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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. )
BOX ENERGY CORPORATION
(Name of Issuer)
BOX ENERGY CORPORATION
(Name of Person(s) Filing Statement)
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8 1/4% CONVERTIBLE SUBORDINATED NOTES
DUE 2002 OF
BOX ENERGY CORPORATION 103168 AA 8
(Title of Class of Securities) (CUSIP Number of Class of Securities)
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J. BURKE ASHER
8201 PRESTON ROAD, SUITE 600
DALLAS, TEXAS 75225
(214) 890-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
C. WILLIAM BLAIR
KELLY, HART & HALLMAN, P.C.
201 MAIN STREET, SUITE 2500
FORT WORTH, TEXAS 76102
(817) 332-2500
SEPTEMBER 22, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$56,945,028 $11,389.01
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* The transaction value shown is only for the purpose of calculating the filing
fee. The amount shown reflects the cost of purchasing $55,077,000 principal
amount of Notes at the purchase price (100% of the principal amount of the
Notes, plus accrued interest through the date of purchase) as of October 28,
1997 (the payment date of the Offer). The amount of the filing fee is
calculated in accordance with Section 13(e)(3) of the Securities Exchange Act
of 1934, as amended.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid:
Form or registration no.:
Filing party:
Date filed:
Instruction. When submitting this statement in paper format, ten copies of this
statement, including all exhibits, shall be filed with the
Commission.
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INTRODUCTORY STATEMENT
This Schedule 13E-4 relates to a change in control offer (the "Offer") by
Box Energy Corporation, a Delaware corporation (the "Company"), to purchase for
cash, on the terms and subject to the conditions set forth in the attached
Change in Control Notice and Offer to Purchase, dated September 22, 1997 (the
"Offer to Purchase") and the related Letter of Transmittal (the "Letter of
Transmittal"), all of the outstanding 8 1/4% Convertible Subordinated Notes Due
2002 of the Company (the "Notes"). The Notes are convertible into shares of
Class B (Non-Voting) Common Stock, par value $1.00 per share, at a conversion
price of $11.00 per share in accordance with the Indenture under which the Notes
were issued. Copies of the Offer to Purchase and the related Letters of
Transmittal are filed as exhibits 99.1(a)(1) and 99.1(a)(2) hereto.
ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the Notes is the Company. The address of the Company's
principal executive office is 8201 Preston Road, Suite 600, Dallas, Texas
75225-6211.
(b) The securities which are the subject of the Offer are the 8 1/4%
Convertible Subordinated Notes Due 2002 issued by the Company. The Notes are
convertible into shares of Class B (Non-Voting) Common Stock at a conversion
price of $11.00 per share in accordance with the Indenture under which the Notes
were issued. As of September 15, 1997, there was $55,077,000 aggregate principal
amount of Notes outstanding. The Offer is for any and all Notes, in
denominations of $1,000 or integral multiples thereof, at a purchase price of
100% of the principal amount of the Notes, plus accrued interest through the
date of purchase. To the best knowledge of the Company, no Notes are being
purchased from any officer, director or affiliate of the Company.
(c) The information set forth in the section of the Offer to Purchase
entitled "Market Price Information" is incorporated herein by reference.
(d) The Company is filing this statement. The address of the Company is set
forth in Item 1(a).
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in the section of the Offer to Purchase
entitled "Sources and Amount of Funds" is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information set forth in the section of the Offer to Purchase entitled
"The Offer -- Purpose and Effects of the Offer" is incorporated herein by
reference. Upon purchase, Notes will cease to be outstanding and will be
delivered to United States Trust Company of New York, as Trustee, for
cancellation immediately after such purchase.
(a) The information set forth in the section of the Offer to Purchase
entitled "The Offer -- General" is incorporated herein by reference.
(b) Unrelated to the Offer to Purchase, and whether or not any Notes are
tendered into the Offer to Purchase, Mr. Simplot made certain statements
relating to the corporate structure of the Company in a Schedule 13D, filed
September 2, 1997 (the "Schedule 13D"), relating to his acquisition on August
29, 1997, of beneficial ownership of 57.2% of the Company's Class A (Voting)
Common Stock. The Schedule 13D stated that although Mr. Simplot has no specific
plans, he expects to explore the various possibilities that may exist for
simplifying the overall corporate structure of the Company and its affiliates,
including Box Brothers Holding Company, while still retaining control of the
Company. The Schedule 13D further stated that although no assurance can be given
that any such transactions will occur, Mr. Simplot believes that the market
price of the Company's Class A (Voting) Common Stock and the Class B
(Non-Voting) Common Stock will more accurately reflect the intrinsic value of
the Company if the Company's securities represent the direct claim on ownership
and control of the Company and its assets, and that Mr. Simplot has indicated
his
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willingness to assist in the restructuring of the Company, including the
possible conversion of the Company's equity to a single class of voting stock.
(c) None.
(d) Unrelated to the Offer to Purchase, and whether or not any Notes are
tendered into the Offer to Purchase, Mr. Simplot stated in the Schedule 13D that
he will review with the Board of Directors of the Company the qualifications,
background, willingness to serve, and other factors relating to each of the
current members of the Board of Directors with a view to evaluating which
members of the Board of Directors will continue to serve as Directors and that
he may nominate himself or others to the Board in the future. The Schedule 13D
also stated that Mr. Simplot has agreed with the Company not to replace current
members of the Board of Directors until after a proposed settlement of prior
lawsuits brought by Mr. Simplot and others against the Company has been approved
or disapproved by a majority of the Board of Directors.
(e) None.
(f) None.
(g) None.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Not applicable.
ITEM 5. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth on the cover page to the Offer to Purchase and
the sections of the Offer to Purchase entitled "The Offer -- General," "The
Offer -- Purpose and Effects of the Offer" and "Recent Developments" is
incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the section of the Offer to Purchase entitled
"The Depositary" is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) The information set forth in the section of the Company's Offer to
Purchase entitled "Selected Financial Data" is incorporated herein by reference.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter ending
June 30, 1997.
(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) None, except for compliance with the Exchange Act and the rules and
regulations promulgated thereunder and compliance with applicable requirements
of state securities or "blue sky" laws.
2
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(c) Not applicable.
(d) None.
(e) Reference is made to the exhibits hereto which are incorporated in
their entirety herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 99.1(a)(1) Change in Control Notice and Offer to Purchase, dated
(a) September 22, 1997.
Exhibit 99.1(a)(2) Letter of Transmittal.
Exhibit 99.1(a)(3) Notice of Guaranteed Delivery.
Exhibit 99.1(a)(4) Letter to clients.
Exhibit 99.1(a)(5) Letter to brokers, dealers, commercial banks, trust
companies and other nominees.
Exhibit 99.2 Statement on Schedule 13D relating to Box Energy Corporation
Class A (Voting) Common Stock, filed September 2, 1997, by
J. R. Simplot and others (incorporated by reference).
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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3
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SIGNATURE
After due 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.
BOX ENERGY CORPORATION
By: /s/ JAMES A. WATT
----------------------------------
James A. Watt
President and Chief Operating
Officer
Dated: September 22, 1997
4
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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99.1(a)(1) -- Change of Control Notice and Offer to Purchase, dated
September 22, 1997.
99.1(a)(2) -- Letter of Transmittal.
99.1(a)(3) -- Notice of Guaranteed Delivery.
99.1(a)(4) -- Letter to clients.
99.1(a)(5) -- Letter to brokers, dealers, commercial banks, trust
companies and other nominees.
99.2 -- Statement on Schedule 13D relating to Box Energy
Corporation Class A (Voting) Common Stock, filed
September 2, 1997, by J.R. Simplot and others
(incorporated by reference).
</TABLE>
5
<PAGE> 1
BOX ENERGY CORPORATION
CHANGE IN CONTROL NOTICE
AND
OFFER TO PURCHASE
FOR CASH ANY AND ALL OF THE OUTSTANDING
8 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002
OF BOX ENERGY CORPORATION
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS CHANGE IN CONTROL NOTICE
AND OFFER TO PURCHASE, THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON OCTOBER 22, 1997, UNLESS THE OFFER IS EXTENDED IN
ACCORDANCE WITH THE INDENTURE (AS DEFINED HEREIN) (SUCH TIME AND DATE OR THE
LATEST EXTENSION THEREOF, IF EXTENDED, THE "EXPIRATION DATE"). NOTES TENDERED IN
THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
Box Energy Corporation (the "Company") hereby offers (the "Offer") to
purchase for the Purchase Price (as defined below) in cash, upon the terms and
subject to the conditions set forth in this Change in Control Notice and Offer
to Purchase (this "Offer to Purchase") and in the accompanying Letter of
Transmittal (the "Letter of Transmittal"), any and all of the outstanding 8 1/4%
Convertible Subordinated Notes due 2002 of the Company (the "Notes"). The
"Purchase Price" is 100% of the principal amount of the Notes, plus accrued
interest (in the amount of $33.92 per $1,000 principal amount of Notes) through
October 28, 1997 (the "Payment Date"), or a later date if the Expiration Date is
extended as set forth in "The Offer -- Expiration Date; Extensions; Amendments;
Termination." The Company will not extend the Expiration Date unless required by
law. Unless the Company fails to pay the Purchase Price, any Notes properly
tendered pursuant to the Offer and accepted for payment will cease to accrue
interest after the Payment Date. Any Notes not surrendered in the Offer (or
surrendered and withdrawn prior to the Expiration Date) will remain obligations
of the Company and will continue to accrue interest and have all of the benefits
of the Indenture, including being convertible into shares of Class B
(Non-Voting) Common Stock of the Company (the "Class B Common Stock") at a
conversion price of $11.00 per share, subject to the terms of the Indenture.
Any holder of Notes (a "Holder") desiring to tender all or any portion of
such Holder's Notes must comply with the procedures for tendering Notes set
forth herein in "Procedures for Tendering Notes" and in the Letter of
Transmittal. Tenders of Notes may be withdrawn at any time prior to the
Expiration Date. In the event of a withdrawal of Notes, the Notes so withdrawn
will be promptly returned to the Holder.
THE COMPANY IS MAKING THE OFFER ONLY BECAUSE IT IS REQUIRED TO DO SO
PURSUANT TO ARTICLE TWELVE OF THE INDENTURE. THIS OFFER TO PURCHASE IS GOVERNED
BY THE INDENTURE AND APPLICABLE LAW AND DOES NOT CONSTITUTE A REDEMPTION OF, OR
AN ELECTION BY THE COMPANY TO REDEEM, THE NOTES. HOLDERS HAVE AN ELECTION
WHETHER OR NOT TO ACCEPT THE OFFER. THE COMPANY MAKES NO RECOMMENDATION AS TO
WHETHER OR NOT HOLDERS SHOULD EXERCISE THEIR CHANGE IN CONTROL RIGHT AND TENDER
NOTES PURSUANT TO THE OFFER.
