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
Report for Event (date of earliest event reported):
PETRO UNION, INC. d/b/a HORIZONTAL VENTURES, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-20760 84-1091986
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
575 Madison Avenue, Suite 1006, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 605-0470
123 Main Street, Suite 300, Evansville, Indiana 47708
(Former address)
123 N.W. Fourth Street, Suite 3, Evansville, Indiana 47708
(Former address)<PAGE>
EXPLANATORY NOTE:
The sole purpose of this current report on Form 8-K is to file the listed
exhibit.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10K Cat Canyon Lease Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
PETRO UNION, INC. d/b/a HORIZONTAL
VENTURES, INC.
Date: April 24, 1998 By: /s/ Randeep S. Grewal
_______________________________
Randeep S. Grewal
Its: Chief Executive Officer
Recording Requested By And
When Recorded Please Return To:
__________________________________________________________________
Space above for Recorder's use only, please
AGREEMENT AND CONSENT TO ASSIGNMENT RE DOMINION LEASE AND RE UCB
LEASE
THIS AGREEMENT AND CONSENT TO ASSIGNMENT RE DOMINION LEASE AND
RE UCB LEASE (this "Agreement") is made and entered into by and
among WELLS FARGO BANK, N.A., as Trustee under Agreement dated
March 23, 1976 with Patricia A. Brennan, Trustor, IMPERIAL TRUST
COMPANY, as Trustee under the Will of Helen Leaf Hancock, deceased,
WELLS FARGO BANK, N.A. and CHARLES H. CHASE, as Co-Trustees of the
Rosemary Hancock Smurr Charitable Trust, and WELLS FARGO BANK, N.A.
and CHARLES H. CHASE, as Co-Trustees of the Rosemary Hancock Smurr
Trust, (each of them a "Lessor" and collectively the "Lessors"), on
one hand, and HVI CAT CANYON, INC., a Colorado corporation ("HVI
Cat Canyon" and, as the assignee of the oil and gas leasehold
interests described below, "Lessee") and Horizontal Ventures, Inc.,
a Colorado corporation ("HVI" and the "Guarantor"), on the other,
effective as of October 15, 1997 (the "Effective Date").
RECITALS
A. Lessors are the present successors in interest to the
original lessors under the oil and gas lease of June 4, 1947,
between California Trust Company, lessor, and Elbert J. Evans and
Charles A. Keskey, lessees, with respect to certain land in Section
23, Township 9 North, Range 33 West, San Bernardino Base &
Meridian, Santa Barbara County, California, which lease was
recorded on June 27, 1947, in Book 740, Page 132, et seq., official
records of the Santa Barbara County Recorder ( which lease is
herein and commonly referred to as the "Dominion Lease"). The
Dominion Lease has previously been amended on several occasions as
set forth in the "Lease Amendment re Dominion Lease and re UCB
Lease (and Consent to Sublease)," effective as of May 1, 1997 and
recorded ____ , 1997, as instrument no. 97 - ____ , in the official
records of the Santa Barbara County Recorder (the "OTEC
Agreement"). There has been no amendment of the Dominion Lease
subsequent to the OTEC Agreement. As used in this Agreement,
"Dominion Lease" encompasses all amendments of that lease herein
and otherwise through the Effective Date.
B. Lessors are also the present successors in interest to
the original lessors under the oil and gas lease of July 1, 1972,
between United California Bank, Trustee, lessor, and Sun Oil
Company (Delaware), lessee, with respect to certain land within
Section 23, Township 9 North, Range 33 West, San Bernardino Base &
Meridian, in Santa Barbara County, California, which lease was
recorded on September 13, 1972, as Document No. 35837, in Book
2420, Page 1206, et seq., official records of the Santa Barbara
County Recorder (which lease is herein and commonly referred to as
the "UCB Lease"). The UCB Lease has previously been amended on
several occasions as set forth in OTEC Agreement. There has been
no amendment of the UCB Lease subsequent to the OTEC Agreement. As
used in this Agreement, "UCB Lease" encompasses all amendments of
that lease herein and otherwise through the Effective Date.
