SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
AER Energy Resources, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
000944108
(Cusip Number)
J. Taylor Crandall
201 Main Street
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 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 [ ].
Check the following box if a fee is being paid with the statement [X].
*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).
**The total number of shares reported herein is 3,514,658 shares, which
constitutes approximately 14.1% of the 24,858,339 shares of Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise
stated, all ownership percentages set forth herein assume that there are
24,023,339 shares outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,000,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,000,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,000,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.2%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President and sole director, Robert M.
Bass.<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,000,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,000,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,000,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.2%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole director of Keystone,
Inc.<PAGE>
<PAGE>
1. Name of Reporting Person:
FW AER Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from Partners
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,584,158 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,584,158 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,419,158 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.7%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised by its sole general partner, Group 31, Inc.
(2) Includes 835,000 shares of Common Stock that may be acquired upon the
exercise of warrants.<PAGE>
<PAGE>
1. Name of Reporting Person:
Group 31, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,584,158 (1)(2)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,584,158 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,419,158 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.7%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised by its President, J. Taylor Crandall.
(2) Solely in its capacity as the sole general partner of FW AER Partners,
L.P.
(3) Includes 835,000 shares of Common Stock that may be acquired upon the
exercise of warrants.<PAGE>
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,584,158 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,584,158 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,419,158 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.7%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as the President of Group 31, Inc.
(2) Includes 835,000 shares of Common Stock that may be acquired upon the
exercise of warrants.<PAGE>
<PAGE>
1. Name of Reporting Person:
David G. Brown
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 77,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 77,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
77,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
- ------------
(1) Owned in joint tenancy with his wife, Maureen Brown, who shares voting
and dispositive power over such shares.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Maureen Brown
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 77,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 77,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
77,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
- ------------
(1) Owned in joint tenancy with her husband, David G. Brown, who shares
voting and dispositive power over such shares.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Mark A. Wolfson
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 18,000
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 18,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
18,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, no par value (the
"Stock"), of AER Energy Resources, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 4600 Highlands Parkway, Suite
G, Smyrna, Georgia 30082.
Item 2. Identity and Background.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), this Schedule 13D Statement is hereby filed by
Keystone, Inc., a Texas corporation ("Keystone"), Robert M. Bass ("R.
Bass"), FW AER Partners, L.P., a Texas limited partnership ("FW Partners"),
Group 31, Inc., a Texas corporation ("Group"), J. Taylor Crandall ("J.
Crandall"), David G. Brown ("D. Brown"), Maureen Brown ("M. Brown") and Mark
A. Wolfson ("Wolfson"). Keystone, R. Bass, FW Partners, Group, J. Crandall,
D. Brown, M. Brown and Wolfson are sometimes hereinafter collectively
referred to as the "Reporting Persons". The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Act, although neither the fact
of this filing nor anything contained herein shall be deemed an admission by
the Reporting Persons that a group exists.
(b)-(c)
Keystone
Keystone is a Texas corporation, the principal businesses of which
are investment in marketable securities, real estate investment and
development, ownership and operation of oil and gas properties (through Bass
Enterprises Production Co. ("BEPCO")), the ownership and operation of gas
processing plants and carbon black plants (through various partnerships) and
the ownership of interests in entities engaged in a wide variety of
businesses. The principal address of Keystone, which also serves as its
principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person of Keystone are as
follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
R. Bass 201 Main St., Ste. 3100 President of
Keystone Fort Worth, Texas 76102
J. Crandall 201 Main St., Ste. 3100 Vice President-
Fort Worth, Texas 76102 Finance of Keystone
Glenn R. August 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
D. Brown 201 Main St., Ste. 3100 Vice President of and
Fort Worth, Texas 76102 Consultant to Keystone
Daniel L. Doctoroff 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
Steven Gruber 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
Wolfson 201 Main St., Ste. 3100 Vice President of and
Fort Worth, Texas 76102 Consultant to Keystone
W. Robert Cotham 201 Main St., Ste. 2600 Vice President/
Fort Worth, Texas 76102 Controller of BEPCO
Gary W. Reese 201 Main St., Suite 2600 Treasurer of BEPCO
Fort Worth, Texas 76102
James N. Alexander 201 Main St., Ste. 3100 Vice President of
Fort Worth, Texas 76102 Keystone
Bernard J. Carl 201 Main St., Ste. 3100 Vice President of
Fort Worth, Texas 76102 Keystone
Oak Hill Partners, Inc. is a Delaware corporation, the principal
business of which is serving as an investment consultant to Acadia Partners,
L.P. ("Acadia"). Acadia is a Delaware limited partnership, formed to invest
in public and private debt and equity securities. The principal business
address of Oak Hill Partners, Inc. is 65 E. 55th Street, New York, NY 10022.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
R. Bass
See above.
FW Partners
FW Partners is a Texas limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of FW Partners, which also
serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to Group, the sole general partner of FW Partners,
is set forth below.
Group
Group is a Texas corporation, the principal business of which is
serving as the general partner of various investment partnerships. The
principal address of Group, which also serves as its principal office, is
201 Main Street, Suite 3100, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, the name, residence or business
address, and present principal occupation or employment of each director,
executive officer and controlling person of Group is as follows:
PRINCIPAL OCCUPATION RESIDENCE OR
NAME OR EMPLOYMENT BUSINESS ADDRESS
J. Crandall See above. See above.
W. Robert Cotham See above. See above.
Wolfson See above. See above.
D. Brown See above. See above.
Gary W. Reese See above. See above.
Thomas R. Delatour, 201 Main Street, Suite 3100 Vice President of
Jr. Fort Worth, Texas 76102 Group
J. Crandall
See above.
D. Brown
See above.
M. Brown
M. Brown's residence address is 289 Kings Mountain Road, Woodside,
California 94062, and she is not presently employed.
Wolfson
See above.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been 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.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Keystone Working Capital(1) $2,361,924.65
R. Bass Not Applicable Not Applicable
FW Partners Other - Contributions
from Partners $10,000,000.00 (2)
Group Not Applicable Not Applicable
J. Crandall Not Applicable Not Applicable
D. Brown/
M. Brown Personal Funds (3) $146,950.00
Wolfson Personal Funds (3) $63,757.50
(1) As used herein, the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from banks and
brokerage firm margin accounts to operate such business in general. None of
the funds reported herein as "Working Capital" were borrowed or otherwise
obtained for the specific purpose of acquiring, handling, trading or voting
the Stock.
(2) This figure represents the total amount expended in purchasing
the Stock and the Warrant, as described in Item 6.
(3) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
Item 4. Purpose of Transaction.
The Reporting Persons acquired and continue to hold the shares of
the Stock and the Warrant (as described in Item 6) reported herein for
investment purposes. Depending on market conditions and other factors that
each of the Reporting Persons may deem material to its respective investment
decision, such Reporting Person may purchase additional shares of the Stock
in the open market or in private transactions. Depending on these same
factors, such Reporting Person may sell all or a portion of the shares of
the Stock that it now owns or hereafter may acquire on the open market or in
private transactions.
The Chairman of the Board of the Issuer has proposed to Keystone
that Keystone name a representative to serve on the Board of Directors of
the Issuer. Keystone has designated its Vice President, D. Brown, to serve
on the Issuer's Board. The Reporting Persons understand that the Issuer's
Board of Directors currently is considering M. Brown's election to the
Board.
Except as set forth in this Item 4 or in Item 6, the Reporting
Persons have no present plans or proposals that relate to or that would
result in any of the actions specified in clauses (a) through (j) of Item 4
of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
(a)
Keystone
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,000,000, which
constitutes approximately 4.2% of the outstanding shares of the Stock.