(Continued on following page)
September 22, 1997
<PAGE> 2
(Continued from preceding page)
The Offer is being made pursuant to the Indenture, dated as of December 1,
1992 (the "Indenture"), between the Company and United States Trust Company of
New York, as Trustee (the "Trustee"), which provides that, following a change in
control (as defined in the Indenture), each Holder will have the right, at such
Holder's option, to require the Company to repurchase all or a portion of such
Holder's Notes at the Purchase Price (a "Change in Control Right"). A Change in
Control (as defined herein) occurred on August 29, 1997, as a result of the sale
of control of Box Brothers Holding Company, which holds 57.2% of the Class A
(Voting) Common Stock of the Company.
On September 19, 1997, the closing price expressed as a percent of
principal amount of the Notes, as reported on the NASDAQ SmallCap Market was
102.5, and the closing price per share of Company Class B Common Stock, as
reported on the NASDAQ National Market System was $8.
Tenders of Notes may be withdrawn at any time prior to the Expiration Date.
In the event of a termination of the Offer, the Notes tendered pursuant to the
Offer will be promptly returned to the tendering Holders.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment) and applicable law, the Company will purchase by accepting for
payment, and will pay for, all Notes validly tendered (and not properly
withdrawn) pursuant to the Offer on the Payment Date, and such payment will be
made by the deposit of immediately available funds by the Company with United
States Trust Company of New York (the "Depositary"), which will act as agent for
tendering Holders for the purpose of receiving payment from the Company and
transmitting such payment to tendering Holders.
No person has been authorized to give any information or to make any
representations directly related to this Offer other than those contained in
this Offer to Purchase and, if given or made, such information or
representations must not be relied upon as having been authorized. This Offer to
Purchase and related documents do not constitute an offer to buy or the
solicitation of an offer to sell securities in any circumstances in which such
offer or solicitation is unlawful. The delivery of this Offer to Purchase shall
not, under any circumstances, create any implication that the information
contained herein is current as of any time subsequent to the date of such
information.
Any questions or requests for assistance or for additional copies of this
Offer to Purchase or related documents may be directed to the Depositary at one
of its telephone numbers set forth on the back cover page hereof. Any beneficial
owner owning interests in Notes may contact such beneficial owner's broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
ii
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Office at Seven World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material also can be obtained, at prescribed
rates, from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission maintains a site on the Internet's
World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission, including the Company. The Notes are listed
and traded on the NASDAQ SmallCap Market and such reports, proxy statements and
other information concerning the Company may be inspected at the offices of the
NASD, 1735 K Street, N.W., Washington, D.C. 20006.
This Offer to Purchase constitutes a part of an Issuer Tender Offer
Statement on Schedule 13E-4 (the "Schedule 13E-4") filed with the Commission by
the Company pursuant to Section 13(e) of the Exchange Act and the rules and
regulations promulgated thereunder. The Schedule 13E-4 and all exhibits thereto
are incorporated in this Offer to Purchase by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission under the Exchange Act, are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1996.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, and June 30, 1997.
(c) Current Reports on Form 8-K dated July 30, 1997, and September 12,
1997.
All subsequently filed documents by the Company prior to the Expiration
Date pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date any such document is filed. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part hereof.
The Company will provide without charge to each person to whom this Offer
to Purchase is delivered a copy of the documents incorporated by reference
herein, other than exhibits thereto not specifically incorporated by reference,
upon written or oral request to Box Energy Corporation, 8201 Preston Road, Suite
600, Dallas, Texas 75225, Attention: Lorraine Krantz, telephone (214) 890-8000.
iii
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TABLE OF CONTENTS
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PAGE
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Available Information....................................... iii
Incorporation of Certain Documents by Reference............. iii
The Offer................................................... 1
General................................................... 1
Purpose and Effects of the Offer.......................... 1
Expiration Date; Extensions; Amendments; Termination...... 2
Acceptance for Payment.................................... 2
Procedures For Tendering Notes.............................. 3
Tendering Notes........................................... 3
Guaranteed Delivery Procedures............................ 5
Withdrawal Rights......................................... 6
Certain Information Concerning the Company.................. 7
Recent Developments......................................... 7
Change in Control......................................... 7
Settlement of Litigation.................................. 7
Sources and Amount of Funds................................. 7
Market Price Information.................................... 8
The Notes................................................. 8
Class B Common Stock...................................... 8
Selected Financial Data of the Company...................... 9
Certain Federal Income Tax Consequences..................... 9
The Depositary.............................................. 10
Miscellaneous............................................... 10
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iv
<PAGE> 5
THE OFFER
GENERAL
The Company hereby offers, upon the terms and subject to the conditions set
forth in this Offer to Purchase, to purchase for cash at the Purchase Price any
and all Notes that are properly tendered (and not properly withdrawn), pursuant
to the terms and conditions set forth herein, prior to the Expiration Date. The
Company will accept only tenders of Notes or a portion thereof which are in an
amount equal to $1,000 principal amount of Notes or integral multiples thereof.
Tenders of Notes may be withdrawn at any time prior to the Expiration Date. In
the event of a termination of the Offer, the Notes tendered pursuant to the
Offer will be returned promptly to the tendering Holders.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment) and applicable law, on the Payment Date the Company will purchase
by accepting for payment, and will pay for, all Notes validly tendered (and not
properly withdrawn) pursuant to the Offer. Such payment will be made by the
deposit of immediately available funds by the Company with the Depositary, which
will act as agent for tendering Holders for the purpose of receiving payment
from the Company and transmitting such payment to tendering Holders.
If less than all the principal amount of Notes held by a Holder is tendered
and accepted pursuant to the Offer, the Company will issue, and the Trustee will
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, new Notes of authorized denominations, in principal
amount equal to the portion of the Notes not tendered or not accepted, as the
case may be, as promptly as practicable after the Payment Date.
No Note tendered pursuant to this Offer may be converted into shares of
Class B Common Stock after such Note has been properly tendered to the
Depositary unless the tender of such Note is properly withdrawn, the Company
defaults in payment of the Purchase Price or the Offer is terminated without the
purchase of Notes.
After the Expiration Date, the Company may purchase additional Notes in the
open market, in privately negotiated transactions, through subsequent tender or
exchange offers or otherwise, subject to compliance with applicable law. Any
future purchases may be on the same terms or on terms that may be more or less
favorable to Holders than the terms of the Offer. Any future purchases will
depend on various factors at that time.
PURPOSE AND EFFECTS OF THE OFFER
The Offer is required to be made pursuant to the Indenture, which provides
that upon the occurrence of a Change in Control (as defined below) each Holder
of Notes will have the right, at such Holder's option, to require the Company to
purchase all or a portion of such Holder's Notes, in denominations of $1,000 or
integral multiples thereof, at a purchase price equal to 100% of the principal
amount thereof plus accrued and unpaid interest through the Payment Date. A
"Change in Control" is deemed to have occurred at such time as any person or
group, other than Cloyce K. Box, members of his immediate family or trusts for
the benefit thereof (the "Box Interests") or any entity controlled by Box
Interests becomes the beneficial owner of 50% or more of the combined voting
power of the Company. Prior to August 29, 1997, the Box Interests owned a
controlling interest in Box Brothers Holding Company, which itself owned 57.2%
of the voting stock of the Company. A "Change in Control" occurred on August 29,
1997, when Mr. J.R. Simplot, through an entity controlled by Mr. Simplot and
members of his family, became the indirect beneficial owner of 57.2% of the
Company's voting stock through the purchase of the controlling interest of Box
Brothers Holding Company from the Box Interests.
This Offer to Purchase serves as the "Change in Control Notice" required by
the Indenture.
The Notes purchased in the Offer will cease to be outstanding and will be
delivered to the Trustee for cancellation immediately after such purchase. Any
Notes which remain outstanding after consummation of the Offer will continue to
be obligations of the Company and will continue to be convertible at the option
of
<PAGE> 6
the Holder thereof into shares of Class B Common Stock. The Indenture does not
contain any limitations on the ability of the Company to incur additional
indebtedness.
Holders of Notes that are not tendered pursuant to the Offer will not have
the right after the Expiration Date to exercise their Change in Control Rights
relating to such Notes as a result of the sale by the Box Interests of control
of the Company. Depending upon, among other things, the amount of Notes
outstanding after the consummation of the Offer, the liquidity of untendered
Notes may be adversely affected by the Offer. If a market for the Notes
continues following the Offer, Notes may trade at a discount compared to present
trading prices depending on prevailing interest rates, the market for securities
with similar credit features, the performance of the Company and other factors.
In addition, if substantially all of the Notes are tendered pursuant to the
Offer, the Company may consider delisting the Notes from the NASDAQ SmallCap
Market. Accordingly, there is no assurance that an active market in the Notes
will exist following consummation of the Offer and no assurance as to the prices
at which the Notes may trade.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION
The Offer will expire on the Expiration Date, which pursuant to the
Indenture is the fourth business day next preceding the Payment Date, unless
extended pursuant to the procedures set forth herein. The Indenture does not
provide for extending the Offer unless required by law. During any extension of
the Offer, all Notes previously tendered pursuant to the Offer (and not properly
withdrawn) will remain subject to the Offer and may be accepted for payment by
the Company, subject to the withdrawal rights of Holders.
The Company also expressly reserves the right, subject to the requirements
of the Indenture and applicable law, to amend the terms of the Offer in any
respect.
Any extension, termination or amendment of the Offer will be followed as
promptly as practicable by a public announcement thereof. Without limiting the
manner in which the Company may choose to make a public announcement of any
extension, termination or amendment of the Offer, the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement, other than by issuing a release to the Dow Jones News Service,
except in the case of an announcement of an extension of the Offer, in which
case the Company shall have no obligation to publish, advertise or otherwise
communicate such announcement other than by issuing a notice of such extension
by press release or other public announcement, which notice shall be issued no
later than 9:00 a.m., New York City time, on the next business day following the
previously scheduled Expiration Date.
ACCEPTANCE FOR PAYMENT
Upon the terms and subject to the conditions to the Offer (including if the
Offer is extended or amended, the terms of such extension or amendment) and
applicable law, the Company will purchase by accepting for payment, and will pay
for, all Notes properly tendered (and not properly withdrawn) pursuant to the
Offer, on the Payment Date. In all cases, payment by the Depositary to tendering
Holders will be made only after timely receipt by the Depositary of the
documentation described under "Procedures for Tendering Notes -- Tendering
Notes."
