UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HUGOTON ENERGY CORPORATION
- ----------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -----------------------------------------------------------------
(Title of Class of Securities)
444613 10 3
-------------
(CUSIP Number)
Robert A. BelferChairman and Chief Executive OfficerBelco Oil & Gas
Corp.767 Fifth Avenue, 46th FloorNew York, NY 10153(212) 644-2200
- --------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
June 17, 1997
- -----------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 14 Pages
SCHEDULE 13D
CUSIP NO. 444613 10 3 PAGE 2 OF 14 PAGES
1 NAME OF REPORTING PERSONS.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BELCO ENERGY LP13-3882535
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK & WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,940,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,940,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,940,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!INCLUDE BOTH SIDES OF THE
COVER PAGE, RESPONSES TO ITEMS 1-7(INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 444613 10 3 PAGE 3 OF 14 PAGES
1 NAME OF REPORTING PERSONS.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BELCO OPERATING CORP.51-0340969
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,940,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,940,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,940,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!INCLUDE BOTH SIDES OF THE
COVER PAGE, RESPONSES TO ITEMS 1-7(INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 444613 10 3 PAGE 4 OF 14
PAGES
1 NAME OF REPORTING PERSONS.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BELCO OIL & GAS CORP.13-3869719
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,940,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,940,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,940,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!INCLUDE BOTH SIDES OF THE
COVER PAGE, RESPONSES TO ITEMS 1-7(INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 444613 10 3 PAGE 5 OF 14 PAGES
1 NAME OF REPORTING PERSONS.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT A. BELFER###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,940,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,940,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,940,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!INCLUDE BOTH SIDES OF THE
COVER PAGE, RESPONSES TO ITEMS 1-7(INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates
to the common stock, no par value per share (the "Common Stock"),
of Hugoton Energy Corporation, a Kansas corporation (the
"Company"). The Company's principal executive offices are
located at 301 N. Main, Suite 1900, Wichita, Kansas 67202.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Belco Energy LP ("Belco
Energy"), Belco Operating Corp. ("Belco Operating"), Belco Oil &
Gas Corp. ("Belco") and Mr. Robert A. Belfer ("Mr. Belfer" and
with Belco Energy, Belco Operating and Belco, collectively, the
"Reporting Parties").
Belco is a Nevada corporation and an independent energy
company engaged in the exploration, development and production of
natural gas and oil. The business address of Belco is set forth
in the cover page hereof. Belco Energy is a Delaware limited
partnership whose general partner is Belco Operating, a Delaware
corporation and a wholly-owned subsidiary of Belco. Belco
Energy's principal business is the exploration, development and
production of natural gas and oil and its principal offices are
located at 14300 Cornerstone Village Drive, Suite 421, Houston,
Texas 77104. Belco Operating's principal business is the
exploration, development and production of natural gas and oil
and its principal offices are located at 14300 Cornerstone
Village Drive, Suite 421, Houston, Texas 77104.
For information with respect to the identity and background
of directors and executive officers of Belco and Belco Operating,
see Schedules I and II hereto, respectively. All persons
identified in Schedules I and II are United States citizens.
Mr. Belfer is Chairman of the Board and Chief Executive
Officer of Belco at the address listed on the cover page herein.
Mr. Belfer is the beneficial owner of approximately 38.85% of the
shares of common stock of Belco and as such may be considered as
beneficial owner of the shares of Common Stock beneficially owned
by Belco. Mr. Belfer is a United States citizen.
During the past five years, none of the Reporting Parties
(i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) has been
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
The purchase price for the 2,940,000 shares of Common Stock
beneficially owned by the Reporting Parties (the "Purchased
Stock") was $30,870,000, at $10.50 per share, of which
approximately $10,000,000 was funded through borrowings under
Belco Energy's credit agreement dated as of December 1, 1994, as
amended (the "Credit Agreement"). The Credit Agreement is
incorporated herein by reference, as described in Exhibit B. The
remaining portion of the purchase price was funded from working
capital.
Item 3 is inapplicable to Belco, Belco Operating and Mr.
Belfer.
ITEM 4. PURPOSE OF TRANSACTION.
Belco acquired the Purchased Stock for investment and for the
purpose of pursuing the possibility of a business combination
transaction between Belco and the Company. Belco entered into a
mutual confidentiality agreement with the Company for the purpose
of exchanging information with the Company. On June 25, 1997,
Belco submitted a written proposal to the Company relating to
Belco acquiring all of the outstanding Common Stock (other than
the Purchased Stock) at a price per share with a value of $15.00
per share, consisting of $5.00 in cash (the "Cash Consideration")
and $10.00 in newly issued Belco common stock (the "Stock
Consideration"), subject to Belco's satisfactory completion of its
due diligence of the Company and the negotiation and execution of
a mutually satisfactory definitive agreement. The proposal
provided that the amount of shares of Belco common stock
constituting the Stock Consideration will be calculated assuming a
market price per share of Belco common stock of $23.00, and will
be increased or decreased, as applicable, by up to 10%, to the
extent that the market price of Belco common stock at the time of
the consummation of the transaction is more or less than $23.00.
The written proposal submitted by Belco was not a binding
commitment. The combination of the proposal and Belco's
acquisition of the Purchased Stock at $10.50 per share would
result in a blended cost to Belco of $14.33 per share for all of
the outstanding Common Stock. On June 27, 1997, Belco and the
Company entered into an agreement granting Belco an exclusivity
period until the close of business on July 11, 1997, and whereby
the Company agreed to reimburse Belco for its reasonable expenses
incurred in connection with pursuing the proposal up to $150,000
in the event Belco and the Company do not enter into a definitive
agreement with respect to a business combination and, within 12
months of June 27, 1997, the Company enters into an agreement with
a third party relating to a comparable transaction at a purchase
price per share with a value of $14.00 or more. There can be no
assurances that Belco will enter into a business combination
transaction with the Company. A copy of such written proposal is
attached hereto as Exhibit C and a copy of such agreement relating
to exclusivity and reimbursement of expenses is attached hereto as
Exhibit D.