R. Bass
Because of his position as the President and sole director of
Keystone, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 1,000,000 shares of the Stock, which constitutes
approximately 4.2% of the outstanding shares of the Stock.
FW Partners
The aggregate number of shares of the Stock that FW Partners owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,419,158, which
constitutes approximately 9.7% of the 24,858,339 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Group
Because of its position as the sole general partner of FW Partners,
Group may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 2,419,158 shares of the Stock, which constitutes approximately
9.7% of the 24,858,339 shares of the Stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i).
J. Crandall
Because of his position as the President of Group, which is the sole
general partner of FW Partners, J. Crandall may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 2,419,158 shares of the
Stock, which constitutes approximately 9.7% of the 24,858,339 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
D. Brown
The aggregate number of shares of the Stock that D. Brown owns
beneficially as a joint tenant with M. Brown, pursuant to Rule 13d-3 of the
Act, is 77,500, which constitutes approximately 0.3% of the outstanding
shares of the Stock.
M. Brown
The aggregate number of shares of the Stock that M. Brown owns
beneficially as a joint tenant with D. Brown, pursuant to Rule 13d-3 of the
Act, is 77,500, which constitutes approximately 0.3% of the outstanding
shares of the Stock.
Wolfson
The aggregate number of shares of the Stock that Wolfson owns
beneficially, pursuant to Rule 13d-3 of the Act, is 18,000, which
constitutes less than 0.1% of the outstanding shares of the Stock.
(b)
Keystone
Acting through its President and sole director, Keystone has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,000,000 shares of the Stock.
R. Bass
As the President and sole director of Keystone, R. Bass has the sole
power to vote or to direct the vote and to dispose or direct the disposition
of 1,000,000 shares of the Stock.
FW Partners
Acting through its sole general partner, FW Partners has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 1,584,158 shares of the Stock.
Group
Acting through its President, and in its capacity as the sole
general partner of FW Partners, Group has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,584,158
shares of the Stock.
J. Crandall
In his capacity as the President of Group, which is the sole general
partner of FW Partners, J. Crandall has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 1,584,158 shares of
the Stock.
D. Brown
As joint tenant with M. Brown, D. Brown has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of 77,500
shares of the Stock.
M. Brown
As joint tenant with D. Brown, M. Brown has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of 77,500
shares of the Stock.
Wolfson
Wolfson has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 18,000 shares of the Stock.
(c) On May 20, 1996, FW Partners purchased 1,584,158 shares of
Stock and a warrant to purchase 835,000 shares of Stock (the "Warrant") from
the Issuer in a private transaction for an aggregate of $10,000,000.
Other than as set forth above, none of the Reporting Persons have
purchased or sold any shares of the Stock in the previous 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
the Stock owned by such Reporting Person.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On May 20, 1996, FW Partners and the Issuer entered into the AER
Energy Resources, Inc. Securities Purchase Agreement, dated as of May 13,
1996 (the "Purchase Agreement"), pursuant to which FW Partners purchased
1,584,158 shares of Stock and a Warrant (the "Warrant") to purchase 835,000
shares of Stock for total consideration of $10,000,000. The description of
the Purchase Agreement and the Warrant that follows is not, and does not
purport to be, complete and is qualified in its entirety by reference to the
Purchase Agreement and the Warrant, as applicable, the forms of which are
attached hereto as Exhibits 99.2 and 99.3, respectively.
Pursuant to the Purchase Agreement, the Issuer issued 1,584,158
shares of Stock (the "Shares") and the Warrant, which entitles FW Partners
to purchase 835,000 shares of Stock (the "Warrant Shares"). FW Partners also
received certain demand registration rights with respect to the Shares and
the Warrant Shares. If at any time between May 20, 1998, and May 20, 2001,
the Issuer receives a request from FW Partners, the Issuer will be required
to file a registration statement covering all or any portion of the shares
of Stock requested to be registered by FW Partners. In addition, FW
Partners received "piggyback" registration rights with respect to the Shares
and the Warrant Shares.
Pursuant to the terms of the Purchase Agreement, FW Partners may
not, without the prior approval of the Issuer, (i) transfer any Shares until
May 20, 1998, or transfer any Warrant Shares until May 20, 1997; (ii) sell a
call option or buy a put option until May 20, 1998, with respect to the
Shares or until May 20, 1997, with respect to the Warrant Shares; or (iii)
directly or indirectly sell any Shares or Warrant Shares short or otherwise
enter into any derivative contract with respect to the Shares or the Warrant
Shares until May 20, 1998.
FW Partners may exercise the Warrant at any time, in whole or in
part, prior to May 20, 2001. The Warrant is exercisable into 835,000 shares
of Stock, subject to adjustment upon any adjustment to the exercise price,
as described in the Warrant (attached hereto as Exhibit 99.3). The exercise
price of the Warrant is $6.3125 per share, subject to adjustment for certain
dilutive events as described in the form of Warrant.
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect
to shares of the Stock owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 99.2 -- AER Energy Resources, Inc. Securities Purchase
Agreement dated as of May 13, 1996 between the Issuer and FW
Partners
Exhibit 99.3 -- Warrant to purchase 835,000 shares of Common Stock
dated as of May 20, 1996 and issued in the name of FW AER Partners,
L.P.
<PAGE>
<PAGE>
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: May 30, 1996
KEYSTONE, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. COTHAM
Attorney-in-Fact for:
ROBERT M. BASS (1)
FW AER PARTNERS, L.P.
By: Group 31, Inc.,
General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
GROUP 31, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ David G. Brown
DAVID G. BROWN
/s/ Maureen Brown
MAUREEN BROWN
/s/ Mark A. Wolfson
MARK A. WOLFSON
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Robert M. Bass previously has been filed with the
Securities and Exchange Commission.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
KEYSTONE, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. COTHAM
Attorney-in-Fact for:
ROBERT M. BASS (1)
FW AER PARTNERS, L.P.
By: Group 31, Inc.,
General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
GROUP 31, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ David G. Brown
DAVID G. BROWN
/s/ Maureen Brown
MAUREEN BROWN
/s/ Mark A. Wolfson
MARK A. WOLFSON
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Robert M. Bass previously has been filed with the
Securities and Exchange Commission.
Exhibit 99.2
AER ENERGY RESOURCES, INC. SECURITIES PURCHASE AGREEMENT
THIS IS AN AGREEMENT (this "Agreement") by and between the
undersigned ("Purchaser"), and AER Energy Resources, Inc., a Georgia
corporation ("AER"), dated as of May 13, 1996, and by which Purchaser and
AER, in consideration of the agreements set forth below (the mutuality,
adequacy and sufficiency of which are hereby acknowledged), hereby agree as
follows:
1. Agreement to Purchase and Sell. Upon the terms set forth in
this Agreement, Purchaser hereby agrees to purchase from AER and AER agrees
to sell to Purchaser (i) 1,584,158 shares of AER's no par value Common Stock
(the "Shares") and (ii) warrants to purchase 835,000 shares of AER's no par
value Common Stock (collectively the "Warrant") in accordance with the terms
and conditions set forth in the form of warrant attached hereto as Exhibit
A. The aggregate purchase price for the Shares and the Warrant shall be
$6.3125 times the number of Shares being purchased and sold hereby. The
aggregate purchase price shall be allocated between the Shares and the
Warrant by AER as of the Closing (defined below).