For purposes of the Offer, the Company shall be deemed to have accepted for
payment (and thereby to have purchased) tendered Notes, if and when the Company
gives oral or written notice to the Depositary of the Company's acceptance of
such Notes for payment. Subject to the terms and conditions of the Offer,
payment for Notes so accepted will be made by deposit of the consideration
therefor with the Depositary. The Depositary will act as agent for tendering
Holders for the purpose of receiving payment from the Company and then
transmitting payment to such tendering Holders.
2
<PAGE> 7
PROCEDURES FOR TENDERING NOTES
TENDERING NOTES
The tender of Notes pursuant to any of the procedures set forth in this
Offer to Purchase and in the Letter of Transmittal will constitute a binding
agreement between the tendering Holder and the Company upon the terms and
subject to the conditions of the Offer. The tender of Notes will constitute an
agreement to deliver good and marketable title to all tendered Notes prior to
the Expiration Date free and clear of all liens, charges, claims, encumbrances,
interests and restrictions of any kind.
EXCEPT AS PROVIDED IN "-- GUARANTEED DELIVERY PROCEDURES," UNLESS THE NOTES
BEING TENDERED ARE DEPOSITED BY THE HOLDER WITH THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE (ACCOMPANIED BY A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL), THE COMPANY MAY, AT ITS OPTION, REJECT SUCH TENDER. PAYMENT FOR
NOTES WILL BE MADE ONLY AGAINST DEPOSIT OF TENDERED NOTES AND DELIVERY OF ALL
OTHER REQUIRED DOCUMENTS.
Only record Holders of Notes are authorized to exercise a Change in Control
Right and tender their Notes pursuant to the Offer. Accordingly, to properly
exercise a Change in Control Right and tender Notes or cause Notes to be
tendered, the following procedures must be followed:
NOTES HELD THROUGH DTC. Each beneficial owner of Notes who wishes to
tender Notes held through a participant (a "DTC Participant") of The
Depository Trust Company ("DTC") (i.e., a custodian bank, depositary,
broker, trust company or other nominee) must instruct such DTC Participant
to cause its Notes to be tendered in accordance with the procedures set
forth in this Offer to Purchase.
Pursuant to an authorization given by DTC to the DTC Participants,
each DTC Participant that holds Notes through DTC must (i) transmit its
acceptance through the DTC Automated Tender Offer Program ("ATOP") (for
which the transaction will be eligible), and DTC will then edit and verify
the acceptance, execute a book-entry delivery to the Depositary's account
at DTC and send an Agent's Message (as defined below) to the Depositary for
its acceptance or (ii) comply with the guaranteed delivery procedures set
forth in this Offer to Purchase. Promptly after the date of this Offer to
Purchase, the Depositary will establish accounts at DTC for purposes of the
Offer with respect to Notes held through DTC, and any financial institution
that is a DTC Participant may make book-entry delivery of interests in
Notes into the Depositary's account through ATOP. Although delivery of
interests in the Notes may be effected through book-entry transfer into the
Depositary's account through ATOP, an Agent's Message in connection with
such book-entry transfer, and any other required documents, must, in any
case, be transmitted to and received by the Depositary at its address set
forth on the back cover of this Offer to Purchase, or the guaranteed
delivery procedures set forth below must be complied with, in each case,
prior to the Expiration Date. Delivery of documents to DTC does not
constitute delivery to the Depositary. The confirmation of a book-entry
transfer into the Depositary's account at DTC, as described above, is
referred to herein as a "Book-Entry Confirmation."
The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Depositary and forming a part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgment
from each DTC Participant tendering through ATOP that such DTC Participant
has received a Letter of Transmittal and agrees to be bound by the terms of
the Letter of Transmittal and that the Company may enforce such agreement
against such DTC Participant.
All Notes currently held through DTC have been issued in the form of a
global note registered in the name of Cede & Co., DTC's nominee (the
"Global Note"). At or as of the Expiration Date, DTC will deliver to the
Depositary a properly completed and duly executed Letter of Transmittal
with respect to the aggregate principal amount of Notes as to which it has
delivered Agent's Messages, and Cede & Co. will deliver to the Depositary
the Global Note. At or as of the close of business on the third business
day after the Expiration Date, DTC will deliver to the Depositary a
properly completed and duly executed Letter of Transmittal for the
aggregate principal amount of Notes as to which it has delivered Agent's
Messages relating to Notices of Guaranteed Delivery as described under
"-- Guaranteed Delivery
3
<PAGE> 8
Procedures." Thereafter, the aggregate principal amount of the Global Note
will be reduced to represent the aggregate principal amount of Notes held
through DTC and not tendered pursuant to the Offer, and the Global Note
will be returned to Cede & Co.
NOTES HELD BY RECORD HOLDERS. Each record Holder who wishes to tender
Notes must complete and sign a Letter of Transmittal and mail or deliver
such Letter of Transmittal and any other documents required by the Letter
of Transmittal together with certificate(s) representing all tendered
Notes, to the Depositary at its address set forth on the back cover page of
this Offer to Purchase, or the Holder must comply with the guaranteed
delivery procedures set forth in this Offer to Purchase.
All signatures on a Letter of Transmittal must be guaranteed by a
recognized participant in the Securities Transfer Agents Medallion Program,
the NYSE Medallion Signature Program or the Stock Exchange Medallion
Program; provided, however, that signatures on a Letter of Transmittal need
not be guaranteed if such Notes are tendered for the account of an Eligible
Institution (as defined herein). If a Letter of Transmittal or any Note is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or other person acting in a fiduciary or
representative capacity, such person must so indicate when signing and
submit proper evidence satisfactory to the Company of the authority of such
person so to act.
No alternative, conditional, irregular or contingent tenders will be
accepted (unless waived). By executing a Letter of Transmittal or
transmitting an acceptance through ATOP, each tendering Holder waives any
right to receive any notice of the acceptance for purchase of its Notes.
LOST OR MISSING CERTIFICATES. If a record Holder desires to tender
Notes pursuant to the Offer, but the certificates representing such Notes
have been mutilated, lost, stolen or destroyed, such Holder should write to
or telephone the Trustee about procedures for obtaining replacement
certificates representing such Notes, arranging for indemnification or any
other matter which requires handling by the Trustee.
BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the "backup withholding"
provisions of federal income tax law, unless a tendering Holder or his or
her assignee (in either case, the "Payee") satisfies the conditions
described in Instruction 5 of the Letter of Transmittal or is otherwise
exempt, the aggregate purchase price may be subject to backup withholding
tax at a rate of 31%. To prevent backup withholding, each Payee should
complete and sign the Substitute Form W-9 provided in the Letter of
Transmittal. See Instruction 5 of the Letter of Transmittal.
EFFECT OF LETTER OF TRANSMITTAL. Subject to, and effective upon the
acceptance for, purchase of and payment for Notes tendered thereby, by
executing and delivering a Letter of Transmittal a tendering Holder (i)
irrevocably sells, assigns and transfers to the Company, all right, title
and interest in and to all Notes tendered thereby, (ii) waives any and all
rights with respect to such Notes (including without limitation any
existing or past defaults and their consequences with respect to such Notes
and the Indenture), (iii) releases and discharges the Company from any and
all claims such Holder may have now or may have in the future arising out
of, or related to, such Notes, including without limitation any claim that
such Holder is entitled to receive additional principal or interest
payments with respect to such Notes or to participate in any redemption or
defeasance of the Notes and (iv) irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of such Holder
with respect to any such Notes, with full power of substitution and
resubstitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to (a) deliver certificates representing
such Notes, or transfer ownership of such Notes, on the account books
maintained by DTC, together, in any such case, with all accompanying
evidences of transfer and authenticity, to the Company, (b) present such
Notes for transfer on the relevant security register and (c) receive all
benefits or otherwise exercise all rights of beneficial ownership of such
Notes (except that the Depositary will have no rights to, or control over,
funds from the Company, except as agent for the Company, for the Purchase
Price for any tendered Notes that are purchased by the Company), all in
accordance with the terms of the Offer.
4
<PAGE> 9
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Notes will be resolved by the Company,
whose determination will be final and binding. The Company reserves the
absolute right to reject any or all tenders that are not in proper form or
the acceptance of which may, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the absolute right to waive any
condition to the Offer and any irregularities or conditions of tender as to
particular Notes. The Company's interpretation of the terms and conditions
of the Offer (including the instructions in the Letter of Transmittal) will
be final and binding. Unless waived, any irregularities in connection with
tenders must be cured within such time as the Company shall determine. The
Company and the Depositary shall not be under any duty to give notification
of defects in such tenders and shall not incur liabilities for failure to
give such notification. Tenders of Notes will not be deemed to have been
made until such irregularities have been cured or waived. Any Notes
received by the Depositary that are not properly tendered and as to which
the irregularities have not been cured or waived will be returned by the
Depositary to the tendering Holder, unless otherwise provided in the Letter
of Transmittal, as soon as practicable following the Expiration Date.
LETTERS OF TRANSMITTAL AND NOTES MUST BE SENT ONLY TO THE DEPOSITARY. DO
NOT SEND LETTERS OF TRANSMITTAL OR NOTES TO THE COMPANY.
THE METHOD OF DELIVERY OF NOTES AND LETTERS OF TRANSMITTAL, ANY REQUIRED
SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH DTC AND ANY ACCEPTANCE THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE
PERSONS TENDERING AND DELIVERING ACCEPTANCES OR LETTERS OF TRANSMITTAL, AND,
EXCEPT AS OTHERWISE PROVIDED IN THE LETTER OF TRANSMITTAL, DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE
OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE.
GUARANTEED DELIVERY PROCEDURES
DTC PARTICIPANTS. A DTC Participant who wishes to cause its Notes to be
tendered, but who cannot transmit its acceptance through ATOP prior to the
Expiration Date, may cause a tender to be effected if:
(a) guaranteed delivery is made by or through a firm or other entity
identified in Rule 17Ad-15 under the Exchange Act (an "Eligible
Institution"), including (as such terms are defined therein): (i) a bank;
(ii) a broker, dealer, municipal securities dealer, municipal securities
broker, government securities dealer or government securities broker; (iii)
a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings institution that is a
participant in a Securities Transfer Association recognized program; and
(b) prior to 12:00 noon, New York City time, on the Expiration Date,
the Depositary receives from such Eligible Institution a properly completed
and duly executed Notice of Guaranteed Delivery (by mail, hand delivery,
facsimile transmission or overnight courier) substantially in the form
provided herewith; and
(c) Book-Entry Confirmation of the transfer into the Depositary's
account at DTC, and all other documents required by the Letter of
Transmittal, are received by the Depositary within three New York Stock
Exchange trading days after the date of receipt by the Depositary of such
Notice of Guaranteed Delivery.