C. As of October 15, 1997 Dominion Oil Company, a California
limited partnership ("Dominion") and Oil Well Technologies &
Enhancements, Corp., an Oklahoma corporation ("OTEC") held between
them the entire lessee's interest in, to and under both the
Dominion Lease and the UCB Lease (OTEC having acquired legal and
record title therein for the benefit of itself and of S.W.
Petroleum, Inc., T.D. & Associates, Inc., United Industrial Gas,
Inc., Fulcrum Drilling 1995-1, Everette Sorensen, Wallace Sorensen,
Oscar Johnson, Tom Kingman, Jack Pogue, Betty Crews and Danielle
Meier, as more fully provided in the OTEC Agreement). By separate
instruments of October 15, 1997, each of them entitled "Assignment
of Oil and Gas Well, Lease and Equipment," Dominion and OTEC have
assigned to HVI Cat Canyon all of their right, title and interest
in and to both the Dominion Lease and the UCB Lease. HVI Cat
Canyon is the wholly-owned subsidiary of HVI.
D. Dominion, OTEC, HVI and HVI Cat Canyon have requested
Lessors consent to the assignment of the Dominion Lease and the UCB
Lease from Dominion and OTEC to HVI Cat Canyon, and Lessors are
willing to give that consent as follows.
NOW, THEREFORE, the parties agree as follows:
1. Consent To Assignment; Merger of Interests. The Lessors
consent to the assignment of each of the Dominion Lease and the
UCB Lease from Dominion and OTEC (including all right, title and
interest therein held by OTEC for the benefit of others) to HVI, on
and subject to the following terms and conditions. It is agreed
among Lessors, Lessee and Guarantor that all of the right, title
and interest of Dominion and of OTEC in, to and under the Dominion
Lease and the UCB Lease (including all right, title and interest
therein held by OTEC for the benefit of others) shall merge in the
hands of HVI, so that from and after such assignment there shall be
no sublease under the Dominion Lease or the UCB Lease.
2. Covenant to Be Bound and Perform. HVI Cat Canyon agrees
to be bound by, fully perform and comply with each and all of the
terms, provisions and conditions of each of the Dominion Lease and
the UCB Lease.
3. Guaranty of Performance and Direct Enforcement. HVI, as
a material inducement to Lessors' consent to such assignment,
hereby guaranties the full, faithful and timely performance by HVI
Cat Canyon, its wholly-owned subsidiary, of each and all of the
terms, provisions and conditions of each of the Dominion Lease and
the UCB Lease. The Lessors, HVI and HVI Cat Canyon agree that
HVI's obligation and liability to Lessors upon that guaranty shall
not be dependent upon any prior action by Lessors, including the
commencement or prosecution of any proceedings, against HVI Cat
Canyon.
4. Addresses and Manner Of Providing Notice. All notices
permitted or required by either the Dominion Lease, as amended by
this Agreement, or the UCB Lease, as amended by this Agreement,
shall be hand delivered or sent by facsimile or certified U.S.