2. The Closing. The closing shall occur at 8:30 a.m. on May 20,
1996 (the "Closing") in the offices of Sutherland, Asbill & Brennan, 999
Peachtree Street, N.E., Atlanta, Georgia 30309-3996, or as the parties shall
otherwise agree. At the Closing, the following shall occur:
(a) AER shall deliver to Purchaser a duly completed and
executed share certificate in the name of Purchaser representing the Shares
and a duly completed and executed Warrant.
(b) Purchaser shall deliver to AER by wire transfer in
immediately available federal funds the aggregate purchase price of the
Shares and the Warrant.
3. Representations and Warranties.
(a) By AER. AER hereby represents and warrants to Purchaser
that:
(i) AER is a duly incorporated and organized Georgia
corporation validly existing and in good standing under Georgia law;
(ii) AER has the power and authority to issue the Shares
and grant the Warrant to Purchaser pursuant to this Agreement and to
execute, deliver and otherwise perform this Agreement, and without limiting
the foregoing, the Board of Directors of AER has authorized and approved the
execution, delivery and performance of this Agreement;
(iii) the Shares and the Common Stock issuable upon
exercise of the Warrant (the "Warrant Shares") when issued will be validly
issued, fully paid and nonassessable shares of capital stock of AER free and
clear of any liens, encumbrances, adverse rights or claims of any kind
whatsoever at the Closing, the Shares will be listed on the Nasdaq National
Market, the Warrant Shares will be listed on the Nasdaq National Market,
subject to notice of issuance, and AER will at all times maintain a number
of authorized but unissued shares of Common Stock for issuance of the
Warrant Shares to Purchaser;
(iv) this Agreement and the Warrant each has been duly
executed and delivered by AER, and constitutes the legal, valid and binding
obligation of AER, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency and other
laws and equitable principles affecting creditors' rights generally and the
discretion of the courts in granting equitable remedies;
(v) the execution, delivery and performance of this
Agreement and the Warrant each is in compliance with, and is not and will
not be, after the giving of notice or the passage of time or both, in
violation of (A) the articles of incorporation or bylaws of AER as amended
or restated, (B) any applicable law, regulation or order to which AER or its
assets is subject or bound, or (C) any agreement to which AER or its assets
is subject or bound (and without limiting the foregoing, will not result in
any preemptive rights or otherwise require the issuance of stock or other
securities to satisfy antidilution or other similar requirements);
(vi) all of the documents (the "SEC Documents") filed by
AER within the last thirty-six months prior to the date of this Agreement
with the Securities and Exchange Commission (the "Commission") in accordance
with the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and the Securities Exchange Act of 1934, as amended
(collectively the "Securities Acts"), conformed in all material respects to
the requirements of the Securities Acts and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading;
(vii) the authorized capital stock of AER consists of
100,000,000 shares of Common Stock, no par value ("Common Stock") and
10,000,000 shares of Preferred Stock, no par value. Other than agreements
similar to this Agreement relating to the sale of up to $10,000,000 of
Common Stock and related warrants and other than as is set forth in the SEC
Documents, which describe, among other things, AER's 1995 8% Convertible
Debentures and the Warrant issued to Swartz Investments, Inc. in connection
therewith, AER has no outstanding securities convertible into (or
exercisable or exchangeable for) or evidencing the right to purchase or
subscribe for, shares of its capital stock or authorized subscriptions,
options, warrants, calls, rights, commitments or any other agreements or
arrangements, obligating it to issue any shares of its capital stock or
securities convertible into capital stock;
(viii) the financial statements (including any related
notes) included in the SEC Reports (the "Financial Statements"), have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved (except as may be noted
therein) and fairly present the financial condition, results of operations
and cash flows of AER as of the dates thereof and for the periods ended on
such dates (in each case subject, as to interim statements, to changes
resulting from year-end adjustments (none of which were or could be expected
to be material in amount or effect));
(ix) except as set forth in the Financial Statements,
since December 31, 1995, AER has conducted its business only in the ordinary
course in substantially the same manner as theretofore conducted, and AER
has not undergone or suffered any material adverse change in its condition,
financial or otherwise, business, operations, affairs, properties, assets or
prospects.
(b) By Purchaser. Purchaser hereby represents and warrants to
AER:
(i) this Agreement has been duly executed and delivered by
Purchaser, and constitutes the legal, valid and binding obligation of
Purchaser, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency and other
laws and equitable principles affecting creditors' rights generally and the
discretion of the courts in granting equitable remedies;
(ii) Purchaser will acquire the Shares, the Warrant and
the Warrant Shares (collectively the "Securities") for its own account, to
hold for investment, and with no present intention of dividing its
participation with others or reselling or otherwise participating, directly
or indirectly, in a distribution of the Securities, and it will not make any
sale, transfer, or other disposition of the Securities in violation of the
Securities Act or any applicable state securities laws (the "State Acts").
Purchaser agrees that there will be placed on the Warrant and any
certificate for the Shares or the Warrant Shares, or any substitutions for
it, a legend stating in substance:
THE SECURITIES EVIDENCED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 AS AMENDED (THE "SECURITIES ACT)
OR ANY STATE SECURITIES LAWS IN RELIANCE
ON ONE OR MORE EXEMPTIONS THEREUNDER AND
MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN
TRANSACTIONS EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT THEREUNDER. THE SECURITIES
EVIDENCED HEREBY ARE SUBJECT TO
RESTRICTIONS ON TRANSFER CONTAINED IN A
SECURITIES PURCHASE AGREEMENT TO WHICH
THE CORPORATION IS A PARTY. ANY TRANSFER
OF THE SECURITIES REPRESENTED HEREBY IN
VIOLATION OF SAID AGREEMENT SHALL BE
VOID. THE CORPORATION WILL MAIL TO THE
HOLDER OF THESE SECURITIES A COPY OF
SUCH RESTRICTIONS WITHOUT CHARGE WITHIN
FIVE (5) DAYS AFTER RECEIPT OF WRITTEN
REQUEST THEREFOR ADDRESSED TO THE
CORPORATION.
(iii) Purchaser, in offering to subscribe for the
Securities hereunder, has been given access to all material and relevant
information concerning AER, thereby enabling Purchaser to make an informed
investment decision concerning the Securities. Purchaser has relied solely
upon an independent investigation made by it and its representatives, if
any, and has, prior to the date hereof, been given access to and the
opportunity to examine data and information relating to AER. In making its
investment decision to purchase the Securities, Purchaser is not relying on
any oral or written representations or assurances from AER or any other
person or any representation of AER or any other person other than as set
forth in this Agreement. Without limiting the foregoing, Purchaser has
reviewed AER's Annual Report on Form 10-K for the year ended December 31,
1995 and AER's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996. Purchaser is an "accredited investor" as defined in Rule 501 of
Regulation D under the Securities Act.
(iv) Purchaser understands and acknowledges that an
investment in the Securities involves a high degree of risk. Purchaser
represents that Purchaser is able to bear the economic risk of an investment
in the Securities, which Purchaser acknowledges are currently illiquid and
may remain illiquid indefinitely, including a possible total loss of its
investment. In making this statement Purchaser hereby represents and
warrants to AER that Purchaser has adequate means of providing for
Purchaser's current needs and contingencies; Purchaser is able to afford to
hold the Securities for an indefinite period and Purchaser further
represents that Purchaser has such knowledge and experience in financial and
business matters that Purchaser is capable of evaluating the merits and
risks of the investment in the Securities. Further, Purchaser represents
that Purchaser has no present need for liquidity in the Securities and
Purchaser is willing to accept such investment risks.
(v) Purchaser understands that no United States federal or
state agency, or similar agency of any other country, has reviewed,
approved, passed upon or made any recommendation or endorsement of AER or
the Securities.
