <C> <C>
Jerome J. Meyer U.S.A. Director
26600 S. W. Parkway Chairman and Chief Executive Officer, Tektronix, Inc.
Building 63; P. O. Box 1000
Wilsonville, OR 97070-1000
John A. Urquhart U.S.A. Director and Vice Chairman of
John A. Urquhart Assoc. Enron Corp.
111 Beach Road President, John A. Urquhart
Fairfield, CT 06430 Associates
John Wakeham U.K. Director
Pinglestone House Former U.K. Secretary of State for
Old Alresford Energy and Leader of the
Hampshire S024 9TB Houses of Commons and Lords
United Kingdom
Charls E. Walker U.S.A. Director
Walker & Walker, LLC. Chairman, Walker & Walker, LLC
10220 River Road, Ste. 105
Potomac, Maryland 20854
Bruce G. Willison U.S.A. Director
4900 Rivergrade Road President and Chief Operating
Irwindale, CA 91706 Officer, Homes Savings of America
Herbert S. Winokur, Jr. U.S.A. Director
Winokur & Associates, Inc. President, Winokur & Associates,
30 East Elm Ct. Inc.
Greenwich, CT 06830
1400 Smith Street
Houston, TX 77002
Kenneth L. Lay U.S.A. Director, Chairman and Chief Executive Officer
Jeffrey K. Skilling U.S.A. Director, President and Chief Operating Officer
J. Clifford Baxter U.S.A. Senior Vice President, Corporate Development
Richard A. Causey U.S.A. Senior Vice President and Chief
Accounting and Information Officer
Edmund P. Segner, III U.S.A. Executive Vice President and Chief of Staff
</TABLE>
I-4
<PAGE> 13
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Senior Vice President and General Counsel
Andrew S. Fastow U.S.A. Senior Vice President, Finance
Stanley C. Horton U.S.A. Chairman and Chief Executive
Officer, Enron Gas Pipeline Group
Rebecca P. Mark U.S.A. Chairman and Chief Executive
Officer, Enron International, Inc.
Thomas E. White U.S.A. Chairman and Chief Executive
Officer, Enron Ventures Corp.
Rodney L. Gray U.S.A. Executive Vice President,
Financial Management, of
Enron International Inc.
</TABLE>
I-5
<PAGE> 1
EXHIBIT 5
CONVEYANCE, ASSIGNMENT AND BILL OF SALE
This Conveyance, Assignment and Bill of Sale ("Assignment"), dated
effective as of 12:00 a.m. Central Standard Time, on January 6, 1998 (the
"Effective Time"), is from Joint Energy Development Investments Limited
Partnership, a Delaware limited partnership ("Assignor"), whose address is 1400
Smith Street, Houston, Texas 77002, to Joint Energy Development Investments II
Limited Partnership, a Delaware limited partnership ("Assignee"), whose address
is 1400 Smith Street, Houston, Texas 77002.