Mail, in each case with all delivery charges or postage prepaid, as
applicable, addressed to the parties as set forth immediately
below, or to such other address as any party may subsequently
designate from time to time by delivering written notice of its
different address to the other parties. Notice shall be deemed
given upon receipt; provided, however, that in the event any party
has attempted to give a particular written notice to any other
party but has been unsuccessful in effecting delivery after
utilizing any two of the three alternatives specified above (i.e.,
by personal delivery at the specified address, by facsimile
directed to the specified telephone number, or by certified mail
addressed as specified below), then in such event, the party
wishing to give notice may thereafter do so by depositing the same
in the U.S. Mail, postage prepaid, addressed as specified below,
and notice shall be deemed given and received three (3) days after
the same is so deposited in the U.S. Mail, regardless of whether
such written notice is ever actually received by the party to whom
it is directed. It is the intent of the parties that each party
will keep the others informed as to its current address, telephone
number for receiving facsimile transmissions, and telephone number,
and that no party may avoid its obligations under either the
Dominion Lease or the UCB Lease, in each case as amended by this
Agreement, by failing to keep the other parties informed as to its
current address, telephone number for receiving facsimile
transmissions, and telephone number. The addresses of the parties
for the purpose of giving notices are as follows:
NOTICES to HVI Cat Canyon and HVI:
Horizontal Ventures, Inc., Horizontal Ventures, Inc.,
575 Madison Avenue 123 Main Street
Suite 1006 Suite 300
New York, New York 10022 Evansville, Indiana 47702
Attention: Randeep S. Grewal
Telephone: (812)424-6745
Telephone: (212)605-0470 Facsimile: (812)424-3567
Facsimile: (212)605-0454
With Copy To:
NOTICES to LESSORS:
Wells Fargo Bank With Copy To:
Private Banking Group
9600 Santa Monica Blvd., 2nd Flr. Charles H. Chase, Esq.
Beverly Hills, CA 9210 940 Ballard Canyon Road
Attention: Mr. Timothy Walker Solvang, CA 93463
Telephone: (310) 285-5854 Telephone; (805) 688-1521
Facsimile: (310) 550-7485
Imperial Trust Company
Trust Administration
201 North Figueroa St., Suite 610
Los Angeles, CA 90012
Attention: Mr. David A. McKellar
Telephone: (213) 580-1526
Facsimile: (213) 975-1258
5. Amendment Of Leases By OTEC Agreement And Acknowledgment
That Leases Remain In Full Force And Effect. The parties
acknowledge that the Dominion Lease and the UCB Lease have been
amended by the terms and provisions of the OTEC Agreement, and by
other amendments as recited in the OTEC Agreement, and that the
Dominion Lease and the UCB Lease remain in full force and effect,
without further amendment other than as provided in this Agreement.
6. Place of Payment and Lessee to Provide Relevant
Information:
a. Art. XX (1) of the Dominion Lease and Art. XIX of the
UCB Lease are revised to provide as follows.
(1) All royalties and other sums payable in money
hereunder shall be paid to the Owner by the Lessee's mailing or
delivering the same in lawful money of the United States, or check
of Lessee or bank draft therefor to (or for the account of) the
Owner as follows:
as to 2/3rds:
Wells Fargo Bank
Oil, Gas & Mineral Administration
Post Office Box 5825
Denver, Colorado 80217
Attention: Tim Davies
with copy to: Charles H. Chase, Esq.
940 Ballard Canyon Road
Solvang, California 93463
and
as to 1/3rd:
Imperial Trust Company
Trust Administration
201 North Figueroa Street
Suite 610
Los Angeles, California 90012
Attention: David A. McKellar
b. Art. XX (2) of the Dominion Lease and the third (and
final) sentence of Art. XI (2) of the Dominion Lease, and Art. XIX
(2) of the UCB Lease and the third (and final) sentence of Art. IX
(2) of the UCB Lease are amended to provide as follows:
On or before the 25th day of each month, the Lessee shall
deliver to (or for the account of) the Owner a written
statement of the production from the demised premises for the
preceding month and the disposition thereof and the
information necessary for the derivation of the royalty
payment, including, but not limited to copies of run tickets,
production reports (form 110) and injection reports (form 110-
b) submitted to the California Division of Oil, Gas and
Geothermal Resources, the crude oil and natural gas
purchaser's run statement or statements (or other statement of
gas disposition) for the total month's production reflecting
the volume of production received and the total consideration
as well as an accounting statement reflecting all information
necessary to calculate and justify the derivation of the
royalty payment from the information reflected in the
purchaser's run statement(s) and other information necessary
to establish the cash accountable value thereof not held for
or delivered in kind to Owner hereunder, which information and
material shall be delivered as follows, concurrently with
delivery to (or for the account of) the Owner of the royalty
and other sums payable for such preceding month.
as to 2/3rds:
Wells Fargo Bank
Oil, Gas & Mineral Administration
Post Office Box 5825
Denver, Colorado 80217
Attention: Tim Davies
with copy to: Charles H. Chase, Esq.