RECORD HOLDERS. A record Holder who wishes to tender its Notes but (x)
whose Notes are not immediately available and will not be available for
tendering prior to the Expiration Date or (y) who cannot deliver its Notes, the
Letter of Transmittal, or any other required documents to the Depositary prior
to the Expiration Date, may effect a tender if:
(a) the tender is made by or through an Eligible Institution; and
(b) prior to 12:00 noon, New York City time, on the Expiration Date,
the Depositary receives from such Eligible Institution a properly completed
and duly executed Notice of Guaranteed Delivery (by
5
<PAGE> 10
mail, hand delivery, facsimile transmission or overnight courier)
substantially in the form provided herewith; and
(c) a properly completed and executed Letter of Transmittal, as well
as the certificate(s) representing all tendered Notes in proper form for
transfer, and all other documents required by the Letter of Transmittal,
are received by the Depositary within three New York Stock Exchange trading
days after the date of receipt by the Depositary of such Notice of
Guaranteed Delivery.
Under no circumstances will interest be paid by the Company by reason of
any delay in making payment to any person using the guaranteed delivery
procedures described above.
WITHDRAWAL RIGHTS
Tenders of Notes (or any portion of such Notes in integral multiples of
$1,000) may be withdrawn at any time prior to the Expiration Date.
NOTES HELD THROUGH DTC. A DTC Participant who has transmitted its
acceptance through ATOP of Notes held through DTC may, prior to the Expiration
Date, withdraw the instruction given thereby by (i) withdrawing its acceptance
through ATOP or (ii) delivering to the Depositary by mail, hand delivery or
facsimile transmission a notice of withdrawal of such instruction. Such notice
of withdrawal must contain the name and number of the DTC Participant, the
principal amount of Notes to which such withdrawal relates and the signature of
the DTC Participant. Withdrawal of such an instruction will be effective upon
receipt of such notice of withdrawal by the Depositary.
NOTES HELD BY RECORD HOLDERS. A Holder may withdraw its tender of Notes,
prior to the Expiration Date, by delivering to the Depositary by mail, hand
delivery or facsimile transmission a notice of withdrawal. Any such notice of
withdrawal must (i) specify the name of the person who tendered the Notes to be
withdrawn, (ii) contain a description of the Notes to be withdrawn and identify
the certificate number or numbers shown on the particular certificates
evidencing such Notes and the aggregate principal amount represented by such
Notes and (iii) be signed by the Holder of such Notes in the same manner as the
original signature on the Letter of Transmittal by which such Notes were
tendered (including any required signature guarantees), or be signed by another
person and accompanied by (x) documents of transfer in a form acceptable to the
Company, in its sole discretion, and (y) a properly completed irrevocable proxy
that authorizes such person to effect such revocation on behalf of such Holder.
If the Notes to be withdrawn have been delivered or otherwise identified to the
Depositary, a signed notice of withdrawal is effective immediately upon receipt
by the Depositary even if physical release is not yet effected. Any Notes
properly withdrawn will be deemed not to be validly tendered for purposes of the
Offer.
All signatures on a notice of withdrawal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the NYSE
Medallion Signature Program or the Stock Exchange Medallion Program; provided,
however, that signatures on the notice of withdrawal need not be guaranteed if
the Notes being withdrawn are held for the account of an Eligible Institution.
A withdrawal of an instruction or a withdrawal of a tender must be executed
by a DTC Participant or a Holder, as the case may be, in the same manner as the
person's name appears on its transmission through ATOP or Letter of Transmittal,
as the case may be, to which such withdrawal relates. If a notice of withdrawal
is signed by a trustee, partner, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person must so indicate when signing
and must submit with the revocation appropriate evidence of authority to execute
the notice of withdrawal. A Holder or DTC Participant may withdraw a tender only
if such withdrawal complies with the provisions of this Offer to Purchase.
A withdrawal of an instruction previously given pursuant to the
transmission of an acceptance through ATOP or a withdrawal of a tender by a
Holder may be rescinded only by (i) a new transmission of acceptance through
ATOP, or (ii) execution and delivery of a new Letter of Transmittal, as the case
may be, in accordance with the procedures described herein.
6
<PAGE> 11
CERTAIN INFORMATION CONCERNING THE COMPANY
The Company is an independent exploration and production company primarily
engaged in the exploration for, and the development of, oil and natural gas. The
Company was initially organized in 1981 as OKC Limited Partnership (the
"Predecessor Partnership") and converted to a corporation in 1992. The Company
is a Delaware corporation with executive offices located at 8201 Preston Road,
Suite 600, Dallas, Texas 75225-6211, telephone number (214) 890-8000.
RECENT DEVELOPMENTS
CHANGE IN CONTROL
On August 29, 1997, a Change in Control of the Company occurred. Prior to
this time, Box Brothers Holding Company, a Delaware corporation ("BBHC") was the
record and beneficial holder of 1,840,525 shares (57.2%) of the outstanding
Class A (Voting) Common Stock of the Company. On August 29, 1997, pursuant to
the terms of a settlement agreement, Mr. J. R. Simplot, through an entity
controlled by Mr. Simplot and members of his family, purchased, in privately
negotiated transactions, all 33 shares of the outstanding Class A (Voting)
Common Stock of BBHC and 38,472 of the 42,875 outstanding shares of Class B
(Nonvoting) Common Stock of BBHC from Thomas Box, Don Box, Douglas Box, Gary Box
and entities controlled by them. As a result of the purchase, Mr. J. R. Simplot
is the beneficial owner of 57.2% of the Company's voting stock, thereby
effecting a change in control.
SETTLEMENT OF LITIGATION
In connection with Mr. Simplot's purchase of the controlling interest of
BBHC, a letter of intent with the Company was executed relating to the proposed
settlement of all prior lawsuits brought by Mr. Simplot and others against the
Company, members of the Box family and their affiliates. A description of the
such litigation is located in Note 6 of Notes to Financial Statements in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (the
"10-Q") under the caption "Griffin Case," and the descriptions contained therein
are incorporated by reference herein. Under the terms of the proposed
settlement, which are subject to court approval, Mr. Simplot will receive $1.9
million for attorneys' fees. Mr. James A. Lyle will receive $100,000 for
attorneys' fees, and will be appointed to the Company's Board of Directors and
be granted the right to convert his 2,500 shares of Class B Common Stock into an
equal number of shares of the Company's Class A (Voting) Common Stock.
In conjunction with the sale of their interests in BBHC, Thomas Box, Don
Box, Douglas Box, Gary Box and entities controlled by them entered into a
settlement agreement whereby each of such parties agreed to settle all pending
litigation among them. A description of this litigation is located in Note 6 of
Notes to Financial Statements in the 10-Q under the caption "Thomas D. Box
Lawsuit" and "-- Box Control, L.L.C.," and are incorporated by reference herein.
SOURCES AND AMOUNT OF FUNDS
The precise amount of funds required by the Company to purchase Notes
tendered pursuant to the Offer and to pay the fees and expenses related to the
Offer will not be known until the Expiration Date. If all outstanding Notes were
tendered and purchased, the aggregate amount of funds required to pay the
Purchase Price would be $56,945,028. The Company has not arranged permanent
financing to fund the purchase of the Notes. Management anticipates utilizing
available working capital and current revolving bank line of credit financing
plus, to the extent necessary, arranging additional bank credit sufficient to
cover amounts in excess of currently available funds. There can be no assurance,
however, that sufficient additional bank credit will be made available to the
Company. The Company currently has a $25,000,000 revolving credit facility with
Comerica Bank -- Texas that expires June 1, 1998. The present borrowing base
under the facility is $10,000,000, of which $3,750,000 is currently available
for future draws. Borrowings under the facility bear interest at 0.5% above
Comerica Bank's floating base rate, resulting in a current effective interest
rate of 9%
7
<PAGE> 12
per annum. The loans are collateralized by the Company's interest in certain oil
and gas properties known as the South Pass Blocks 86, 87 and 89.
MARKET PRICE INFORMATION
THE NOTES
The Notes are listed and traded on the NASDAQ SmallCap Market under the
symbol "BOXXG." The following table sets forth the high and low last sales
prices expressed as a percent of principal amount of the Notes, as reported by
the NASDAQ SmallCap Market, for the periods indicated.
<TABLE>
<CAPTION>
HIGH LOW
----- -----
<S> <C> <C>
Year ended December 31, 1995
First Quarter............................................. 103.0% 88.5%
Second Quarter............................................ 98.0 91.0
Third Quarter............................................. 107.0 91.5
Fourth Quarter............................................ 104.0 95.3
Year ended December 31, 1996
First Quarter............................................. 109.0% 96.0%
Second Quarter............................................ 110.0 102.6
Third Quarter............................................. 105.0 100.0
Fourth Quarter............................................ 103.0 98.0
Year ended December 31, 1997
First Quarter............................................. 102.0% 94.0%
Second Quarter............................................ 99.5 92.0
Third Quarter (through September 19, 1997)................ 103.0 93.0
</TABLE>
On September 19, 1997, the last reported sales price of the Notes was
102.5%.
CLASS B COMMON STOCK
The Company has two classes of stock: Class A (Voting) Common Stock and
Class B (Non-Voting) Common Stock. The Notes are convertible only into shares of
Class B Common Stock, which are traded on the NASDAQ National Market System
under the trading symbol BOXXB, and on the Pacific Exchange under the trading
symbol BXCB.P. The following table sets forth the high and low last sales prices
per share for the Class B Common Stock as reported by NASDAQ for the periods
indicated.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
Year ended December 31, 1995
First Quarter............................................. $11 $75/8
Second Quarter............................................ 95/8 81/4
Third Quarter............................................. 111/4 77/8
Fourth Quarter............................................ 97/8 81/8
Year ended December 31, 1996
First Quarter............................................. $113/8 $73/4
Second Quarter............................................ 111/8 83/4
Third Quarter............................................. 93/4 8
Fourth Quarter............................................ 103/8 8
Year ended December 31, 1997
First Quarter............................................. $ 95/16 $63/4
Second Quarter............................................ 83/4 61/4
Third Quarter (through September 19, 1997)................ 83/4 61/4
</TABLE>
On September 19, 1997, the last reported sales prices of Class B Common
Stock was $8.