PART I
GRANTING AND HABENDUM CLAUSES
For ten dollars ($10.00) and other good and valuable consideration
(including the consideration referred to in section 1 (a) of that certain
Letter Agreement by and between California Public Employees' Retirement System
and Enron Capital & Trade Resources Corp., dated November 6, 1997), the receipt
and sufficiency of which Assignor hereby acknowledges, Assignor has
transferred, bargained, conveyed, and assigned, and does hereby transfer,
bargain, convey, and assign to Assignee, effective for all purposes as of the
Effective Time, the following assets and properties (collectively, the
"Assets"):
(a) all of the rights, privileges and obligations of
Assignor that relate to that certain $16,000,000 credit facility
created on September 17, 1997, between Assignor, as lender, and Aspect
Resources, LLC, as borrower, including, without limitation, all
rights, privileges and obligations of Assignor under those certain
agreements, contracts, and instruments described on Exhibit A;
(b) 100,000 shares of Series C Cumulative Convertible
Preferred Stock of Inland Resources, Inc., and all dividends accrued
thereon, and all of the rights and privileges of Assignor under those
certain agreements, contracts, and instruments described on Exhibit B;
(c) all of the rights, privileges and obligations of
Assignor that relate to that certain $60,000,000 acquisition financing
facility created on September 30, 1997, between Assignor, as lender,
and Sierra Well Services, Inc., as borrower, including, without
limitation, all rights, privileges and obligations of Assignor under
those certain agreements, contracts, and instruments described on
Exhibit C;
(d) warrants to purchase 175,000 shares of common stock
of TransCoastal Marine Services, Inc., and all of the rights,
privileges and obligations of Assignor that relate to a $60,000,000
secured credit facility and a $15,000,000 subordinate secured credit
facility created on or about October 28, 1997, including, without
limitation, all rights, privileges and obligations of Assignor under
those certain agreements, contracts, and instruments described on
Exhibit D;
(e) the limited partnership interest of Assignor in JEDI
Hydrocarbon Investments II Limited Partnership, a Delaware limited
partnership ("JEDI-H II"), including any interest of Assignor in the
assets of JEDI-H II (which include the interests of JEDI-H II in that
certain Participation Agreement by and between Vastar Resources, Inc.,
and JEDI-H II dated as of July 21, 1997) and all of the rights and
obligations of Assignor under that certain agreement described on
Exhibit E; and
<PAGE> 2
(f) the limited partnership interest of Assignor in
Browning Exploration, L.P., including, without limitation, all rights,
privileges and obligations of Assignor under those certain agreements,
contracts and instruments described on Exhibit F.
TO HAVE AND TO HOLD, subject to the terms, exceptions and other
provisions herein stated, the Assets unto Assignee, its successors and assigns,
forever.
PART II
REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows:
2.1 ORGANIZATION AND GOOD STANDING. Assignor is a limited
partnership that is validly existing and in good standing under the laws of the
State of Delaware and has all requisite partnership power and authority to own
and lease the properties it currently owns and leases and to carry on its
business as such business is currently conducted. Assignor has heretofore
delivered or made available to Assignee true, correct and complete copies of
its charter, bylaws or other applicable organizational documents
("Organizational Documents").
2.2 AUTHORITY; AUTHORIZATION OF ASSIGNMENT. (a) Assignor has full
partnership power and authority to (i) execute and deliver this Assignment and
(ii) consummate the transactions contemplated hereby and perform all the terms
and conditions hereof required to be performed by it. The execution, delivery
and performance by Assignor of this Assignment have been duly authorized by all
requisite partnership action with respect to Assignor. In addition, this
Assignment has been, or will be upon its execution, duly executed and delivered
by Assignor.
(b) This Assignment constitutes a legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
respective terms, except as such enforceability may be limited by bankruptcy,
insolvency or other laws relating to or affecting generally the enforcement of
creditor's rights and general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
2.3 NO VIOLATIONS. Except for consents, approvals or waivers that
have already been obtained, the execution, delivery and performance by Assignor
of this Assignment, and the consummation of the transactions contemplated
hereby, will not:
(a) conflict with, result in a breach of or require the
consent of any person or entity under the Organizational Documents of
Assignor;
(b) violate any provision of any law, statute, ordinance,
decree, requirement, order, judgment, rule or regulation of, including
the terms of any license or permit issued by, any foreign, federal,
state or local governmental authority or any political subdivision or
agency thereof (generally, a "Governmental Authority"), applicable to
or binding upon Assignor or require any filing with, or consent,
authorization or approval from, any Governmental Authority; or
(c) conflict with, result in a breach of, constitute a
default under (without regard to requirements of notice or the lapse
of time or both), require any consent of or notice to a third party
under or give rise to a right to terminate (i) any mortgage,
indenture, loan, credit agreement
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or other agreement or instrument evidencing indebtedness for borrowed
money in excess of $50,000 to which Assignor is a party or by which
Assignor is bound or to which its properties are subject, (ii) any
arbitration award, judgment, decree or order of any Governmental
Authority or arbitral body, as the case may be, to which Assignor is a
party or by which Assignor is bound or to which its properties are
subject, or (iii) any material contract to which Assignor is a party
or by which it is bound.