Except to the extent indicated above, the Reporting Parties
and the persons named in Item 2 presently have no plans or
proposals relating to the Company's securities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Parties are deemed to beneficially own
2,940,000 shares of Common Stock by virtue of Belco's purchase of
such shares pursuant to the Stock Purchase Agreement. The
2,940,000 shares of Common Stock beneficially owned by the
Reporting Parties represent, to the best of the Reporting
Parties' knowledge, 14.87% of the outstanding Common Stock, on
the basis of 19,767,036 shares of Common Stock as disclosed in
the Report on Form 10-Q filed by the Company for the quarterly
period ended March 31, 1997. The executive officers and
directors of Belco and Belco Operating may be deemed beneficial
owners of the shares beneficially owned by Belco and Belco
Operating, respectively. However, (i) such executive officers
and directors disclaim such beneficial ownership, and (ii) such
executive officers and directors are beneficial owners of no
other shares of Common Stock, except that Mr. Philip A. Epstein
owns 100 shares of Common Stock.
Mr. Belfer joins the other Reporting Parties in filing this
Schedule 13D because, as beneficial owner of 38.85% of the shares
of common stock of Belco, he may be deemed beneficial owner of
the shares of Purchased Stock beneficially owned by Belco,
although neither the fact of this filing nor anything contained
herein shall be deemed to be an admission that Mr. Belfer
beneficially owns any of the shares of Purchased Stock owned by
the other Reporting Parties, for which Mr. Belfer disclaims
beneficial ownership.
(b) The responses of the Reporting Parties to Items 7
through 11 and Item 13 on the cover page of this Schedule 13D
relating to beneficial ownership of the Purchased Stock are
incorporated herein by reference.
(c) Except as set forth above, the Reporting Parties have
not engaged in any transactions in the class of securities
reported on during the past sixty days.
(d) No person other than the Reporting Parties is known to
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Purchased
Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On June 17, 1997, Belco entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with First Reserve
Secured Energy Assets Fund, Limited Partnership and First Reserve
Fund V, Limited Partnership providing for the purchase of the
Purchased Stock for $30,870,000, at $10.50 per share. Belco
assigned its rights under the Stock Purchase Agreement to Belco
Energy. On June 19, 1997, Belco Energy acquired the Purchased
Stock.
In connection with the Stock Purchase Agreement, Belco entered
into a letter agreement with the Company whereby each of Belco and
the Company agreed to enter into a mutual confidentiality
agreement and whereby the Company agreed to grant Belco, and
granted Belco, certain registration rights with respect to the
Purchased Stock. The Stock Purchase Agreement is attached hereto
as Exhibit E. The mutual confidentiality agreement is attached
hereto as Exhibit F. The letter agreement is attached hereto as
Exhibit G, and a press release issued by Belco on June 20, 1997
relating to the transactions which are the subject of this filing,
is attached hereto as Exhibit H. In addition, as stated and
described in Item 4, (i) on June 25, 1997, Belco submitted to the
Company a written proposal relating to Belco acquiring all of the
outstanding capital sock of the Company (other than the Purchased
Stock), a copy of which is attached hereto as Exhibit C and (ii)
on June 27, 1997, the Company and Belco entered into an agreement
granting Belco an exclusivity period until the close of business
on July 11, 1997, and whereby the Company agreed, under certain
circumstances, to reimburse Belco for expenses incurred in
pursuing the proposal up to $150,000, a copy of which is attached
hereto as Exhibit D.
There are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among Belco Energy, Belco
Operating, Belco, Mr. Belfer and the other individuals named in
Item 2 hereof and between such persons and any other person with
respect to any securities of the company, including but not
limited to transfer or voting of any of such securities, finder's
fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of
this Schedule 13D.
Exhibit A Agreement Concerning Filing Schedule
13D.
Exhibit B Credit Agreement dated as of December 1,
1994 between Belco Energy and The Chase
Manhattan Bank, N.A. (Incorporated by
reference to Exhibit 10.18 of the
Registration Statement on Form S--1,
Registration No. 333-1034); Amendment
No. 1 to the Credit Agreement dated as
of January 25, 1996 (Incorporated by
reference to Exhibit 10.19 of the
Quarterly Report filed on Form 10-Q
dated March 31, 1996); Amendment No. 2
to the Credit Agreement dated as of
March 1, 1996 (Incorporated by reference
to Exhibit 10.20 of the Quarterly Report
filed on Form 10-Q dated March 31,
1996); Amendment No. 3 to the Credit
Agreement dated as of March 29, 1996
(Incorporated by reference to Exhibit
10.21 of the Quarterly Report filed on
Form 10-Q dated March 31, 1996).
Exhibit C Proposal Letter, dated June 25, 1997.
Exhibit D Letter Agreement, dated June 27, 1997.
Exhibit E Stock Purchase Agreement, dated as of
June 17, 1997, between First Reserve
Secured Energy Assets Fund, Limited
Partnership, First Reserve Fund V,
Limited Partnership and Belco.
Exhibit F Confidentiality Agreement, dated June
17, 1997, between Belco and the Company.
Exhibit G Letter Agreement, dated June 17, 1997,
between Belco and the Company.
Exhibit H Press Release, dated June 20, 1997, of
Belco.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: June 27, 1997
BELCO ENERGY LP
By: Belco Operating Corp.
its General Partner
By: /s/Robert A. Belfer
-----------------------------
Name: Robert A. Belfer
Title: Chairman and
Chief Executive Officer
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: June 27, 1997
BELCO OPERATING CORP.
By: /s/Robert A. Belfer
-----------------------------
Name: Robert A. Belfer
Title: Chairman and
Chief Executive Officer
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: June 27, 1997
BELCO OIL & GAS CORP.