940 Ballard Canyon Road
Solvang, California 93463
and
as to 1/3rd:
Imperial Trust Company
Trust Administration
201 North Figueroa Street
Suite 610
Los Angeles, California 90012
Attention: David A. McKellar
c. Art. XX of the Dominion Lease and of Art. XIX (2) of
the UCB Lease are amended to include a paragraph (3), as follows:
(3) The Lessee shall promptly provide to the Owner, as
provided in this Lease concerning notices permitted or required to
be provided to the Owner, copies of all property tax assessments
and related notices as well a copies of any and all notices
received from the California Division of Oil, Gas and Geothermal
Resources or the County of Santa Barbara, or from any other
government agency or officer, concerning any existing or claimed
violation of any ordinance, statute, law, rule or regulation
pertaining to the demised premises or to the Lessee's operations
hereunder.
7. No Third Party Beneficiaries. Nothing in this Agreement,
whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any person or
entity other than the parties to this Agreement and their
respective successors and assigns. Similarly, nothing in this
Agreement is intended to relieve or discharge the obligation or
liability of any third party to any party to this Agreement, nor
shall any provision give any third party any right of subrogation
or action against any party to this Agreement.
8. Successors And Assigns. The provisions of this
Agreement, and of the Dominion Lease and the UCB Lease, as herein
and heretofore amended, shall be binding upon and inure to the
benefit of the parties to this Agreement, and to their respective
permitted successors and assigns.
9. Counterpart Execution. This Agreement may be executed in
multiple counterparts, no one of which needs to be executed by all
of the parties, all of which shall be taken together to constitute
a single instrument, and portions of which may be assembled into a
single document for purposes of recording; and such an assembled
document may be submitted for recording by any party at its sole
cost and expense.
10. Entire Agreement. The Dominion Lease, as heretofore and
herein amended, and the UCB Lease, as heretofore and herein
amended, contain the entire agreement and understanding between the
parties with respect to the terms, provisions and conditions of
those leases and the lands to which they apply, and supersede all
negotiations, representations, warranties, commitments, offers,
contracts and writings prior to the execution of this Agreement,
whether written or oral. No modification or amendment of any
provision of the Dominion Lease, as heretofore and herein amended,
and/or the UCB Lease, as heretofore and herein amended, shall be
effective unless made in writing and signed by or on behalf of the
parties as provided in this Agreement.
IN WITNESS OF WHICH, the parties have caused this Agreement to
be executed on the date set forth opposite their respective
signatures.
LESSORS:
WELLS FARGO BANK, N.A.,
as Trustee under Agreement dated
March 23, 1976 with Patricia A.
Brennan, Trustor
Date: __________________ By: _________________________
IMPERIAL TRUST COMPANY, as
Trustee under the Will of Helen
Leaf Hancock, deceased
Date: __________________ By: ________________________
WELLS FARGO BANK, N.A. and
CHARLES H. CHASE, as
Co-Trustees of the Rosemary
Hancock Smurr Charitable Trust
Date: __________________ By: ________________________
Date: __________________ By: ________________________
WELLS FARGO BANK, N.A. and
CHARLES H. CHASE, as
Co-Trustees of the Rosemary
Hancock Smurr Trust
Date: _________________ By: ________________________
Date: _________________ By: ________________________
LESSEE:
HVI CAT CANYON, INC.,
a Colorado corporation
Date: ________________ By: _______________________
GUARANTOR:
HORIZONTAL VENTURES, INC.,
a Colorado corporation
Date: ________________ By: ______________________