8
<PAGE> 13
SELECTED FINANCIAL DATA
The following table presents selected historical financial data for the
Company for the periods indicated. The financial data for each of the two years
in the period ended December 31, 1996, have been derived from the audited
consolidated financial statements of the Company for such periods. The financial
data for the six months ended June 30, 1997 and 1996 are unaudited, but in the
opinion of the Company reflect all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of such data. The data for
the six months ended June 30, 1997, are not necessarily indicative of results of
operations for the entire year. The data should be read in conjunction with the
consolidated financial statements, related notes and other financial information
of the Company incorporated by reference in this Offer to Purchase. See
"Incorporation of Certain Documents by Reference."
<TABLE>
<CAPTION>
AT OR FOR AT OR FOR
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-------------------- ----------------------------
1997 1996 1996 1995
-------- -------- ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total Revenue............................... $ 34,194 $ 36,934 $ 70,210 $ 59,493
Net income (loss)........................... $ 1,345 $ (1,056) $ (7,662) $ 5,392
Income (loss) per share..................... $ 0.06 $ (0.05) $ (0.37) $ .26
Ratio of Earnings to Fixed Charges.......... 1.84 0.38* * 2.55
BALANCE SHEET DATA:
Total assets................................ $134,835 $141,955 $136,599 $145,491
Long-term debt.............................. $ 55,077 $ 55,077 $ 55,077 $ 55,077
Shareholders' equity........................ $ 72,635 $ 80,787 $ 74,356 $ 82,047
Book Value per share........................ $ 3.57 $ 3.88 $ 3.57 $ 3.97
</TABLE>
- ---------------
* Fixed charges (as defined in Regulation S-K under the Exchange Act) exceeded
earnings (as defined in Regulation S-K) by $1,513 for the six months ended
June 30, 1996, and by $9,432 for the year ended December 31, 1996.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion is for general information only and is based on
the federal income tax law now in effect, which is subject to change, possibly
retroactively. This summary does not discuss all aspects of federal income
taxation which may be relevant to any particular Holder in light of such
Holder's individual investment circumstances or to certain types of Holders
subject to special tax rules (e.g., financial institutions, broker-dealers,
insurance companies, tax-exempt organizations, and foreign taxpayers), nor does
it address specific state, local or foreign tax consequences. This summary
assumes that Holders have held their Notes as "capital assets" under the
Internal Revenue Code of 1986, as amended. EACH HOLDER IS URGED TO CONSULT SUCH
HOLDER'S TAX ADVISOR REGARDING THE SPECIFIC FEDERAL, STATE, LOCAL, AND FOREIGN
INCOME AND OTHER TAX CONSEQUENCES OF THE OFFER.
The receipt of cash by a Holder in exchange for Notes will be a taxable
transaction for federal income tax purposes and may also be a taxable
transaction under applicable state, local or foreign tax laws. Such Holder will
recognize gain or loss in an amount equal to the difference between (i) the
amount of cash received (other than that representing accrued interest) and (ii)
such Holder's adjusted tax basis in the Notes. Subject to the market discount
rules discussed below, such gain or loss will be capital gain or loss. If the
Holder has held such Notes for more than 12 months but less than 18 months, any
gain will be mid-term gain with a maximum federal income tax rate of 28%. If the
Holder has held such Notes for more than 18 months, the gain will be long-term
gain with a maximum federal income tax rate of 20%. Any capital loss will be
short-term loss if the Notes have been held for 12 months or less and long-term
loss if the Notes have been held for more than 12 months.
9
<PAGE> 14
The payment of accrued interest on a Note generally will be treated as
ordinary income.
An exception to the capital gain treatment described above applies to a
Holder who holds a Note with a "market discount." Market discount is the amount
by which the Holder's basis in the Note immediately after its acquisition is
exceeded by the stated redemption price of the Note at maturity. A Note,
however, will be considered to have no market discount if such excess is less
than 1/4 of 1% of the stated redemption price of the Note at maturity multiplied
by the number of complete years from the Holder's acquisition date of the Note
to its maturity date. The gain realized by the Holder of a market discount Note
on its purchase by the Company will be treated as ordinary income to the extent
that a market discount has accrued (on a straight line basis or, at the election
of the Holder, on a constant interest basis) from the Holder's acquisition date
to the date of sale, unless the Holder has elected to include market discount in
income currently as it accrues. Gain in excess of such accrued market discount
will be subject to the capital gains rules described above.
THE DEPOSITARY
The Depositary for the Offer is United States Trust Company of New York.
All deliveries, correspondence and questions sent or presented to the Depositary
relating to the Offer should be directed to one of the addresses or telephone
numbers set forth on the back cover of this Offer to Purchase. Requests for
information or additional copies of the Offer to Purchaser and the related
Letter of Transmittal should be directed to the Depositary.
The Company will pay the Depositary reasonable and customary compensation
for its services in connection with the Offer, plus reimbursement for reasonable
out-of-pocket expenses.
Brokers, dealers, commercial banks and trust companies will be reimbursed
by the Company for customary mailing and handling expenses incurred by them in
forwarding material to their customers.
MISCELLANEOUS
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with the laws of such jurisdiction. If the Company becomes
aware of any jurisdiction where the making of the Offer would not be in
compliance with such laws, the Company will make a good faith effort to comply
with any such laws or seek to have such laws declared inapplicable to the Offer.
If, after such good faith effort, the Company cannot comply with any such
applicable laws, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the Holders residing in such jurisdiction.
10
<PAGE> 15
The Letter of Transmittal, certificates representing tendered Notes and any
other required documents should be sent or delivered by each Holder or such
Holder's broker, dealer, commercial bank, trust company or other nominee to the
Depositary as follows:
The Depositary for the Offer is:
UNITED STATES TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND DELIVERY: BY COURIER:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
P. O. Box 841 Cooper Station 111 Broadway -- Lower Level 770 Broadway -- 13th Floor
New York, New York 10276 New York, New York 10006-1906 New York, New York 10003-9598
</TABLE>
CONFIRM BY TELEPHONE:
(800) 225-2398
(212) 420-6504 (fax)
11
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER
8 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002
OF
BOX ENERGY CORPORATION
PURSUANT TO THE CHANGE IN CONTROL NOTICE AND OFFER TO PURCHASE
DATED SEPTEMBER 22, 1997
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
OCTOBER 22, 1997, UNLESS THE OFFER IS EXTENDED IN ACCORDANCE WITH THE INDENTURE
(SUCH TIME AND DATE OR THE LATEST EXTENSION THEREOF, IF EXTENDED, THE
"EXPIRATION DATE"). NOTES TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
The Depositary for the Offer is:
UNITED STATES TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND DELIVERY: BY COURIER:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
P. O. Box 841 Cooper Station 111 Broadway -- Lower Level 770 Broadway -- 13th Floor
New York, New York 10276 New York, New York 10006-1906 New York, New York 10003-9598
</TABLE>
CONFIRM BY TELEPHONE:
(800) 225-2398
(212) 420-6504 (fax)
Delivery of this Letter of Transmittal to an address, or transmission of
instructions via facsimile, other than as set forth above will not constitute
valid delivery. THE INSTRUCTIONS CONTAINED HEREIN AND IN THE OFFER TO PURCHASE
(AS DEFINED BELOW) SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED. AS DESCRIBED IN THE OFFER TO PURCHASE, THE COMPANY IS MAKING THE
OFFER (AS DEFINED BELOW) ONLY BECAUSE IT IS REQUIRED TO DO SO UNDER ARTICLE
TWELVE OF THE INDENTURE UNDER WHICH THE NOTES WERE ISSUED. THE OFFER DOES NOT
CONSTITUTE A REDEMPTION OF, OR AN ELECTION BY THE COMPANY TO REDEEM, THE NOTES.
HOLDERS HAVE AN ELECTION WHETHER OR NOT TO ACCEPT THE OFFER.
List below the Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, list the certificate numbers and principal
amounts on a separately executed schedule and affix the schedule to this Letter
of Transmittal. Tenders of Notes will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof.
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE
NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER* REPRESENTED** TENDERED**
- ----------------------------------------------------------------------------------------------------------------------
======================================================
======================================================
- ----------------------------------------------------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF NOTES
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by Holders tendering by book-entry transfer (see
below).
** Unless otherwise indicated in the column labeled "Principal Amount
Tendered" and subject to the terms and conditions of the Offer to
Purchase, a Holder will be deemed to have tendered the entire aggregate
principal amount represented by the Notes indicated in the column labeled
"Aggregate Principal Amount Represented." See Instruction 2.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s):
-------------------------------------------------------------------------------
Window Ticket No. (if any):
----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
--------------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
By execution hereof, the undersigned acknowledges receipt of the Change in
Control Notice and Offer to Purchase, dated September 22, 1997 (as the same may
be amended from time to time, the "Offer to Purchase"), of Box Energy
Corporation (the "Company") and this Letter of Transmittal and instructions
hereto (the "Letter of Transmittal"), which together constitute the Company's
offer to purchase (the "Offer") any and all of the outstanding 8 1/4%
Convertible Subordinated Notes due 2002 of the Company (the "Notes"), upon the
terms and subject to the conditions set forth in the Offer to Purchase.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE PAYMENT FOR THE NOTES TO BE
PURCHASED PURSUANT TO THE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
NOTES TO THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
This Letter of Transmittal is to be used by holders of Notes ("Holders") if
certificates representing the Notes are to be physically delivered to the
Depositary herewith by Holders. This Letter of Transmittal is also being
supplied for informational purposes only to persons who hold Notes in book-entry
form through the facilities of The Depository Trust Company ("DTC"). Tender of
Notes held through DTC must be made pursuant to the procedures described under
"Procedures for Tendering Notes -- Tendering Notes -- Notes Held Through DTC" in
the Offer to Purchase.
In order to properly complete this Letter of Transmittal, a Holder must (i)
complete the box entitled "Description of Notes;" (ii) if appropriate, check and
complete the boxes relating to guaranteed delivery, Special Issuance or Payment
Instructions and Special Delivery Instructions; (iii) sign the Letter of
Transmittal; and (iv) complete Substitute Form W-9. Each Holder should carefully
read the detailed Instructions contained herein prior to completing this Letter
of Transmittal.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Offer.
If Holders desire to tender Notes pursuant to the Offer and (i) certificates
representing such Holder's Notes are not lost but are not immediately available
or time will not permit this Letter of Transmittal, certificates representing
such Notes or other required documents to reach the Depositary prior to the
Expiration Date, or (ii) the procedures for book-entry transfer cannot be
completed prior to the Expiration Date, such Holders may effect a tender of such
Notes in accordance with the guaranteed delivery procedures described under
"Procedure for Tendering Notes -- Guaranteed Delivery Procedures" in the Offer
to Purchase. See Instruction 1.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Offer to Purchase.
Your bank or broker can assist you in completing this form. The instructions
included with this Letter of Transmittal must be followed. Questions and
requests for assistance or for additional copies of the Offer to Purchase, this
Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to
the Depositary. See Instruction 9.
The Company is not aware of any jurisdiction where the making of the Offer
would not be in compliance with applicable laws. If the Company becomes aware of
any jurisdiction where the making of the Offer would not be in compliance with
such laws, the Company will make a good faith effort to comply with any such
laws or seek to have such laws declared inapplicable to the Offer. If after such
good faith effort, the Company cannot comply with any such applicable laws, the
Offer will not be made to, nor will tenders be accepted from or on behalf of,
Holders residing in such jurisdiction.
HOLDERS WHO WISH TO ACCEPT THE OFFER AND TENDER THEIR NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offer, the undersigned
hereby tenders to the Company the principal amount of Notes indicated above.
Subject to and effective upon the acceptance for purchase of and payment for
Notes tendered thereby, by executing and delivering a Letter of Transmittal a
tendering Holder (i) irrevocably sells, assigns and transfers to the Company,
all right, title and interest in and to all Notes tendered thereby and (ii)
waives any and all rights with respect to such Notes (including without
limitation any existing or past defaults and their consequences with respect to
such Note and the Indenture under which the Notes were issued), (iii) releases
and discharges the Company from any and all claims such Holder may have now, or
may have in the future arising out of, or related to, such Notes including
without limitation any claims that such Holder is entitled to receive additional
principal or interest payments with respect to such Notes or to participate in
any redemption or defeasance of the Notes and (iv) irrevocably constitutes and
appoints the Depositary the true and lawful agent and attorney-in-fact of such
Holder with respect to any such tendered Notes, with full power of substitution
and resubstitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to (a) deliver certificates representing such
Notes, or transfer ownership of such Notes, on the account books maintained by
DTC, together, in any such case, with all accompanying evidences of transfer and
authenticity, to the Company, (b) present such Notes for transfer on the
relevant security register and (c) receive all benefits or otherwise exercise
all rights of beneficial ownership of such Notes (except that the Depositary
will have no rights to, or control over, funds from the Company, except as agent
for the Company, for the purchase price for any tendered Notes that are
purchased by the Company), all in accordance with the terms of the Offer.
The undersigned understands that tenders of Notes may be withdrawn by
written notice of withdrawal received by the Depositary at any time prior to the
Expiration Date. See Instruction 1.
<PAGE> 3
The undersigned hereby represents and warrants that the undersigned (i) owns
the Notes tendered and is entitled to tender such Notes and (ii) has full power
and authority to tender, sell, assign and transfer the Notes tendered hereby and
that when such Notes are accepted for purchase and payment by the Company, the
Company will acquire good title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or the Company to be necessary or desirable
to complete the sale, assignment and transfer of the Notes tendered hereby.
For the purposes of the Offer, the undersigned understands that the Company
will be deemed to have accepted for purchase validly tendered Notes (or
defectively tendered Notes with respect to which the Company has waived such
defect) only if, as and when the Company gives oral or written notice thereof to
the Depositary. Payment for Notes purchased pursuant to the Offer will be made
by deposit of the purchase price for such Notes with the Depositary, which will
act as agent for tendering Holders for the purpose of receiving payments from
the Company and transmitting such payments to such Holders.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and every
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
The undersigned understands that valid tender of Notes pursuant to any one
of the procedures described under "Procedures for Tendering Notes" in the Offer
to Purchase and in the instructions hereto will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Offer, including the undersigned's waiver of any existing
defaults and their consequences with respect to the Notes and the Indenture
(including, without limitation, a default in the payment of interest).
The undersigned understands that the delivery and surrender of Notes is not
effective, and the risk of loss of the Notes does not pass to the Depositary,
until receipt by the Depositary of this Letter of Transmittal, or a facsimile
hereof, properly completed and duly executed, together with all accompanying
evidences of authority and any other required documents in form satisfactory to
the Company. All questions as to the validity, form, eligibility (including time
of receipt) and acceptance for payment of any tender of Notes pursuant to the
procedures described in the Offer to Purchase and the form and validity
(including time of receipt of notices of withdrawal) of all documents will be
determined by the Company, in its sole direction, which determination shall be
final and binding on all parties.
Unless otherwise indicated herein under "Special Issuance or Payment
Instructions," the undersigned hereby requests that any Notes representing
principal amounts not tendered be issued in the name(s) of the undersigned, and
checks constituting payments for Notes purchased in connection with the Offer be
issued to the order of the undersigned. Similarly, unless otherwise indicated
herein under "Special Delivery Instructions," the undersigned hereby requests
that any Notes representing principal amounts not tendered and checks
constituting payments for Notes to be purchased in connection with the Offer be
delivered to the undersigned at the address(es) shown herein. In the event that
the "Special Issuance or Payment Instructions" box or the "Special Delivery
Instructions" box, or both, are completed, the undersigned hereby requests that
any Notes representing principal amounts not tendered be issued in the name(s)
of, certificates for such Notes be delivered to, and checks constituting
payments for Notes purchased in connection with the Offer be issued in the
name(s) of, and be delivered to, the person(s) at the address(es) so indicated,
as applicable. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Issuance or Payment Instructions" box to transfer any
Notes from the name of the registered Holder(s) thereof if the Company does not
accept for purchase any of the principal amount of such Notes so tendered.
<PAGE> 4
SPECIAL ISSUANCE OR
PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2 THROUGH 6)
To be completed ONLY if certificates for Notes represent a greater amount of
Notes than the Holder is tendering or the check for the purchase price for Notes
to be purchased are to be issued to the order of someone other than the person
or persons whose signature(s) appear(s) within this Letter of Transmittal or
issued to an address different from that shown in the box entitled "Description
of Notes" within this Letter of Transmittal.
Issue: [ ] Notes
[ ] Checks
(Complete as applicable)
Name:
- ------------------------------------------------
(Please Print)
Address:
- ----------------------------------------------
(Please Print)
-------------------------------------------------------
(Zip Code)
-------------------------------------------------------
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2 THROUGH 6)
To be completed ONLY if certificates for Notes represent a greater amount of
Notes than the Holder is tendering or the check for the purchase price for Notes
to be purchased is to be sent to an address different from that shown in the box
entitled "Description of Notes" within this Letter of Transmittal.
Deliver: [ ] Notes
[ ] Checks
(Complete as applicable)
Name:
- ------------------------------------------------
(Please Print)
Address:
- ----------------------------------------------
(Please Print)
-------------------------------------------------------
(Zip Code)
-------------------------------------------------------
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
<PAGE> 5
PLEASE SIGN BELOW
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
(TO BE COMPLETED BY ALL TENDERING HOLDERS
REGARDLESS OF WHETHER NOTES
ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered Holder(s) of
Notes exactly as his (their) name(s) appear(s) on certificate(s) for Notes or by
person(s) authorized to become registered Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If the signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to the Company of such person's authority to so act. See
Instruction 3.
If the signature appearing below is not that of the registered Holder(s) of
the Notes, then the registered Holder(s) must sign a valid power of attorney.
X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
(Signature(s) of Holder(s) or Authorized Signatory)
Date:
- --------------------------------------------- , 1997
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Capacity:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
SIGNATURE GUARANTEE (IF REQUIRED -- SEE INSTRUCTION 3)
Certain signatures must be Guaranteed by an Eligible Institution.
- --------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
- --------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code)
of Eligible Institution)
- --------------------------------------------------------------------------------
(Title)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Printed Name)
- --------------------------------------------------------------------------------
(Title)
Date:
- --------------------------------------------- , 1997
<PAGE> 6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Procedures for Tendering Notes; Guaranteed Delivery Procedures;
Withdrawal of Tenders. To tender Notes in the Offer, certificates representing
such Notes, together with a properly completed and duly executed copy (or
facsimile) of this Letter of Transmittal, and any other documents required by
this Letter of Transmittal must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date. The method of delivery
of this Letter of Transmittal, certificates for Notes and all other required
documents to the Depositary is at the election and risk of Holders. If such
delivery is to be made by mail, it is suggested that Holders use properly
insured registered mail, return receipt requested, and that the mailing be made
sufficiently in advance of the Expiration Date to permit delivery to the
Depositary prior to such date. Except as otherwise provided below, the delivery
will be deemed made when actually received or confirmed by the Depositary. THIS
LETTER OF TRANSMITTAL AND NOTES SHOULD BE SENT ONLY TO THE DEPOSITARY, AND NOT
TO THE COMPANY OR THE TRUSTEE.
This Letter of Transmittal is also being supplied for informational purposes
only to persons who hold notes in book-entry form through the facilities of DTC.
Tender of Notes held through DTC must be made pursuant to the procedures
described under "Procedures for Tendering Notes -- Tendering Notes -- Notes Held
Through DTC" in the Offer to Purchase.
Except as provided herein for the book-entry or guaranteed delivery
procedures, unless the Notes being tendered are deposited with the Depositary on
or prior to the Expiration Date (accompanied by the appropriate, properly
completed and duly executed Letter of Transmittal and any required signature
guarantees and other documents required by this Letter of Transmittal), the
Company may, in its sole discretion, reject such tender. Payment for Notes will
be made only against deposit of tendered Notes.
By executing this Letter of Transmittal (or a facsimile thereof), a
tendering Holder waives any right to receive any notice of the acceptance for
payment of tendered Notes.
For a full description of the procedures for tendering Notes, see
"Procedures for Tendering Notes -- Tendering Notes" in the Offer to Purchase.
If a Holder desires to tender Notes pursuant to the Offer and (i)
certificates representing such Holder's Notes are not lost but are not
immediately available or time will not permit this Letter of Transmittal,
certificates representing Notes or other required documents to reach the
Depositary on or prior to the Expiration Date or (ii) the procedures for
book-entry transfer cannot be completed on or prior to the Expiration Date, such
Holder may effect a tender of such Notes in accordance with the guaranteed
delivery procedures described under "Procedures for Tendering
Notes -- Guaranteed Delivery Procedures" in the Offer to Purchase.
Tenders of Notes may be withdrawn at any time prior to the Expiration Date
pursuant to the procedures described under "Procedures For Tendering
Notes -- Withdrawal Rights" in the Offer to Purchase.