By: /s/Robert A. Belfer
-----------------------------
Name: Robert A. Belfer
Title: Chairman and
Chief Executive Officer
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: June 27, 1997
By: /s/Robert A. Belfer
-----------------------------
Name: Robert A. Belfer
Schedule I
The name, business address, and present principal occupation
or employment of each of the executive officers and directors of
Belco are set forth below. Unless otherwise indicated, (i) the
business address of each executive officer is either 767 Fifth
Avenue, 46th Floor, New York, New York 10153 as indicated by the
sign (NY) or 14300 Cornerstone Village Drive, Suite 421, Houston,
Texas 77104 as indicated by the sign (TX); (ii) each director and
executive officer is a citizen of the United States; (iii) such
person does not have any other principal occupation; (iv) in the
last five years, none has been convicted in a criminal proceeding
excluding traffic violations or similar misdemeanor; and (v) in
the last five years, none has been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Name and Position with Belco:
Robert A. Belfer
Chairman of the Board, Chief Executive Officer and
Director (NY)
Laurence D. Belfer
President, Chief Operating Officer and Director (NY)
Graham Allison
Director
Douglas Dillon Professor of Government and
Director of the Center for Science and International
Affairs, Kennedy School of Government, 79 JFK
Street, Cambridge, MA 02138
Daniel C. Arnold
Director
Alan D. Berlin
Director
Partner in the law firm Aitken Irvin Lewin Berlin
Vrooman & Cohn, LLP, 2 Gannet Drive, White Plains, NY 10614
Jack Saltz
Director
President of OTS Corp. and Highpro Corp.
Georgiana Sheldon-Sharp
Director
Member of the Executive Committee of the
United States Energy Association World Energy
Conference, U.S. Energy Association, 1620 Eye St. NW,
Suite 1000, Washington, DC 20006
Philip A. Epstein
Senior Financial and Legal Advisor and General
Counsel (NY)
Dominick J. Golio
Vice President - Finance, Chief Financial Officer
and Treasurer (NY)
Shiv K. Sharma
Senior Vice President - Engineering (NY)
Mel Fife
Vice President - Land (TX)
Gary Hampton
Vice President - Exploration - Eastern Region (TX)
Steven L. Mueller
Vice President - Exploration - Western Region (TX)
George A. Sheffer
Vice President - Operations (TX)
Schedule II
The name, business address, and present principal occupation
or employment of each of the executive officers and directors of
Belco Operating are set forth below. Unless otherwise indicated,
(i) the business address of each executive officer is either 767
Fifth Avenue, 46th Floor, New York, New York 10153 as indicated
by the sign (NY) or 14300 Cornerstone Village Drive, Suite 421,
Houston, Texas 77104 as indicated by the sign (TX); (ii) each
director and executive officer is a citizen of the United States;
(iii) such person does not have any other principal occupation;
(iv) in the last five years, none has been convicted in a
criminal proceeding excluding traffic violations or similar
misdemeanor; and (v) in the last five years, none has been party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Name and Position with Belco Operating:
Robert A. Belfer
Chairman of the Board, Chief Executive Officer and
Director (NY)
Laurence D. Belfer
President, Chief Operating Officer and Director (NY)
Alan D. Berlin
Director
Partner in the law firm Aitken Irvin Lewin Berlin
Vrooman & Cohn, LLP, 2 Gannet Drive, White Plains, NY 10614
Shiv K. Sharma
Senior Vice President - Engineering and Director (NY)
Philip A. Epstein
Senior Financial and Legal Advisor and General
Counsel (NY)
Dominick J. Golio
Vice President - Finance and Chief Financial
Officer (NY)
George A. Sheffer
Vice President - Operations (TX)
Gary Hampton
Vice President - Exploration - Eastern Region (TX)
Steven L. Mueller
Vice President - Exploration - Western Region (TX)
Mel Fife
Vice President - Land (TX)
Exhibit A
Belco Energy LP, a Delaware limited partnership ("Belco
Energy"), Belco Operating Corp., a Delaware corporation ("Belco
Operating"), Belco Oil & Gas Corp., a Nevada corporation
("Belco"), and Mr. Robert A. Belfer ("Mr. Belfer"), pursuant to
Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, hereby agree to the joint filing of a statement
on Schedule 13D with respect to a Common Stock, without par
value, of Hugoton Energy Corporation and that this agreement be
included as an exhibit to such joint filing.
Belco Energy, Belco Operating, Belco and Mr. Belfer
separately acknowledge that they are each responsible for the
timely filing of such statement and any amendments thereto, and
for the completeness and accuracy of the information concerning
them contained herein. No party to this agreement is responsible
for the completeness or accuracy of the information concerning
the other party, unless such party knows or has reason to believe
that such information is inaccurate.
This agreement may be executed in any number of counterparts
all of which taken together shall constitute one and the same
instrument.
Dated as of the 27th day of June, 1997.
BELCO ENERGY LP
By: Belco Operating Corp.
its General Partner
By: /s/Robert A. Belfer
-------------------------
Name: Robert A. Belfer
Title: Chairman and
Chief Executive Officer
BELCO OPERATING CORP.
By: /s/Robert A. Belfer
-----------------------
Name: Robert A. Belfer
Title: Chairman and
Chief Executive Officer
BELCO OIL & GAS CORP.
By: /s/Robert A. Belfer
-------------------------
Name: Robert A. Belfer
Title: Chairman and
Chief Executive Officer
By: /s/Robert A. Belfar
-------------------------
Name: Robert A. Belfer
Exhibit C
Belco Oil & Gas Corp.
767 Fifth Avenue
New York, New York 10153
STRICTLY CONFIDENTIAL
Mr. Jim Parkman June 25, 1997
Petrie Parkman & Co.