(vi) This Agreement is made by AER with Purchaser in
reliance upon Purchaser's representations and covenants made in this Section
3(b), which reliance by its execution of this Agreement Purchaser hereby
confirms.
(vii) Purchaser understands that the Securities have not
been registered under the Securities Act or any State Acts and are being
offered and sold pursuant to exemptions therefrom based in part upon the
representations of Purchaser contained herein.
(viii) Purchaser knows of no public solicitation or
advertisement of an offer in connection with the proposed issuance and sale
of the Securities.
(ix) Purchaser has reviewed with its tax advisors the U.S.
federal, state, local and foreign tax consequences of an investment in the
Securities and the transactions contemplated by this Agreement. Purchaser is
relying solely on such advisors and not on any statements or representations
of AER or any of its agents and understands that Purchaser (and not AER)
shall be responsible for Purchaser's own tax liability that may arise as a
result of this investment or the transactions contemplated by this
Agreement.
(x) Purchaser's acquisition of the Securities is not a
transaction (or any element of a series of transactions) that is a part of a
plan or scheme to evade the registration provisions of the Securities Act.
4. Registration of Shares.
(a) Demand Registration. If at any time after two (2) years
and prior to five (5) years from the date of the Closing, AER shall receive
a written request from purchasers of shares in the offering (the "Offering")
of which this Agreement is a part (collectively the "Purchasers") who
purchased in the aggregate more than fifty percent (50%) of the shares
included in the Offering that AER file a registration statement under the
Securities Act, covering the registration of all or any portion of such
shares acquired by the Purchasers in the Offering, and all or any portion of
the Warrant Shares, AER shall first notify in writing each Purchaser who has
not joined in such request. Each such Purchaser shall have ten (10) days in
which to notify AER of its intention to join in the request to register its
shares. Not later than ninety (90) days after receipt by AER of a written
request for a demand registration pursuant to this Section 4(a), AER shall
file a registration statement with the Commission relating to the shares as
to which such requests for a demand registration relate (the "Requested
Shares") and AER shall use its best efforts to cause the registration
statement (which may cover, without limitation, an offering on a delayed or
continuous basis open for up to one hundred eighty (180) days pursuant to
Commission Rule 415) for the Requested Shares to become effective under the
Securities Act. AER shall be obligated to effect only two (2) registrations
pursuant to this Section 4(a) for all Purchasers together. Any such request
shall be subject to the rights of the Debenture Subscribers (defined below)
pursuant to the Registration Rights Agreement dated as of November 22, 1995
among AER, the Debenture Subscribers and Swartz Investments, Inc.
(b) Delay of Registration. Notwithstanding anything to the
contrary in Section 4(a), AER shall have the right (i) to defer the initial
filing or request for acceleration of effectiveness of any registration
pursuant to Section 4(a) or (ii) after effectiveness, to suspend
effectiveness of any such registration statement or to require holders to
suspend further sales pending amendment (collectively a "Delay"), if, in the
good faith judgment of the Board of Directors of AER and upon the advice of
counsel to AER, such delay in filing or requesting acceleration of
effectiveness or such suspension of effectiveness or suspension of sales is
necessary in light of the existence of material non-public information
(financial or otherwise) concerning AER disclosure of which at the time is
not, in the opinion of the Board of Directors of AER and upon the advice of
counsel, (A) otherwise required and (B) in the best interests of AER;
provided. however that AER will not invoke a Delay for more than three (3)
months, unless the reason for the Delay is that AER is then engaged in an
acquisition, in which case it will use its best efforts to end the Delay as
soon as possible and provided, further that AER will not invoke Delays for
more than an aggregate of six (6) months in any calendar year. The one
hundred eighty (180) day period referred to herein during which the
registration statement may be kept current after its effective date shall be
extended for an additional number of business days equal to the number of
business days during which the right to sell shares was suspended pursuant
to the preceding sentence, and, if and to the extent necessary to effect
such extension, the five (5)-year period referred to above shall also be
extended. In addition, the five (5)-year period will also be extended if any
registration has been delayed pursuant to the foregoing and cannot be
completed within such period.
(c) "Piggyback" Registration. If at any time after two (2)
years and prior to five (5) years from the date of the Closing, AER shall
determine to proceed with the preparation and filing of a registration
statement under the Securities Act in connection with the proposed offer and
sale for money of any of its equity securities by it or any of its security
holders (other than on Form S-4 or Form S-8 promulgated under the Securities
Act or any successor or similar form), AER will give written notice of its
determination to Purchaser. Upon the written request of Purchaser given to
AER within ten (10) days after its receipt of any such notice by AER, AER
will cause all the Shares and Warrant Shares which Purchaser has requested
to have registered to be included in such registration statement; provided,
however, that such request shall be subject to the rights of the Debenture
Subscribers (defined below) pursuant to the Registration Rights Agreement
dated as of November 22, 1995 among AER, the Debenture Subscribers and
Swartz Investments, Inc., and provided. further that, if the managing
underwriter, in the case of an underwritten public offering, determines and
advises in writing that the inclusion in the registration statement of all
the Shares and Warrant Shares proposed to be included by Purchaser would
interfere with the successful marketing of the securities proposed to be
registered by AER, then the number of such Shares and Warrant Shares to be
included in the registration statement shall be reduced in accordance with
the recommendations of the managing underwriter, except that if the managing
underwriter determines and advises that the inclusion in such registration
statement of any Shares and Warrant Shares owned by Purchaser would so
interfere, then no Shares or Warrant Shares owned by Purchaser shall be
included in such registration statement; provided that any such reduction
shall be made pro rata with respect to all Purchasers requesting such
registration.
(d) Expenses. With respect to each inclusion of shares in a
registration statement pursuant to Section 4(a) or 4(b), AER shall bear the
following fees, costs and expenses: all registration, filing and NASD fees,
printing expenses, fees and disbursements of counsel and accountants for AER
and all legal fees and disbursements and other expenses of complying with
state securities or blue sky laws of any jurisdictions in which the
securities to be offered are to be registered or qualified. Fees and
disbursements not expressly included above shall be borne pro rata by the
Purchasers whose shares are included in such registration statement.
(e) Indemnification, Etc. In the event that shares are
registered pursuant to Section 4(a) or 4(b), AER and Purchaser shall execute
reasonable and customary underwriting, indemnification and lock-up
agreements relating to such registration and shall undertake reasonable and
customary registration procedures.
5. Certain Limitations. The Securities shall be subject to the
following limitations:
(a) Except in the case of a transfer of Securities upon a
merger of AER or similar transaction with another corporation in which AER
does not survive or survives only as a subsidiary of another corporation,
none of the Securities may be transferred by Purchaser by any means (except
by will or the laws of descent and distribution if Purchaser is an
individual and except upon dissolution or to an entity under common control
with Purchaser (as "control" is defined under Rule 405 of the Securities
Act) if Purchaser is a corporation, partnership or similar entity) for a
period of two (2) years after the Closing in the case of the Shares and the
Warrant Shares and one (1) year after the Closing in the case of the
Warrant;
(b) Purchaser will not directly or indirectly sell a call or
buy a put with respect to the Shares and the Warrant Shares for a period of
two (2) years after the Closing in the case of the Shares, and a period of
one (1) year after the Closing in the case of the Warrant Shares; and
(c) Purchaser will not directly or indirectly sell any Shares
or Warrant Shares short or otherwise enter into any derivative contract with
respect to the Shares or the Warrant Shares for a period of two (2) years
after the Closing.
AER may waive any of these limitations at any time as to any
Purchaser or Purchasers.