2. Partial Tenders. Tenders of Notes pursuant to the Offer will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. If less
than the entire principal amount of any Notes evidenced by a submitted
certificate is tendered, the tendering Holder must fill in the principal amount
tendered in the last column of the box entitled "Description of Notes" herein.
The entire principal amount represented by the certificates for all Notes
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Notes is not
tendered, certificates for the principal amount of Notes not tendered will be
sent to the Holder unless otherwise provided in the appropriate box on this
Letter of Transmittal (see Instruction 4), promptly after the Notes are accepted
for purchase.
3. Signatures on this Letter of Transmittal; Bond Powers and Endorsement;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered Holder(s) of the Notes tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A HOLDER WHO IS NOT THE
REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID POWER OF
ATTORNEY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY AN ELIGIBLE
INSTITUTION.
If any of the Notes tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Notes are registered in different names on several certificates, it will be
necessary to complete, sign and submit as many copies of this Letter of
Transmittal and any necessary accompanying documents as there are different
names in which certificates are held.
If this Letter of Transmittal is signed by the Holder, and the certificates
for any principal amount of Notes not tendered for purchase are to be issued (or
if any principal amount of Notes that is not tendered for purchase is to be
reissued or returned) to the Holder, and checks constituting payments for Notes
to be purchased in connection with the Offer are to be issued to the order of
the Holder, then the Holder need not endorse any certificates for tendered Notes
nor provide a separate bond power. In any other case (including if this Letter
of Transmittal is not signed by the Holder), the Holder must either properly
endorse the certificates for Notes tendered or transmit a separate properly
completed bond power with this Letter of Transmittal (in either case, executed
exactly as the name(s) of the registered Holder(s) appear(s) on such Notes),
with the signature on the endorsement or bond power guaranteed by an Eligible
Institution, unless such certificates or bond powers are executed by an Eligible
Institution.
<PAGE> 7
If this Letter of Transmittal or any certificates representing Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
submit proper evidence satisfactory to the Company of their authority so to act
with this Letter of Transmittal.
Endorsements on certificates for Notes and signatures on bond powers
provided in accordance with this Instruction 3 by registered Holders not
executing this Letter of Transmittal must be guaranteed by an Eligible
Institution.
No signature guarantee is required if: (i) this Letter of Transmittal is
signed by the registered Holder(s) of the Notes tendered herewith and the
payments for the Notes to be purchased are to be made, or any Notes for
principal amounts not tendered for purchase are to be issued, directly to such
registered Holder(s) and neither the "Special Issuance or Payment Instructions"
box nor the "Special Delivery Instructions" box of this Letter of Transmittal
has been completed; or (ii) such Notes are tendered for the account of an
Eligible Institution. In all other cases, all signatures on Letters of
Transmittal accompanying Notes must be guaranteed by an Eligible Institution.
4. Special Issuance or Payment and Special Delivery Instructions. Tendering
Holders should indicate in the applicable box or boxes the name and address to
which Notes for principal amounts not tendered or not accepted for purchase or
checks constituting payments for Notes to be purchased in connection with the
Offer are to be issued or sent, if different from the name and address of the
Holder signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated. If no instructions are given, Notes not
tendered or not accepted for purchase will be returned to the Holder of the
Notes tendered.
5. Taxpayer Identification Number and Substitute Form W-9. Each tendering
Holder is required to provide the Depositary with the Holder's correct taxpayer
identification number ("TIN"), generally the Holder's social security or federal
employer identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below, or, alternatively, to establish another basis
for exemption from backup withholding. A Holder must cross out item (2) in the
Certification box on Substitute Form W-9 if such Holder is subject to backup
withholding. Failure to provide the information on the form may subject the
tendering Holder to 31% federal income tax backup withholding on the payments
made to the Holder or other payee with respect to Notes purchased pursuant to
the Offer. The box in Part 3 of the form should be checked if the tendering
Holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked and the Depositary
is not provided with a TIN within 60 days, thereafter the Depositary will
withhold 31% from all such payments with respect to the Notes to be purchased
until a TIN is provided to the Depositary.
6. Transfer Taxes. The Company will pay all transfer taxes, if any, payable
on the purchase and transfer of Notes purchased pursuant to the Offer, except in
the case of deliveries of certificates for Notes for principal amounts not
tendered for payment that are to be registered or issued in the name of any
person other than the Holder of Notes tendered hereby, in which case the amount
of any transfer taxes (whether imposed on the registered Holder or such other
person) payable on account of the transfer to such person will be deducted from
the purchase price unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. Irregularities. All questions as to the validity, form, eligibility
(including the time of receipt) and acceptance for payment of any tenders of
Notes pursuant to the procedures described in the Offer to Purchase and the form
and validity (including the time of receipt of notices of withdrawal) of all
documents will be determined by the Company, in its sole discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders determined by it not to be in
proper form or the acceptance of or payment for which may be unlawful. The
Company also reserves the absolute right to waive any of the conditions of the
Offer and any defect or irregularity in the tender of any particular Notes. The
Company's interpretations of the terms and conditions of the Offer (including
without limitation the instructions in this Letter of Transmittal) shall be
final and binding. No alternative, conditional or contingent tenders will be
accepted. Unless waived, any irregularities in connection with tenders must be
cured within such time as the Company shall determine. None of the Company, the
Depositary or any other person will be under any duty to give notification of
any defects or irregularities in such tenders or will incur any liability to
Holders for failure to give such notification. Tenders of such Notes shall not
be deemed to have been made until such irregularities have been cured or waived.
Any Notes received by the Depositary that are not properly tendered and as to
which the irregularities have not been cured or waived will be returned by the
Depositary to the tendering Holders, unless such Holders have otherwise provided
herein, as promptly as practical following the Expiration Date.
8. Mutilated, Lost, Stolen or Destroyed Certificates for Notes. Any Holder
whose certificates for Notes have been mutilated, lost, stolen or destroyed
should contact the Depositary at the address indicated above for further
instructions.
9. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering Notes and requests for assistance or additional copies
of the Offer to Purchase and this Letter of Transmittal may be directed to, and
additional information about the Offer may be obtained from the Depositary,
whose address and telephone number appears herein.
<PAGE> 8
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Notes are accepted
for payment is required by law to provide the Depositary (as payer) with such
Holder's correct TIN on Substitute Form W-9 included herein or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his social security number. If the Depositary is not
provided with the correct TIN, a $50 penalty may be imposed by the Internal
Revenue Service, and payments made with respect to Notes purchased pursuant to
the Offer may be subject to backup withholding. Failure to comply truthfully
with the backup withholding requirements also may result in the imposition of
severe criminal and/or civil fines and penalties.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign, date and return the Substitute Form
W-9 to the Depositary. A foreign person, including entities, may qualify as an
exempt recipient by submitting to the Depositary a properly completed Internal
Revenue Service Form W-8, signed under penalties of perjury, attesting to that
Holder's foreign status. A Form W-8 can be obtained from the Depositary. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the Holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Notes
purchased pursuant to the Offer, the Holder is required to provide the
Depositary with either: (i) the Holder's correct TIN by completing the form
included herein, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such Holder is awaiting a TIN) and that (A) the Holder has not
been notified by the Internal Revenue Service that the Holder is subject to
backup withholding as a result of failure to report all interest or dividends or
(B) the Internal Revenue Service has notified the Holder that the Holder is no
longer subject to backup withholding; or (ii) an adequate basis for exemption.
<PAGE> 9
NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary the TIN (e.g., social security
number or employer identification number) of the registered Holder of the Notes.
If the Notes are held in more than one name or are held not in the name of the
actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
PAYER'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
SUBSTITUTE
FORM W-9
PART 1 -- PLEASE PROVIDE YOUR TIN IN
DEPARTMENT OF THE TREASURY THE BOX AT RIGHT AND CERTIFY BY -------------------------
INTERNAL REVENUE SERVICE SIGNING AND DATING BELOW Social Security Number or
Employer identification number
-------------------------------------------------------------------------------------
PART 2 -- Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I
am waiting for a number to be issued to me) and
(2) I am not subject to back-up withholding either because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to back-up withholding as a result of failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to back-up withholding.
-------------------------------------------------------------------------------------
PAYER'S REQUEST FOR Certified instructions -- You must cross out item PART 3 --
TAXPAYER (2) above if you have been notified by the IRS that
IDENTIFICATION you are subject to back-up withholding because of Check if
NUMBER (TIN) underreporting interest or dividends on your tax Awaiting TIN [ ]
return. However, if after being notified by the IRS
that you were subject to backup withholding you
received another notification from the IRS stating
that you are no longer subject to back-up
withholding, do not cross out item (2).
SIGNATURE ----------------------- DATE-----------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF TAXPAYER AWAITING IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration or (b) I
intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
- ------------------------------------------------------
- ------------------------------------ , 1997
Signature Date
<PAGE> 10
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine what name
and number to give the payer.
- ---------------------------------------------------------------
---------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- --------------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- --------------------------------------------------------------
<C> <S> <C>
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of the
account) account or, if combined
funds, any one of the
individuals(1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person(1)
4. Custodian account of minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the
minor is the only
contributor, the
minor(1)
6. Account in the name of guardian The ward, minor, or
or committee for a designated incompetent person(3)
ward, minor, or incompetent
person
7. a. The usual revocable savings The actual owner(1)
trust account (grantor is also
trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under State law
8. Sole proprietorship The owner(4)
</TABLE>
9. Sole proprietorship account The Owner(4)
10. A valid trust, estate, or Legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)
11. Corporate account The Corporation
12. Partnership account held in the The partnership
name of the business
13. Association, club, religious, The organization
charitable, educational or
other tax-exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State
or local government, school
district or prison) that
receives agricultural program
payments
- ---------------------------------------------------------------
---------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. You may also enter your business name.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 11
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a), an individual retirement
plan, or a custodial account under section 403(b)(7), if the account satisfies
the requirements of section 401(f)(2).
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or any
agency, or instrumentality thereof.
- - An international organization or any agency, or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- - An entity registered at all times during the tax year under the Investment
Company Act of 1940
- - A foreign central bank of issue.
- - A futures commission merchant registered with the Commodity Futures Trading
Commission.
- - A middleman known in the investment community as a nominee or who is listed in
the most recent publication of the American Society of Corporate Secretaries,
Inc. Nominee List.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received in not paid in
money.
- - Payments made by certain foreign organizations.
- - Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under section 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of tax returns. Payers
must be given the numbers whether or not recipients are required to file tax
returns. Payers must generally withhold 31% of taxable interest, dividend, and
certain other payments to a payee who does not furnish a taxpayer identification
number to a payer. Certain penalties may also apply.
PENALTIES
PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY FOR
TENDER OF CERTIFICATES FOR
8 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002
OF
BOX ENERGY CORPORATION
Capitalized terms used but not defined herein have the meanings given them
in the Change in Control Notice and Offer to Purchase, dated September 22, 1997
(the "Offer to Purchase").
This Notice of Guaranteed Delivery may be used to cause a tender of 8 1/4%
Convertible Subordinated Notes due 2002 of the Company (the "Notes") by (i) a
record holder of Notes if certificates for the Notes are not immediately
available or time will not permit all required documents to reach the Depositary
on or prior to the Expiration Date or (ii) by a DTC Participant if the
procedures for book-entry transfer described in the Offer to Purchase cannot be
completed on a timely basis.
The Depositary for the Offer is:
UNITED STATES TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND DELIVERY: BY COURIER:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
P. O. Box 841 Cooper Station 111 Broadway -- Lower Level 770 Broadway -- 13th Floor
New York, New York 10276 New York, New York 10006-1906 New York, New York 10003-9598
</TABLE>
CONFIRM BY TELEPHONE:
(800) 225-2398
(212) 420-6504 (fax)
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY
<PAGE> 2
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase and the Letter of Transmittal.
On the terms and subject to the conditions of the Offer to Purchase and the
Letter of Transmittal, the undersigned hereby represents that it is the holder
of the Notes (or the holder of interests in the Global Note) being tendered (or
caused to be tendered) hereby and is entitled to tender (or cause to be
tendered) such Notes as contemplated by the Offer and, pursuant to the
guaranteed delivery procedures described in the Offer to Purchase and Letter of
Transmittal, hereby tenders (or causes a tender) to the Company the aggregate
principal amount of Notes indicated below.
Except as stated in the Offer to Purchase, all authority herein conferred
or agreed to be conferred shall survive the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.
A record Holder must execute this Notice of Guaranteed Delivery exactly as
its name appears on its Notes, and a DTC Participant must execute this Notice of
Guaranteed Delivery exactly as its name is registered with DTC. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person must set forth his or her name, address and capacity as
indicated below and submit evidence to the Company of such person's authority so
to act.
Signed:
- --------------------------------------------------------------------------------
Name(s):
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Company:
- --------------------------------------------------------------------------------
Capacity:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------- , 1997
Aggregate Principal Amount of Notes Tendered:
- -------------------------------------------------------
Certificate Nos. for Notes (if applicable):
- --------------------------------------------------------------
If being executed by a DTC Participant:
DTC Participant's No.
- --------------------------------------------------------------------------------
Account No.
- --------------------------------------------------------------------------------
Transaction Code No.
- --------------------------------------------------------------------------------
<PAGE> 3
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a registered national securities exchange or
of the National Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United States or another
"Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, hereby guarantees that, within three New York
Stock Exchange trading days from the date of receipt by the Depositary of this
Notice of Guaranteed Delivery, a properly completed and validly executed Letter
of Transmittal (or a facsimile thereof), together with Notes tendered hereby in
proper form for transfer, (or confirmation of the book-entry transfer of such
Notes into the Depositary's account at The Depositary Trust Company, pursuant to
the procedures for book-entry transfer set forth under "Procedure for Tendering
Notes" in the Offer to Purchase) and all other required documents will be
delivered by the undersigned to the Depositary.
- --------------------------------------------------------------------------------
NAME OF FIRM
- --------------------------------------------------------------------------------
ADDRESS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AREA CODE AND TELEPHONE NO.
- --------------------------------------------------------------------------------
AUTHORIZED SIGNATURE
NAME:
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
- --------------------------------------------------------------------------------
TITLE
- --------------------------------------------------------------------------------
DATE
The institution which completes this form must deliver to the Depositary
the Guarantee, the Letter of Transmittal (or facsimile thereof) and certificates
for Notes within the time periods specified herein. Failure to do so could
result in a financial loss to such institution.
DO NOT SEND CERTIFICATES FOR NOTES WITH THIS FORM.
CERTIFICATES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.
<PAGE> 1
BOX ENERGY CORPORATION
CHANGE IN CONTROL NOTICE AND OFFER TO PURCHASE
FOR CASH ANY AND ALL OF THE OUTSTANDING
8 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002
OF BOX ENERGY CORPORATION
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
OCTOBER 22, 1997, UNLESS THE OFFER IS EXTENDED IN ACCORDANCE WITH THE INDENTURE
(SUCH TIME AND DATE OR THE LATEST EXTENSION THEREOF, IF EXTENDED, THE
"EXPIRATION DATE"). NOTES TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
September 22, 1997
To our clients:
Enclosed for your consideration is a Change in Control Notice and Offer to
Purchase, dated September 22, 1997 (as the same may be amended from time to
time, the "Offer to Purchase"), and a form of Letter of Transmittal and
instructions thereto (the "Letter of Transmittal"), relating to the offer (the
"Offer") by Box Energy Corporation (the "Company") to purchase for cash any and
all of its outstanding 8 1/4% Convertible Subordinated Notes due 2002 (the
"Notes") at 100% of the principal amount thereof, plus accrued interest thereon
through the date of payment.
The materials are being forwarded to you as the beneficial owner of Notes
carried by us for your account or benefit but not registered in your name. A
tender of any Notes may only be made by us as the registered Holder and pursuant
to your instructions.
Accordingly, we request instructions as to whether you wish us to tender
any or all such Notes held by us for your account or benefit pursuant to the
terms and conditions set forth in the Offer to Purchase and the Letter of
Transmittal. We urge you to read carefully the Offer to Purchase and Letter of
Transmittal before instructing us to tender your Notes.
The Company has informed us that the Company is making the Offer only
because it is required to do so pursuant to Article Twelve of the Indenture
under which the Notes were issued.
If you elect to tender Notes, your instructions to us should be forwarded
as promptly as possible in order to permit us to tender Notes on your behalf in
accordance with the provisions of the Offer. Notes tendered pursuant to the
Offer may be validly withdrawn, subject to the procedures described in the Offer
to Purchase, at any time prior to the Expiration Date.
Your attention is directed to the following:
1. The Offer does not constitute a redemption of, or an election by
the Company to redeem, the Notes. Holders have an election whether or not
to accept the Offer.
2. The Offer is for any and all outstanding Notes.
3. The Offer and withdrawal rights will expire on the Expiration Date.
4. Any transfer taxes incident to the transfer of Notes from the
tendering Holder to the Company will be paid by the Company, except as
provided in the Offer to Purchase and the instructions to the Letter of
Transmittal.
<PAGE> 2
If you wish to have us tender any or all of your Notes held by us for your
account or benefit, please so instruct us by completing, executing and returning
to us the instruction form that appears below. If you authorize the tender of
your Notes, all such Notes will be tendered unless otherwise specified below.
THE ACCOMPANYING LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL
PURPOSES ONLY AND MAY NOT BE USED BY YOU TO TENDER NOTES HELD BY US AND
REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offer.
This will instruct you to tender the principal amount of Notes indicated
below held by you for the account or benefit of the undersigned pursuant to the
terms of and conditions set forth in the Offer to Purchase and the Letter of
Transmittal.
[ ] Please tender ALL my Notes held by you for my account or benefit.
[ ] Please tender LESS than all my Notes. I wish to tender $ principal
amount of Notes (Tenders must be in increments of $1000).
[ ] Please do not tender any Notes held by you for my account or benefit.
Date:
- ------------------------------
---------------------------------------
---------------------------------------
Signature(s)
---------------------------------------
---------------------------------------
Please print name(s) here
UNLESS A SPECIFIC INSTRUCTION IS GIVEN BY MARKING ONE OF THE BOXES, YOUR
SIGNATURE(S) HEREON SHALL NOT CONSTITUTE AN INSTRUCTION TO US TO TENDER ANY OF
YOUR NOTES.
2
<PAGE> 1
BOX ENERGY CORPORATION
CHANGE IN CONTROL NOTICE AND OFFER TO PURCHASE
FOR CASH ANY AND ALL OF THE OUTSTANDING
8 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002
OF BOX ENERGY CORPORATION
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
OCTOBER 22, 1997, UNLESS THE OFFER IS EXTENDED IN ACCORDANCE WITH THE INDENTURE
(SUCH TIME AND DATE OR THE LATEST EXTENSION THEREOF, IF EXTENDED, THE
"EXPIRATION DATE"). NOTES TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
September 22, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
Enclosed for your consideration is a Change in Control Notice and Offer to
Purchase, dated September 22, 1997 (as the same may be amended from time to
time, the "Offer to Purchase"), and form of Letter of Transmittal and
instructions thereto (the "Letter of Transmittal") relating to the offer (the
"Offer") by Box Energy Corporation (the "Company") to purchase for cash all of
the outstanding 8 1/4% Convertible Subordinated Notes due 2002 of the Company
(the "Notes") at 100% of the principal amount thereof, plus accrued interest
thereon through the date of payment.
We are asking you to contact your clients for whom you hold Notes
registered in your name (or in the name of your nominee) and who, to your
knowledge, hold Notes registered in their own names. You will be reimbursed by
the Company for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. The Company will pay
all transfer taxes, if any, applicable to the tender of Notes, except as
otherwise provided in the Offer to Purchase and the Letter of Transmittal.
Enclosed is a copy of each of the following documents for forwarding to
your clients:
1. The Offer to Purchase.
2. A Letter of Transmittal, including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9, for your use in
connection with the tender of Notes by record holders and for the
information of your clients.
3. A form of letter addressed "To Our Clients" that may be sent to
your clients for whose accounts you hold Notes registered in your name or
the name of your nominee, with space provided for obtaining the clients'
instructions with regard to the Offer.
4. A Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Notes are not lost but not immediately available, or if
the procedure for book-entry transfer cannot be completed on or prior to
the Expiration Date.
Your prompt action is requested. Notes tendered pursuant to the Offer may
be validly withdrawn, subject to the procedures described in the Offer to
Purchase, at any time prior to the Expiration Date.
<PAGE> 2
Please refer to "Procedures for Tendering Notes" in the Offer to Purchase
for a description of the procedures which must be followed to tender Notes in
the Offer.
Additional copies of the enclosed materials may be obtained from the
Depositary at (800) 225-2398.
Very truly yours,
BOX ENERGY CORPORATION
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY, THE TRUSTEE, OR THE DEPOSITARY, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE OFFER TO
PURCHASE OR THE LETTER OF TRANSMITTAL.