6350 Texas Commerce Tower
Houston, Texas 77002
Dear Jim:
Belco Oil & Gas Corp. ("Belco") is pleased to submit a
proposal to acquire all of the outstanding shares of capital
stock of Hugoton Energy Corporation (the "Company"). Belco
proposes (the "Proposal") to acquire all of the outstanding
shares of capital stock of the Company (the "Acquisition"),
other than the 14.9% of the outstanding Common Stock of the
Company owned by Belco and its affiliates which will be
canceled upon the consummation of the Acquisition, at a
purchase price with a value of $15.00 per share of Common
Stock of the Company, consisting of $5.00 in cash (the "Cash
Consideration") and newly issued Belco Common Stock with a
value of $10.00 (the "Stock Consideration"). The amount of
shares of Belco Common Stock constituting the Stock
Consideration will be calculated assuming a market price per
share of Belco Common Stock of $23.00, and will be increased
or decreased, as applicable, by up to 10%, to the extent
that the market price of Belco Common Stock at the time of
the consummation of the Acquisition is more or less than
$23.00.
What follows are additional terms and conditions
relating to the Proposal:
1. The Proposal is not subject to a financing condition.
2. The Proposal is subject to the satisfactory completion
by Belco of its due diligence review of the Company. Belco
is prepared to diligently pursue its due diligence review of
the Company until completion.
3. The Proposal is subject to the negotiation and
execution of a mutually satisfactory definitive
Agreement and Plan of Merger containing terms and
conditions customary for a transaction of this
type.
4. This letter is not intended to constitute a binding
commitment, and Belco reserves the right to
withdraw the Proposal at any time. A binding
commitment with respect to the proposed Acquisition
will result only from the execution of a definitive
agreement subject to the conditions expressed
therein.
Belco is eager to proceed promptly, and expects to hear
a response from the Company to the Proposal as soon as
possible.
Very truly yours,
BELCO OIL & GAS CORP.,
By /s/Robert A. Belfer
---------------------------
Name: Robert A. Belfer
Title: Chairman of the
Board of Directors
and Chief Executive
Officer
cc: Mr. Floyd C. Wilson
Exhibit D
Belco Oil & Gas Corp.
767 Fifth Avenue
New York, New York 10153
Mr. Floyd C. Wilson June 27, 1997
Chairman of the Board of Directors
Hugoton Energy Corporation
301 N. Main, Suite 1900
Wichita, Kansas 67202
Dear Mr. Wilson:
Belco Oil & Gas Corp. ("Belco") is pleased to have been
notified that Hugoton Energy Corporation (the "Company") is
interested in pursuing a business combination transaction
with Belco, whereby Belco would acquire all of the
outstanding capital stock of the Company (the
"Acquisition").
Given the time, effort and expense involved in Belco
further pursuing the Acquisition, Belco is willing to
further pursue the Acquisition if the Company agrees to the
following:
1. From the date hereof until the close of business on
July 11, 1997 (the "Exclusivity Period"), the Company shall
not, and shall cause its affiliates, officers, employees,
directors, stockholders and representatives not to,
(A) solicit offers, inquiries or proposals from, or
negotiate or participate in discussions with, or disclose
information to, others in connection with any acquisition,
purchase or sale of all or a material amount of the assets
of, or any securities of, or any merger, consolidation or
business combination, liquidation, reorganization or similar
transaction involving, the Company or any of its
subsidiaries or divisions (an "Alternative Transaction"), or
otherwise cooperate in any way, or assist or participate in,
or facilitate or encourage, any such proposal or offer, or
(B) participate in any discussions or negotiations
regarding, or furnish to any other person any information
with respect to, any effort or attempt by any other person
to do or seek any of the foregoing. In addition, during the
Exclusivity Period, the Company shall promptly notify Belco
in writing of any written proposal or offer relating to an
Alternative Proposal which includes a purchase price per
share of Company common stock (i) with a value of $15.00 or
more or (ii) at $14.00 cash or more, which written notice
shall include the name of the party making such proposal or
offer.
2. In the event Belco and the Company do not enter into a
definitive agreement with respect to the Acquisition and the
Company enters into an agreement with a third party with
respect to an Alternative Transaction within twelve months
from the date hereof at a value per share of $14.00 or more,
the Company shall promptly reimburse Belco for all
reasonable out-of-pocket expenses incurred by Belco in
connection with the Acquisition, in an amount up to
$150,000.
3. This letter Agreement shall be governed by, and
construed in accordance with, the internal laws of the State
of New York without regard to conflict of law principles.
The invalidity or unenforceability of any provision of this
letter agreement shall not affect the validity or
enforceability of the other provisions of this letter
agreement.
Please confirm your agreement to the foregoing by
countersigning in the space provided below.
Very truly yours,
BELCO OIL & GAS CORP.
by: /s/ Robert A. Belfer
------------------------------
Name: Robert A. Belfer
Title: Chairman of
Board of Directors
and Chief Executive
Officer
AGREED AND ACCEPTED AS
OF THE DATE FIRST ABOVE
WRITTEN:
HUGOTON ENERGY CORPORATION
by: /s/ Floyd C. Wilson
------------------------------
Name: Floyd C. Wilson
Title: Chairman of the Board
of Directors, President and
Chief Executive Officer
Exhibit E
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of this 17th day of June, 1997 by and between
First Reserve Secured Energy Assets Fund, Limited Partnership, a
Delaware limited partnership ("FRSEA"); and First Reserve Fund V,
Limited Partnership, a Delaware limited partnership ("Fund V",
and collectively with FRSEA "Sellers"), and Belco Oil & Gas
Corp., a Nevada corporation ("Buyer").
RECITALS:
1. Sellers own in excess of 2,940,000 shares of the common
stock, no par value of Hugoton Energy Corporation, a Kansas
corporation (the "Company").
2. Sellers desire to sell to Buyer 2,940,000 shares of
common stock of the Company (the "Shares"), and Buyer desires to
acquire the Shares on the terms and conditions hereinafter set
forth.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the
mutual promises contained herein, the parties hereto covenant and
agree as follows:
1. AGREEMENT TO SELL AND AGREEMENT TO PURCHASE.
1.1. PURCHASE OF SHARES FROM SHAREHOLDERS. On the
terms and subject to the conditions set forth herein,
Sellers hereby sell, transfer, convey, assign and deliver to
Buyer, free and clear of all liens, pledges, encumbrances
and claims whatsoever, and Buyer hereby purchases, acquires
and accepts from Sellers all the Shares. Sellers shall
deliver to Buyer certificates representing the Shares, duly
endorsed for transfer at the Closing (as defined in Section
1.3 hereof).