6. Termination; Survival; Indemnification. This Agreement may be
terminated by AER for any reason or no reason at any time prior to the
Closing without liability of any kind. The representations, warranties and
agreements made in this Agreement shall survive the Closing. Each party,
acknowledging that the other is entitled to rely on its representations,
warranties and agreements in this Agreement in order to preserve the benefit
of the bargain otherwise represented by this Agreement, agrees that neither
the survival of such representations, warranties and agreements, nor their
enforceability nor any remedies for breaches of them shall be affected by
any knowledge of a party regardless of when or how such party acquired such
knowledge.
7. Right of First Refusal. The purchasers of AER's 1995 8%
Convertible Debentures (the "Debenture Subscribers") have a seven-day right
to purchase their pro rata portion of certain issuances of debt or equity
securities by AER within two hundred forty (240) days after the purchase of
such debentures by the Debenture Subscribers. Prior to execution and
delivery of this Agreement by AER, AER has offered an aggregate of 1,584,158
shares of Common Stock and Warrants to purchase 835,000 shares of Common
Stock to the Debenture Subscribers in accordance therewith.
8. Miscellaneous.
(a) Good Faith Efforts; Further Assurances; Cooperation.
Subject to AER's right to terminate in Section 6, the parties shall in good
faith undertake to perform their obligations in this Agreement, to satisfy
all conditions and to cause the transactions contemplated in this Agreement
to be carried out promptly in accordance with the terms of this Agreement.
Upon the execution of this Agreement and thereafter, each party shall do
such things as may be reasonably requested by the other in order more
effectively to consummate or document the transactions contemplated by this
Agreement. The parties shall cooperate with each other and their respective
counsel, accountants or representatives in connection with any actions
required to be taken as part of their respective rights and obligations
under this Agreement.
(b) Notices. Each notice, communication and delivery under
this Agreement (i) shall be made in writing signed by the party making the
same, (ii) shall specify the section of this Agreement pursuant to which it
is given, (iii) shall be given either in person or by a nationally
recognized next business day delivery service or by telecopier, and (iv) if
not given in person, shall be given to a party at the address set forth
below such party's signature (or at such other address as a party may
furnish to the other parties to this Agreement pursuant to this Section
8(b)). If notice is given pursuant to this Section 8(b) of a permitted
successor or assign of a party, then notice shall also thereafter be given
as set forth above to such successor or assign of such party.
(c) Assignment. Except in the case of a transfer permitted
under Section 5(a), no assignment or transfer by Purchaser of its rights and
obligations under this Agreement shall be made by merger or other operation
of law or otherwise except with the prior written consent of AER. This
Agreement is binding upon the parties and their successors and assigns and
inures to the benefit of the parties and their permitted successors and
assigns and, when appropriate to effect the binding nature of this Agreement
for the benefit of the other parties, of any other successor or assign.
(d) Severability. Any determination by any court of competent
jurisdiction of the invalidity of any provision of this Agreement that is
not essential for accomplishing its purposes shall not affect the validity
of any other provision of this Agreement, which shall remain in full force
and effect and which shall be construed as to be valid under applicable law.
(e) Controlling Law; Integration; Amendment; Waiver. This
Agreement is governed by, and shall be construed and enforced in accordance
with, the laws of the State of Georgia (except the laws of that state that
would render such choice of laws ineffective). This Agreement supersedes all
prior negotiations, agreements and understandings between the parties as to
its subject matter, constitutes the entire agreement between the parties as
to its subject matter and may not be altered or amended except in writing
signed by the parties. The failure of any party at any time or times to
require performance of any provision of this Agreement shall in no manner
affect the right to enforce the same; and no waiver by any party of any
provision or of a breach of any provision of this Agreement, whether by
conduct or otherwise, in any one of more instances shall be deemed or
construed either as a further or continuing waiver of any such provision or
breach or as a waiver of any other provision or of a breach of any other
provision of this Agreement.
(f) Copies. This Agreement may be executed in two or more
copies, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement or its terms to produce or
account for more than one of such copies.
<PAGE>
<PAGE>
DULY EXECUTED and delivered by Purchaser and AER, on May , 1996.
PURCHASER: FW AER PARTNERS, L.P.
(EXACT NAME OF PURCHASER -- PRINT OR
TYPE)
By Group 31, Inc., General Partner
By:
Name:
Title:
Address:
201 Main Street, Suite 3100
Fort Worth, Texas 76102
Phone: (817) 390 8500
Fax Number: (817) 338-2064
AER: AER ENERGY RESOURCES, INC.
By:
Name:
Title:
Address:
4600 Highlands Parkway, Suite G
Smyrna, Georgia 30082
* * * * *
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY
APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION THEREFROM.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER
CONTAINED IN A SECURITIES PURCHASE AGREEMENT TO WHICH THE HOLDER HEREOF IS A
PARTY. ANY TRANSFER OF THESE SECURITIES IN VIOLATION OF SAID AGREEMENT SHALL
BE VOID. THE CORPORATION WILL MAIL TO THE HOLDER HEREOF A COPY OF SUCH
RESTRICTIONS WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN
REQUEST THEREFOR ADDRESSED TO THE CORPORATION.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
AER ENERGY RESOURCES, INC.
DATE OF INITIAL ISSUANCE: May 20, 1996
THIS CERTIFIES THAT, for value received, the Holder (as defined
below) is entitled to purchase from the Company (as defined below), Eight
Hundred Thirty-Five Thousand (835,000) shares of Common Stock (as defined
below) of the Company in accordance with Section 2.1 below at the Warrant
Price (as defined below), which shall be payable in lawful money of the
United States of America upon the exercise hereof. The exercise of this
Warrant shall be subject to the provisions, limitations, and restrictions
herein contained and may be exercised in whole or in part.
SECTION 1. DEFINITIONS.
For all purposes of this Warrant, the following terms shall have the
meanings indicated:
"Common Stock" shall mean and include the Company's common stock, no
par value, now or hereafter authorized by the Company's articles of
incorporation, and shall also include (i) in case of any consolidation,
merger, sale of assets, reorganization or reclassification of the character
referred to in Section 4 hereof, the stock, securities or assets provided
for in Section 4, and (ii) any other shares of common stock of the Company
into which such shares of Common Stock may be converted.
"Company" shall mean AER Energy Resources, Inc., a Georgia
corporation, and shall also include any successor thereto with respect to
the obligations hereunder, by merger, consolidation or otherwise.
"Current Market Price" shall mean for purposes of Sections 2.1 and 6
hereof the daily closing price on the business day before the date of
exercise of one share of Common Stock, and for all other purposes shall mean
the average of the daily closing prices of one share of Common Stock for the
ten (10) consecutive business days ending five (5) business days before the
day in question and such average will be adjusted for any stock dividend,
split, combination or reclassification that took effect during such ten (10)
business day period. The closing price for each day shall be the last
reported sales price regular way or, in case no such reported sales took
place on such day, the average of the last reported bid and asked prices
regular way, in either case on the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common
Stock is not at the time listed or admitted for trading on any such
exchange, then such price as shall be equal to the closing market price, as
reported by Nasdaq on such day, or in case no such reported sales took place
on such day, then such price shall be equal to the average of the last
reported bid and asked prices on such day as reported by Nasdaq.
Notwithstanding the foregoing, if the Common Stock is not traded in such
manner that the prices referred to above are available for the period
required hereunder, the Current Market Price shall be determined in good
faith by the Board of Directors of the Company (which determination shall be
conclusive absent manifest error).
"Date of Initial Issuance" shall mean the Date of Initial Issuance
set forth on page 1.