2.4 TITLE TO ASSETS. All of the Assets are owned by
Assignor free and clear of any mortgage, lien, security interest, pledge, or
other encumbrance ("Encumbrances"), except for:
(a) liens for taxes not due or not delinquent as of the
Effective Time or the validity of which are being contested in good
faith by appropriate actions;
(b) statutory Encumbrances (including mechanics' and
materialmen's liens) securing obligations arising or incurred in the
ordinary course of business for amounts which are not yet delinquent;
and
(c) any other Encumbrances that do not materially
interfere with the owner's right to use and enjoy the affected Asset.
PART III
ASSUMPTION OF OBLIGATIONS BY ASSIGNEE; REPRESENTATIONS AND
WARRANTIES
3.1 ASSUMPTION. Assignee has and by these presents does hereby
fully assume and agrees to perform and discharge timely from and after the
Effective Time all liabilities, duties, and obligations of Assignor that are
attributable to the ownership of Assets, including, without limitation, all
liabilities, duties and obligations of Assignor that arise under the
agreements, contracts, and instruments listed in Exhibits A - F hereto.
2.2. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. Without limiting
the foregoing, Assignee hereby expressly represents and warrants as follows:
(a) Organization and Good Standing. Assignee is a
limited partnership that is validly existing and in good standing
under the laws of the State of Delaware. Assignee has heretofore
delivered or made available to Assignor true, correct and complete
copies of its charter, bylaws or other applicable organizational
documents.
(b) Authority. Assignee has full partnership power and
authority to (i) execute and deliver this Assignment, (ii) consummate
the transactions contemplated hereby and perform all the terms and
conditions hereof required to be performed by it and (ii) perform all
obligations that arise under the agreement listed in Exhibit E hereto.
The execution, delivery and performance by Assignee of this Assignment
have been duly authorized by all requisite partnership action with
respect to Assignee. In addition, this Assignment has been, or will
be upon its execution, duly executed and delivered by Assignee.
(c) No Conflicts. Assignee's authorization, execution,
delivery and performance of this Assignment and of that agreement
listed in Exhibit E hereto do not conflict with any other agreement or
arrangement to which the Assignee is a party or by which it is bound.
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<PAGE> 4
PART IV
MISCELLANEOUS
4.1 LIMITATION OF WARRANTIES. EXCEPT AS SPECIFICALLY SET
FORTH ABOVE, ASSIGNOR HAS NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS,
IMPLIED OR AT COMMON LAW, BY STATUTE, OR OTHERWISE RELATING TO THE ASSETS OR ON
BEHALF OF ASSIGNOR, AND ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE
HEREBY WAIVES (A) ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY, (B) ANY
IMPLIED OR EXPRESSED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (C) ANY
IMPLIED OR EXPRESSED WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS,
(D) ANY CLAIM FOR DAMAGES BECAUSE OF ANY LATENT OR PATENT DEFECTS OR OTHER
DEFECTS, WHETHER KNOWN OR UNKNOWN, AND (E) ANY AND ALL IMPLIED WARRANTIES
EXISTING UNDER APPLICABLE LAW. WITHOUT LIMITING ANY RECOURSE THAT ASSIGNEE MAY
HAVE AGAINST ASSIGNOR FOR BREACH OF THE REPRESENTATIONS AND WARRANTIES SET
FORTH ABOVE, (1) IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO THAT THE
ASSETS BE HEREBY CONVEYED TO ASSIGNEE "AS IS" AND "WHERE IS" AND (2) ANY
REPRESENTATION, WARRANTY OR COVENANT IMPLIED BY THE USE OF THE TERMS "GRANT",
"SELL" AND "CONVEY" OR VARIATIONS THEREOF ARISING BY OPERATION OF LAW OR ANY
OTHER STATUTE IS HEREBY EXPRESSLY DISCLAIMED AND NEGATED. THE PARTIES HERETO
AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE
DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS"
DISCLAIMERS.
4.2 FURTHER ASSURANCES. Assignor and Assignee agree to execute,
acknowledge and deliver to each other all such additional documents and to do
all such other and further acts and things as may be necessary to more fully
and effectively convey and assign to Assignee the Assets conveyed hereby or
intended so to be conveyed. Without limiting the generality of the foregoing,
Assignor and Assignee acknowledge and agree that for recording or other
purposes separate assignment of certain parts of the Assets may be executed.
Such assignments shall be deemed to contain all of the exceptions,
reservations, rights, titles, power and privileges set forth herein as fully as
though they were set forth in each such assignment. The interests conveyed by
such separate assignments are the same, and not in addition to, the Assets
conveyed herein.
4.3 SUCCESSORS AND ASSIGNS. This Assignment shall bind and inure
to the benefit of Assignor and Assignee and their respective successors and
assigns.
4.4 GOVERNING LAW. This Assignment shall be governed by and
interpreted in accordance with the laws of the State of Texas, without regard
to any conflicts of law rule that would direct application of the laws of
another jurisdiction, except to the extent that it is mandatory that the law of
some other jurisdiction, wherein the Assets are located, shall apply.
4.5 EXHIBITS. All Exhibits attached hereto are hereby made a part
hereof and incorporated herein by this reference. References in such Exhibits
to instruments on file in the public records are made for all purposes. Unless
provided otherwise, all recording references in such Exhibits are to the
appropriate records of the county in which the Assets are located.
4.6 CAPTIONS. The captions in this Assignment are for convenience
only and shall not be considered a part of or affect the construction or
interpretation of any provision of this Assignment.
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<PAGE> 5
4.7 COUNTERPARTS. This Assignment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4.8 CONSENTS; RESTRICTION ON ASSIGNMENT. If there are
prohibitions against or conditions to the conveyance of one or more portions of
the Assets without the prior consent of third parties (other than consents of a
ministerial nature which are normally granted in the ordinary course of
business), which, if not satisfied, would give an outside party the right to
terminate any rights of Assignee with respect to such portion of the Assets
(herein called a "Restriction"), then any provisions contained in this
Assignment shall not become effective with respect to such portion of the
Assets unless and until such Restriction is satisfied or waived by the
applicable parties. When, and if, such Restriction is satisfied or waived, the
assignment of such portion of the Assets shall become effective automatically
as of the Effective Time, without the requirement of any further action on the
part of Assignor or Assignee.
4.9 NOTICES. All notices, demands, consents or other
communications of any type (collectively, "Notices") shall be addressed as
follows:
If to Assignee, as follows:
c/o Joint Energy Development Investments II Limited Partnership
1400 Smith Street
Houston, Texas 77002
Telecopier No. (713) 646-8174
Telephone No. (713) 853-6204
Attn: Jeremy M. Blachman, Vice President
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EXECUTED on December 30, 1997, to be effective for all purposes as of
the Effective Time.
ASSIGNOR:
JOINT ENERGY DEVELOPMENT INVESTMENTS
LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp., its general partner
By: /s/ Jeremy M. Blachman
------------------------------------
Jeremy M. Blachman, Vice President
ASSIGNEE:
JOINT ENERGY DEVELOPMENT INVESTMENTS II
LIMITED PARTNERSHIP
By: Enron Capital Management II Limited
Partnership, its general partner
By: Enron Capital II Corp., its general
partner
By: /s/ Jeremy M. Blachman
------------------------------------
Jeremy M. Blachman, Vice President
LIST OF EXHIBITS:
A - Aspect Resources, LLC, Assets
B - Inland Resources, Inc., Assets
C - Sierra Well Services, Inc., Assets
D - TransCoastal Marine Services, Inc., Assets
E - JEDI Hydrocarbon Investments II Limited Partnership Assets
F - Browning Exploration, L.P., Assets
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