1.2. FURTHER ASSURANCES. From time to time after the
Closing, Sellers and Buyer, and each of their respective
affiliates, will execute and deliver to the other party such
instruments of sale, transfer, conveyance, assignment and
delivery, consents, assurances, powers of attorney and other
instruments as may be reasonably requested by counsel for
Buyer or Sellers in order to vest in Buyer all right, title
and interest of Sellers in and to the Shares and otherwise
in order to carry out the purpose and intent of this
Agreement.
1.3. CLOSING. The closing (the "Closing") of the
transactions herein contemplated shall take place at the
offices of Sellers, 475 Steamboat Road, Suite 200,
Greenwich, Connecticut and be effective as of 10:30 a.m.,
local time, on June 20, 1997 or such earlier time and date
as the Sellers are prepared to deliver the certificates for
the Shares (the "Closing Date"). All actions taken and all
documents delivered at the Closing shall be deemed to have
occurred simultaneously.
2. CONSIDERATION TO BE PAID BY BUYER.
2.1. PURCHASE PRICE FOR SHARES. The purchase price
for the Shares shall be paid to Sellers at the Closing in an
amount ("Purchase Price") equal to $30,870,000. The
Purchase Price shall be payable by wire transfer to accounts
and in the amounts designated in writing by Sellers prior to
the Closing.
3. REPRESENTATIONS AND WARRANTIES OF SELLERS.
As of the date hereof Sellers severally represent and
warrant to Buyer that:
3.1. AUTHORIZATION OF AGREEMENT. Sellers have all
requisite power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby.
This Agreement and all other agreements and instruments to
be executed by Sellers in connection herewith have been duly
executed and delivered by Sellers, have been effectively
authorized by all necessary action, corporate or otherwise,
and constitute legal, valid and binding obligations of
Sellers, as the case may be.
3.2. AGREEMENT NOT IN BREACH OF OTHER INSTRUMENTS.
The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the
fulfillment of the terms hereof will not result in a breach
of any of the terms or provisions of, or constitute a
default under, or conflict with, any material agreement,
indenture or other instrument to which Sellers are a party
or by which they are bound, either of Sellers' Limited
Partnership Agreements, any judgment, decree, order or award
of any court, governmental body or arbitrator, or any law,
rule or regulation applicable to Sellers.
3.3. OWNERSHIP OF SHARES. The Shares are owned
beneficially and of record by Sellers, and are being
transferred to Buyer free and clear of all liens, mortgages,
pledges, security interests, restrictions, agreements with
respect to voting, prior assignments, encumbrances and
claims of any kind or nature whatsoever. No Shares are
subject to any restriction with respect to their
transferability (other than restrictions on transfer under
applicable federal and state securities laws).
3.4. REGULATORY APPROVALS. All consents, approvals,
authorizations, permits, and other requirements prescribed
by law, rule or regulation, including any third party
consents, which must be obtained or satisfied by the Sellers
and which are necessary for the execution and delivery by
Sellers of this Agreement and the documents to be executed
and delivered by Sellers in connection herewith have been
obtained and satisfied.
3.5. NO OTHER REPRESENTATIONS. Sellers are not making
any representation or warranty, express or implied, of any
nature whatsoever, except as specifically set forth in this
Agreement and the other documents executed in connection
herewith.
4. REPRESENTATIONS AND WARRANTIES OF BUYER.
As of the date hereof Buyer represents and warrants to
Sellers that:
4.1. AUTHORIZATION OF AGREEMENT. Buyer has all
requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated
hereby. This Agreement and all other documents or
instruments herein contemplated to be executed in connection
herewith have been duly executed and delivered by Buyer,
have been effectively authorized by all necessary action,
corporate or otherwise, and constitute legal, valid and
binding obligations of Buyer.
4.2. AGREEMENT NOT IN BREACH OF OTHER INSTRUMENTS.
The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the
fulfillment of the terms hereof will not result in a breach
of any of the terms or provisions of, or constitute a
default under, or conflict with, any material agreement,
indenture or other instrument to which Buyer is a party or
by which it is bound, Buyer's Articles of Incorporation or
Bylaws, any judgment, decree, order or award of any court,
governmental body or arbitrator, or any law, rule or
regulation applicable to Buyer.
4.3. INVESTMENT INTENT. Buyer is acquiring the Shares
for its own account and with the intention as of the date
hereof of holding the Shares for purposes of investment.
Buyer acknowledges that the Shares have not been registered
under the Securities Act of 1933, or any state securities
laws. Buyer has no intention as of the date hereof of
selling the Shares in a public distribution in violation of
federal securities laws or any applicable state securities
laws.
4.4. REGULATORY AND OTHER APPROVALS. All consents,
approvals, authorizations, permits, and other requirements
prescribed by any law, rule or regulation, including any
third party consents, which must be obtained or satisfied by
Buyer and which are necessary for the execution and delivery
by Buyer of this Agreement and the consummation of the
transactions contemplated by this Agreement have been
obtained and satisfied.
4.5. NO OTHER REPRESENTATIONS. Buyer is not making
any representation or warranty, express or implied, of any
nature whatsoever, except as specifically set forth in this
Agreement and the other documents executed in connection
herewith.
5. CERTAIN UNDERSTANDINGS AND AGREEMENTS OF THE PARTIES.
5.1. TRANSFER OF DEMAND REGISTRATION RIGHT. Seller
will use commercially reasonable efforts to promptly obtain
the consent of the Company and any other required party to
the assignment to Buyer of Sellers' Independent Registration
Rights under the Registration Rights Agreement with the
Company dated September 7, 1995, on terms which are
reasonably satisfactory to Buyer, provided that Sellers
shall not be required to pay any cash or other consideration
to Company in connection with obtaining such consent.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
6.1. CLOSING DOCUMENTS DELIVERED BY SELLERS. Buyer
shall receive at the Closing the following documents, dated
as of the Closing Date:
6.1.1. Stock certificates representing the
Shares, duly endorsed for transfer.