"Holder" shall mean FW AER Partners, L.P.
"Nasdaq" shall mean the Nasdaq Stock Market.
"Notice of Exercise" shall mean the Notice of Exercise of Warrant to
Purchase Common Stock of AER Energy Resources, Inc. attached hereto and
hereby incorporated herein.
"Purchase Agreement" shall mean the Purchase Agreement dated as of
May 13, 1996 between the Company and Holder, as amended from time to time.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"State Acts" shall mean any applicable state securities or blue sky
acts.
"Warrant" shall mean this Warrant issued to Holder, dated May 20,
1996.
"Warrant Price" shall mean Six and Five Sixteenths Dollars ($6.3125)
per share, subject to adjustment in accordance with Section 2 hereof.
"Warrant Shares" shall mean shares of Common Stock purchased or
purchasable by the Holder upon the exercise of this Warrant.
SECTION 2. EXERCISE OF WARRANT.
2.1. Procedure for Exercise of Warrant. To exercise this Warrant in
whole or in part, the Holder shall deliver to the Company as provided in
Section 9 hereof at any time prior to May 20, 2001: (a) a Notice of
Exercise; (b) payment in full of the Warrant Price (A) in cash or by bank
check for all Warrant Shares purchased hereunder, or (B) through a
"cashless" or "net-issue" exercise (a "Cashless Exercise"), in which case
the Holder shall exchange that portion of the Warrant subject to a Cashless
Exercise for that number of Warrant Shares determined by multiplying the
number of shares of Common Stock for which this Warrant is being exercised
by a fraction, the numerator of which shall be the difference between the
Current Market Price and the Warrant Price and the denominator of which
shall be the Current Market Price, or (C) a combination of (A) and (B)
above; and (c) this Warrant. Upon payment of the Warrant Price, the Holder
shall (i) be deemed to be the holder of record of the Warrant Shares,
notwithstanding that the stock transfer books of the Company may then be
closed or that certificates representing such Warrant Shares may not then be
actually delivered to the Holder, and (ii) be entitled to all of the
benefits f such holder on such date, including without limitation the right
to receive dividends and other distributions the record date for which falls
on or after such date and to exercise voting rights. Subject to Section
2.5(h), the Company shall, as promptly as practicable thereafter, and in any
event within five (5) business days thereafter, execute, or cause to be
executed, and deliver to the Holder, or the Holder's nominee, a certificate
or certificates representing the aggregate number of Warrant Shares
specified in the Notice of Exercise or determined pursuant to clause (B)
above in the case of a Cashless Exercise. Each stock certificate so
delivered shall be in such denomination as may be requested by the Holder
and shall be registered in the name of the Holder or such other name as
shall be designated by the Holder. If this Warrant shall have been exercised
only in part, the Company shall, at the time of delivery of said stock
certificate or certificates, deliver to the Holder a new Warrant evidencing
the right of the Holder to purchase the remaining shares of Common Stock
covered by this Warrant. The Company shall pay all expenses, taxes and other
charges payable in connection with the preparation, execution and delivery
of such stock certificates pursuant to this Section 2.1 regardless of the
name or names in which such stock certificates shall be registered. As a
condition to exercise of this Warrant, the Company may request the Holder to
execute and deliver to the Company a letter evidencing the Holder's
investment intent and containing provisions necessary to evidence the
applicability of exemptions from registration under applicable securities
laws.
2.2. Transfer Restriction Legend. Each certificate for Warrant
Shares initially issued upon exercise of this Warrant shall bear a legend in
substantially the following form (and any additional legend appropriate
under the State Acts or otherwise) on the face or back thereof unless such
Warrant Shares shall be registered under the Securities Act and the State
Acts at the time of exercise:
The securities evidenced hereby have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws in reliance
on one or more exemptions thereunder and may not be sold or
transferred except in transactions exempt from registration
under the Securities Act or any applicable state securities
laws or pursuant to an effective registration statement
thereunder. The securities evidenced hereby are subject to
restrictions on transfer contained in a Securities Purchase
Agreement to which the Corporation is a party. Any transfer
of the securities represented hereby in violation of said
agreement shall be void. The Corporation will mail to the
holder of these securities a copy of such restrictions
without charge within five (5) days after receipt of written
request therefor addressed to the Corporation.
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend shall also bear such legend unless in the
opinion of counsel for the holder thereof (which counsel and opinion shall
be reasonably satisfactory to counsel for the Company) the securities
represented thereby are not, at such time, required by law to bear such
legend.
2.3. Character of Warrant Shares. All Warrant Shares shall be duly
authorized, validly issued, and, upon payment of the Warrant Price, fully
paid and nonassessable and free from all taxes, liens and charges with
respect to the issuance thereof and, without limiting the generality of the
foregoing, the Company shall take no action or fail to take any action which
will cause a contrary result (including, without limitation, any action that
would cause the Warrant Price to be less than the par value, if any, of the
Common Stock).
2.4. Adjustment of Number of Shares. Upon each adjustment of the
Warrant Price as provided in Section 2.5(a) or (b) hereof, the Holder shall
thereafter be entitled to purchase, at the Warrant Price resulting from such
adjustment, the number of Warrant Shares (calculated to the nearest
one-tenth (1/10) of a share) obtained by multiplying the Warrant Price in
effect immediately prior to such adjustment by the number of Warrant Shares
purchasable immediately prior to such adjustment and dividing the product
thereof by the Warrant Price resulting from such adjustment.
2.5. Adjustment of Warrant Price. The Warrant Price shall be subject
to adjustment from time to time as follows:
(a) If the number of shares of Common Stock outstanding is
increased by a stock dividend payable in shares of Common Stock or by a
subdivision or split of shares of Common Stock, then the Warrant Price in
effect immediately prior to such stock dividend, subdivision or split shall
be proportionately decreased and the number of Warrant Shares shall be
proportionately increased.
(b) If the number of shares of Common Stock outstanding is
decreased by a combination of the outstanding shares of Common Stock, then
the Warrant Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares shall be
proportionately decreased.
(c) If the Company shall declare a cash dividend upon its
Common Stock or shall distribute to holders of the Common Stock shares of
its capital stock other than Common Stock, stock or other securities of
other persons, evidences of indebtedness issued by the Company or other
persons, assets (excluding cash dividends and distributions) or options or
rights, then, in each such case, the Warrant Price in effect immediately
prior to such dividend or distribution shall be adjusted as follows.
immediately following the record date fixed for the determination of holders
of Common Stock entitled to receive such dividend or distribution, the
Warrant Price in effect thereafter shall be determined by multiplying the
Warrant Price in effect immediately prior to such record date by a fraction
of which the numerator shall be an amount equal to (i) the Current Market
Price of one share of Common Stock less (ii) an amount equal to the amount
of such dividend or distribution payable per share of Common Stock, in the
case of cash dividend or distribution, or, in the case of any other dividend
or distribution, the fair market value (as determined by the Board of
Directors of the Company, which determination shall be conclusive absent
manifest error) of the stock, securities, evidences of indebtedness, assets,
options or rights so distributed in respect of one share of (Common Stock,
and of which the denominator shall be the Current Market Inc.
(d) All calculations under this Section 2.5 shall be made to
the nearest one-tenth (1/10) of a share.