6.1.2. A Certificate of Sellers which reaffirms
that the representations and warranties in Article 3
are true and correct as of the Closing Date.
6.1.3. Any other documents, certificates, or
instruments contemplated by this Agreement to be
delivered by Sellers to Buyer.
6.2. CLOSING DOCUMENTS DELIVERED BY BUYER. Sellers
shall receive at the Closing the following documents, dated
as of the Closing Date:
6.2.1. The wire transfer of the Purchase Price
as specified in Section 2.1.
6.2.2. A Certificate of Buyer which reaffirms
that the representations and warranties in Article 4
are true and correct as of this Closing Date.
6.2.3. Any other documents, certificates, or
instruments contemplated by this Agreement to be
delivered by Buyer to Sellers.
7. MISCELLANEOUS.
7.1. ASSIGNABILITY AND PARTIES IN INTEREST. This
Agreement shall inure to the benefit of and be binding upon
Buyer and Sellers and their respective permitted successors
and assigns. Buyer may assign the right to purchase the
Shares to any corporation or partnership controlled by Buyer
provided that Buyer remains jointly obligated for the
fulfillment of the terms hereof.
7.2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO
BE PERFORMED ENTIRELY WITHIN THAT STATE.
7.3. COUNTERPARTS. This Agreement may be executed
simultaneously in one or more counterparts, which may be in
the form of a facsimile of an original signature, each of
which shall be deemed an original, but all of which shall
constitute but one and the same instrument.
7.4. INDEMNIFICATION FOR BROKERAGE. Buyer and Sellers
each represent and warrant that, each will be responsible
for the payment of their own investment banking, broker or
finder fees to any individual or entity which has acted on
its behalf in connection with this Agreement or the
transactions contemplated hereby and shall indemnify and
hold harmless the other party for any claims or demands
arising from or related to any such relationship.
7.5. PUBLICITY. Sellers and Buyer agree that press
releases and other announcements to be made by any of them
with respect to the transactions contemplated hereby shall
be issued only after the other party to this agreement has
had the opportunity to review and consult the party issuing
such release or announcement. Notwithstanding the
foregoing, Sellers and Buyer may respond to inquiries
relating to this Agreement and the transactions contemplated
hereby by the press, securities analysts, employees, or
customers without any notice or further consent of the other
parties hereto.
7.6. COMPLETE AGREEMENT. This Agreement and the
documents delivered pursuant to this Agreement contain or
will contain the entire agreement between the parties hereto
with respect to the transactions contemplated herein and
shall supersede all previous oral and written and all
contemporaneous oral negotiations, commitments, and
understandings.
7.7. INTERPRETATION. The headings contained in this
Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.
7.8. SEVERABILITY. Any provision of this Agreement
which is invalid, illegal, or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity, illegality, or
unenforceability, without affecting in any way the remaining
provisions hereof in such jurisdiction or rendering that or
any other provision of this Agreement invalid, illegal, or
unenforceable in any other jurisdiction.
7.9. EXPENSES OF TRANSACTIONS. Except as otherwise
specifically provided in this Agreement, fees, costs and
expenses incurred by Buyer or Sellers in connection with the
transactions contemplated by this Agreement shall be borne
by the party incurring the same.
7.10. SUBMISSION TO JURISDICTION. Each of the parties
hereto irrevocably consents that any legal action or
proceeding against it or any of its property with respect to
this Agreement or any other agreement executed in connection
herewith may be brought in any court of the State of New
York (located in New York City), any federal court of the
United States of America located in New York City, or both,
and by the execution and delivery of this Agreement each
party hereto hereby accepts with regard to any such action
or proceeding for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the
aforesaid courts.
[INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned duly execute this
Agreement as of the date first written above.
SELLERS:
FIRST RESERVE SECURED ENERGY ASSETS FUND,
LIMITED PARTNERSHIP, a Delaware limited partnership
By: First Reserve Corporation
Its: Managing General Partner
By: /s/ William E. Macaulay
-----------------------------
Name: William E. Macaulay
-----------------------------
Title: President & CEO
-----------------------------
FIRST RESERVE FUND V, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: First Reserve Corporation
Its: Managing General Partner
By: /s/ William E. Macaulay
-----------------------------
Name: William E. Macaulay
-----------------------------
Title: President & CEO
-----------------------------
BUYER:
BELCO OIL & GAS CORP.,
a Nevada corporation
By: /s/ Robert A. Belfer
-------------------------------------
Name: Robert A. Belfer
-------------------------------------
Title: Chairman and Chief Executive Officer
-------------------------------------
Exhibit F
Belco Oil and Gas Corp.
767 Fifth Avenue
New York, New York 10153
June 17, 1997
Hugoton Energy Corporation
301 N. Main, Suite 1900
Wichita, Kansas 67202
Gentlemen:
In consideration of each of Belco Oil & Gas Corp., a
Nevada corporation ("Belco"), and Hugoton Energy Corporation, a
Kansas corporation ("Hugoton"), furnishing to the other
information to assist in the consideration of a potential
transaction (the "Transaction"), each of Belco and Hugoton
agrees as follows:
1. As used herein "Information" means all
information (whether written, verbal, electronic, visual or
otherwise) with respect to the party providing the information
or on whose behalf the information is provided (the "Providing
Party") furnished to the other (the "Recipient") and any
analyses or other materials based on such information prepared
by the Recipient or its affiliates, directors, officers,
employees, advisors or agents (generally, the
"Representatives"). However, Information does not include
information which (a) was or becomes generally available to the
public other than as a result of disclosure by the Recipient or
its Representatives, or (b) is or becomes available to the
Recipient or its Representatives from a source other than the
Providing Party or its Representatives provided that, to the
best of the Recipient's knowledge after due inquiry, the source
is not bound by a legal, contractual or fiduciary
confidentiality obligation with the Providing Party in respect
thereof.
2. Each Recipient agrees for a period of one year
from the date hereof to use Information solely for the purposes
of evaluating a possible transaction between the Recipient and
the Providing Party, and that Information will be kept
confidential by the Recipient; provided, however, that (i) any
of such information may be disclosed to its Representatives who
need to know such information for the purpose of evaluating any
such possible Transaction (it being understood that Recipient's
Representatives shall be informed by the Recipient of the
confidential nature of such information and shall be directed
by the Recipient to treat such information confidentially), and
(ii) any disclosure of Information may be made which is
consented to in writing by the Providing Party. Without
limiting the foregoing, no Information shall be used to
circumvent a business opportunity currently available to a
Providing Party; provided, however, that it is recognized and
agreed that each party is actively engaged in the oil and gas
business and nothing herein shall preclude a party from
pursuing such business as long as such party does not use
Information provided by the other party. If the Recipient is
required by a court or administrative agency to disclose any of
the Information, the Recipient shall promptly notify the
Providing Party of such requirement so that the Providing Party
may at its own expense oppose such requirement or seek a
protective order or other appropriate remedy and request
confidential treatment of such Information. It is agreed that
if the Recipient is nonetheless compelled to disclose the
Information, the Recipient may disclose only such portion of
the Information which it was advised by counsel is legally
required without liability hereunder. In any event, the
Recipient and its Representatives will exercise reasonable
efforts to obtain reliable assurance that confidential
treatment will be accorded the Information and will not oppose
action by the Providing Party to obtain a protective order or
other reliable assurance that confidential treatment will be
accorded the Information.
3. Each of Hugoton and Belco hereby acknowledges
that the disclosure by it and its Representatives of the
matters which are the subject of this letter may, under certain
circumstances, result in a violation of the federal securities
laws and it agrees that neither it nor any of its
Representatives shall take any action with respect to such
matters in violation of the federal securities laws.
4. Upon request of the Providing Party, a Recipient
shall return or destroy all Information in its possession, and
destroy all documents, memoranda, notes, other writings and
otherwise tangible and computerized materials whatsoever
prepared by the Recipient or its Representatives based on the
Information which were not provided to Recipient by the
Providing Party (the "Related Materials"), and shall direct any
Recipient's Representative to return or destroy all Information
and destroy all Related Materials in their possession and, if
requested, shall deliver a certificate of an officer certifying
that such destruction has occurred. Any Information, whether
destroyed or returned or delivered verbally or in written or
electronic form, will continue to be subject to the
confidentiality and other terms of this letter agreement
5. Although each Providing Party has endeavored to
include in the Information information known to it which it
believes to be relevant for the purpose of the Recipient's
investigation, each Recipient understands that neither the
Providing Party nor any of its Representatives have made or
make any representation or warranty, express or implied, as to
the accuracy or completeness of the Information. Each
Providing Party agrees that, except as provided in a definitive
agreement relating to a transaction between Belco and Hugoton,
neither the Providing Party nor any of its Representatives are
entitled to rely on the accuracy or completeness of the
Information. Neither the Providing Party nor any of its
Representatives shall have any liability to the Recipient or
any of its Representatives resulting from the use or content of
the Information.
6. Each of Belco and Hugoton agrees that unless and
until a definitive agreement between Hugoton and Belco with
respect to any Transaction involving them has been executed and
delivered, except as otherwise agreed to in writing between
Hugoton and Belco, neither Belco nor Hugoton will be under any
legal obligation of any kind whatsoever with respect to such a
Transaction by virtue of this letter, except for the matters
specifically agreed to herein.
7. It is understood and agreed that money damages
would not be a sufficient remedy for any breach of this
agreement and that the non-breaching party shall be entitled to
specific performance and injunctive or other equitable relief
as a remedy for any such breach and each party further agrees
not to oppose the granting of such relief and to waive any
requirement for the security or posting of any bond in
connection with such remedy. Such remedy shall not be deemed
to be the exclusive remedy for breach of this agreement but
shall be in addition to all other remedies available at law or
equity.
8. In the event of litigation relating to this
agreement, if a court of competent jurisdiction determines in a
final, non-appealable order that (i) a party has breached this
agreement, then such breaching party shall be liable and pay to
the non-breaching party the reasonable legal fees such non-
breaching party has incurred in connection with such
litigation, including any appeal therefrom or (ii) a party
commenced an action or brought a counterclaim respecting this
agreement against the other party which was not in good faith,
then the party whose actions were found not to be in good faith
shall be liable and pay to the other party the reasonable legal
fees such other party has incurred in connection with such
action or counterclaim, including any appeal therefrom.
9. This letter shall be governed by, and construed
in accordance with, the internal laws of the State of Kansas
without regard to principles of conflict of laws. Venue for
any action to enforce the provisions of this letter shall be
exclusive in the federal and state courts in Kansas.
10. Each of Belco and Hugoton acknowledges and
agrees that no failure or delay by the other party in
exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other further exercise thereof or
the exercise of any right, power or privilege hereunder.
11. This letter shall be binding upon Belco's and
Hugoton's respective successors and assigns and shall inure to
the benefit of, and be enforceable by, Belco's and Hugoton's
respective successors and assigns.
12. This letter may be executed in two or more
counterparts, each of which shall be deemed to be an original,
but all of which shall constitute the same agreement.
13. This letter contains the entire agreement between
Belco and Hugoton concerning the confidentiality of the
Information, and no modifications of this letter agreement or
waiver of the terms and conditions hereof will be binding upon
either Belco or Hugoton, unless approved in writing by both Belco
and Hugoton.
14. Except for the terms hereof relating to the
return or destruction of Information and Related Materials
contained in Paragraph 4 hereof, this agreement shall terminate
in all respects one year from the date hereof.
Please confirm your agreement with the foregoing by
signing and returning to the undersigned the duplicate copy of
this letter enclosed herewith.
Very truly yours,
BELCO OIL & GAS CORP.
By: /s/ Robert A. Belfer
-----------------------------
Name: Robert A. Belfer
Title: Chairman and Chief Executive Officer
AGREED AND ACCEPTED
AS OF THE DATE FIRST
ABOVE WRITTEN:
HUGOTON ENERGY CORPORATION
By: /s/ W. Mark Womble
------------------------------------
Name: W. Mark Womble
Title: Executive Vice-President
Exhibit G
Belco Oil & Gas Corp.
767 Fifth Avenue
New York, N.Y. 10153
June 17, 1997
Mr. Floyd C. Wilson
Chairman of the Board of Directors
Hugoton Energy Corporation
301 N. Main, Suite 1900
Wichita, Kansas 67202
Dear Mr. Wilson:
The purpose of this letter agreement is to set
forth our agreement with respect to the matters specified
below.
1. Belco Oil & Gas Corp. ("Belco") and Hugoton
Energy Corporation ("Hugoton") will promptly execute and
deliver the Confidentiality Agreement attached hereto as
Exhibit A (the "Confidentiality Agreement") for the purpose
of each of Hugoton and Belco performing a due diligence
review of the other for the purpose of pursuing a possible
business combination (the "Transaction").
2. Promptly subsequent to the execution and
delivery of this letter agreement and the Confidentiality
Agreement, for a period commencing within 30 days of the
date hereof, and ending with the earliest to occur of (i)
the close of business on the tenth calendar day after such
date and (ii) the execution and delivery of a definitive
agreement relating to the Transaction, each of Belco and
Hugoton will provide the other and their respective
officers, employees, attorneys and other advisors full
access at reasonable times to any and all facilities,
contracts, books, records and geological and other
information as well as access to key personnel, all as may
be reasonably requested to satisfactorily complete their
respective due diligence reviews.
3. Hugoton acknowledges that Belco has informed
Hugoton that on the date hereof Belco is entering into an
agreement with affiliates of First Reserve Corporation
("First Reserve") relating to the acquisition by Belco from
affiliates of First Reserve of 2,940,000 shares of common
stock of Hugoton (the "Purchased Shares").
4. Hugoton agrees that Belco shall have
registration rights with respect to the Purchased Shares
which are the same as the registration rights which First
Reserve and its affiliates currently has with respect to
such shares, which will be accomplished by either (i) First
Reserve effectively assigning its registration rights with
respect to such shares to Belco or (ii) Hugoton granting
such registration rights to Belco with respect to the
Purchased Shares.
5. Hugoton will promptly file a post-effective
amendment to the shelf registration currently in effect with
respect to the shares of Hugoton owned by First Reserve and
its affiliates pursuant to that certain Agreement and Plan
of Merger dated May 26, 1995, between Hugoton and certain
other parties (the "Shelf Registration"), which post-
effective amendment will contain an amendment to the plan of
distribution to provide that (i) Belco will be added as a
selling stockholder for the purpose of the Shelf
Registration, (ii) the Purchased Shares owned by Belco will
be registered pursuant to the Shelf Registration and (iii)
Belco will have the right to sell pursuant to the Shelf
Registration, in any calendar quarter, an amount of shares
of Hugoton common stock equal to up to 5% of the aggregate
amount of Hugoton common stock outstanding on the date
hereof. Hugoton will use best efforts to cause such post-
effective amendment to become effective within 60 days after
the date hereof and remain effective for two years.
6. If Hugoton shall be unable to satisfy its
obligations specified in paragraph 5 above, Hugoton shall
promptly file, and use best efforts to cause to become
effective and remain effective for two years, a new shelf
registration with respect to the Purchased Shares, within
the time periods specified in paragraph 5 above and
including a plan of distribution covering the matters
specified in paragraph 5 above.
7. Belco will reimburse Hugoton for filing fees
paid by Hugoton to the United States Securities and
Exchange Commission in connection with Hugoton performing
its obligations specified in paragraphs 5 and 6 above
(Belco's obligation shall be pro-rated to the extent any
such filing fees relate to shares in addition to the
Purchased Shares).
8. This letter agreement shall be governed by,
and construed in accordance with, the internal laws of the
State of Kansas without regard to conflict of law
principles. The invalidity or unenforceability of any
provision of this letter agreement shall not affect the
validity and enforceability of the other provisions of this
letter agreement.
Please include your agreement to the foregoing by
countersigning in the space provided below.
Very truly yours,
BELCO OIL & GAS CORP.
By: /s/ Robert A. Belfer
-----------------------------
Name: Robert A. Belfer
Title: Chairman and Chief Executive Officer
AGREED AND ACCEPTED
AS OF THE DATE FIRST
ABOVE WRITTEN:
HUGOTON ENERGY CORPORATION
By: /s/ W. Mark Womble
------------------------------------
Name: W. Mark Womble
Title: Executive Vice-President
Exhibit H
[COMPANY LOGO]
NEWS RELEASE
- ------------
From: BELCO OIL & GAS CORP.
767 Fifth Avenue - 46th Floor
New York, NY 10153
Contact: Myra E. Turoff, Investor Relations - (212)508-9539
FOR IMMEDIATE RELEASE
BELCO OIL & GAS CORP. ANNOUNCES PURCHASE OF HUGOTON ENERGY SHARES
AND AGREEMENT TO EXCHANGE INFORMATION
Friday, June 20, 1997
Belco Oil & Gas Corp. (NYSE: BOG) announced today that it
had purchased from affiliates of First Reserve Corporation 2,940,000
shares of common stock of Hugoton Energy Corporation at $10.50 per
share, representing approximately 14.9% of the total outstanding
shares.
Belco added that it had executed a joint confidentiality
agreement with Hugoton pursuant to which each party would exchange
information with the other. Belco stated that there are no
assurances that a business combination transaction will occur.
Belco Oil & Gas Corp. is an independent energy company engaged
in the exploration, development and production of natural gas and oil.