(e) Whenever the Warrant Price shall be adjusted as provided
in this Section 2.5, the Company shall prepare a statement showing the facts
requiring such adjustment and the Warrant Price and the number of Warrant
Shares that shall be in effect after such adjustment and showing in
reasonable detail the facts and calculations upon which such adjustments or
other changes are based, and shall seek to obtain an opinion of the
Company's outside accountants as to the correctness of such adjustments and
calculations and to the effect that such adjustments and calculations have
been made in accordance with the terms hereof. The Company shall cause a
copy of such statement and opinion to be sent to the Holder, together with a
notice stating that the Warrant Price and the number of Warrant Shares
purchasable upon exercise of the Warrant have been adjusted. Where
appropriate, such copy may be given in advance and may be included as part
of the notice required to be mailed under the provisions of Section 2.5(g)
hereof.
(f) Adjustments made pursuant to Sections 2.5(a), (b) and (c)
shall be made on the date such dividend, subdivision, split, combination or
distribution is made, and shall become effective at the opening of business
on the business day next following the record date for the determination of
shareholders entitled to such dividend, subdivision, split, combination or
distribution or, if a record is not taken, the date as of which holders of
record of Common Stock entitled to such dividend or distribution are
determined.
(g) In case at any time the Company proposes:
(i) to declare any dividend upon its Common Stock payable
in capital stock (other than Common Stock) or make any special dividend or
other distribution (other than cash dividends) to the holders of Common
Stock;
(ii) to issue any shares of Common Stock, options therefor
or securities convertible into Common Stock (except (x) pursuant to the
exercise of this Warrant or any other Warrants issued contemporaneously
herewith or pursuant to the conversion of any of the Company's 8%
Convertible Debentures issued in November 1995 or exercise of the Warrant
issued to Swartz Investments, Inc. in November 1995 or (y) pursuant to
options or warrants or restricted stock or similar awards issued to
officers, directors or employees of the Company pursuant to a stock option
or other stock plan or employment, severance or consulting or similar
agreement, in each case approved by the Board of Directors, or pursuant to
the exercise of such options, warrants or awards);
(iii) to offer for subscription pro rata to the holders of
Common Stock any additional shares of capital stock of any class or other
rights;
(iv) to effect any capital reorganization or
reclassification of the capital stock of the Company, or any consolidation,
merger or share exchange of the Company with another entity or sale,
transfer or other disposition of all or substantially all of its assets, in
each case in which a vote of the shareholders of the Company is taken; or
(v) to effect a voluntary or involuntary dissolution,
liquidation or winding up of the Company in which a vote of shareholders of
the Company is taken,
then in any one or more of such cases, the Company shall give the Holder
hereof (a) at least ten (10) days (but not more than ninety (90) days) prior
written notice of the date on which the books of the Company shall close or
a record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such issuance,
reorganization, reclassification, consolidation, merger, share exchange,
sale, transfer, disposition, dissolution, liquidation or winding up, and (b)
in the case of any such issuance, reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition,
dissolution, liquidation or winding up, at least ten (10) days (but not more
than ninety (90) days) prior written notice of the date when the same shall
take place. Such notice in accordance with the foregoing clause (a) shall
also specify, in the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be entitled
thereto, and such notice in accordance with the foregoing clause (b) shall
also specify the date on which the holders of Common Stock shall be entitled
to exchange their Common Stock, as the case may be, for securities or other
property deliverable upon such reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition,
dissolution, liquidation or winding up, as the case may be. Failure to give
such notice, or any defect therein, shall not affect the legality or
validity of any such action, but shall only give Purchaser the right to
assert a possible breach of contract.
(h) Whenever the provisions of this Section 2.5 shall require
that an adjustment shall become effective immediately after the record date
for an event and the Holder exercises this Warrant after such record date
and before the occurrence of such event, the Company may defer until the
occurrence of such event issuing to the Holder the additional shares of
Common Stock issuable upon such exercise by reason of the adjustment
required by such event over and above the shares of Common Stock issuable
upon such exercise before giving effect to such adjustment; provided,
however, that the Company shall deliver to such Holder a due bill or other
appropriate instrument evidencing such Holder's right to receive such
additional shares upon the occurrence of the event requiring such
adjustment.
(i) The sale or other disposition of any Common Stock
theretofore held in the treasury of the Company shall be deemed to be an
issuance thereof.
SECTION 3. OWNERSHIP AND TRANSFER.
3.1. Ownership. The Company may deem and treat the person in whose
name this Warrant is registered as the Holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any
notice to the contrary until presentation of this Warrant for registration
of transfer as provided in this Section 3. Notwithstanding the foregoing,
the rights to purchase Warrant Shares represented hereby, if properly
assigned in compliance with the terms of this Warrant, may be exercised by
an assignee for the purchase of Warrant Shares without having a new Warrant
issued.
3.2. Transfer and Replacement. Subject to restrictions on transfer
of this Warrant under the Securities Act or the State Acts, this Warrant and
all rights hereunder are transferable in whole or in part upon the books of
the Company by the Holder hereof in person or by duly authorized attorney at
any time after one (1) year from the Date of Initial Issuance. A new Warrant
or Warrants, of the same tenor as this Warrant but registered in the name of
the transferee or transferees shall be made and delivered by the Company
upon surrender of this Warrant duly endorsed, at the office of the Company.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft or destruction of this Warrant, and of indemnity or security
reasonably satisfactory to it, or upon surrender of this Warrant if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu of this Warrant. This Warrant shall be promptly cancelled by the
Company upon the surrender hereof in connection with any transfer or
replacement. Except as otherwise provided above in the case of the loss,
theft or destruction of a Warrant, the Company shall pay all expenses, taxes
and other charges payable in connection with any transfer or replacement of
this Warrant, other than stock transfer taxes (if any) payable in connection
with a transfer of this Warrant, which shall be payable by the Holder.
SECTION 4. MERGERS, CONSOLIDATIONS, SALES.
In the case of any proposed consolidation or merger of the Company
with another entity, or the proposed sale of all or substantially all of the
Company's assets or any proposed reorganization or reclassification of the
securities of the Company, then, as a condition of such consolidation,
merger, sale, reorganization or reclassification, lawful and adequate
provision shall be made whereby the Holder shall thereafter have the right
to receive upon the terms and conditions specified herein, in lieu of the
Warrant Shares immediately theretofore purchasable hereunder, such shares of
stock or securities or assets as may by virtue of such consolidation,
merger, sale, reorganization or reclassification be issued or payable with
respect to or in exchange for the Warrant Shares purchasable hereunder
immediately before such consolidation, merger, sale, reorganization or
reclassification as if this Warrant had theretofore been exercised, and in
any such case appropriate provisions shall be made with respect to the
rights and interests of such Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments or the Warrant
Price and of the number of Warrant Shares received upon the exercise) shall
thereafter be applicable, as nearly as possible, in relation to any shares
of capital stock, securities or assets thereafter deliverable upon the
exercise of this Warrant. In the event of a merger, share exchange or
consolidation of the Company with or into another entity as a result of
which a number of shares of common stock or its equivalent of the successor
entity greater or lesser than the number of shares of Common Stock
outstanding immediately prior to such merger, share exchange or
consolidation are issuable to holders of Common Stock, then the Warrant
Price in effect immediately prior to such merger, share exchange or
consolidation shall be adjusted iin the same manner as though there were a
subdivision or combination of the outstanding shares of Common Stock. The
Company shall not effect any such consolidation, merger or sale unless prior
to or simultaneously with the consummation thereof the successor corporation
or purchaser shall assume by written instrument the obligation to deliver to
the Holder such shares of stock, securities or assets as the Holder is
entitled to receive hereunder and all other liabilities and obligations of
the Company hereunder. Upon written request by the Holder hereof, such
successor will issue a new Warrant revised to reflect the modifications in
the Warrant effected pursuant to this Section 4.
SECTION 5. NOTICE OF DISSOLUIION OR LIQUIDATION.
In case of any distribution of the assets of the Company in
dissolution, winding up or liquidation (except under circumstances when
Section 4 hereof shall be applicable), the Company shall give notice thereof
to the Holder and shall make no distribution to shareholders of the Company
until the expiration of ten (10) days from the date of mailing of the
aforesaid notice and, in any case, subject to the other terrns and
conditions of this Warrant, the Holder may exercise this Warrant within ten
(10) days from the date of the giving of such notice, and all rights herein
granted not so exercised within such ten (10) day period shall thereafter
become null and void.
SECTION 6. FRACTIONAL SHARES.
Fractional shares shall not be issued upon the exercise of this
Warrant but in any case where the Holder would, except for the provisions of
this Section 6, be entitled under the terms hereof to receive a fractional
share upon the complete exercise of this Warrant, the Company shall, upon
the exercise of this Warrant for the largest number of whole shares then
called for, pay a sum in cash equal to the Current Market Price of one share
of Common Stock at the time of such exercise multiplied by such fraction
computed to the nearest whole cent.
SECTION 7. CLOSING OF TRANSFER BOOKS.
The right to exercise this Warrant shall not be suspended during any
period while the stock transfer books of the Company may be closed. The
Company shall not be required, however, to deliver certificates for the
Warrant Shares while such books are duly closed for any purpose, but the
Company may postpone the delivery of the certificates for such Common Stock
until the opening of such books, and they shall be delivered as soon as
practicable thereafter.
SECTION 8. COVENANTS OF THE COMPANY.
8.1. Reserved Shares. The Company shall reserve and set apart and
have available for issuance at all times, free from preemptive rights, out
of its treasury stock or its authorized but unissued shares of Common Stock,
or both, solely for the purpose of effecting the exercise of this Warrant,
the number of shares of Common Stock sufflcient to provide for the exercise
of this Warrant.
8.2. Binding Upon Successors. This Warrant shall be binding upon any
corporation, entity or person succeeding to the Company by merger,
consolidation or acquisition of all or substantially all of the Company's
assets.
SECTION 9. NOTICES.
Any notice or other document required or permitted to be given or
delivered to the Holder shall be delivered at, or sent by certified or
registered mail, postage prepaid, to its address set forth below, or to such
other address as shall have been furnished to the Company in writing by the
Holder. Any notice or other document required or perrnitted to be given or
delivered to the Company shall be delivered at, or sent by certified or
registered mail, postage prepaid, to the address of the Company as set forth
following its signature below, or to such other address as shall have been
furnished to the Holder in writing by the Company. Any notice or other
document so addressed and mailed by registered or certified mail shall be
deemed to be given when so mailed. Any notice so addressed and otherwise
delivered shall be deemed to be given when actually received by the
addressee.
SECTION 10. NO RIGHTS AS STOCKHOLDER: LIMITATION OF LIABILITY.
This Warrant shall not entitle the Holder to any of the rights of a
shareholder of the Company. No provision hereof, in the absence of the
purchase of shares of Common Stock by the Holder pursuant to this Warrant,
shall give rise to any liability of the Holder for the exercise price
hereunder or as a shareholder of the Company, whether such liability is
asserted by the Company or any third party.
SECTION 11. LAW GOVERNING.
This Warrant shall be governed by, and construed and enforced in
accordance with, the laws of the State of Georgia.
SECTION 12. PURCHASE AGREEMENT.
This Warrant is issued and sold pursuant to that certain Securities
Purchase Agreement, dated as of May 13, 1996 (the "Purchase Agreement")
between the Company and the Holder. The holder hereof shall be entitled to
all of the rights and benefits and subject to all of the obligations of
Purchaser under the Purchase Agreementj inc ding without limitation, rights
with respect to registration under the Securities Act. The terms of the
Purchase Agreement are hereby incorporated herein for all purposes and shall
be considered a part of this Warrant as if they had been fully set forth
herein.
SECTION 13. ACKNOWLEDGEMENT OF RIGHTS.
At the time of the exercise of this Warrant in accordance with the
terms hereof and upon the request of the Holder hereof, the Company will
acknowledge in writing its continuing obligation to afford to such Holder
any rights (including, without limitation, any right to registration of the
Warrant Shares) to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant and the
Purchase Agreement; provided, however, that if the Holder hereof shall fail
to make any such request, such failure shall not affect the continuing
obligation of the Company to afford to such Holder any such rights.
SECTION 14. MISCELLANEOUS.
This Warrant and any provision hereof may be changed, waived,
discharged or terminated with the consent in writing of the Company and the
Holder hereof, or in lieu thereof, the Company and holders representing not
less than 66 - 2/3% of all of the warrants sold pursuant to the Purchase
Agreement then outstanding; provided that no change in the number of the
shares of Common Stock purchasable upon the exercise of any such warrant or
in the Warrant Price shall be made without the consent in writing of the
holder thereof, other than such changes as are specifically prescribed by or
contemplated in such warrants as originally executed. The headings in this
Warrant are for purposes of reference only and shall not affect the meaning
or construction of any of the provisions hereof. This Warrant, together with
the Purchase Agreement, contains the entire agreement between the Holder
hereof and the Company with respect to the Warrant Shares purchasable upon
exercise hereof and the related transactions and supersedes all prior
arrangements or undertakings with respect thereto. In the event that any one
or more of the provisions contained in this Warrant shall be deterrnined to
be invalid, illegal or unerlforceable in any respect for any reason, the
validit,v, legality and enforceability of any such provision in any other
respect and the remaining provisions of this Warrant shall not, at the
election of the party for whom the benefit of the provision exists, be in
any way impaired. The Warrant Shares shall be entitled to such registration
rights under the Securities Act and under applicable state securities laws
as are specified in the Purchase Agreement.
IN WlTNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer as of the 20th day of May, 1996.
AER ENERGY RESOURCES, INC.
By:
Title:
Address:
4600 Highlands Parkway, Suite G
Smyrna, Georgia 30082
Address of Holder:
201 Main Street, Suite 3100
Fort Worth, Texas 76102
<PAGE>
<PAGE>
ASSIGNMENT
TO BE EXECUTED BY THE REGISTERED HOLDER
TO TRANSFER THE WlTHIN WARRANT
FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
Warrant Shares set forth below:
Name and Address of Assignee No. of Warrant Shares
and does hereby irrevocably constitute and appoint as Attorney
__________________ to register such transfer on the books of the Company
maintained for purpose, with full power of substitution.
Dated: ,
Name of Holder
Signature Guarantee:
By:
Title:
(Affix Stamp)
By:
Title:
NOTICE
The signature to the foregoing Assignment must correspond to the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.
The signature to this assignment must be guaranteed by a financial
institution that is a member of the Stock Transfer Association's approved
medallion program.
<PAGE>
<PAGE>
NOTICE OF EXERCISE
OF WARRANT TO PURCHASE
COMMON STOCK OF AER ENERGY RESOURCES
To: AER ENERGY RESOURCES, INC.
The undersigned, the registered owner of this Warrant, hereby
irrevocably elects to exercise the purchase rights represented thereby for,
and to purchase thereunder, ________________________ shares of common stock
of AER Energy Resources, Inc. and herewith makes payment in full for such
shares pursuant to Section 2.1 of this Warrant, and requests that the
certificates evidencing such shares be issued in the name of and be
delivered to:
Name:
Address:
Tax I.D. Number
and if such shares shall not be all of the shares purchasable hereunder,
that a new Warrant of like tenor for the balance of the shares purchasable
hereunder be delivered to the undersigned.
Dated: ,
Name of Holder
By:
Title:
