<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
(NAME OF SUBJECT COMPANY)
SAN JUAN PARTNERS, L.L.C. ANDOVER GROUP, INC.
ENCAP ENERGY CAPITAL FUND III, L.P. CHARLES T. MCCORD III
ENCAP ENERGY ACQUISITION III-B, INC. O'SULLIVAN OIL & GAS COMPANY, INC.
ECIC CORPORATION CHRISTOPHER P. SCULLY
BOCP ENERGY PARTNERS, L.P. SCOTT W. SMITH FUNDING, L.L.C.
FIRST UNION INVESTORS, INC. JOHN V. WHITING
(BIDDERS)
UNITS OF BENEFICIAL INTEREST
(TITLE OF CLASS OF SECURITIES)
122016 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
C. N. O'SULLIVAN
910 TRAVIS STREET
SUITE 2150
HOUSTON, TEXAS 77002
(713) 759-2030
WITH A COPY TO:
BRIAN D. BARNARD
HAYNES AND BOONE, LLP
201 MAIN STREET
SUITE 2200
FORT WORTH, TEXAS 76132
(817) 347-6600
(NAME, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION AMOUNT OF FILING FEE
================================================================================
$44,936,595(1) $8,987.32
================================================================================
(1) For purposes of calculating fee only. The amount assumes the purchase of
5,446,860 Units of Beneficial Interest of the Trust at $8.25 per Unit. The
amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
[X] 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: $8,987.32
Form or Registration No.: Schedule 14D-1, dated January 20, 1998
Filing Party: San Juan Partners, L.L.C.
Date Filed: January 20, 1998
================================================================================
<PAGE> 2
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
relating to the tender offer by San Juan Partners, L.L.C., a Texas limited
liability company (the "Purchaser"), and EnCap Energy Capital Fund III, L.P., a
Texas limited partnership ("EnCap Energy"), EnCap Energy Acquisition III-B,
Inc., a Texas corporation ("EnCap B"), ECIC Corporation, a Texas corporation
("ECIC"), BOCP Energy Partners, L.P., a Texas limited partnership ("BOCP"),
First Union Investors, Inc. a North Carolina corporation ("First Union
Investors"), Andover Group, Inc., a Texas corporation ("Andover"), Charles T.
McCord III, O'Sullivan Oil & Gas Company, Inc., a Texas corporation ("O'Sullivan
Oil"), Christopher P. Scully, Scott W. Smith Funding, L.L.C., a Texas limited
liability company ("Smith Funding"), and John V. Whiting (EnCap Energy, EnCap B,
ECIC, BOCP, First Union Investors, Andover, McCord, O'Sullivan Oil, Scully,
Smith Funding and Whiting are collectively referred to herein as "Parents") to
purchase 5,446,860 Units of Beneficial Interest (the "Units") of Burlington
Resources Coal Seam Gas Royalty Trust, a Delaware business trust (the "Trust"),
at $8.25 per Unit, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
January 20, 1998, as amended from time to time (the "Offer to Purchase"), and in
the related Letter of Transmittal (which together constitute the "Offer"). This
Amendment No. 1 also amends the Statement on Schedule 13D of the Purchaser and
Parents with respect to Units of the Trust. The item numbers and responses
thereto below are in accordance with the requirements of Schedule 14D-1.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety as follows:
(a) - (d) and (g) This Statement is being filed by the Purchaser and
Parents. The information set forth under "THE TENDER OFFER -- 7. Certain
Information Concerning the Purchaser" and Schedule I of the Offer to Purchase is
incorporated herein by reference.
(e) During the last five years, neither Purchaser, Parents nor,
to the best knowledge of Parents and the Purchaser, any of the persons listed in
Schedule I of the Offer to Purchase has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). The information set
forth under "THE TENDER OFFER -- 7. Certain Information Concerning the
Purchaser" of the Offer to Purchase is incorporated herein by reference.
(f) During the last five years, neither Purchaser, Parents nor,
to the best knowledge of Parents and the Purchaser, any of the persons listed in
Schedule I of the Offer to Purchase was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws. The information set forth
under "THE TENDER OFFER -- 7. Certain Information Concerning the Purchaser" of
the Offer to Purchase is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
Item 3 is hereby amended and restated in its entirety as follows:
(a) and (b) The information set forth under "THE TENDER OFFER --
7. Certain Information Concerning the Purchaser"; "THE TENDER OFFER -- 11.
Background of the Offer; Past Contacts, Transactions or Negotiations with the
Trust" and "THE TENDER OFFER -- 16. Certain Transactions" of the Offer to
Purchase is incorporated herein by reference.
<PAGE> 3
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4 is amended and restated in its entirety as follows:
(a) and (b) The information set forth under "THE TENDER OFFER --
10. Financing of the Offer" of the Offer to Purchase is incorporated herein by
reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is amended and restated in its entirety as follows:
(a) As of the date of this Schedule 14D-1 and Schedule 13D, the
Purchaser beneficially owned 449,140 Units consisting of approximately 5.1% of
currently outstanding Units (the percentage of Units being based upon 8,800,000
Units outstanding as of October 31, 1997, as set forth in the Trust's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1997).
Pursuant to the Amended and Restated Limited Liability Company
Regulations of the Purchaser, a copy of which is attached hereto as Exhibit (b)
of this Schedule 13D and Schedule 14D-1 and incorporated herein by reference,
the Parents have shared voting and dispositive power over the 449,140 Units
owned by the Purchaser.
The information set forth under "INTRODUCTION"; "THE TENDER OFFER -- 7.
Certain Information Concerning the Purchaser"; "THE TENDER OFFER -- 10.
Financing of the Offer" and Schedule II of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth under "INTRODUCTION"; "THE TENDER
OFFER -- 7. Certain Information Concerning the Purchaser"; "THE TENDER OFFER --
10. Financing of the Offer" and in Schedule II of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES
Item 7 is amended and restated in its entirety as follows:
The information set forth under "INTRODUCTION"; "THE TENDER OFFER -- 7.
Certain Information Concerning the Purchaser"; "THE TENDER OFFER -- 10.
Financing of the Offer"; "THE TENDER OFFER -- 12. Purpose and Structure of the
Offer; Plans for the Trust" and Schedule II of the Offer to Purchase and the
information set forth in Exhibits (b), (c)(1) and (c)(2) of this Schedule 13D
and Schedule 14D-1 is incorporated herein by reference.
<PAGE> 4
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is amended and restated in its entirety as follows:
(f) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(9) -- Offer to Purchase, dated January 20, 1998, as amended through
January 22, 1998.
(a)(10) -- Letter of Transmittal, as amended through January 22, 1998.
(a)(11) -- Notice of Guaranteed Delivery.
(a)(12) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(13) -- Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
<PAGE> 5
SIGNATURES
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.
Date: January 22, 1998 SAN JUAN PARTNERS, L.L.C.
------------------------------
By: /s/ C. N. O'SULLIVAN
-----------------------------------
Name: C. N. O'Sullivan
Title: President - O'Sullivan Oil &
Gas Company, Inc., Manager
ENCAP ENERGY CAPITAL FUND III, L.P.
By: /s/ ROBERT L. ZORICH
-----------------------------------
Name: Robert L. Zorich
Title: Managing Director
ENCAP ENERGY ACQUISITION III-B, INC.
By: /s/ ROBERT L. ZORICH
-----------------------------------
Name: Robert L. Zorich
Title: Managing Director
ECIC CORPORATION
By: /s/ ROBERT L. ZORICH
-----------------------------------
Name: Robert L. Zorich
Title: Managing Director
BOCP ENERGY PARTNERS, L.P.
By: /s/ ROBERT L. ZORICH
-----------------------------------
Name: Robert L. Zorich
Title: Managing Director
FIRST UNION INVESTORS, INC.
By: /s/ TED A. GARDNER
-----------------------------------
Name: Ted A. Gardner
Title: Senior Vice President
<PAGE> 6
ANDOVER GROUP, INC.
By: /s/ A. JOHN KNAPP, JR.
-----------------------------------
Name: A. John Knapp, Jr.
Title: President
/s/ CHARLES T. McCORD III
--------------------------------------
Charles T. McCord III
O'SULLIVAN OIL & GAS COMPANY, INC.
By:/s/ C. N. O'SULLIVAN
-----------------------------------
Name: C. N. O'Sullivan
Title: President
/s/ CHRISTOPHER P. SCULLY
--------------------------------------
Christopher P. Scully
SCOTT W. SMITH FUNDING, L.L.C.
By: /s/ SCOTT W. SMITH
-----------------------------------
Name: Scott W. Smith
Title: Manager
/s/ JOHN V. WHITING
--------------------------------------
John V. Whiting
<PAGE> 7
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
(a)(9) -- Offer to Purchase, dated January 20, 1998, as amended,
through January 22, 1998.
(a)(10) -- Letter of Transmittal, as amended through January 22, 1998.
(a)(11) -- Notice of Guaranteed Delivery.
(a)(12) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(13) -- Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
<PAGE> 1
================================================================================
Offer to Purchase for Cash
5,446,860 Units of Beneficial Interest
of
Burlington Resources
Coal Seam Gas Royalty Trust
at
$8.25 Net Per Unit
by
San Juan Partners, L.L.C.
---------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 17, 1998, UNLESS EXTENDED.
---------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED
AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER 5,446,860 UNITS OF
BENEFICIAL INTEREST OF BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST, OR SUCH
GREATER OR LESSER NUMBER OF UNITS THAT, TOGETHER WITH THE UNITS OWNED BY SAN
JUAN PARTNERS, L.L.C., WOULD CONSTITUTE 67% OF THE OUTSTANDING UNITS AS OF THE
DATE THE UNITS ARE ACCEPTED FOR PAYMENT BY SAN JUAN PARTNERS, L.L.C. PURSUANT TO
THE OFFER (THE "MINIMUM NUMBER"). THE OFFER IS ALSO SUBJECT TO THE OTHER TERMS
AND CONDITIONS THAT ARE CONTAINED IN THIS OFFER TO PURCHASE. SEE "THE TENDER
OFFER -- 14. CERTAIN CONDITIONS OF THE OFFER."
---------------------
EACH UNIT HOLDER SHOULD MAKE HIS OR HER OWN DETERMINATION AS TO WHETHER TO
TENDER UNITS PURSUANT TO THE OFFER. HOLDERS OF UNITS ARE URGED TO READ THIS
OFFER TO PURCHASE CAREFULLY BEFORE MAKING ANY DECISION WITH REGARD TO THE OFFER.
---------------------
IMPORTANT
Any Unit holder desiring to tender all or any portion of his or her Units
should either (1) complete and sign the Letter of Transmittal or a facsimile
copy thereof in accordance with the instructions in the Letter of Transmittal,
have such Unit holder's signature thereon guaranteed if required by Instruction
1 to the Letter of Transmittal, mail or deliver the Letter of Transmittal (or
facsimile thereof), or, in the case of a book-entry transfer effected pursuant
to the procedure set forth in "THE TENDER OFFER -- 2. Procedures for Tendering
Units," an Agent's Message (as defined herein), and any other required documents
to the Depositary and either deliver the certificates for such Units to the
Depositary along with the Letter of Transmittal (or facsimile thereof) or
deliver such Units pursuant to the procedure for book-entry transfer set forth
in "THE TENDER OFFER -- 2. Procedures for Tendering Units," or (2) request his
or her broker, dealer, commercial bank, trust company or other nominee to effect
the transaction for him or her. A Unit holder having Units registered in the
name of a broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other nominee if
he or she desires to tender such Units.
A Unit holder who desires to tender Units and whose certificates for such
Units are not immediately available, or who cannot comply with the procedures
for book-entry transfer on a timely basis, may tender such Units by following
the procedure for guaranteed delivery set forth in "THE TENDER
OFFER -- 2. Procedures for Tendering Units."
Requests for assistance or for additional copies of the Offer to Purchase,
the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed
to the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover of this Offer to Purchase. A Unit
holder may also contact brokers, dealers, commercial banks or trust companies
for assistance concerning the Offer.
---------------------
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
---------------------
The Dealer Manager for the Offer is:
JEFFERIES & COMPANY, INC.
January 20, 1998, as amended through January 22, 1998
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <S> <C>
INTRODUCTION....................................................... 1
THE TENDER OFFER................................................... 2
1. Terms of Offer.............................................. 2
2. Procedures for Tendering Units.............................. 4
3. Withdrawal Rights........................................... 6
4. Acceptance for Payment and Payment for Units................ 7
5. Certain Federal Income Tax Consequences..................... 8
6. Certain Information Concerning the Trust.................... 9
7. Certain Information Concerning the Purchaser................ 10
8. Price Range of Units; Cash Distributions.................... 13
9. Distributions............................................... 14
10. Financing of the Offer...................................... 14
11. Background of the Offer; Past Contacts, Transactions or
Negotiations with the Trust................................. 18
12. Purpose and Structure of the Offer; Plans for the Trust..... 19
13. Effect of the Offer on the Market for Units; NYSE Listing
and Exchange Act Registration; Margin Regulations........... 20
14. Certain Conditions of the Offer............................. 22
15. Appraisal Rights............................................ 23
16. Certain Transactions........................................ 23
17. Certain Legal Matters....................................... 23
18. Fees and Other Expenses..................................... 24
19. Miscellaneous............................................... 25
</TABLE>
<PAGE> 3
TO THE OWNERS OF UNITS OF BENEFICIAL INTEREST OF
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST:
INTRODUCTION
San Juan Partners, L.L.C., a Texas limited liability company (the
"Purchaser"), hereby offers to purchase 5,446,860 Units of Beneficial Interest
("Units") of Burlington Resources Coal Seam Gas Royalty Trust (the "Trust"), at
a price of $8.25 per Unit, net to the seller in cash, without interest (the
"Purchase Price"), upon the terms and subject to the conditions set forth in
this Offer to Purchase and in the related Letter of Transmittal, both as amended
from time to time (which together constitute the "Offer"). According to the
Trust's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30,
1997 (the "Trust 10-Q"), as of October 31, 1997, there were 8,800,000 Units
outstanding, of which 449,140 Units (approximately 5.1%) are currently owned by
the Purchaser. Tendering Unit holders will not be obligated to pay brokerage
fees or commissions or, except as set forth in the Letter of Transmittal, stock
transfer taxes on the purchase of the Units by the Purchaser pursuant to the
Offer. The Purchaser will pay all charges and expenses of Jefferies & Company,
Inc., as the Dealer Manager (the "Dealer Manager"), The Bank of New York, as the
Depositary (the "Depositary"), and Morrow & Co., Inc., as the Information Agent
(the "Information Agent"), incurred in connection with the Offer. See "THE
TENDER OFFER -- 18. Fees and Other Expenses."
The members of the Purchaser are EnCap Energy Capital Fund III, L.P., a
Texas limited partnership ("EnCap Energy"), EnCap Energy Acquisition III-B,
Inc., a Texas corporation ("EnCap B"), ECIC Corporation, a Texas corporation
("ECIC"), BOCP Energy Partners, L.P., a Texas limited partnership ("BOCP"),
First Union Investors, Inc., a North Carolina corporation ("First Union
Investors"), Andover Group, Inc., a Texas corporation ("Andover"), Charles T.
McCord III, O'Sullivan Oil & Gas Company, Inc., a Texas corporation ("O'Sullivan
Oil"), Christopher P. Scully, Scott W. Smith Funding, L.L.C., a Texas limited
liability company, and John V. Whiting. EnCap Energy, EnCap B, ECIC and BOCP are
sometimes collectively referred to herein as the "EnCap Group." Andover, McCord,
O'Sullivan Oil, Scully, Smith Funding and Whiting are sometimes collectively
referred to herein as the "O'Sullivan Group." The EnCap Group, First Union
Investors and the O'Sullivan Group have approximately a 55.1%, 24.9% and 20.0%
respective interest in the Purchaser. EnCap Investments L.C. ("EnCap") is the
general partner of EnCap Energy and EnCap Energy Capital Fund III-B, L.P. The
sole shareholder of EnCap B is EnCap Energy Capital Fund III-B, L.P. Energy
Capital Investment Company PLC, a company incorporated in England and Wales
under the Companies Act 1985 and registered under number 2867571 ("Energy
Capital"), is the sole shareholder of ECIC. Banc One Capital Partners VIII, Ltd.
is the general partner of BOCP. First Union Investors is a wholly-owned
subsidiary of First Union Corporation, a North Carolina corporation. C. N.
O'Sullivan is the sole shareholder of O'Sullivan Oil. The members of Smith
Funding are Scott W. Smith, A. John Knapp, Jr., R. Randall Grace, Locke
Investments, L.P., R. Allen Schubert, Christopher L. Knapp and Breckinridge L.
Knapp. The Purchaser, the EnCap Group, First Union Investors and the O'Sullivan
Group are sometimes collectively referred to herein as the "Acquirors."
The purpose of the Offer is to acquire, together with Units already owned
by the Purchaser, 67% of the outstanding Units as the first step in effecting
the termination of the Trust, at which time the assets of the Trust would be
liquidated and sold as then required by the terms of the Trust Agreement, among
Meridian Oil Production Inc., Burlington Resources Inc., Mellon Bank (DE)
National Association and NationsBank of Texas, N.A., dated May 1, 1993 (the
"Trust Agreement"), and the eventual distribution to the Unit holders of the
proceeds from the sale of the assets of the Trust. Pursuant to the Trust
Agreement, the affirmative vote by the holders of not less than 66 2/3% of all
of the Units outstanding shall be required to terminate the Trust. See "THE
TENDER OFFER -- 12. Purpose and Structure of the Offer; Plans for the Trust."
Consummation of the Offer is conditioned upon there being validly tendered
and not withdrawn prior to the expiration of the Offer at least the Minimum
Number of Units (the "Minimum Condition"). Purchaser reserves the right (subject
to the applicable rules and regulations of the Securities and Exchange
Commission (the "Commission")), which it currently has no intention of
exercising, to waive or reduce the Minimum Condition and to elect to purchase,
pursuant to the Offer, fewer than the Minimum Number of Units. See
<PAGE> 4
"THE TENDER OFFER -- 1. Terms of Offer" and "THE TENDER OFFER -- 14. Certain
Conditions of the Offer."
The Purchaser has filed a Schedule 14D-1 and Schedule 13D with the
Commission in connection with the Offer (the "Purchaser Schedule 14D-1"). The
Purchaser Schedule 14D-1 contains additional information, including exhibits,
relating to the Offer and the Purchaser and may be inspected and copies of such
document may be obtained at the same places and in the same manner as set forth
in "THE TENDER OFFER -- 6. Certain Information Concerning the Trust."
THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
TO THE KNOWLEDGE OF THE PURCHASER, AS OF THE DATE OF THIS OFFER TO
PURCHASE, THE TRUSTEE (AS DEFINED BELOW) HAS MADE NO RECOMMENDATION WITH RESPECT
TO THE OFFER.
Holders of record of Units on the record date for any regular quarterly
cash distribution declared by the Trust prior to the transfer to the Purchaser
on the Trust's transfer records of the Units purchased pursuant to the Offer
will be entitled to receive and retain any such regular quarterly cash
distribution. See "THE TENDER OFFER -- 8. Price Range of Units; Cash
Distributions."
THE TENDER OFFER
1. TERMS OF OFFER. 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), the Purchaser will accept and purchase the
Minimum Number of Units that are validly tendered on or prior to the Expiration
Date (as hereinafter defined) and not withdrawn in accordance with "THE TENDER
OFFER -- 3. Withdrawal Rights." The term "Expiration Date" means 12:00 midnight,
New York City time, on Tuesday, February 17, 1998, unless and until the
Purchaser, in its sole discretion, shall have extended the period of time for
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date on which the Offer, as so extended by the Purchaser,
shall expire.
Proration. If more than the Minimum Number of Units is validly tendered in
accordance with the procedures specified in "THE TENDER OFFER -- 2. Procedures
for Tendering Units" and not properly withdrawn in accordance with the
procedures specified in "THE TENDER OFFER -- 3. Withdrawal Rights," the
Purchaser will, upon the terms and subject to the conditions of the Offer, take
into account the number of Units so tendered, accept for payment and pay for the
Minimum Number of Units, pro rata, according to the number of Units validly
tendered by each Unit holder and not properly withdrawn on or prior to the
Expiration Date, with appropriate adjustments to avoid purchases of fractional
Units.
Because of the difficulty of determining the precise number of Units
validly tendered and not withdrawn, if proration of the tendered Units is
required, Purchaser does not expect to be able to announce the final results of
the proration until at least approximately seven business days after the
Expiration Date. The Purchaser does not intend to pay for any Units accepted for
payment pursuant to the Offer until the final proration or other adjustment
results are known.
Satisfaction of Certain Conditions. The Offer is subject to certain
conditions, including, among other things, satisfaction of the Minimum
Condition. See "THE TENDER OFFER -- 14. Certain Conditions of the Offer." If the
Minimum Condition is not satisfied, or if any or all of the other events set
forth in "THE TENDER OFFER -- 14. Certain Conditions of the Offer" shall have
occurred, prior to the Expiration Date, the Purchaser reserves the right (but
shall not be obligated) in its sole discretion to (i) decline to purchase any of
the Units tendered in the Offer, terminate the Offer and return all tendered
Units to the tendering Unit holders, (ii) waive or reduce the Minimum Condition,
or waive or amend any or all other conditions to the Offer to the extent
permitted by applicable law and, subject to complying with applicable rules and
regulations of the Commission, purchase all Units validly tendered, (iii) extend
the Offer and, subject to the right of the
2
<PAGE> 5
Unit holders to withdraw Units until the Expiration Date, retain the Units that
have been tendered during the period or periods for which the Offer is extended
or (iv) amend the Offer.
Modification of Minimum Number or Consideration. The Purchaser also
reserves the right (but shall not be obligated) to accept for payment more than
the Minimum Number of Units pursuant to the Offer. The Purchaser has no present
intention of exercising such right. If, prior to the Expiration Date, the
Purchaser should decide to increase or decrease the number of Units being sought
or to increase or decrease the consideration being offered in the Offer, subject
to any requirement to extend the period of time during which the Offer is open,
such increase or decrease in the number of Units being sought or such increase
or decrease in the consideration being offered will be applicable to all Unit
holders whose Units are accepted for payment pursuant to the Offer.
Right to Extend or Amend Offer. The Purchaser expressly reserves the right,
in its sole discretion, at any time or from time to time and regardless of
whether or not any of the events set forth in "THE TENDER OFFER -- 14. Certain
Conditions of the Offer" shall have occurred or shall have been determined by
the Purchaser to have occurred, (i) to extend the period of time during which
the Offer is open and thereby delay acceptance for payment of, and the payment
for, all Units validly tendered by giving oral or written notice of such
extension to the Depositary and (ii) to amend the Offer in any respect, by
giving oral or written notice of such extension or amendment to the Depositary.
The rights reserved by the Purchaser in this paragraph are in addition to the
Purchaser's rights to terminate the Offer pursuant to "THE TENDER OFFER -- 14.
Certain Conditions of the Offer." UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID
ON THE PURCHASE PRICE FOR TENDERED UNITS, WHETHER OR NOT THE PURCHASER EXERCISES
ITS RIGHTS TO EXTEND THE OFFER.
Result of Material Modification. If the Purchaser makes a material change
in the terms of the Offer or in the information concerning the Offer or waives a
material condition of the Offer, the Purchaser will disseminate additional
tender offer materials and extend the Offer to the extent required by Rules
14d-4(c) and 14d-6(d) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The minimum period during which an offer must
remain open following material changes in the terms of the Offer or information
concerning the Offer, other than a change in price or a change in percentage of
securities sought, will depend upon the facts and circumstances, including the
relative materiality of the terms or information changed. With respect to a
change in price or a change in percentage of securities sought, if at the time
notice of such increase or decrease in the number of Units being sought or such
increase or decrease in the consideration being offered is first published, sent
or given to holders of such Units, the Offer is scheduled to expire at any time
earlier than the period ending on the tenth business day from and including the
date that such notice is first so published, sent or given, the Offer will be
extended at least until the expiration of such ten business day period. For
purposes of the Offer, a "business day" means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, New York City time.
Announcements. Any extension, amendment or termination will be followed as
promptly as practicable by public announcement thereof, the announcement in the
case of an extension to be issued no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled Expiration Date in
accordance with the public announcement requirements of Rule 14d-4(c)
promulgated under the Exchange Act. Without limiting the obligation of the
Purchaser under such rule or the manner in which the Purchaser may choose to
make any public announcement, the Purchaser currently intends to make
announcements by issuing a release to the Dow Jones News Service.
Delay of Payments. If the Purchaser extends the Offer, or if the Purchaser
(whether before or after its acceptance for payment of Units) is delayed in its
purchase of or payment for Units or is unable to pay for Units pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may retain tendered Units on behalf of the Purchaser,
and such Units may not be withdrawn except to the extent tendering Unit holders
are entitled to withdrawal rights as described in "THE TENDER OFFER -- 3.
Withdrawal Rights." However, the ability of the Purchaser to delay the payment
for Units that the Purchaser has accepted for payment is limited by Rule
14e-1(c) under the Exchange Act, which requires
3
<PAGE> 6
that a bidder pay the consideration offered or return the securities deposited
by or on behalf of the holders of securities promptly after the termination or
withdrawal of such bidder's offer.
Request for Unit Holder List. A request has been made to NationsBank of
Texas, N.A. (the "Trustee"), for the use of the Trust's Unit holder list and
security position listings for the purpose of disseminating the Offer to holders
of Units. Once the Trust has provided such list and listings or otherwise
complied with such request, this Offer to Purchase and the Letter of Transmittal
and other relevant materials will be mailed to record holders of Units and will
be furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the Unit holder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Units by the Purchaser.
2. PROCEDURES FOR TENDERING UNITS.
Valid Tender of Units. Except as set forth below, for Units to be validly
tendered pursuant to the Offer, a Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees, or an Agent's Message in connection with a book-entry delivery of
Units, and any other documents required by the Letter of Transmittal must be
received by the Depositary at one of its addresses set forth on the back cover
page of this Offer to Purchase on or prior to the Expiration Date. In addition,
either (i) certificates for Units representing tendered Units must be received
by the Depositary along with the Letter of Transmittal, or such Units must be
tendered pursuant to the procedure for book-entry transfer described below and a
Book-Entry Confirmation (as defined below) must be received by the Depositary,
in each case prior to the Expiration Date, or (ii) the tendering Unit holder
must comply with the guaranteed delivery procedures set forth below.
Book-Entry Transfer. The Depositary will make a request to establish an
account with respect to the Units at The Depository Trust Company (the
"Book-Entry Transfer Facility") for purposes of the Offer within two business
days after the date of this Offer to Purchase, and any financial institution
which is a participant in the Book-Entry Transfer Facility's system may make
book-entry delivery of Units by causing the Book-Entry Transfer Facility to
transfer such units into the Depositary's account at the Book-Entry Transfer
Facility in accordance with its procedures for transfer. However, although
delivery of Units may be effected through book-entry transfer at the Book-Entry
Transfer Facility, the Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, or an Agent's Message in connection with a
book-entry transfer, and any other required documents must, in any case, be
transmitted to and received by the Depositary at one of its addresses set forth
on the back cover page of this Offer to Purchase prior to the Expiration Date,
or the guaranteed delivery procedures described below must be complied with.
Delivery of documents to the Book-Entry Transfer Facility in accordance
with its procedures does not constitute delivery to the Depositary. None of the
Purchaser, the Purchaser's affiliates or assigns, the Depositary, the Dealer
Manager, the Information Agent or any other person will assume any
responsibility for, or will be under any duty to give notification of, the
failure by the Book-Entry Transfer Facility to forward documents to the
Depositary.
Signature Guarantees. Signatures on all Letters of Transmittal must be
guaranteed by a firm that is a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the Securities
Transfer Agent's Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP") or the New York Stock Exchange, Inc. Medallion Signature
Program ("MSP") (each, an "Eligible Institution"), unless the Units tendered
thereby are tendered (i) by a registered holder of Units who has not completed
either the box labeled "Special Delivery Instructions" or the box labeled
"Special Payment Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution. See Instruction 1 of the Letter of
Transmittal.
If the certificates for Units are registered in the same name of a person
other than the signer of the Letter of Transmittal, or if payment is to be made
to, or certificates for unpurchased Units are to be issued or returned to, a
person other than the registered owner, then the tendered certificates must be
endorsed or accompanied by appropriate transfer powers, in either case signed
exactly as the name or names of the
4
<PAGE> 7
registered owner or owners appear on the certificates, with the signatures on
the certificates or transfer powers guaranteed by an Eligible Institution as
described above. See Instructions 1 and 5 of the Letter of Transmittal.
Guaranteed Delivery. If a Unit holder desires to tender Units pursuant to
the Offer and certificates for such Units are not immediately available, or time
will not permit all required documents to reach the Depositary on or prior to
the Expiration Date, or the procedures for book-entry transfer cannot be
completed on a timely basis, such Units may nevertheless be tendered if all of
the following guaranteed delivery procedures are duly complied with:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Purchaser herewith, is
received by the Depositary, as provided below, on or prior to the
Expiration Date; and
(iii) the certificates (or a Book-Entry Confirmation) representing all
tendered Units, in proper form for transfer, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message) and any other documents required by the
Letter of Transmittal, are received by the Depositary within three New York
Stock Exchange ("NYSE") trading days after the date of the execution of
such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mailed to the Depositary and must include
a guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF UNITS, THE LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNIT HOLDER. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED.
Notwithstanding any other provision hereof, payment for the Units accepted
for payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of certificates for, or of Book-Entry Confirmation
with respect to, such Units, a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), together with any signature guarantees (or,
in the case of a book-entry transfer, an Agent's Message) and any other
documents required by the Letter of Transmittal. Accordingly, payment might not
be made to all tendering Unit holders at the same time and will depend upon when
Units are received into the Depositary's account at the Book-Entry Transfer
Facility.
Backup Federal Tax Withholding. Under the federal income tax laws, the
Depositary will be required to withhold 31% of the amount of any payments made
to certain Unit holders pursuant to the Offer. TO PREVENT BACKUP FEDERAL INCOME
TAX WITHHOLDING WITH RESPECT TO PAYMENT OF THE PURCHASE PRICE OF UNITS SOLD
PURSUANT TO THE OFFER, A TENDERING UNIT HOLDER MUST PROVIDE THE DEPOSITARY WITH
HIS OR HER CORRECT TAXPAYER IDENTIFICATION NUMBER OR CERTIFY THAT HE OR SHE IS
NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL.
Appointment as Proxy. By executing a Letter of Transmittal as set forth
above, a tendering Unit holder irrevocably appoints designees of the Purchaser
as his attorneys-in-fact and proxies, in the manner set forth in the Letter of
Transmittal, each with full power of substitution, to the full extent of such
Unit holder's rights with respect to the Units tendered by the Unit holder and
accepted for payment by the Purchaser and with respect to any and all other
Units or other securities, rights or distributions, other than regular cash
distributions declared by the Trust having a record date prior to the date of
transfer to the Purchaser on the Trust's transfer records of the Units tendered
(such Units or other securities, rights or distributions other than such regular
cash distributions being referred to herein as "Distributions"), issued or
issuable in respect of such Units on or after the date of this Offer to
Purchase. All such powers of attorney and proxies shall be considered
irrevocable and coupled with an interest in the tendered Units. This appointment
will be effective when, and only to the extent that, the Purchaser pays for such
Units by depositing the Purchase Price therefor with the Depositary. Upon such
payment, all powers of attorney and proxies given by such Unit holder with
5
<PAGE> 8
respect to such Units and any Distributions will, without further action, be
revoked, and no subsequent powers of attorney or proxies may be given by such
Unit holder (and, if given, will not be deemed effective). The designees of the
Purchaser will, with respect to the Units and any Distribution, be empowered to
exercise all voting and other rights of such Unit holder with respect to such
Units and any Distributions as they, in their sole discretion, may deem proper
at any meeting of the Unit holders, or any adjournment or postponement thereof,
or by written consent or otherwise. The Purchaser reserves the right to require
that, in order for Units to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment of such Units, the Purchaser must be able to
exercise full voting rights with respect to such Units, including voting at any
meeting of Unit holders.
Determination of Validity. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for payment of
any tender of Units pursuant to any of the procedures described above will be
determined by the Purchaser, in its sole discretion, whose determination will be
final and binding. The Purchaser reserves the absolute right to reject any or
all tenders of any Units determined by it not to be in proper form or the
acceptance of or payment for which may, in the opinion of the Purchaser's
counsel, be unlawful. The Purchaser also reserves the absolute right to waive
any of the conditions of the Offer or any defect or irregularity in any tender
of Units of any particular Unit holder.
The Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final
and binding. No tender will be deemed to have been validly made until all
defects and irregularities with respect to such tender have been cured or
waived. None of the Purchaser, the Purchaser's affiliates or assigns, the
Depositary, the Dealer Manager, the Information Agent or any other person will
be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give such notification.
A tender of Units pursuant to any one of the procedures described above
will constitute the tendering Unit holder's acceptance of the terms and
conditions of the Offer, as well as the tendering Unit holder's representation
and warranty that (i) such Unit holder has full power and authority to tender,
sell, assign and transfer such Units, (ii) the tender of the tendered Units
complies with Rule 14e-4 under the Exchange Act and (iii) when the same are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and will not be subject to any adverse
claim. The Purchaser's acceptance for payment of Units tendered pursuant to the
Offer will constitute a binding agreement between the tendering Unit holder and
the Purchaser upon the terms and subject to the conditions to the Offer.
3. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 3,
tenders of Units made pursuant to the Offer are irrevocable, provided that Units
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment by the Purchaser as
provided herein, may also be withdrawn at any time after March 20, 1998, or at
such later time as may apply if the Offer is extended.
If, for any reason whatsoever, acceptance for payment of Units tendered
pursuant to the Offer is delayed, or the Purchaser is unable to accept for
payment or pay for Units tendered pursuant to the Offer, then, without prejudice
to the Purchaser's rights set forth herein, the Depositary may, nevertheless, on
behalf of the Purchaser, retain tendered Units, and such Units may not be
withdrawn except to the extent that the tendering Unit holder is entitled to and
duly exercises withdrawal rights as described in this Section 3. Any such delay
will be by an extension of the Offer to the extent required by law.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses specified on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Units to be withdrawn, the number of Units to be withdrawn, and (if certificates
for Units have been tendered) the name of the registered holder of the Units as
set forth in the certificate for the Unit, if different from the name of the
person who tendered such Units. If certificates for Units to be withdrawn have
been delivered or otherwise identified to the Depositary, then, prior to the
release of such certificates, the serial numbers shown on such certificates must
be submitted to the Depositary and, unless such Units have been tendered by an
Eligible
6
<PAGE> 9
Institution, the signatures on the notice of withdrawal must be guaranteed by an
Eligible Institution. If Units have been tendered pursuant to the procedure for
book-entry transfer as set forth in "THE TENDER OFFER -- 2. Procedures for
Tendering Units," any notice of withdrawal must also specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Units and otherwise comply with the Book-Entry Transfer Facility's
procedures.
Withdrawals of tenders of Units may not be rescinded and any Units properly
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. However, withdrawn Units may be retendered by again following one of the
procedures described in "THE TENDER OFFER -- 2. Procedures for Tendering Units"
at any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding. None of the
Purchaser, the Purchaser's affiliates or assigns, the Depositary, the Dealer
Manager, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in any notice of withdrawal
or incur any liability for failure to give such notification.
4. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. 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), the Purchaser will
purchase, by accepting for payment, and will pay for the Minimum Number of Units
validly tendered prior to the Expiration Date (and not properly withdrawn in
accordance with "THE TENDER OFFER -- 3. Withdrawal Rights") as promptly as
practicable after the Expiration Date.
UNDER NO CIRCUMSTANCE WILL INTEREST ON THE PURCHASE PRICE BE PAID,
REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
The Purchaser expressly reserves the right, in its sole discretion, to
delay acceptance for payment of, or, subject to the requirements of Rule
14e-1(c) referred to in "THE TENDER OFFER -- 1. Terms of the Offer," payment
for, Units in order to comply in whole or in part with any applicable law or
condition. See "THE TENDER OFFER -- 14. Certain Conditions of the Offer." In all
cases, payment for Units purchased pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates for such Units or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such
Units into the Depositary's account at the Book-Entry Transfer Facility pursuant
to the procedures set forth in "THE TENDER OFFER -- 2. Procedures for Tendering
Units," (ii) the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message (as defined below) in connection with a book-entry transfer, and
(iii) any other documents required by the Letter of Transmittal.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Units which are the subject of such Book-Entry
Confirmation that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Purchaser may enforce such
agreement against such participant.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment (and thereby purchased) Units validly tendered and not withdrawn as,
if and when the Purchaser gives oral or written notice to the Depositary of the
Purchaser's acceptance of such Units for payment pursuant to the Offer. Upon the
terms and subject to the conditions of the Offer, payment for Units purchased
pursuant to the Offer will be made by deposit of the Purchase Price therefor
with the Depositary, which will act as agent for tendering Unit holders for the
purpose of receiving payment from the Purchaser and transmitting payment to
tendering Unit holders. Under no circumstances will interest on the Purchase
Price be paid by the Purchaser by reason of any delay in making such payment.
If any tendered Units are not purchased pursuant to the Offer for any
reason, or if certificates are submitted representing more Units than are
tendered, certificates for tendered Units not purchased or tendered will be
returned, without expense to the tendering Unit holder (or, in the case of Units
tendered by
7
<PAGE> 10
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility pursuant to the procedures set forth in "THE TENDER OFFER -- 2.
Procedures for Tendering Units," such Units will be credited to the account
maintained at the Book-Entry Transfer Facility), as promptly as practicable
after the expiration, termination or withdrawal of the Offer.
If, on or prior to the Expiration Date, the Purchaser shall increase the
consideration offered to Unit holders pursuant to the Offer, such increased
consideration shall be paid to all Unit holders whose Units have previously been
accepted for payment pursuant to the Offer.
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary of
federal income tax consequences is based upon laws, regulations, interpretive
rulings and judicial decisions in effect on the date hereof, all of which are
subject to change (possibly with retroactive effect). This summary does not
discuss all aspects of federal income taxation that may be relevant to a
particular taxpayer in light of its personal investment circumstances or to
certain types of taxpayers subject to special treatment under the federal income
tax laws (such as life insurance companies, banks, tax-exempt organizations,
nonresident aliens and foreign corporations). This summary also does not discuss
any aspect of state, local or foreign taxation. Accordingly, each Unit holder is
urged to consult with its own tax advisor as to the tax ramifications of
tendering Units pursuant to the Offer.
Tendering Unit Holders. Each tendering Unit holder will be treated, for
federal income tax purposes, as having disposed of an undivided interest in each
of the assets of the Trust. As a result, each tendering Unit holder will
recognize gain or loss, for federal income tax purposes, measured by the
difference between the amount realized on the sale and the Unit holder's tax
basis in the Unit sold. A Unit holder's tax basis in its Units will generally
include its allocable share of the debts of the Trust, if any, at the time that
the Unit holder acquired its Units, and such tax basis must be reduced, but not
below zero, by any depletion deductions that the Unit holder has been allowed. A
Unit holder's amount realized will generally include an allocable share of the
debts of the Trust, if any, at the time the Units are sold pursuant to the
Offer. The character of the gain or loss as ordinary income or loss or as
capital gain or loss (and, if capital gain or loss, as long-term or short-term)
will be determined by reference to the Royalty Interests (as defined in "THE
TENDER OFFER -- 6. Certain Information Concerning the Trust"), rather than by
reference to the Units (with the result, inter alia, that the depletion
recapture rules will generally require a Unit holder to recharacterize, as
ordinary income, any capital gain recognized in connection with the sale of
Units, but not in excess of the depletion deductions previously allowed to the
Unit holder that were applied to reduce tax basis). A tendering Unit holder who
has taken a Section 29 tax credit will not have to recapture as ordinary income
any amount previously taken as a credit. While net capital gains are taxed, in
the case of corporate taxpayers, at the same rates that apply to ordinary
income, such gains are taxed, in the case of individual taxpayers, at a maximum
rate of (i) 28% if the relevant holding period is more than 12 months but no
more than 18 months and (ii) 20% if the relevant holding period is more than 18
months. Capital losses may be used, for federal income tax purposes, to offset
only capital gains and may not be used to offset ordinary income (subject to a
$3,000 exemption in the case of individual taxpayers).
The Trust will allocate its income, gain, loss, deduction and credit for
1998 between a tendering Unit holder and the Purchaser based on the number of
monthly record dates of regular cash distributions by the Trust that each such
person held the Unit during the year.
Non-Tendering Unit Holders. The Trust will continue to be classified as a
grantor trust subsequent to the consummation of the Offer and will not be
required to close its taxable year, change its method of accounting or otherwise
be adversely affected as a result of the Offer. Upon the successful consummation
of the Offer, the Purchaser intends to call a meeting of the Unit holders within
one year from the date of this Offer to Purchase for the purpose of voting on
the termination of the Trust. See "THE TENDER OFFER -- 12. Purpose and Structure
of the Offer; Plans for the Trust." In the event of dissolution, each Unit
holder will directly own and control its interests in the Royalty Interests. The
tax treatment of directly holding such Royalty Interests will be substantially
similar to the tax treatment of indirectly owning such properties through the
Trust, except that the rules of administrative convenience imposed by the Trust,
such as allocation of the Section 29 credit on a quarterly basis, will no longer
be applicable.
8
<PAGE> 11
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. UNIT HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH
RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE OFFER, INCLUDING THE EFFECTS OF
FEDERAL, STATE AND LOCAL TAX CONSEQUENCES THEREOF.
6. CERTAIN INFORMATION CONCERNING THE TRUST. According to the Trust's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the
"Trust 10-K"), the Trust was created under the laws of the State of Delaware.
According to the Trust 10-Q, the Trust maintains its principal offices at the
offices of the Trustee, located at 901 Main Street, Suite 1700, Dallas, Texas
75202. According to the Trust 10-K, the Trust has been formed under Delaware law
pursuant to the terms of the Trust Agreement to acquire and hold certain net
profits interests (the "Royalty Interests") in Meridian Oil Production Inc.'s
interest in the Fruitland coal formation underlying the Northeast Blanco Unit
(the "Underlying Properties"). The Purchaser believes that the name of Meridian
Oil Production Inc. has been changed to Burlington Resources Oil & Gas Company
("BROG").
The Trust is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith files reports and other information
with the Commission relating to its properties, financial condition and other
matters. These reports and other information are available for inspection at the
Commission's public reference facilities at 450 Fifth Street, N.W., Washington,
D.C. 20549, and also should be available for inspection and copying at the
regional offices of the Commission located at Seven World Trade Center, 13th
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may also be
obtained by mail, upon payment of the Commission's customary fees, from the
Commission's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.
In addition, the Commission maintains a web site on the Internet that can be
accessed at http://www.sec.gov and that contains information filed
electronically regarding the Trust. Reports and other information concerning the
Trust can also be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.
The selected financial data set forth below relating to the Trust have been
taken or derived from the audited financial statements contained in the Trust
10-K or the unaudited financial statements contained in the Trust 10-Q. More
comprehensive financial information is included in the Trust 10-K, the Trust
10-Q and the other documents filed by the Trust with the Commission, and the
financial data set forth below are qualified in its entirety by reference to
such reports and other documents including the financial statements and related
notes contained therein.
BURLINGTON RESOURCES
COAL SEAM GAS ROYALTY TRUST
SELECTED FINANCIAL DATA
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, ----------------------------
1997 1996 1995
------------- ------------ ------------
<S> <C> <C> <C>
Assets
Cash and cash equivalents..................... $ 77,522 $ 158,251 $ 31,260
Net royalty interests in oil and gas
properties.................................... 95,634,222 107,371,880 123,603,700
----------- ------------ ------------
Total assets.......................... $95,711,744 $107,530,131 $123,634,960
=========== ============ ============
Liabilities and Trust Corpus
Trust expenses payable........................ $ 96,836 $ 201,966 $ 100,220
Trust corpus (8,800,000 Units authorized and
outstanding)............................... 95,614,908 107,328,165 123,534,740
----------- ------------ ------------
Total liabilities and trust corpus.............. $95,711,744 $107,530,131 $123,634,960
=========== ============ ============
</TABLE>
9
<PAGE> 12
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------------ --------------------------
1997 1996 1996 1995
---------- ---------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Royalty income........................ $5,077,755 $8,376,309 $10,671,428 $14,076,780
Interest income....................... 12,826 22,184 28,339 37,576
---------- ---------- ----------- -----------
$5,090,581 $8,398,493 $10,699,767 $14,114,356
General and administrative expenses... (538,911) (532,286) (659,226) (711,959)
---------- ---------- ----------- -----------
Distributable income.................. $4,551,670 $7,866,207 $10,040,541 $13,402,397
========== ========== =========== ===========
Distributable income per Unit
(8,800,000 Units)................... $ .52 $ .89 $ 1.14 $ 1.52
========== ========== =========== ===========
</TABLE>
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------------------- ---------------------------
1997 1996 1996 1995
------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Trust corpus, beginning of period..... $107,328,165 $123,534,740 $123,534,740 $147,459,837
Amortization and impairment of royalty
interests........................... (11,737,658) (15,008,321) (16,231,820) (23,913,096)
Distributable income.................. 4,551,670 7,866,207 10,040,541 13,402,397
Distributions to Unit holders......... (4,527,269) (7,806,576) (10,015,296) (13,414,398)
Trust corpus, end of period........... $ 95,614,908 $108,586,050 $107,328,165 $123,534,740
</TABLE>
The information concerning the Trust contained herein has been taken from
or is based upon reports and other documents on file with the Commission or
otherwise publicly available. Although the Purchaser does not have any knowledge
that would indicate that any statements contained herein based upon such reports
and documents are untrue, the Purchaser does not take any responsibility for the
accuracy or completeness of the information contained in such reports and other
documents or for any failure by the Trust to disclose events that may have
occurred and may affect the significance or accuracy of any such information but
that are unknown to the Purchaser.
7. CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser, a Texas
limited liability company, was recently organized and has not engaged in any
business since its organization other than that incident to its organization and
in connection with the Offer. The Amended and Restated Limited Liability Company
Regulations of the Purchaser (the "Regulations"), a copy of which is attached as
Exhibit (c)(1) to the Purchaser Schedule 14D-1, provide that the purpose and
nature of the business of the Purchaser shall be (i) to directly or indirectly,
acquire, invest in, own and dispose of the Units, (ii) to, directly or
indirectly, invest in, own and dispose of interests in the properties owned by
the Trust and (iii) to exercise all of the rights and powers conferred upon the
Purchaser pursuant to agreements relating to the business of the Purchaser. The
Purchaser is not expected to engage in any business other than in connection
with its organization, the Offer and, upon the successful consummation of the
Offer, the termination of the Trust. The principal executive offices of the
Purchaser are located at 910 Travis Street, Suite 2150, Houston, Texas 77002.
The Regulations provide that, other than certain specified major decisions,
the powers of the Purchaser shall be exercised by or under the authority of, and
the business and affairs of the Purchaser shall be managed by the manager of the
Purchaser, O'Sullivan Oil. The Regulations also provide that no member of the
Purchaser shall, directly or indirectly, purchase or otherwise acquire, among
other things, any Units.
Pursuant to the Regulations, the consent of all the members of the
Purchaser (other than First Union Investors and its successors and assigns,
except in certain circumstances) is required, among other things, to (i) sell
any of the Units owned by the Purchaser and (ii) take any action that varies
from the Business Plan.
10
<PAGE> 13
The Regulations provide that the "Business Plan" includes voting the Units owned
by the Purchaser in favor of the termination of the Trust.
The name, citizenship, business address and present principal occupation of
the manager of the Purchaser are set forth in Schedule I to this Offer to
Purchase.
The members of the Purchaser are the EnCap Group, First Union Investors and
the O'Sullivan Group. The EnCap Group, First Union Investors and the O'Sullivan
Group have approximately a 55.1%, 24.9% and 20.0% respective interest in the
Purchaser.
The EnCap Group and EnCap. EnCap Energy is a Texas limited partnership with
its principal executive offices at 1100 Louisiana Street, Suite 3150, Houston,
Texas 77002. The principal business of EnCap Energy is engaging in oil and gas
investments. EnCap is the general partner of EnCap Energy.
EnCap B is a Texas corporation with its principal executive offices at 1100
Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of
EnCap B is engaging in oil and gas investments. EnCap Energy Capital Fund III-B,
L.P. is the sole shareholder of EnCap B. Current information concerning the
directors and executive officers of EnCap B is set forth on Schedule I hereto.
EnCap Energy Capital Fund III-B, L.P. is a Texas limited partnership with
its principal executive offices at 1100 Louisiana Street, Suite 3150, Houston,
Texas 77002. The principal business of EnCap Energy Capital Fund III-B, L.P. is
engaging in oil and gas investments. EnCap is the general partner of EnCap
Energy Capital Fund III-B, L.P.
ECIC is a Texas corporation with its principal executive offices at 1100
Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of
ECIC is engaging in oil and gas investments. Energy Capital is the sole
shareholder of ECIC. Current information concerning the directors and executive
officers of ECIC is set forth on Schedule I hereto.
Energy Capital is a company registered in England and Wales under the
Companies Act 1985 under number 2867571, with its principal executive offices at
1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business
of Energy Capital is engaging in oil and gas investments. Energy Capital is the
sole shareholder of ECIC. Current information concerning the directors of Energy
Capital is set forth on Schedule I hereto.
EnCap is a Texas limited liability company with its principal executive
offices at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. EnCap is the
general partner of EnCap Energy and EnCap Energy Capital Fund III-B, L.P. The
principal business of EnCap is engaging in oil and gas investments. Current
information concerning the members and managing directors of EnCap is set forth
on Schedule I hereto.
BOCP is a Texas limited partnership with its principal executive offices at
1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business
of BOCP is engaging in oil and gas investments. Banc One Capital Partners VIII,
Ltd. is the general partner of BOCP.
Banc One Capital Partners VIII, Ltd. is an Ohio limited liability company,
with its principal executive offices at 150 East Gay Street, Columbus, Ohio
43215. The principal business of Banc One Capital Partners VIII, Ltd. is
operating a closed-end investment fund ("Business") that acts as the general
partner of BOCP, a Texas limited partnership, and to engage in other activities
necessary or incidental to such Business. The managing member of Banc One
Capital Partners VIII, Ltd. is BOCP Holdings Corporation. Current information
concerning the managers of Banc One Capital Partners VIII, Ltd. is set forth on
Schedule I hereto.
BOCP Holdings Corporation is an Ohio corporation with its principal
executive offices at 150 East Gay Street, Columbus, Ohio 43215. The principal
business of BOCP Holdings Corporation is investments. BOCP Holdings is a
wholly-owned subsidiary of Banc One Capital Holdings Corporation, an Ohio
corporation. Current information concerning the directors and executive officers
of BOCP Holdings Corporation is set forth on Schedule I hereto.
11
<PAGE> 14
Banc One Capital Holdings Corporation is an Ohio corporation with its
principal executive offices at 150 East Gay Street, Columbus, Ohio 43215 and is
a wholly-owned subsidiary of BANC ONE CORPORATION. The principal business of
Banc One Capital Holdings Corporation is investments. Current information
concerning the directors and executive officers of Banc One Capital Holdings
Corporation is set forth on Schedule I hereto.
BANC ONE CORPORATION is an Ohio corporation with its principal executive
offices at 150 E. Broad Street, Columbus, Ohio 43271. BANC ONE CORPORATION is a
bank holding company that provides a full range of consumer and commercial
banking and related financial services. Current information concerning the
directors and executive officers of BANC ONE CORPORATION is set forth on
Schedule I hereto.
First Union Investors and First Union Corporation. First Union Investors is
a North Carolina corporation and is a wholly-owned subsidiary of First Union
Corporation, a North Carolina corporation. The principal business of First Union
Investors is engaging in various investment activities on behalf of First Union
Corporation and its affiliates. First Union Corporation is a registered bank
holding company that is principally engaged in the business of banking through
its subsidiaries. The principal executive offices of First Union Investors and
First Union Corporation are located at One First Union Center, Charlotte, North
Carolina 28288. Current information concerning the directors and executive
officers of First Union Investors and First Union Corporation is set forth on
Schedule I hereto.
First Union National Bank, a wholly-owned subsidiary of First Union
Corporation, has investment discretion, but not voting authority, for 200 Units.
The address of First Union National Bank is One First Union Center, Charlotte,
North Carolina 28288.
The O'Sullivan Group. Andover is a Texas corporation with its principal
executive offices at 910 Travis Street, Suite 2205, Houston, Texas 77002. The
principal business of the Andover is real estate development. A. John Knapp,
Jr., a United States citizen, is the controlling shareholder and President of
Andover. His business address is 910 Travis Street, Suite 2205, Houston, Texas
77002. The principal employment of Mr. Knapp for the preceding five years has
been acting as President of Andover. Current information concerning the
directors and executive officers of Andover is set forth on Schedule I hereto.
Charles T. McCord III, a United States citizen, is the President and owner
of McCord Investments, Inc., the general partner of McCord Production, Ltd., and
his business address and the business address of McCord Production, Ltd. is 1201
Louisiana, Suite 1048, Houston, Texas 77002. The principal business of McCord
Production, Ltd. is the exploration, acquisition and enhancement of oil and gas
properties. In addition to his employment with McCord Production, Ltd., for the
preceding five years Mr. McCord has been the managing member of CTM 1994, LLC
and CTM 1995, LLC, which are all engaged in the business of oil and gas
exploration and production. The business address of McCord Investments, Inc.,
CTM 1994, LLC and CTM 1995, LLC is 1201 Louisiana Street, Suite 1048, Houston,
Texas 77002.
O'Sullivan Oil is a Texas corporation with its principal executive offices
at 910 Travis Street, Suite 2150, Houston, Texas 77002. The principal business
of O'Sullivan Oil is oil and gas exploration and production. C. N. O'Sullivan, a
United States citizen, is the sole shareholder and the President of O'Sullivan
Oil. His business address is 910 Travis Street, Suite 2150, Houston, Texas
77002. The principal employment of Mr. O'Sullivan for the preceding five years
has been acting as President of O'Sullivan Oil. Current information concerning
the director and executive officer of O'Sullivan is set forth on Schedule I
hereto.
Christopher P. Scully, a United States citizen, is the President of Scully
Oil & Gas Company and Excelsior Exploration Corporation. His business address,
and the business address of Scully Oil & Gas Company and Excelsior Exploration
Corporation, is 910 Travis Street, Suite 2150, Houston, Texas 77002. The
principal business of Scully Oil & Gas Company and Excelsior Exploration
Corporation is oil and gas exploration and production. Mr. Scully has been
President of Scully Oil & Gas Company from 1994 to the present and has been
President of Excelsior Exploration Corporation from 1989 to the present.
Smith Funding is a Texas limited liability company with its principal
executive offices at 910 Travis Street, Suite 2150, Houston, Texas 77002. The
principal business of Smith Funding is to own a membership
12
<PAGE> 15
interest in the Purchaser. Current information concerning the members and
managers of Smith Funding is set forth on Schedule I hereto.
John V. Whiting, a United States citizen, is a Consulting Operations
Manager for O'Sullivan Oil. His business address, and the business address of
O'Sullivan Oil, is 910 Travis Street, Suite 2150, Houston, Texas 77002. The
principal business of O'Sullivan Oil is oil and gas exploration and production.
From 1993 to 1995, Mr. Whiting was an Operations Manager for Main Energy, Inc.,
an oil and gas exploration and production company, and a Vice President of Main
Operating Co., Inc., a consulting and contract operation firm. The principal
executive offices of both Main Energy, Inc. and Main Operating Co., Inc. are
1111 Fannin, Suite 1346, Houston, Texas 77002, and the principal business of
both companies is oil and gas exploration and production. From 1995 to 1996, Mr.
Whiting acted as an independent consultant for engineering and operations and
the principal address from which such operations were conducted is 5200 Nett,
Houston, Texas 77007. From 1996 to 1997, he was employed as Vice President of
O'Sullivan Oil.
Except as set forth in this Offer to Purchase, the Purchaser Schedule 14D-1
and Schedule II hereto: (i) none of the Acquirors nor, to the knowledge of the
Acquirors, EnCap Energy Capital Fund III-B, L.P., Energy Capital, EnCap, Banc
One Capital Partners VIII, Ltd., BOCP Holdings Corporation, Banc One Capital
Holdings Corporation, BANC ONE CORPORATION or First Union Corporation
(collectively, the "Acquiror Affiliates"), any of the persons listed on Schedule
I hereto or any associate or majority-owned subsidiary of any of the persons so
listed, beneficially owns or has a right to acquire any Units or any other
equity securities of the Trust; (ii) none of the Acquirors nor, to the knowledge
of the Acquirors, any of the persons or entities referred to in clause (i) above
or any of their executive officers, directors or subsidiaries, has effected any
transaction in the Units or any other equity securities of the Trust during the
past 60 days; (iii) none of the Acquirors nor, to the knowledge of the
Acquirors, the Acquiror Affiliates or any of the persons listed on Schedule I
hereto has any contract, arrangement, understanding or relationship with any
other person with respect to any securities of the Trust, including, but not
limited to any contract, arrangement, understanding or relationship concerning
the transfer or voting thereof, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies; (iv) since January 1, 1995, there have been no
transactions which would require reporting under the rules and regulations of
the Commission between any of the Acquiror or, to the best knowledge of the
Acquirors, the Acquiror Affiliates or any of the persons listed on Schedule I
hereto, on the one hand, and the Trust or any of its executive officers,
directors or affiliates, on the other hand; (v) since January 1, 1995, there
have been no contracts, negotiations or transactions between any of the
Acquirors or any of their respective subsidiaries or, to the best knowledge of
the Acquirors, the Acquiror Affiliates or any of the persons listed on Schedule
I hereto, on the one hand, and the Trust or its affiliates, on the other hand,
concerning a merger, consolidation or acquisition, tender offer or other
acquisition of securities, an election of directors or a sale or other transfer
of a material amount of assets of the Trust; (vi) none of the Acquirors nor, to
the knowledge of the Acquirors, the Acquiror Affiliates or any of the persons
listed on Schedule I hereto, have (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.
8. PRICE RANGE OF UNITS; CASH DISTRIBUTIONS. The Units are listed and
traded on the NYSE under the symbol BRU. The following table sets forth for the
periods indicated, the reported high and low closing sales prices for the Units
and the distributions per Unit, as reported in the Trust 10-K with respect to
the fiscal years 1995 and 1996 and the high and low closing sale prices for the
Units and the distributions per Unit reported in published financial sources for
the periods indicated thereafter.
<TABLE>
<CAPTION>
PRICE
------------------ DISTRIBUTIONS
1995 HIGH LOW PER UNIT
---- ------- ------- -------------
<S> <C> <C> <C>
First Quarter....................................... $17.625 $15.125 $0.364168
Second Quarter...................................... 17.125 14.750 0.399989
Third Quarter....................................... 16.000 14.375 0.385197
Fourth Quarter...................................... 15.375 12.375 0.375008
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
1996
----
<S> <C> <C> <C>
First Quarter....................................... $13.625 $10.125 $0.332882
Second Quarter...................................... 11.750 8.750 0.298843
Third Quarter....................................... 10.000 8.750 0.255385
Fourth Quarter...................................... 10.000 8.250 0.250990
</TABLE>
<TABLE>
<CAPTION>
1997
----
<S> <C> <C> <C>
First Quarter....................................... $ 9.875 $ 7.500 0.147801
Second Quarter...................................... 8.500 6.750 0.160766
Third Quarter....................................... 8.000 6.875 0.205895
Fourth Quarter...................................... 7.9375 5.3125 0.125486
</TABLE>
<TABLE>
<CAPTION>
1998
----
<S> <C> <C> <C>
First Quarter (through January 16, 1998)............ $ 6.750 $ 5.875 *
</TABLE>
- ---------------
* This information had not been publicly announced as of January 16, 1998.
On January 16, 1996, the last full trading day prior to the commencement of
the Offer, the closing sales price for the Units on the NYSE was $6.4375 per
Unit. UNIT HOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE UNITS.
Cash distributions are made by the Trustee on a quarterly basis. According
to the Trust 10-K, the quarterly distribution is payable to Unit holders of
record on the 63rd day following the end of such calendar quarter unless such
day is not a business day in which case the record date will be the next
business day thereafter. The Trustee distributes the quarterly distribution on
or prior to 75 days after the end of each calendar quarter to each person who
was a Unit holder of record on the associated record date, together with
interest estimated to be earned on such amount from the date of receipt thereof
by the Trustee to the payment date. The Purchaser believes that the amount of
each quarterly distribution is generally announced before the quarterly record
date. HOLDERS OF RECORD OF UNITS ON THE QUARTERLY RECORD DATE FOR ANY REGULAR
CASH DISTRIBUTION DECLARED BY THE TRUST PRIOR TO THE TRANSFER TO THE PURCHASER
ON THE TRUST'S TRANSFER RECORDS OF THE UNITS PURCHASED PURSUANT TO THE OFFER
WILL BE ENTITLED TO RECEIVE AND RETAIN SUCH REGULAR CASH DISTRIBUTION.
9. DISTRIBUTIONS. If, on or after the date of this Offer to Purchase, the
Trust should split, combine or otherwise change the Units or its capitalization,
or disclose that it has taken such action, then, without prejudice to the
Purchaser's rights under applicable law and subject to the provisions in "THE
TENDER OFFER -- 14. Certain Conditions of the Offer," the Purchaser, in its sole
discretion, may make such adjustments in the Purchase Price and other terms of
the Offer as it deems appropriate to reflect such split, combination or other
change including, without limitation, the number of Units to be purchased.
If, on or after the date of this Offer to Purchase, the Trust should
declare or pay any distribution with respect to the Units, other than the
regular quarterly cash distributions (see "THE TENDER OFFER -- 8. Price Range of
Units; Cash Distributions"), that is payable or distributable to record holders
as of a date prior to the transfer to the Purchaser on the Trust's transfer
records of the Units purchased pursuant to the Offer, then without prejudice to
the Purchaser's rights under applicable law and subject to the provisions in
"THE TENDER OFFER -- 14. Certain Conditions of the Offer," (i) in the case of
any cash distribution, the Purchase Price will be reduced by the amount of such
cash distribution and (ii) in the case of any non-cash distribution, such
non-cash distribution shall be received and held by the tendering Unit holders
for the account of the Purchaser and will be required to be promptly remitted
and transferred by each tendering Unit holder to the Depositary for the account
of the Purchaser, accompanied by appropriate documentation of transfer. Pending
such remittance and subject to applicable law, the Purchaser will be entitled to
all rights and privileges as owner of any such non-cash distribution and may
withhold the entire Purchase Price or deduct from the Purchase Price the amount
or value thereof, as determined by the Purchaser in its sole discretion.
10. FINANCING OF THE OFFER. The total amount of funds required by Purchaser
to purchase the Minimum Number of Units and satisfy its obligations pursuant to
the Offer is expected to be approximately $44,936,595. Purchaser will also
require approximately $1,941,397 to pay fees, expenses and other costs expected
to be
14
<PAGE> 17
incurred in connection with the successful completion of the Offer (excluding
fees and expenses that may be incurred in connection with the financing required
to complete the Offer).
The Purchaser arranged financing needed for the Offer through (i) $25
million of financing to be provided by Bank One Texas, NA (the "Lender" or "Bank
One"), upon the satisfaction of certain conditions as specified below, and (ii)
approximately $25 million in the form of cash and the value of Units previously
contributed to the Purchaser by its members. All amounts to be provided by Bank
One will be made available to the Purchaser, subject to the satisfaction of
certain conditions as described below, prior to or at the time Units tendered
pursuant to the Offer are accepted for payment.
The sources and uses of the financing are expected to be as follows:
<TABLE>
<S> <C>
Sources of Funds:
Purchaser member cash................................... $21,877,992
Bank loans.............................................. 25,000,000
-----------
Total sources of funds........................ $46,877,992
===========
Use of Funds:
Payment for Units....................................... $44,936,595
Fees, expenses and other costs.......................... 1,941,397
-----------
Total use of funds............................ $46,877,992
===========
</TABLE>
Equity Financing. On January 15, 1998, as contemplated by the Regulations,
the following members of the Purchaser contributed the indicated initial cash
contributions to the Purchasers:
<TABLE>
<CAPTION>
INITIAL CASH
MEMBER CONTRIBUTION
------ ------------
<S> <C>
EnCap Energy............................................ $ 5,940,027
EnCap B................................................. 4,492,447
ECIC.................................................... 2,097,516
BOCP.................................................... 1,453,459
First Union Investors................................... 6,319,200
Andover................................................. 136,115
Charles T. McCord III................................... 688,622
O'Sullivan Oil.......................................... 467,091
Christopher P. Scully................................... 467,091
Smith Funding........................................... 215,258
John V. Whiting......................................... 98,977
</TABLE>
In addition to such initial cash contributions, on January 15, 1998, the
following members of the Purchaser contributed the indicated Units to the
Purchaser as contemplated by the Regulations, as set forth in detail on Schedule
II hereof:
<TABLE>
<CAPTION>
MEMBER UNITS
------ -----------
<S> <C>
Andover................................................. 34,300
Charles T. McCord III................................... 124,100
O'Sullivan Oil.......................................... 100,000
Christopher P. Scully................................... 100,000
Smith Funding........................................... 42,200
John V. Whiting......................................... 21,740
</TABLE>
The aggregate cash value of the Units contributed as of January 16, 1998 is
$3,002,706.
15
<PAGE> 18
In return for such contributions, the members of the Purchaser received the
following units of interest in the Purchaser, as contemplated by the
Regulations:
<TABLE>
<CAPTION>
PURCHASER
UNITS
----------------------
MEMBER CLASS A CLASS B
------ --------- ---------
<S> <C> <C>
EnCap Energy.................................. 5,940,027 0
EnCap B....................................... 4,492,447 0
ECIC.......................................... 2,097,516 0
BOCP.......................................... 1,453,459 0
First Union Investors......................... 6,319,200 0
Andover....................................... 0 380,674
Charles T. McCord III......................... 0 1,573,455
O'Sullivan Oil................................ 0 1,180,091
Christopher P. Scully......................... 0 1,180,091
Smith Funding................................. 0 507,566
John V. Whiting............................... 0 253,783
</TABLE>
According to the Regulations, the difference between the Class A and Class
B units of interest in the Purchaser are not material, other than differences
with regard to (i) distributions of net cash flow and (ii) certain dispositions
of the units of interest in the Purchaser.
Pursuant to the Regulations, if the Purchaser has the opportunity to
acquire Units pursuant to the Offer that would place its ownership in excess of
66 2/3%, but the Purchaser does not have sufficient funds to acquire such Units,
the manager of the Purchaser will provide notice to the members of the Purchaser
of the need for additional capital contributions to acquire the additional Units
and request additional pro rata capital contributions by the members. If a
member fails to make such additional contribution, the remaining members may
fund the shortfall and receive additional units of interest in the Purchaser in
return for such funding.
Loan Agreement. The Purchaser has entered into an Advancing Term Credit
Agreement dated January 15, 1998 (the "Loan Agreement") with the Lender. The
following is a summary of the Loan Agreement, a copy of which is attached to the
Purchaser Schedule 14D-1 as Exhibit (b) and is incorporated by reference herein.
All references to and summaries of the Loan Agreement herein are qualified in
their entirety by reference to the Loan Agreement. The Loan Agreement provides
that the Lender will provide up to $25 million in financing (the "Loan") to the
Purchaser, subject to satisfaction of certain conditions discussed below. The
material terms of the Loan Agreement are as follows:
Pursuant to the Loan Agreement, the Lender will lend to the Purchaser an
amount equal to the lesser of $25 million or 50% of the purchase price of the
Units purchased by Purchaser, up to a certain specified purchase price. The
facility may only be used as bridge financing in support of the Offer.
The Loan Agreement provides that the Loan will be secured by a first lien
security interest in substantially all of the assets of Purchaser, including,
but not limited to, the Units acquired by the Purchaser, Purchaser's rights and
interests under the Trust and all of the dividends, disbursements,
distributions, products and proceeds thereof.
The Loan Agreement provides that the interest rate for the Loan will be, at
the option of the Purchaser, LIBOR plus 2% per annum, based on 30, 60 and 90 day
options, or the Bank One base rate (the "Base Rate"). Draws can be made through
January 1, 1999. Interest on the loan will be due and payable quarterly for all
Loan amounts accruing interest at the Base Rate or at the maturity of individual
LIBOR tranches.
The Loan Agreement states that the Loan will have a maturity date of
January 2, 1999, provided that the maturity date will be automatically extended
to July 1, 1999, if (i) on January 2, 1999, no event of default or event which,
with the giving of notice or passage of time or both, would become an event of
default, has occurred and is continuing, (ii) on or before January 2, 1999 (a)
the Purchaser has paid to the Lender an additional fee in the amount of 0.25% of
the amount of the loan commitment then in effect, (b) the owners of
16
<PAGE> 19
66.67% of the Units have voted to liquidate the Trust and (c) the Trustee has
taken certain actions described in Section 9.03(b) of the Trust Agreement,
including the making of certain notices required in the Trust Agreement and
retaining an investment banking firm on behalf of the Trust to help value the
Trust's assets, evaluate offers to purchase Trust assets, seek buyers for the
Trust's assets and render certain fairness opinions. At maturity, the
outstanding principal balance on the Loan will be due and payable. Mandatory
prepayments will be required if the Loan balance exceeds the lesser of (i) a
specified borrowing base or (ii) 70% of the per Unit price at which Units are
trading, multiplied by the number of Units owned by the Purchaser.
The funding of the Loan is conditioned upon the following items: (i) the
Trust has good and defensible title to its assets, free and clear of all liens,
encumbrances and adverse claims; (ii) receipt and acceptance by the Lender of a
satisfactory funding request; (iii) satisfactory evidence that all of the
Purchaser's representations and warranties are true, that it is not in default
of any of its covenants and that no event of default has occurred under any of
the loan documents; (iv) the contemporaneous acquisition by the Purchaser of the
Units on which the Borrowing base was calculated; and (v) that no material
adverse change shall have occurred since the date of the Loan Agreement in the
condition, financial or otherwise, of the Purchaser or Trust.
Pursuant to the Loan Agreement, the Lender received a facility fee paid at
closing of $125,000, and will receive a fee payable on each funding equal to
$1,406.25. Purchaser also paid a $10,000 engineering and underwriting fee. In
addition, at closing, the Purchaser paid the Lender a $52,500 fee and a $15,000
retainer for legal fees to the Lender's counsel.
Pursuant to the Loan Agreement, the Purchaser is subject to certain
periodic reporting requirements to the Lender and must disclose other
information as required by the Lender from time to time. The Purchaser also is
subject to certain representations and warranties, covenants and events of
default, including covenants (i) that, if the Trustee is not actively pursuing
liquidation of the Trust by September 1, 1998 to the satisfaction of the Lender,
within 45 days thereafter the Purchaser shall have completed a tax credit
monetization transaction, 100% of the net proceeds of which shall be paid into a
cash collateral account established with the Lender, (ii) that general and
administrative expenses of the Purchaser will not exceed $100,000 per year,
(iii) that the Purchaser will comply with applicable laws and regulations
(including applicable environmental laws), pay taxes, accounts payable and other
uncontested obligations of the Purchaser, including certain fees, maintain its
existence and good standing, maintain its material tangible property and
maintain customary insurance, and (iv) that require average year-to-date
distributions from the Trust to the Purchaser with respect to each Unit owned by
the Purchaser to be equal to at least $0.15 per Unit per calendar quarter.
Negative covenants in the Loan Agreement restrict the Purchaser's ability, with
certain limited exceptions, to incur debt, make loans or other investments,
create liens or security interests on its assets, materially change the nature
of its business, sell assets, declare or pay dividends, allow the termination of
any insurance policy, change its corporate structure, permit any change in the
legal or beneficial ownership of the Purchaser or enter into transactions with
any of its affiliates other than arm's-length transactions. Purchaser has also
agreed to indemnify and to reimburse the Lender for certain expenses.
It is anticipated that the indebtedness incurred pursuant to the Loan
Agreement will be repaid from funds generated by the Trust and distributed to
the Unit holders and by the liquidation of the Trust. See "THE TENDER
OFFER -- 12. Purpose and Structure of the Offer; Plans for the Trust." To the
extent that the equity financing and the Loan Agreement do not provide
sufficient funds to consummate the Offer, the Purchaser will attempt to arrange
for additional financing or equity sources to satisfy such obligations. The
Purchaser has not made any arrangements for such additional financing or equity,
and there can be no assurance that such financing or equity will be available
or, if available, on terms favorable to the Purchaser.
Because the Loan has a maturity date of January 2, 1999 and is subject to
extension to July 1, 1999 if the Trust has not terminated and its assets have
not been distributed in a sufficient amount to satisfy all amounts due
thereunder by such date, the Purchaser will be required to seek an additional
extension of the Loan from the Lender. In the event that the Lender does not
extend the Loan, the Purchaser will attempt to arrange for additional financing
or equity sources to repay the Loan in full by such maturity date. If the
Purchaser is unable to obtain such additional financing, however, the Purchaser
may be required to liquidate some or all of
17
<PAGE> 20
the Units it has acquired either pursuant to the Offer or prior to the
commencement of the Offer to satisfy its payment obligations under the Loan.
The Lender is an affiliate of Banc One Capital Partners VIII, Ltd., which
is the general partner of BOCP. BOCP is one of the Acquirors.
11. BACKGROUND OF THE OFFER; PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
WITH THE TRUST. During the week of October 13, 1997, Scott W. Smith, a
consultant to O'Sullivan Oil and a member and manager of Smith Funding, spoke
with Ron E. Hooper, Vice President of the Trustee, pursuant to a telephone
conversation. During such conversation, Mr. Smith, on behalf of C. N.
O'Sullivan, President of O'Sullivan Oil, requested an opportunity to review the
ownership ledger of the Trust. Mr. Hooper requested that Mr. Smith provide
written notice of such request.
On October 20, 1997, Mr. Smith sent the following letter by overnight
courier to the Trustee:
October 20, 1997 Federal Express
Nationsbank of Texas, N.A., Trustee
Burlington Resources Coal Seam Gas Royalty Trust
910 Main Street, Suite 1700
Dallas, Texas 75202
Attention: Mr. Ron Hooper
Re: Inspection of Books
Gentlemen:
Pursuant to Article 12.01 of the Trust Agreement of the Burlington
Resources Coal Seam Gas Royalty Trust dated May 1, 1993, by and between
Meridian Oil Production, Inc., Burlington Resources, Inc., Mellon Bank
National Association and Nationsbank of Texas, N.A., Chris N. O'Sullivan,
as the owner of 20,000 units of said trust is hereby requesting the
opportunity to review the ownership ledger of the trust at your earliest
convenience.
Mr. O'Sullivan owns these units in Account No. 32004087 at the firm of
Morgan Keegan & Company, Inc. Should you have any questions concerning his
position, please contact Mr. William Vaseliades at (713) 840-3628.
We are looking forward to hearing from you as soon as possible to schedule
a mutually agreeable appointment.
Very truly yours,
Scott W. Smith
SWS/ncy
On or about October 21, 1997, Mr. Smith contacted Mr. Hooper by telephone
regarding the request to review the ownership ledger of the Trust. Mr. Hooper
responded that the Trustee would confer with its counsel concerning the
Trustee's response to the request.
During the week of October 27, 1997, Mr. Smith contacted the Trustee by
telephone. During this telephone conversation with Mr. Hooper, a meeting date of
November 11, 1997, was set for Mr. Smith to review the ownership ledger
concerning the Units.
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On November 11, 1997, at the offices of the Trustee, Mr. Smith reviewed a
Unit ownership ledger, dated as of September 2, 1997.
On November 24, 1997, Mr. Smith contacted the Trustee by telephone. Mr.
Smith requested information concerning the calculation of the tax credit
allocation in connection with the 1997 fourth quarter distribution, which was
announced on November 1, 1997. Donald Yuchs, a representative of the Trustee, in
response to the request of Mr. Smith, faxed Mr. Smith several sheets regarding
the cash and tax credit allocation for the fourth quarter distribution.
Except as described in this Offer to Purchase, there have been no contacts,
transactions or negotiations between any of the Acquirors or the Acquiror
Affiliates, or, to the best of any Acquiror's knowledge, any of their respective
affiliates or subsidiaries or any of the persons listed on Schedule I, on the
one hand, and the Trust or any of its affiliates, on the other hand, concerning
a merger, consolidation or acquisition, a tender offer or other acquisition of
securities, an election of directors, or sale or other transfer of a material
amount of the Trust's assets.
12. PURPOSE AND STRUCTURE OF THE OFFER; PLANS FOR THE TRUST. The purpose of
the Offer is to acquire a significant number of Units as the first step in the
ultimate termination of the Trust. The Purchaser is conducting the Offer and
pursuing the termination of the Trust with the intention of making a profit;
consequently, the interests of the Purchaser and the other Acquirors may be
adverse to the interests of other Unit holders.
Subsequent to the successful consummation of the Offer, the Purchaser
currently intends to call a meeting of the Unit holders within one year of the
date of this Offer to Purchase for the purpose of voting on the termination of
the Trust. If a meeting of the Unit holders is held concerning the termination
of the Trust, the Purchaser intends to vote any Units it holds at the time of
such meeting in favor of terminating the Trust.
The information in the following paragraphs of this Section 12 has been
taken or derived from the Trust Agreement, which was filed as Exhibit 3.1 to the
Registration Statement on Form S-3 (Registration No. 33-61164), as amended,
filed by Burlington Resources Inc. with the Commission on its own behalf and as
sponsor of the Trust. More comprehensive information concerning meetings of Unit
holders and the termination of the Trust is included in the Trust Agreement, and
the information set forth below is qualified in its entirety by reference to the
Trust Agreement.
According to the terms of the Trust Agreement, the Trust may terminate
prior to January 1, 2003, only upon the affirmative vote in favor of termination
of the Trust by the holders of at least 66 2/3% of the outstanding Units. A
meeting of the Unit holders may be called by Unit holders owning of record not
less than 10% of the then outstanding Units. After the successful conclusion of
the Offer, the Purchaser intends to call a special meeting of the Unit holders
for the purpose of voting to terminate the Trust pursuant to a notice
distributed to all of the Unit holders of record. The notice of such meeting
must be distributed at least 20, but not more than 60, days prior to the date of
the meeting. At such meeting, if the holders of at least 66 2/3% of the Units
vote to terminate the Trust, the Trustee will commence the liquidation process,
and the Trust will still continue until all of the affairs of the Trust are
liquidated and wound up.
Within five business days of the date the Unit holders vote to terminate
the Trust (the "Termination Date"), the Trustee must (i) provide BROG,
Burlington Resources Inc. and Mellon Bank (DE) National Association (the
"Delaware Trustee") or its successor with written notice of the termination of
the Trust and (ii) engage an investment banking firm (the "Advisor") to assist
the Trustee in selling the remaining Royalty Interests then owned by the Trust
(the "Remaining Royalty Interests").
BROG may, but is not obligated to, make a written cash offer to purchase
the Remaining Royalty Interests, which offer must be delivered to the Trustee
within 60 days following the Termination Date (the "Option Period Termination
Date"). If BROG does make an offer to purchase the Remaining Royalty Interests,
the Trustee must decide, based on the recommendation of the Advisor, whether to
accept the offer. The Trustee must provide written notice to BROG of the
decision by the later of (i) the Option Period Termination Date or (ii) the
tenth business day after the date the Trustee receives BROG's offer. The
Trustee's notice must state that the Trustee (i) accepts the offer (which
acceptance is conditional on the
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<PAGE> 22
receipt of an opinion of the Advisor of the fairness of BROG's offer to the Unit
holders from a financial point of view) or (ii) defers action on the offer. If
the Trustee accepts BROG's offer, BROG and the Trustee must use their best
efforts to close the purchase within 30 days of BROG's receipt of notice of
acceptance.
If the Trustee defers action on BROG's offer, the Trustee must use its best
efforts, with the Advisor's assistance, to obtain other cash offers for the
Remaining Royalty Interests. The Trustee must notify BROG of the highest offer,
if any, received by the Trust within 120 days following the Termination Date. If
the highest offer is more than 105% of BROG's original offer, or if BROG did not
make an offer, BROG may, but is not obligated to, purchase all of the Remaining
Royalty Interests for a cash purchase price equal to 105% of the highest offer.
If the highest offer is equal to or less than 105% of BROG's original offer,
BROG may, but is not obligated to, purchase all of the Remaining Royalty
Interests for a cash purchase price equal to the highest offer. BROG must
provide written notice of its election to purchase the Remaining Royalty
Interests within five business days of BROG receipt of notice of the highest
offer. BROG and the Trustee must use their best efforts to close the purchase
within 30 days of BROG's receipt of notice of the highest offer.
If no other acceptable cash offers are received for the Remaining Royalty
Interests, the Trustee may request that BROG submit another offer. If BROG makes
an offer, and the Trustee accepts it, the acceptance will be conditional upon
receipt of an opinion of the Advisor of the fairness of the offer to the Unit
holders. BROG and the Trustee must use their best efforts to close the purchase
within 30 days of BROG's receipt of notice of acceptance of the offer.
If any assets or property of the Trust estate have not been sold, or no
definitive agreement for their sale has been entered into, within one year after
the Termination Date, the Trustee will cause the property to be sold at public
auction to the highest bidder (which may be BROG or any of its affiliates).
Notice of such auction must be mailed to each Unit holder at least 30 days prior
to the sale.
Although the Purchaser has not made any determination to do so, the
Purchaser or one of its affiliates may seek to purchase assets of the Trust. If
the Purchaser or one of its affiliates do not buy the assets of the Trust in the
event of the proposed termination of the Trust, there can be no assurance that a
buyer could be found for the assets of the Trust. Furthermore, there can be no
assurance as to whether or when any such transaction might be proposed by the
Purchaser or its affiliates or as to the purchase price which might be offered
by the Purchaser or its affiliates or by any third party in any such
transaction.
The Purchaser and its affiliates also reserve the right, following
termination of the Offer, to purchase additional Units, either in open market or
privately negotiated transactions, in one or more additional tender offers or
otherwise, or to sell all or any portion of the Units owned by them. Any such
sales or purchases would depend upon current market prices for the Units,
prevailing industry and general economic and market conditions, the business,
financial condition and results of operations of the Trust and other relevant
factors, and would be on such terms and at such prices as the Purchaser or its
affiliates may then determine.
The Trust Agreement provides that, under certain circumstances, the Trustee
and the Delaware Trustee may be removed by a majority vote of the Unit holders.
The Purchaser has no present plans to vote its Units for the removal of either
the Trustee or the Delaware Trustee.
Currently, the Purchaser has no intention to materially change the
distributions of the Trust, except as set forth in this Offer to Purchase.
The Purchaser is not, pursuant to the Offer, requesting votes by Unit
holders in favor of terminating the Trust or on any other matters. Such a
request, if any, will occur pursuant to a proxy statement prepared in accordance
with applicable law, distributed to Unit holders after the successful
consummation of the Offer, and in the event the Purchaser shall deliver to the
Unit holders a notice of meeting in accordance with the Trust Agreement and
applicable law.
13. EFFECT OF THE OFFER ON THE MARKET FOR UNITS; NYSE LISTING AND EXCHANGE
ACT REGISTRATION; MARGIN REGULATIONS. The purchase of Units pursuant to the
Offer will reduce the number of Units that might otherwise trade publicly and
the number of holders of Units and could adversely affect the liquidity and
market value of the remaining Units held by the public. The purchase of Units
pursuant to the Offer can also be expected to reduce the number of holders of
Units.
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<PAGE> 23
In addition, if the Trust is dissolved, as described in "THE TENDER
OFFER -- 12. Purpose and Structure of the Offer; Plans for the Trust," the Units
may be delisted by the NYSE, and the registration of the Units under the
Exchange Act would be terminated.
Stock Exchange Listing. According to the NYSE's published guidelines, the
NYSE would consider delisting the Units if, among other things, the number of
record holders of at least 100 Units should fall below 1,200 (the number of
beneficial holders of Units held in nominee form through an NYSE member being
considered for such purpose), the number of publicly held Units (exclusive of
holdings of officers, directors, their immediate families and other concentrated
holdings of 10% or more ("NYSE Excluded Holdings")) should fall below 600,000,
or the aggregate market value of such Units should fall below $5,000,000.
Depending on the number of Units purchased pursuant to the Offer, the Units
may no longer meet the requirements of the NYSE for continued listing and may,
therefore, be delisted from such exchange. If, as a result of the purchase of
Units pursuant to the Offer or otherwise, the Units no longer meet the
requirements of the NYSE for continued listing and/or trading and such trading
of the Units were discontinued, the market for such Units could be adversely
affected.
In the event of the delisting of the Units by the NYSE (which the Purchaser
intends to cause the Trust to seek following the Offer if the continued listing
criteria of the NYSE are no longer satisfied), it is possible that the Units
would continue to trade on another securities exchange or in the
over-the-counter market and that price quotations would be reported by such
exchange, by the National Association of Securities Dealers, Inc. (the "NASD")
through the NASD Automated Quotation System ("Nasdaq") or by other sources. The
extent of the public market for Units and the availability of such quotations
would, however, depend upon such factors as the number of Unit holders remaining
at such time, the interest in maintaining a market in such Units on the part of
securities firms, the possible termination of registration under the Exchange
Act as described below and other factors.
Exchange Act Registration. The Units are currently registered under the
Exchange Act. The purchase of the Units pursuant to the Offer may result in the
Units becoming eligible for deregistration under the Exchange Act. Registration
of the Units under the Exchange Act may be terminated upon application of the
Trust to the Commission if the Units are not listed on a national securities
exchange and there are fewer than 300 record holders of the Units. Termination
of registration of the Units under the Exchange Act would substantially reduce
the information required to be furnished by the Trust to Unit holders and to the
Commission and would make certain provisions of the Exchange Act, such as the
short-swing profit recovery provisions of Section 16(b) of the Exchange Act and
the requirements of furnishing a proxy statement in connection with Unit
holders' meeting pursuant to Section 14(a) of the Exchange Act, no longer
applicable to the Trust. If the Units are no longer registered under the
Exchange Act, the requirements of Rule 13e-3 under the Exchange Act with respect
to "going private" transactions would no longer be applicable to the Trust.
Furthermore, the ability of "affiliates" of the Trust and persons holding
"restricted securities" of the Trust to dispose of such securities pursuant to
Rule 144 promulgated under the Securities Act of 1933, as amended, may be
impaired or eliminated. In addition, if registration of the Units under the
Exchange Act were terminated, the Units would no longer be eligible for listing
or Nasdaq reporting.
It is the present intention of the Purchaser to seek to cause the Trust to
make such an application for termination of registration of the Units as soon as
possible following the Offer if the requirements for termination of registration
are met.
Margin Regulations. The Units are presently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), which has the effect, among other things, of allowing
brokers to extend credit on the collateral of such Units for the purpose of
buying, carrying or trading in securities ("Purpose Loans"). Depending upon
factors such as the number of record holders of the Units and the number and
market value of publicly held Units, following the purchase of Units pursuant to
the Offer, the Units may no longer constitute margin securities for purposes of
the Federal Reserve Board's margin regulations and, therefore, could no longer
be used as collateral for Purpose Loans made by brokers. In addition, if
registration of the Units under the Exchange Act were terminated, the Units
would no longer constitute margin securities.
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<PAGE> 24
14. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions
of the Offer and in addition to (and not in limitation of) the Purchaser's
rights to extend and amend the Offer at any time in its sole discretion, the
Purchaser shall not be required to accept for payment, purchase or pay for,
subject to Rule 14e-1(c) under the Exchange Act and any other applicable rules
and regulations of the Commission, any Units not theretofore accepted for
payment or paid for and may terminate or amend the Offer as to such Units unless
(i) the Minimum Condition is satisfied, (ii) the satisfaction of the conditions
to the funding of the Loan, as described in "THE TENDER OFFER -- 10. Financing
of the Offer," and (iii) approvals required by law to be obtained prior to the
consummation of the Offer under any antitrust or competition laws relating to
the purchase of the Units pursuant to the Offer shall have been obtained.
Furthermore, notwithstanding any other term of the Offer, the Purchaser shall
not be required to accept for payment or to pay for any Units not theretofore
accepted for payment or paid for, and may terminate or amend the Offer if at any
time prior to the expiration of the Offer, any of the following conditions exist
or shall occur and remain in effect:
(a) there shall be threatened, instituted or pending any action or
proceeding by or before any court or governmental, administrative or
regulatory agency or authority or any other person, domestic or foreign,
challenging the making of the Offer or the acquisition by the Purchaser of
any Units, or otherwise directly or indirectly relating to the Offer or, in
the sole judgment of the Purchaser, otherwise adversely affecting the
Trust, the Purchaser, any of the other Acquirors or any of their respective
subsidiaries or affiliates; or
(b) any change shall have occurred or be threatened in the properties,
financial condition, operations, results of operations or prospects of the
Trust or the Royalty Interests that, in the sole judgment of the Purchaser,
is or may be materially adverse to the Trust or the Royalty Interests, or
the Purchaser shall have become aware of any facts that, in the sole
judgment of the Purchaser, have or may have material adverse significance
with respect to the value of the Trust or the Royalty Interests or the
value of the Units to the Purchaser; or
(c) a tender or exchange offer for some portion or all of the Units
shall have been publicly proposed to be made or shall have been made by
another person, or it shall have been publicly disclosed or the Purchaser
shall have learned that (i) any person or "group" (as defined in Section
13(d)(3) of the Exchange Act) shall have acquired or proposed to acquire
more than 5% of the outstanding Units, other than acquisitions for bona
fide arbitrage purposes and other than acquisitions by persons or groups
who have publicly disclosed such ownership on or prior to the date of this
Offer to Purchase or (ii) any such person or group who has publicly
disclosed any such ownership of more than 5% of the Units prior to such
date shall have acquired or proposed to acquire additional Units
constituting more than 1% of the outstanding Units or shall have been
granted any option or right to acquire more than 1% of the outstanding
Units; or
(d) there shall have been any action taken, or any statute, rule,
regulation or order proposed, promulgated, enacted, entered or deemed
applicable to the Offer, by any domestic or foreign government or
governmental authority or by any court, domestic or foreign, that, in the
sole judgment of the Purchaser, might (i) make the acceptance for payment
of or payment for some or all of the Units illegal or otherwise restrict or
prohibit consummation of the Offer, or impose material obligations upon the
Purchaser as a result of any such acceptance or payment, (ii) result in a
delay in the ability of the Purchaser, or render the purchaser unable, to
accept for payment or pay for some or all of the Units, (iii) require the
Purchaser or the Trust or any of their respective affiliates to hold
separate or to divest itself of all or any portion of the business, assets
or property of any of them or any Units or impose any limitation on the
ability of any of them to conduct their business and own such assets,
properties and Units, (iv) impose material limitations on the ability of
the Purchaser to acquire, hold or exercise effectively all rights of
ownership of the Units, including the right to vote any Units purchased by
it on all matters properly presented to the Unit holders or (v) otherwise
adversely affect the Purchaser, any of the other Acquirors, the Trust or
the Units; or
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<PAGE> 25
(e) there shall have been proposed or adopted by the Trustee or any
Unit holder any amendment to the Trust Agreement, any proposal to terminate
the Trust or any proposal for the sale or transfer by the Trust of all or
any portion of the Royalty Interests; or
(f) there shall occurred (i) any general suspension of trading, or
limitation on prices for, securities on any national securities exchange or
in the over-the-counter market in the United States, (ii) a declaration of
a banking moratorium or any suspension of payments in respect of banks in
the United States, (iii) the commencement of war, armed hostilities or
other international or national calamity directly or indirectly involving
the United States, (iv) any limitation (whether or not mandatory) by any
United States governmental authority or agency on the extension of credit
by banks or other financial institutions in the United States, (v) from the
date of this Offer to Purchase through the date of expiration or
termination of the Offer, a decline of at least 10% in either the Dow Jones
Average of Industrial Stocks or the Standard & Poor's 500 Index, which
decline shall have remained in effect for at least five NYSE trading days
or (vi) in the case of any of the situations described in the clauses (i)
through (iv) inclusive, existing at the date of the commencement of the
Offer, a material acceleration or worsening thereof;
which, in the sole judgment of the Purchaser, in any such case, and regardless
of the circumstances (including any action or inaction by the Purchaser, the
other Acquirors or any of their affiliates) giving rise to any such condition,
makes it inadvisable to proceed with the Offer or with acceptance for payment or
payment for Units.
The foregoing conditions are for the sole benefit of the Purchaser, the
other Acquirors and their respective affiliates and may be asserted by the
Purchaser, in whole or in part, at any time and from time to time in the sole
judgment of the Purchaser. The failure by the Purchaser at any time to exercise
its rights under any of the foregoing conditions shall not be deemed a waiver of
any such rights and each such right shall be deemed an ongoing right which may
be asserted at any time or from time to time. Any determination by the Purchaser
concerning the events described in this Section shall be final and binding on
all parties.
15. APPRAISAL RIGHTS. Holders of Units do not have appraisal rights in
connection with the Offer.
16. CERTAIN TRANSACTIONS. Effective as of September 1, 1997, O'Sullivan Oil
and Scully Oil & Gas Company acquired a 0.0572% non-operated working/0.05033%
net revenue interest in the Underlying Properties. The president and sole
shareholder of Scully Oil & Gas Company is Christopher P. Scully. Each of
Christopher P. Scully and O'Sullivan Oil are Acquirors.
17. CERTAIN LEGAL MATTERS.
General. Except as set forth in this Offer to Purchase, including but not
limited to this Section 17, based upon an examination of publicly available
information filed by the Trust with the Commission and other publicly available
information with respect to the Trust, the Purchaser is not aware of any license
or any other regulatory permit that appears to be material to the business of
the Trust, that might be adversely affected by the Purchaser's acquisition of
the Units as contemplated herein or, except as disclosed below, of any filing,
approval or other action by or with any state, federal or foreign governmental,
administrative or regulatory agency that would be required prior to the
acquisition of Units pursuant to the Offer as contemplated herein. Should any
such approval or other action be required, the Purchaser currently contemplates
that such approval or other action will be sought. While the Purchaser does not
currently intend to delay the acceptance for payment of Units tendered pursuant
to the Offer pending the outcome of any such matter, there can be no assurance
that any such approval or other action, if needed, would be obtained or would be
obtained without substantial conditions or that failure to obtain any such
approval or other action might not result in consequences adverse to the
properties and assets of the Trust or that certain of the Trust's properties and
assets might not have to be disposed of in the event that such approvals were
not obtained or such other actions were not taken in order to obtain any such
approval or other action. If certain types of adverse action are taken with
respect to the matters discussed below, the Purchaser could decline to accept
for payment or pay for any Units tendered. See "THE TENDER OFFER -- 14. Certain
Conditions of the Offer" for certain conditions to the Offer, including
conditions with respect to litigation and governmental action.
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<PAGE> 26
State Takeover Statutes. Based upon its knowledge of the assets of the
Trust and upon publicly available information with respect to the Trust, the
Purchaser does not believe that any state takeover statutes or regulations are
applicable to the Offer. In the event that it is asserted that one or more state
takeover statutes or regulations is applicable to the Offer, and an appropriate
court does not determine that it is inapplicable or invalid as applied to the
Offer, the Purchaser might be required to file certain information with, or
receive approvals from, the relevant state authorities, and the Purchaser might
be unable to purchase or pay for Units tendered pursuant to the Offer or might
be delayed in continuing or consummating the Offer. In such case, the Purchaser
may not be obligated to accept Units for payment. See "THE TENDER
OFFER -- 14. Certain Conditions of the Offer."
Antitrust. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act"), certain acquisition transactions may not be
consummated unless certain information has been furnished to the Antitrust
Division of the Department of Justice (the "Antitrust Division") and the Federal
Trade Commission (the "FTC") and certain waiting period requirements have been
satisfied. The Purchaser believes that the acquisition of Units pursuant to the
Offer is not subject to the HSR Act or such requirements. However, if the HSR
Act is applicable to the purchase of Units pursuant to the Offer, the Purchaser
intends to take all action necessary to comply with the HSR Act, which could
result in a delay in the consummation of the Offer pending the satisfaction of
the waiting period requirements of the HSR Act.
The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the acquisition of Units by the
Purchaser pursuant to the Offer. At any time before or after the consummation of
the transaction, the Antitrust Division or the FTC could take such action under
the antitrust laws as it deems necessary or desirable in the public interest,
including seeking to enjoin the transaction or seeking divestiture of the Units
so acquired or divestiture of substantial assets of the Purchaser or the Trust.
The Purchaser believes that the acquisition of the Units pursuant to the
Offer would not violate the antitrust laws. However, there can be no assurance
that a challenge to the Offer on antitrust grounds will not be made, or if such
a challenge is made, what the result will be. See "THE TENDER OFFER -- 14.
Certain Conditions of the Offer" for certain conditions to the Offer, including
conditions with respect to litigation and certain governmental actions.
18. FEES AND OTHER EXPENSES. The Purchaser has retained Jefferies &
Company, Inc. in connection with the Offer to provide advice and assistance to
Purchaser with respect to defining objectives, and to act as the Dealer Manager
in connection with the Offer. The terms of such engagement are set forth in a
Dealer Manager Agreement (herein so called) dated January 20, 1998. Jefferies &
Company, Inc. was not asked to, and did not, provide any report, opinion or
appraisal in connection with the Offer.
Pursuant to the Dealer Manager Agreement, a fee of $75,000 became payable
to the Dealer Manager upon the Dealer Manager's engagement thereunder. The
Dealer Manager is entitled to an additional $0.02 per Unit tendered and accepted
by Purchaser pursuant to the Offer. In the event that the Trust is terminated
and the Trust assets are liquidated following completion of the Offer, the
Dealer Manager also will be entitled to an additional of $0.04 for each Unit (i)
purchased by the Purchaser pursuant to the Offer or (ii) acquired by the
Purchaser in an open market transaction after January 7, 1998, solely through
brokerage services provided by the Dealer Manager. The Purchaser has also agreed
to reimburse the Dealer Manager for its out-of-pocket expenses and to indemnify
the Dealer Manager against certain liabilities and expenses, including certain
liabilities under the federal securities laws. In the ordinary course of its
business, the Dealer Manager may actively trade the Units for its own account
and for the account of customers and, accordingly, may at any time hold a long
or short position in such securities.
The Purchaser also has retained Morrow & Co., Inc. to act as the
Information Agent and The Bank of New York to act as the Depositary in
connection with the Offer. The Information Agent may contact holders of Units by
mail, telephone, telex, telecopy, telegraph and personal interview and may
request banks, brokers, dealers and other nominee Unit holders to forward
materials relating to the Offer to beneficial holders. Each of the Information
Agent and the Depositary will receive reasonable and customary compensation for
its services,
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will be reimbursed for certain reasonable out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection therewith.
Brokers, dealers, commercial banks and trust companies will, upon request
only, be reimbursed by the Purchaser for customary mailing and handling expenses
incurred by them in forwarding material to their customers. Except as set forth
above, the Purchaser will not pay any fees or commissions to any broker, dealer
or other person (other than to the Dealer Manager and to the Information Agent)
for soliciting tenders of Units pursuant to the Offer.
19. MISCELLANEOUS. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Units residing in any jurisdiction in
which the making of the Offer or the acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction. The
Purchaser is not aware of any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction. To the extent the Purchaser becomes aware of any state law that
would limit the class of offerees in the Offer, the Purchaser may, in its
discretion, take such action as it may deem necessary to make the Offer in any
jurisdiction and extend the Offer to holders of Units in such jurisdiction.
In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer will be deemed to
be made on behalf of the Purchaser by one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
The Acquirors have filed with the Commission a Tender Offer Statement on
the Purchaser Schedule 14D-1, together with exhibits thereto, furnishing certain
additional information with respect to the Offer, and may file amendments
thereto from time to time. The Schedules and any amendments thereto, including
exhibits, may be examined and copies may be obtained from the offices of the
Commission in the manner set forth in "THE TENDER OFFER -- 6. Certain
Information Concerning the Trust" (except that such information will not be
available at the regional offices of the Commission).
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED.
NEITHER THE DELIVERY OF THE OFFER TO PURCHASE NOR ANY PURCHASE PURSUANT TO THE
OFFER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE PURCHASER OR THE TRUST SINCE THE DATE AS OF
WHICH INFORMATION IS FURNISHED OR THE DATE OF THIS OFFER TO PURCHASE.
January 20, 1998, as amended SAN JUAN PARTNERS, L.L.C.
through January 22, 1998
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SCHEDULE I
DIRECTORS, MANAGERS, EXECUTIVE OFFICERS
OR CONTROLLING PERSONS OF THE ACQUIRORS
1. The Purchaser. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of the manager of the Purchaser.
Except as set forth below, the manager does not own any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
O'Sullivan Oil O'Sullivan Oil is a Texas corporation with its principal executive offices at 910
Travis Street, Suite 2150, Houston, Texas 77002. The principal business of
O'Sullivan Oil is oil and gas exploration and production. C. N. O'Sullivan, a
United States citizen, is the controlling shareholder and the President of
O'Sullivan Oil. His business address is 910 Travis Street, Suite 2150, Houston,
Texas 77002. The principal employment of Mr. O'Sullivan for the preceding five
years has been acting as President of O'Sullivan Oil.
</TABLE>
2. EnCap B. Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions, offices
or employments for the past five years of each director and executive officer of
EnCap B. Each of the persons listed below is a director of EnCap B. The business
address of each director and executive officer, unless otherwise indicated
below, is 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. Each of the
persons listed below is a United States citizen. None of such individuals owns
any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Gary R. Petersen Gary R. Petersen is Vice President and Treasurer of EnCap B, the Vice President
and Secretary/Treasurer of ECIC, and Managing Director of EnCap. His business
address, and the business address of EnCap B, ECIC and EnCap, is 1100 Louisiana
Street, Suite 3150, Houston, Texas 77002, and the principal business of all such
entities is engaging in oil and gas investments. Mr. Petersen has been employed
in the capacity of Managing Director of EnCap from 1988 to the present. In
addition, Mr. Petersen is a director of ECIC, Equus II Corporation, Harken Energy
Corporation and Nuevo Energy Corporation. The address of ECIC is 1100 Louisiana
Street, Suite 3150, Houston, Texas 77002, and its principal business is oil and
gas investments. The address of Equus II Corporation is 2929 Allen Parkway, Suite
2500, Houston, Texas 77019, and its principal business is investing. The address
of Harken Energy Corporation is 5605 N. MacArthur Blvd., Suite 400, Irving, Texas
75038, and its principal business is oil and gas exploration, development and
production. The address of Neuvo Energy Company is 1331 Lamar, Suite 1650,
Houston, Texas 77010, and its principal business is exploration for, and the
acquisition, exploitation, development and production of crude oil and natural
gas.
D. Martin Phillips D. Martin Phillips is Vice President and Secretary of EnCap B and Managing
Director of EnCap. His business address, and the business address of EnCap B and
EnCap, is 1100 Louisiana Street, Suite 3150, Houston, Texas 77002, and the
principal business of both such entities is engaging in oil and gas investments.
Mr. Phillips has been employed in the capacity of Managing Director of EnCap from
1989 to the present.
</TABLE>
I-1
<PAGE> 29
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
David B. Miller David B. Miller is Vice President of EnCap B and Managing Director of EnCap. His
business address, and the business address of EnCap B and EnCap, is 1100
Louisiana Street, Suite 3150, Houston, Texas 77002, and the principal business of
both such entities is engaging in oil and gas investments. Mr. Miller has been
employed in the capacity of the Managing Director of EnCap from 1988 to the
present.
Robert L. Zorich Robert L. Zorich is President of EnCap B, President of ECIC, and Managing
Director of EnCap. His business address, and the business address of EnCap B,
ECIC and EnCap, is 1100 Louisiana Street, Suite 3150, Houston, Texas 77002, and
the principal business of all such entities is engaging in oil and gas
investments. Mr. Zorich has been employed in the capacity of Managing Director of
EnCap from 1988 to the present. In addition, Mr. Zorich is a director of ECIC and
Benz Energy, Ltd. The address of ECIC is 1100 Louisiana Street, Suite 3150,
Houston, Texas 77002, and its principal business is oil and gas investments.
</TABLE>
3. ECIC. Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions, offices
or employments for the past five years of each director and executive officer of
ECIC. Each of the persons listed below is a director of ECIC. The business
address of each director and executive officer, unless otherwise indicated
below, is 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. Each of
persons listed below is a United States citizen. None of such individuals owns
any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Gary R. Petersen See Part 2 above.
Robert L. Zorich See Part 2 above.
</TABLE>
4. Energy Capital. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of each director of Energy
Capital. None of such individuals owns any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Peter C. Tudball Peter Tudball C.B.E. is a citizen of the United Kingdom. His business address is
C.B.E. Casu Investments Ltd., London House, 53-54 Haymarket, London SW1Y 4RP. Mr.
Tudball retired in 1993 as Managing Director and Vice Chairman of Graig Shipping
PLC, which is in the shipping business. He is currently employed as a
Non-executive Director of various companies.
Sir Peter G. Cazalet Sir Peter G. Cazalet is a citizen of the United Kingdom. His business address is
15 Thames Walk, Hestor Road, London SW11 38G. Sir Cazalet retired in 1989 as
Managing Director of British Petroleum. In addition, he retired in 1996 as
Chairman of AVP PLC. He is currently employed as a Non-executive Director of P &
O PLC and other companies.
Leo G. Deschuyteneer Leo G. Deschuyteneer is a citizen of Belgium. Mr. Deschuyteneer is currently
employed as Executive Director of Sofina SA, a financial holding company, and his
business address and the address of Sofina SA is 38 Rue de Naples, B-1050,
Brussels, Belgium. He is also currently employed as a Non-executive Director of
other companies.
</TABLE>
I-2
<PAGE> 30
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Eugene Fiedorek Eugene Fiedorek, a United State citizen, is Managing Director of EnCap. The
business address of EnCap is 1100 Louisiana Street, Suite 3150, Houston, Texas
77002, and the principal business EnCap is engaging in oil and gas investments.
Mr. Fiedorek has been employed in the capacity of Managing Director of EnCap from
1988 to the present. In addition, Mr. Fiedorek is a director of Apache
Corporation, Aviva Petroleum, Inc. and Matador Petroleum Corp. The address of
Apache Corporation is One Post Oak Central, 2000 Post Oak Boulevard, Suite 100,
Houston, Texas 77056-4400, and its principal business is the exploration,
development and production of natural gas, crude oil and natural gas liquids. The
address of Aviva Petroleum, Inc. is 8235 Douglas Avenue, Suite 400, Dallas, Texas
75225, and its principal business is the exploration, production and development
of oil and gas. The address of Matador Petroleum Corp. is 8340 Meadow Road #158,
Dallas, Texas 75231, and its principal business is oil and gas exploration and
development.
Alan B. Henderson Alan B. Henderson is a citizen of the United Kingdom. Mr. Henderson is currently
employed as Chairman of Ranger Oil (UK) Ltd. and his business address and the
address of Ranger Oil (UK) Ltd. is Ranger House, Walnut Tree Close, Guildford,
Surrey GU1 4US. He is also currently employed as a Non-executive Director of
other companies.
James F. Ladner James F. Ladner is a citizen of Switzerland. Mr. Ladner is Executive Director of
RP & C International, an investment banker, and his business address and the
address of RP & C International is Gartenstrasse 10, CH-8002, Zurich,
Switzerland. He is also currently employed as a Non-executive Director of other
companies.
Gary R. Petersen See Part 2 above.
William W. Vanderfelt William W. Vanderfelt is a citizen of the United Kingdom. Mr. Vanderfelt is
Managing Partner of Petercam S.A., a stock brokerage firm, and his business
address and the address of Petercam S.A. is 19 Place Sainte-Gudule, B-1000,
Brussels, Belgium.
</TABLE>
5. EnCap. Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions, offices
or employments for the past five years of each member and managing director of
EnCap. Each managing director is a member of EnCap. The business address of each
member and managing director, unless otherwise indicated below, is 1100
Louisiana Street, Suite 3150, Houston, Texas 77002. Each member and managing
director of EnCap is a United States citizen. None of such individuals owns any
Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Eugene C. Fiedorek See Part 4 above.
David B. Miller See Part 2 above.
D. Martin Phillips See Part 2 above.
Gary R. Petersen See Part 2 above.
Robert L. Zorich See Part 2 above.
</TABLE>
6. Banc One Capital Partners VIII, Ltd. Set forth below are the name,
business address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past
I-3
<PAGE> 31
five years of each manager of Banc One Capital Partners VIII, Ltd. Each of the
managers of Banc One Capital Partners VIII, Ltd. is a United States citizen.
None of such individuals owns any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
David R. Meuse David R. Meuse is Chairman, President and Chief Executive Officer of Banc One
Capital Holdings Corporation. His business address, and the address of Banc One
Capital Holdings Corporation, is 150 E. Gay Street, 24th Floor, Columbus, Ohio
43215. The principal business of Banc One Capital Holdings Corporation is
investments. Mr. Meuse has been employed in the capacity of Chairman, President
and Chief Executive Officer of Banc One Capital Holdings Corporation since 1993.
James J. Henson James J. Henson is Executive Vice President of Banc One Capital Holdings
Corporation and Executive Vice President of BOCP Holdings Corporation. His
business address, and the address of Banc One Capital Holdings Corporation, is
150 E. Gay Street, 24th Floor, Columbus, Ohio 43215. The principal business of
Banc One Capital Holdings Corporation is investments. Mr. Henson has been
employed in the capacity of Executive Vice President of Banc One Capital Holdings
Corporation since 1993. The address of BOCP Holdings Corporation is 150 E. Gay
Street, Columbus, Ohio 43215, and its principal business is investments.
Michael J. Endres Michael J. Endres is Vice Chairman of Banc One Capital Corporation and Chairman
and President of BOCP Holdings Corporation. His business address, and the address
of Banc One Capital Holdings Corporation, is 150 E. Gay Street, 24th Floor,
Columbus, Ohio 43215. The principal business of Banc One Capital Holdings
Corporation is investments. Mr. Endres has been employed in the capacity of Vice
Chairman of Banc One Capital Corporation since 1992. The address of BOCP Holdings
Corporation is 150 E. Gay Street, Columbus, Ohio 43215, and its principal
business is investments.
</TABLE>
7. BOCP Holdings Corporation. Set forth below are the name, business
address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
director and executive officer of BOCP Holdings Corporation. Directors are
indicated by an asterisk (*). Each of the directors and executive officers of
BOCP Holdings Corporation is a United States citizen. None of such individuals
owns any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Michael J. Endres* See Part 6 above.
William P. Boardman* William P. Boardman is Senior Vice President of BANC ONE CORPORATION. His
business address, and the address of BANC ONE CORPORATION, is 100 E. Broad
Street, Columbus, Ohio 43215. The principal business of BANC ONE CORPORATION is
banking. Mr. Boardman has been employed with BANC ONE CORPORATION for the
preceding five years.
Ronald D. Brooks* Ronald D. Brooks has been Chairman, President and Chief Executive Officer of Banc
One Capital Corporation since 1993. His business address, and the address of Banc
One Capital Corporation, is 150 E. Gay Street, 22nd Floor, Columbus, Ohio
43215. The principal business of Banc One Capital Corporation is investments.
Prior to 1993, Mr. Brooks was Vice Chairman of Banc One Capital Corporation.
</TABLE>
I-4
<PAGE> 32
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Frederick L. Cullen* Frederick L. Cullen is President and Chief Operating Officer of Banc One Ohio
Corporation. His business address, and the address of Banc One Ohio Corporation,
is 100 E. Broad Street, Columbus, Ohio 43215, and its principal business is
owning and managing Bank One, N.A. and Bank One Trust Company. Mr. Cullen has
been employed with Banc One Ohio Corporation for the preceding five years.
G. Lee Griffin* G. Lee Griffin is Chairman and Chief Executive Officer of Banc One Louisiana
Corporation. His business address, and the address of Banc One Louisiana
Corporation, is Bank One Tower - Suite 2100, 451 Florida Street, Baton Rouge,
Louisiana 70801. The principal business of Banc One Louisiana Corporation is
owning and managing Bank One, Louisiana. Mr. Griffin has been employed with Banc
One Louisiana Corporation, or its predecessor, Premier Bancorp, for the preceding
five years.
Daniel J. Jessee* Daniel J. Jessee has been Vice Chairman of Banc One Capital Corporation since
1994. His business address, and the address of Banc One Capital Corporation, is
150 E. Gay Street, 22nd Floor, Columbus, Ohio 43215. The principal business of
Banc One Capital Corporation is investments. Prior to 1994, Mr. Jessee was
Managing Director of Banc One Capital Corporation.
David J. Kundert* David J. Kundert has been Chairman and Chief Executive Officer of Banc One
Investment Management Group, or its predecessor, since 1995. His business
address, and the address of Banc One Investment Management Group, is 1111 Polaris
Parkway-B2, Columbus, Ohio 43240. The principal business of Banc One Investment
Management Group is acting as a fiduciary branch, managing trusts for business
and individual clients and managing client 401(k)s. Mr. Kundert is also President
and Chief Executive Officer of Banc One Investment Advisors Corporation. The
business address of Banc One Investment Advisors Corporation is 1111 Polaris
Parkway-B2, Columbus, Ohio 43240. The principal business of Banc One Investment
Advisors Corporation is acting as an investment advisory affiliate and managing
BANC ONE CORPORATION's 401(k) plan and mutual funds. Mr. Kundert has been
employed in the capacity of Chairman and Chief Executive Officer of Banc One
Investment Advisors Corporation since 1992.
Robert F. B. Logan* Robert F. B. Logan is currently retired. From 1995 to his retirement in 1996, Mr.
Logan was President and Chief Executive Officer of Bank One, Arizona. His
address, and the address of Bank One, Arizona, is 241 North Central - 36th Floor,
Phoenix, Arizona 85004. The principal business of Bank One, Arizona is banking.
From 1992 to 1995, Mr. Logan was retired.
Donald L. McWhorter* Donald L. McWhorter is currently retired. Prior to his retirement in 1994, Mr.
McWhorter was employed with BANC ONE CORPORATION. His address, and the address of
BANC ONE CORPORATION, is 100 E. Broad Street, Columbus, Ohio 43215. The principal
business of BANC ONE CORPORATION is banking.
David R. Meuse* See Part 6 above.
</TABLE>
I-5
<PAGE> 33
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
James V. Pickett* James V. Pickett is Vice Chairman of Banc One Capital Corporation. His business
address, and the address of Banc One Capital Corporation, is 150 E. Gay Street,
22nd Floor, Columbus, Ohio 43215. The principal business of Banc One Capital
Corporation is investments. Mr. Pickett has been employed in the capacity of Vice
Chairman of Banc One Capital Corporation since 1993. Prior to February 1993, Mr.
Pickett was Chairman of Pickett Companies. The address of Pickett Companies is
150 E. Gay Street, 22nd Floor, Columbus, Ohio 43215, and its principal business
is real estate asset management.
William E. Roberts* William E. Roberts is Vice Chairman of Banc One Capital Corporation. His business
address, and the address of Banc One Capital Corporation, is 150 E. Gay Street,
22nd Floor, Columbus, Ohio 43215. The principal business of Banc One Capital
Corporation is investments. Mr. Roberts has been employed in the capacity of Vice
Chairman of Banc One Capital Corporation since 1993. Prior to this position, Mr.
Roberts was Chairman of Pickett Companies. The business address of Pickett
Companies is 150 E. Gay Street, 22nd Floor, Columbus, Ohio 43215.
Ronald G. Steinhart* Ronald G. Steinhart has been Chairman and Chief Executive Officer of Banc One
Commercial Banking Group since 1996. His business address, and the address of
Banc One Commercial Banking Group, is 150 E. Gay Street, Columbus, Ohio 43215.
The principal business of Banc One Commercial Banking Group is commercial
banking. From 1992 to 1996, Mr. Steinhart was President of Bank One, Texas. The
business address of Bank One, Texas is 1717 Main Street, Dallas, Texas 75201. The
principal business of Bank One, Texas is banking.
James J. Henson See Part 6 above.
John W. Adams John W. Adams is Managing Director of Banc One Capital Corporation and Executive
Vice President of BOCP Holdings Corporation. His business address, and the
address of Banc One Capital Corporation, is 150 E. Gay Street, 24th Floor,
Columbus, Ohio 43215. The address of BOCP Holdings Corporation is 150 E. Gay
Street, Columbus, Ohio 43215, and its principal business is investments.
</TABLE>
I-6
<PAGE> 34
8. Banc One Capital Holdings Corporation. Set forth below are the name,
business address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
director and executive officer of Banc One Capital Holdings Corporation.
Directors are indicated by an asterisk (*). Each of the directors and executive
officers of Banc One Capital Holdings Corporation is a United States citizen.
None of such individuals owns any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
John B. McCoy* John B. McCoy is Chairman of BANC ONE CORPORATION. His business address, and the
address of BANC ONE CORPORATION, is 100 E. Broad Street, Columbus, Ohio 43215.
The principal business of BANC ONE CORPORATION is banking. In addition, Mr. McCoy
serves as a director of Cardinal Health, Inc., Ameritech Corporation, Federal
Home Loan Mortgage Corporation and Tenneco, Inc. The address of Cardinal Health,
Inc. is 5555 Glendon Court, Dublin, Ohio 43016, and its principal business is the
wholesale distribution of pharmaceuticals and related health care products. The
address of Ameritech Corporation is 30 South Wacker Drive, Chicago, Illinois
60606, and its principal business is communications services. The address of
Federal Home Loan Mortgage Corporation is 8200 Jones Branch Drive, McLean,
Virginia 22102, and its principal business is providing residential mortgages.
The address of Tenneco, Inc. is 1275 King Street, Greenwich, Connecticut 06831,
and its principal business is manufacturing automotive parts and packaging. Mr.
McCoy has been employed with BANC ONE CORPORATION for the preceding five years.
David R. Meuse* See Part 6 above.
James J. Henson* See Part 6 above.
Ronald D. Brooks* See Part 7 above.
David J. Kundert* See Part 7 above.
Michael J. Endres* See Part 6 above.
Brad L. Pospichel Brad L. Pospichel has been Executive Vice President and Treasurer of Banc One
Capital Holdings Corporation since 1993. His business address, and the address of
Banc One Capital Holdings Corporation, is 150 E. Gay Street, 24th Floor,
Columbus, Ohio 43215. The principal business of Banc One Capital Holdings is
investments. Prior to 1993, he was Treasurer of Banc One Capital Corporation. The
address of Banc One Capital Corporation is 150 E. Gay Street, 24th Floor,
Columbus, Ohio 43215, and its principal business is investments.
Carter K. McDowell Carter K. McDowell has been Senior Vice President and Director of Compliance of
Banc One Capital Holdings Corporation since September 1997. His business address,
and the address of Banc One Capital Holdings, is 150 E. Gay Street, 24th Floor,
Columbus, Ohio 43215. The principal business of Banc One Capital Holdings is
investments. From 1992 to September 1997, Mr. McDowell was Practice Group Head
for Regulatory and Compliance (Legal Department) for BANC ONE CORPORATION. The
address of BANC ONE CORPORATION is 100 E. Broad Street, Columbus, Ohio 43215, and
its principal business is banking.
</TABLE>
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<PAGE> 35
9. BANC ONE CORPORATION. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of each director and executive
officer of BANC ONE CORPORATION. Directors are indicated by an asterisk (*).
Each of the directors and executive officers of BANC ONE CORPORATION is a United
States citizen. To the knowledge of Acquirors, none of such individuals owns any
Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Bennett Dorrance* Bennett Dorrance is an investor and Chairman and Managing Director of DMB
Associates. His business address, and the address of DMB Associates, is 410 North
44th Street, Phoenix, Arizona 85008. The principal business of DMB Associates is
real estate investment and development. Mr. Dorrance also serves as Vice Chairman
of Campbell Soup Company, Inc. and is a director of UDC Homes, Inc. The address
of Campbell Soup Company, Inc. is Campbell Place, Camden, New Jersey 08103-1799,
and its principal business is the manufacturing and marketing of convenience food
products. The address of UDC Homes, Inc. is 6710 North Scottsdale Road,
Scottsdale, Arizona 85253, and its principal business is home construction.
Charles E. Exley, Jr.* Charles E. Exley, Jr. is a Corporate Director of BANC ONE CORPORATION. His
business address, and the address of BANC ONE CORPORATION, is 100 E. Broad
Street, Columbus, Ohio 43271. The principal business of BANC ONE CORPORATION is
banking. In addition, Mr. Exley is a director of Merck & Co., Inc. The address of
Merck & Co. is One Merck Drive, Whitehouse Station, New Jersey, 08889-0100, and
its principal business is pharmaceuticals.
E. Gordon Gee* E. Gordon Gee is President of The Ohio State University. His business address,
and the address of The Ohio State University, is Columbus, Ohio 43210. In
addition, Dr. Gee is a director of Abercrombie & Fitch, Inc., ASARCO, Inc.,
Columbia Gas of Ohio, Glimcher Realty Trust, Intimate Brands, Inc. and The
Limited, Inc. The address of Abercrombie & Fitch, Inc. is Four Limited Parkway
East, P.O. Box 182168 Reynoldsburg, Ohio 43218, and its principal business is the
purchase, distribution and sale of men's and women's casual apparel. The address
of ASARCO, Inc. is 180 Maiden Lane, New York, New York 10038, and its principal
business is the production of nonferrous metals, specialty chemicals and
aggregates. The address of Columbia Gas of Ohio is 200 Civic Center Drive South,
Columbus, Ohio 43215 and its principal business is gas operations. The address of
Glimcher Realty Trust is 20 South Third Street, Columbus, Ohio 43215, and its
principal business is owning, leasing, acquiring, developing and operating
enclosed regional malls, community shopping center properties and single tenant
retail properties. The address of Intimate Brands, Inc. is Three Limited Parkway,
P.O. Box 16000, Columbus, Ohio 43216, and its principal business is the purchase,
distribution and sale of lingerie, personal care products and women's apparel.
The address of The Limited, Inc. is Three Limited Parkway, P.O. Box 16000,
Columbus, Ohio 43216, and its principal business is the purchase, distribution
and sale of women's apparel, lingerie, men's apparel, personal care products,
children's apparel and a wide variety of sporting goods.
</TABLE>
I-8
<PAGE> 36
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
John R. Hall* John R. Hall has been retired since 1996. From 1992 to 1996, Mr. Hall was
Chairman and Chief Executive Officer of Ashland, Inc. His business address, and
the address of Ashland, Inc., is 1000 Ashland Drive, Russell, Kentucky 41169. The
principal business of Ashland, Inc. is oil refining and the manufacturing and
distribution of chemicals. Mr. Hall also serves as a director of Reynolds Metals
Company, Humana Inc., CSX Corporation and UCAR International, Inc. The address of
Reynolds Metals Company is 6601 W. Broad Street, Richmond, Virginia 23261, and
its principal business is the manufacturing of aluminum. The address of Humana
Inc. is 500 West Main Street, Louisville, Kentucky 40202, and its principal
business is managed health care products. The address of CSX Corporation is 901
East Cary Street, Richmond, Virginia 23219-4031, and its principal business is
rail freight transportation and distribution services. The address of UCAR
International is 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001, and its
principal business is the manufacture of graphite and carbon electrodes.
Laban P. Jackson, Jr.* Laban P. Jackson, Jr. is Chairman and Chief Executive Officer of Clear Creek
Properties, Inc. His business address, and the address of Clear Creek Properties,
Inc., is 101 Prosperous Place, Lexington, Kentucky 40509. The principal business
of Clear Creek Properties, Inc. is real estate development.
John W. Kessler* John W. Kessler is Chairman of The New Albany Company. The principal business of
The New Albany Company is real estate development. In addition, Mr. Kessler has
been Chairman of Marsh & McLennan Real Estate Advisors, Inc., a real estate
development company since 1980, and Chairman of John W. Kessler Company, a real
estate development company, since 1975. Mr. Kessler has been employed with The
New Albany Company for the preceding five years.
Richard J. Lehmann* Richard J. Lehmann has been President of BANC ONE CORPORATION since 1995 and
Chief Operating Officer of BANC ONE CORPORATION since 1996. His business address,
and the address of BANC ONE CORPORATION, is 100 E. Broad Street, Columbus, Ohio
43271. The principal business of BANC ONE CORPORATION is banking. From 1991 to
1995, Mr. Lehmann was Chairman and Chief Executive Officer of Banc One Arizona
Corporation (formerly, Valley National Corporation) and Bank One, Arizona, N.A.
(formerly, Valley National Bank). The address of Banc One Arizona Corporation is
201 North Central Avenue, Phoenix, Arizona 85004, and its principal business is
owning and managing Banc One Arizona, N.A., Bank One, Utah, N.A. and Banc One
Arizona Investment Corporation. The address of Bank One, Arizona, N.A. is 241
North Central --36th Floor, Phoenix, Arizona 85004, and its principal business is
banking.
John B. McCoy* See Part 8 above.
John G. McCoy* John G. McCoy is Chairman of the BANC ONE CORPORATION Executive Committee. His
business address, and the address of BANC ONE CORPORATION, is 100 E. Broad
Street, Columbus, Ohio 43271. The principal business of BANC ONE CORPORATION is
banking. Mr. McCoy has been employed with BANC ONE CORPORATION for the preceding
five years.
</TABLE>
I-9
<PAGE> 37
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Thekla R. Shackelford* Thelka R. Shackelford is an education consultant. In addition, Ms. Shackelford is
a director of Wendy's International, Inc. and Fiserv Inc. The address of Wendy's
International, Inc. is P.O. Box 256, 4288 West Dublin-Granville Road, Dublin,
Ohio 43017-0256, and its principal business is quick service restaurants. The
address of Fiserv Inc. is 255 Fiserv Drive, Brookfield, Wisconsin 53045, and its
principal business is computer technology and related products. Ms. Shackelford
has been an education consultant for the preceding five years.
Alex Shumate* Alex Shumate is Office Managing Partner of the Columbus office of Squire, Sanders
& Dempsey. His business address, and the address of Squire, Sanders & Dempsey, is
41 South High Street, #1300, Columbus, Ohio 43215. Squire, Sanders & Dempsey are
attorneys-at-law. Mr. Shumate has been employed with Squire, Sanders & Dempsey
for the preceding five years.
Frederick P. Stratton, Frederick P. Stratton, Jr. is Chairman and Chief Executive Officer of Briggs &
Jr.* Stratton Corporation. His business address, and the address of Briggs & Stratton
Corporation, is 12301 West Wirth Street, Wauwatosa, Wisconsin 53222. The
principal business of Briggs & Stratton Corporation is the manufacture of air
cooled gasoline engines for outdoor power equipment. Mr. Stratton is also a
director of Midwest Express Holdings, Inc., Weyco Group, Inc., Wisconsin Electric
Power Company and Wisconsin Energy Corporation. The address of Midwest Express
Holdings, Inc. is 6744 South Howell Avenue, Oak Creek, Wisconsin 53154, and its
principal business is the operation of a single-class, premium service passenger
jet airline. The address of Weyco Group, Inc. is 234 E. Reservoir Avenue, P.O.
Box 1188, Milwaukee, Wisconsin 53201, and its principal business is the
manufacture, purchase and distribution of men's footwear. The address of
Wisconsin Electric Power Company is 231 West Michigan Street, P.O. Box 2045,
Milwaukee, Wisconsin 53201, and its principal business is electric, gas and steam
utilities. The address of Wisconsin Energy Corporation is 231 West Michigan
Street, P.O. Box 2949, Milwaukee, Wisconsin 53201, and its principal business is
electric, gas and steam utilities.
Robert D. Walter* Robert D. Walter is Chairman and Chief Executive Officer of Cardinal Health, Inc.
His business address, and the address of Cardinal Health, Inc., is 5555 Glendon
Court, Dublin, Ohio 43016. The principal business of Cardinal Health, Inc. is the
wholesale distribution of pharmaceuticals and related health care products. Mr.
Walter is also a director of Karrington Health, Inc. and Westinghouse Electric
Corporation. The address of Karrington Health, Inc. is 919 Old Henderson Road,
Columbus, Ohio 43220 and its principal business is developing, owing and
operating assisted living residences. The address of Westinghouse Electric
Corporation is Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania
15222-1384, and it is a global company operating in the fields of entertainment,
technology and industry.
</TABLE>
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<PAGE> 38
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
John C. Tolleson* John C. Tolleson was formerly Chairman and Chief Executive Officer of First USA,
Inc. His business address, and the address of First USA, Inc., is 1601 Elm
Street, 47th Floor, Dallas, Texas 75201. The principal business of First USA,
Inc. is issuing credit cards and providing other credit-related services. In
addition, Mr. Tolleson was Chairman and Chief Executive Officer of First USA
Financial, Inc. The principal business of First USA Financial, Inc. is conducting
the operations of First USA, Inc. Mr. Tolleson was also a director of First USA
Bank and First USA Federal Savings Bank. The principal business of First USA Bank
is issuing credit cards. The principal business of First USA Federal Savings Bank
is providing financial services to card holders. Mr. Tolleson is also a chairman
of First USA Paymentech, which is a payment processor. The address of First USA
Financial, Inc., First USA Bank, First USA Federal Savings Bank and First USA
Paymentech is 1601 Elm Street, 47th Floor, Dallas, Texas 75201.
John F. Havens* John F. Havens is an honorary director of BANK ONE CORPORATION. He is currently
retired. Prior to his retirement, he was chairman of BANC ONE CORPORATION. The
address of BANC ONE CORPORATION is 100 E. Broad Street, Columbus, Ohio 45271, and
its principal business is banking.
Steven A. Bennett Steven A. Bennett is Senior Vice President and General Counsel of BANC ONE
CORPORATION. His business address, and the address of BANC ONE CORPORATION, is
100 E. Broad Street, Columbus, Ohio 43271. The principal business of BANC ONE
CORPORATION is banking. Mr. Bennett has been employed with BANC ONE CORPORATION
for the preceding five years.
William P. Boardman See Part 6 above.
Bobby L. Doxey Bobby L. Doxey has been Senior Vice President and Controller of BANC ONE
CORPORATION since May 1996. His business address, and the address of BANC ONE
CORPORATION, is 100 E. Broad Street, Columbus, Ohio 43271. The principal business
of BANC ONE CORPORATION is banking. Prior to 1996, Mr. Doxey served as Chief
Financial Officer of Bank One, Texas, N.A. The principal business of Bank One,
Texas, N.A. is banking, and its address is 1717 Main Street, Dallas, Texas 75201.
Roman J. Gerber Roman J. Gerber is Executive Vice President of BANC ONE CORPORATION. His business
address, and the address of BANC ONE CORPORATION, is 100 E. Broad Street,
Columbus, Ohio 43271. The principal business of BANC ONE CORPORATION is banking.
Mr. Gerber has been employed with BANC ONE CORPORATION for the preceding five
years.
William C. Leiter William C. Leiter is Senior Vice President of BANC ONE CORPORATION. His business
address, and the address of BANC ONE CORPORATION, is 100 E. Broad Street,
Columbus, Ohio 43271. The principal business of BANC ONE CORPORATION is banking.
Mr. Leiter has been employed with BANC ONE CORPORATION for the preceding five
years.
Richard D. Lodge Richard D. Lodge is Senior Vice President of BANC ONE CORPORATION. His business
address, and the address of BANC ONE CORPORATION, is 100 E. Broad Street,
Columbus, Ohio 43271. The principal business of BANC ONE CORPORATION is banking.
Mr. Lodge has been employed with BANC ONE CORPORATION for the preceding five
years.
</TABLE>
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<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Michael J. McMennamin Michael J. McMennamin is Executive Vice President and Chief Financial Officer of
BANC ONE CORPORATION. His business address, and the address of BANC ONE
CORPORATION, is 100 E. Broad Street, Columbus, Ohio 43271. The principal business
of BANC ONE CORPORATION is banking. Mr. McMennamin has been employed with BANC
ONE CORPORATION for the preceding five years.
</TABLE>
10. First Union Investors. Set forth below are the name, business address
and present principal occupation or employment, and material occupations,
positions, offices or employments for the past five years of each director and
executive officer of First Union Investors. Each person listed below is a
director of First Union Investors. Each of the directors and executive officers
of First Union Investors is a United States citizen. To the knowledge of
Acquirors, none of such individuals owns any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Robert T. Atwood Robert T. Atwood is Executive Vice President and Chief Financial Officer of First
Union Corporation and Executive Vice President of First Union Investors. His
business address, the address of First Union Corporation, and the address of
First Union Investors is One First Union Center, Charlotte, North Carolina 28288.
First Union Corporation is registered as a bank holding company. The principal
business of First Union Investors is engaging in various investment activities on
behalf of First Union Corporation and its affiliates. Mr. Atwood has been
employed with First Union Corporation for the preceding five years.
Edward E. Crutchfield Edward E. Crutchfield is Chairman and Chief Executive Officer of First Union
Corporation. His business address, and the address of First Union Corporation, is
One First Union Center, Charlotte, North Carolina 28288. First Union Corporation
is registered as a bank holding company. Mr. Crutchfield has been employed with
First Union Corporation for the preceding five years. In addition, Mr.
Crutchfield is a director of Bernhardt Industries, Inc., Liberty Corporation and
V F Corporation. The address of Bernhardt Industries, Inc. is P.O. Box 740,
Lenoir, North Carolina 28645, and its principal business is the manufacturing of
furniture. The address for Liberty Corporation is Post Office Box 789, Wade
Hampton Boulevard, Greenville, S. C. 29602, and its principal business is life
insurance and television broadcasting. The address of V F Corporation is 1047
North Park Road, Wyomissing, Pennsylvania 19610, and its principal business is
the design, manufacture and marketing of apparel.
John R. Georgius John R. Georgius is President of First Union Corporation and President of First
Union Investors. His business address, the address of First Union Corporation,
and the address of First Union Investors is One First Union Center, Charlotte,
North Carolina 28288. First Union Corporation is registered as a bank holding
company. The principal business of First Union Investors is engaging in various
investment activities on behalf of First Union Corporation and its affiliates.
Prior to 1993, Mr. Georgius was Chairman and Chief Executive Officer of First
Union National Bank -- North Carolina. The address of First Union National
Bank -- North Carolina is One First Union Center, Charlotte, North Carolina
28288, and its principal business is banking.
</TABLE>
11. First Union Corporation. Set forth below are the name, business address
and present principal occupation or employment, and material occupations,
positions, offices or employments for the past five years of each director and
executive officer of First Union Corporation. Directors are indicated by an
asterisk (*).
I-12
<PAGE> 40
Each of the directors and executive officers of First Union Corporation is a
United States citizen. To the knowledge of Acquirors, none of such individuals
owns any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
A. Dano Davis* A. Dano Davis is Chairman, Principal Executive Officer and a director of Winn-
Dixie Stores, Inc. His business address, and the address of Winn-Dixie Stores,
Inc., is 5050 Edgewood Court, Jacksonville, Florida 32254. The principal business
of Winn-Dixie Stores, Inc. is retail grocery sales. Mr. Davis has been employed
with Winn-Dixie Stores, Inc. for the preceding five years. In addition, Mr. Davis
is a director of American Heritage Life Investment Corporation. The address of
American Heritage Life Investment Corporation is American Heritage Life Building,
1776 American Heritage Life Drive, Jacksonville, Florida 32224, and its principal
business is life insurance.
Roddey Dowd, Sr.* Roddey Dowd, Sr. is Chairman of Charlotte Pipe and Foundry Company. His business
address, and the address of Charlotte Pipe and Foundry Company, is P.O. Box
35430, Charlotte, North Carolina 28235. The principal business of Charlotte Pipe
and Foundry Company is manufacturing pipe and fittings. Mr. Dowd has been
employed with Charlotte Pipe and Foundry Company for the preceding five years. In
addition, Mr. Dowd is a director of Ruddick Corporation. The address of Ruddick
Corporation is 2000 Two First Union Center, Charlotte, North Carolina 28282, and
its principal business is a diversified holding company.
William H. Goodwin, William H. Goodwin, Jr. is Chairman of CCA Industries. His business address, and
Jr.* the address of CCA Industries, is 901 East Cary Street, Suite 1400, Richmond,
Virginia 23219. The principal business of CCA Industries is manufacturing sports
and other equipment. CCA Industries is also a diversified holding company. Mr.
Goodwin has been employed with CCA Industries for the preceding five years. Mr.
Goodwin is also a director of Bassett Furniture Industries, Incorporated. The
address of Bassett Furniture Industries, Incorporated is 3525 Fairystone Park
Highway, Bassett, Virginia 24055, and its principal business is manufacturing and
selling furniture.
Jack A. Laughery* Jack A. Laughery is Chairman of Laughery Investments. His business address, and
the address of Laughery Investments, is 800 Tiffany Boulevard, Suite 305, Rocky
Mount, North Carolina 27804. The principal business of Laughery Investments is
developing restaurants. From 1995 to 1997, Mr. Laughery was Chairman of The Bagel
Group, Inc., a restaurant developer. The address of The Bagel Group, Inc. is 800
Tiffany Boulevard, Suite 305, Rocky Mount, North Carolina 27804. Prior to 1995,
Mr. Laughery was Chairman of Hardee's Food, Inc., a fast food chain. The address
of Hardee's Food, Inc. is 1233 Hardee's Boulevard, Rocky Mount, North Carolina
27804. Mr. Laughery is also a director of MassMutual Corporate Investors,
MassMutual Participation Investors and Papa John's International, Inc. The
address of MassMutual Corporate Investors is 1295 State Street, Springfield,
Massachusetts 01111, and it is an investment company. The address of MassMutual
Participation Investors is 1295 State Street, Springfield, Massachusetts 01111,
and it is an investment company. The address of Papa John's International, Inc.
is 11492 Bluegrass Parkway, Suite 175, Louisville, Kentucky 40299-2370, and its
principal business is operating and franchising pizza delivery and carry-out
restaurants.
</TABLE>
I-13
<PAGE> 41
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Radford D. Lovett* Radford D. Lovett is Chairman of Commodores Point Terminal Corp. His business
address, and the address of Commodores Point Terminal Corp, is 1600 Independent
Square, Jacksonville, Florida 32202. The principal business of Commodores Point
Terminal Corp is operating a marine terminal and a real estate management
company. Mr. Lovett has been employed with Commodores Point Terminal Corp. for
the preceding five years. In addition, Mr. Lovett is a director of American
Heritage Life Investment Corporation, Florida Rock Industries, Inc., FRP
Properties, Inc. and Winn-Dixie Stores, Inc. The address of American Heritage
Life Investment Corporation is American Heritage Life Building, 1776 American
Heritage Life Drive, Jacksonville, Florida 32224, and its principal business is
life insurance. The address of Florida Rock Industries, Inc. is 155 East 21st
Street, Jacksonville, Florida 32206, and its principal business is the production
and sale of ready mixed concrete and the mining, processing and sale of sand,
gravel and crushed stone. The address for FRP Properties, Inc. is 155 East 21st
Street, Jacksonville, Florida 32206, and its principal business is transportation
and real estate. The address of Winn-Dixie Stores, Inc. is 5050 Edgewood Court,
Jacksonville, Florida 32254-3699, and its principal business is retail grocery
sales.
Randolph N. Reynolds* Randolph N. Reynolds is Vice Chairman and a director of Reynolds Metals Company.
His business address, and the address of Reynolds Metals Company, is 6601 W.
Broad Street, Richmond, Virginia 23261. The principal business of Reynolds Metals
Company is the manufacturing of aluminum. Mr. Reynolds has been employed with
Reynolds Metals Company for the preceding five years.
John D. Uible* John D. Uible is an investor. His business address is 225 Water Street, Suite
840, Jacksonville, Florida 32202. Mr. Uible has been an investor for the
preceding five years. Mr. Uible is also a director of St. Joe Corporation. The
address of St. Joe Corporation is Suite 400, 1650 Prudential Drive, Jacksonville,
Florida 32207, and it is a diversified company engaged primarily in the
transportation, real estate, forestry and sugar industries.
G. Alex Bernhardt, G. Alex Bernhardt, Sr. is Chairman and Chief Executive Officer of Bernhardt
Sr.* Furniture Company. His business address, and the address of Bernhardt Furniture
Company, is P.O. Box 740, Lenoir, North Carolina 28645. The principal business of
Bernhardt Furniture Company is the manufacturing of furniture. Prior to 1996, Mr.
Bernhardt was President and Chief Executive Officer of Bernhardt Furniture
Company. Mr. Bernhardt is also a director of Duke Energy Corporation. The address
of Duke Energy Corporation is 422 S. Church Street, PB04G, Charlotte, North
Carolina 28242, and it is an electric utility.
</TABLE>
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<PAGE> 42
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
W. Waldo Bradley* W. Waldo Bradley is Chairman of Bradley Plywood Corporation. His business
address, and the address of Bradley Plywood Corporation, is P.O. Box 1408,
Savannah, Georgia 31402-1408. The principal business of Bradley Plywood
Corporation is wholesale distribution of building materials. Mr. Bradley has been
employed with Bradley Plywood Corporation for the preceding five years. In
addition, Mr. Bradley is a director of AGL Resources, Inc. and Savannah Foods &
Industries, Inc. The address for AGL Resources, Inc. is 303 Peachtree Street,
N.E., Atlanta, Georgia 30308, and its principal business is the distribution of
natural gas. The address of Savannah Foods & Industries, Inc. is P. O. Box 339,
Savannah, Georgia 31402, and its principal business is the production, marketing,
and distribution of food products, primarily refined sugar.
Howard H. Haworth* Howard H. Haworth is President of The Haworth Group and The Haworth Foundation,
Inc. His business address, and the address of The Haworth Group and The Haworth
Foundation, Inc., is P.O. Box 15369, Charlotte, North Carolina 28211. The
principal business of The Haworth Group and The Haworth Foundation, Inc. is in
investments. Mr. Haworth has been employed with The Haworth Group and The Haworth
Foundation, Inc. for the preceding five years.
Leonard G. Herring* Leonard G. Herring is an investor. His business address is P.O. Box 427, North
Wilkesboro, North Carolina 28659. Prior to 1996, he was President and Chief
Executive Officer of Lowe's Companies, Inc. Lowe's Companies, Inc. is a retailer
of building materials and related products for home improvement. The address of
Lowe's Companies, Inc. is P.O. Box 1111, North Wilkesboro, North Carolina 28656.
Mr. Herring is a director of Lowe's Companies, Inc.
Mackey J. McDonald* Mackey J. McDonald is President and Chief Executive Officer of VF Corporation.
His business address, and the address of VF Corporation, is 1047 North Park Road,
Wyomissing, Pennsylvania 19610. VF Corporation is a manufacturer of apparel. Mr.
McDonald has been employed with VF Corporation for the preceding five years. Mr.
McDonald is also a director of VF Corporation. The address of VF Corporation is
1047 North Park Road, Wyomissing, Pennsylvania 19610, and its principal business
is the design, manufacture and marketing of apparel.
Lanty L. Smith* Lanty L. Smith is Chairman and Chief Executive Officer of Precision Fabrics
Group, Inc. His business address, and the address of Precision Fabrics Group,
Inc., is 301 North Elm Street, Suite 600, Greensboro, North Carolina 27401. The
principal business of Precision Fabrics Group, Inc. is the manufacturing of
technical, high-performance textile products. Mr. Smith has been employed with
Precision Fabrics Group, Inc. for the preceding five years.
Dewey L. Trogdon* Dewey L. Trogdon is Chairman and a director of Cone Mills Corporation. His
business address, and the address of Cone Mills Corporation, is 3101 North Elm
Street, P.O. Box 26540, Greensboro, North Carolina 27415-6540. The principal
business of Cone Mills Corporation is textile manufacturing. Mr. Trogdon has been
employed with Cone Mills Corporation for the preceding five years.
</TABLE>
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<PAGE> 43
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
- ---------------------------- ------------------------------------------------------------------------------------
<S> <C>
Robert J. Brown* Robert J. Brown is Chairman, President and Chief Executive Officer of B&C
Associates, Inc. His business address, and the address of B&C Associates, Inc., is
P.O. Box 2636, High Point, North Carolina 27261. The principal business of B&C
Associates, Inc. is public relations and marketing research. Mr. Brown has been
employed with B&C Associates, Inc. for the preceding five years. In addition, Mr.
Brown is also a director of Duke Energy Corporation and Sonoco Products Company. The
address of Duke Energy Corporation is 422 S. Church Street, PB04G, Charlotte, North
Carolina 28242, and it is an electric utility. The address for Sonoco Products
Company is Post Office Box 160, Hartsville, South Carolina 29550-0160, and its
principal business is the manufacture of paperboard-based and plastic-based
packaging products.
Edward E. Crutchfield* See Part 10 above.
R. Stuart Dickson* R. Stuart Dickson has been Chairman of the Executive Committee of Ruddick
Corporation since 1994. He is also a director of Ruddick Corporation. His business
address, and the address of Ruddick Corporation, is 2000 Two First Union Center,
Charlotte, North Carolina 28282. Ruddick Corporation is a diversified holding
company. Prior to 1994, he was Chairman of Ruddick Corporation. Mr. Dickson is also
a director of Dimon Incorporated, PCA International Inc., Textron, Inc. and United
Dominion Industries. The address of Dimon Incorporated is 512 Bridge Street,
Danville, Virginia 24541, and its principal business is as a leaf tobacco merchant.
The address of PCA International, Inc. is 815 Matthews-Mint Hill Road, Matthews,
North Carolina 28105, and its principal business is the sale of photographic color
portraits. The address of Textron, Inc. is 40 Westminster Street, Providence, Rhode
Island 02903, and its principal business is manufacturing aerospace, consumer,
industrial and other products. The address of United Dominion Industries is 2300 One
First Union Center, 301 South College Street, Charlotte, North Carolina 28202-6039,
and its principal business is engineering equipment for heating, air drying and
purification, fluid handling, heat exchange, compaction, food processing, material
handling equipment, steel doors and aerospace applications.
B. F. Dolan* B. F. Dolan is an investor. His business address is 1990 Two First Union Center,
Charlotte, North Carolina 28282. Prior to being an investor, Mr. Dolan was Chairman
of Textron, Inc., in Providence, Rhode Island. Textron, Inc. manufactures aerospace,
consumer, industrial and other products. In addition, Mr. Dolan is a director of FPL
Group, Inc., Polaris Industries, Inc., Ruddick Corporation and Banco Santander, N.A.
The address of FPL Group, Inc. is 700 Universe Boulevard, Juno Beach, Florida 33408,
and it is a public utility holding company. The address of Polaris Industries, Inc.
is 1225 Highway 169 North, Minneapolis, Minnesota 55441, and its principal business
is manufacturing snowmobiles, recreational and utility vehicles, along with related
accessories, clothing and replacement parts. The address of Ruddick Corporation is
2000 Two First Union Center, Charlotte, North Carolina 28282, and it is a
diversified holding company. The address of Banco Santander, N.A. is Paseo de la
Castellana 24, 28046 Madrid, Spain, and its principal business is banking.
John R. Georgius* See Part 10 above.
</TABLE>
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<PAGE> 44
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Max Lennon* Max Lennon has been President of Mars Hill College since 1996. His business address,
and the address of Mars Hill College, is 50 Marshall Street, Mars Hill, North
Carolina 28754. From 1994 to 1996, Mr. Lennon was President and Chief Executive
Officer of Eastern Foods, Inc., a food manufacturer and distributor. The address of
Eastern Foods, Inc. is 1000 Naturally Fresh Boulevard, Atlanta, Georgia 30349. Prior
to 1994, Mr. Lennon was President of Clemson University in Clemson, South Carolina
29634. Mr. Lennon is also a director of Delta Woodside Industries, Inc. and Duke
Energy Corporation. The address of Delta Woodside Industries is 233 N. Main Street,
Hammond Square, Suite 200, Greenville, South Carolina 29601, and its principal
business is manufacturing and marketing woven and knitted fabrics and apparel. The
address of Duke Energy Corporation is 422 S. Church Street, PB04G, Charlotte, North
Carolina 28242, and it is an electric utility.
Ruth G. Shaw* Ruth G. Shaw has been Senior Vice President, Corporate Resources and Chief
Administrative Officer of Duke Energy Corporation since 1994. Her business address,
and the address of Duke Energy Corporation, is 422 S. Church Street, PB04G,
Charlotte, North Carolina 28242. Duke Energy Corporation is an electric utility.
From 1992 to 1994, Ms. Shaw was Vice President, Corporate Communications, of Duke
Power Company. In addition, Ms. Shaw is a director of AppleSouth, Inc. The address
of AppleSouth, Inc. is Hancock at Washington, Madison, Georgia 30650, and it is a
restaurant operating company.
B. J. Walker* B. J. Walker is Vice Chairman of First Union Corporation. His business address, and
the address of First Union Corporation, is One First Union Center, Charlotte, North
Carolina 28288. First Union Corporation is registered as a bank holding company. Mr.
Walker has been employed with First Union Corporation for the preceding five years.
Edward E. Barr* Edward E. Barr is Chairman, President and Chief Executive Officer of Sun Chemical
Corporation. His business address, and the address of Sun Chemical Corporation, is
222 Bridge Plaza South, Fort Lee, New Jersey 07024. Sun Chemical Corporation is a
graphic arts materials manufacturer. Mr. Barr has been employed with Sun Chemical
Corporation for the preceding five years. In addition, Mr. Barr is a director of
United Water Resources Inc. The address of United Water Resources Inc. is 200 Old
Hook Road, Harrington Park, New Jersey 07640, and its principal business is
ownership of regulated water and wastewater utilities.
Arthur M. Goldberg* Arthur M. Goldberg is Executive Vice President, President of Gaming Operations and a
director of Hilton Hotels Corporation. His business address, and the address of
Hilton Hotels Corporation, is 9336 Civic Center Drive, Beverly Hills, California
90210. The principal business of Hilton Hotels Corporation is lodging and casinos.
Prior to 1996, Mr. Goldberg was Chairman, President and Chief Executive Officer of
Bally Entertainment Corporation. The address of Bally Entertainment Corporation is
8700 West Bryn Mawr Avenue, Chicago, Illinois 60631, and its principal business is
casinos and entertainment. In addition, Mr. Goldberg is a director of DiGiorgio
Corporation. The address of DiGiorgio Corporation is 380 Middlesex Avenue, Carteret,
New Jersey 07008, and it is an independent wholesale food distributor.
</TABLE>
I-17
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<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
- ---------------------------- ------------------------------------------------------------------------------------
<S> <C>
Frank M. Henry* Frank M. Henry is Chairman of Frank Martz Coach Company. His business address, and
the address of Frank Martz Coach Company, is P.O. Box 1007, Wilkes-Barre,
Pennsylvania 18773. The principal business of Frank Martz Coach Company is bus
transportation. Mr. Henry has been employed with Frank Martz Coach Company for the
preceding five years. In addition, Mr. Henry is a director of C-TEC Corporation. The
address of C-TEC Corporation is 105 Carnegie Center, Princeton, New Jersey 08540,
and it is a diversified international telecommunications and high technology
company.
Joseph Neubauer* Joseph Neubauer is Chairman, President and Chief Executive Officer of ARAMARK
Corporation. His business address, and the address of ARAMARK Corporation, is ARA
Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107. The principal business
of ARAMARK Corporation is provider or manager of food, leisure, uniform, health
education and distribution services. Mr. Neubauer has been employed with ARAMARK
Corporation for the preceding five years. Mr. Neubauer is also a director of Bell
Atlantic Corporation and Federated Department Stores, Inc. The address for Bell
Atlantic Corporation is 1717 Arch Street, Philadelphia, Pennsylvania 19103, and its
principal business is telecommunications. The address for Federated Department
Stores, Inc. is 151 West 34th Street, New York, New York 10001, and its principal
business is the sale of apparel, cosmetics, home furnishings and other consumer
goods.
Anthony P. Terracciano* From 1996 to December 31, 1997, Anthony P. Terracciano was President of First Union
Corporation. His business address, and the address of First Union Corporation is One
First Union Center, Charlotte, North Carolina 28288. First Union Corporation is
registered as a bank holding company. Prior to 1996, Mr. Terracciano was Chairman of
the Board, President and Chief Executive Officer of First Fidelity Bancorporation.
Malcom S. McDonald* Malcom S. McDonald is Chairman and Chief Executive Officer of First Union --
VA/MD/DC. His business address, and the address of First Union -- VA/MD/DC, is P.O.
Box 25970, Richmond, Virginia 23260-5970. The principal business of First Union --
VA/MD/DC is banking.
Charles M. Shelton, Sr.* Charles M. Shelton, Sr. is General Partner of The Shelton Companies. His business
address, and the address of The Shelton Companies, is 301 S. College Street, Suite
3600, Charlotte, North Carolina 28202. The principal business of The Shelton
Companies is investments. Mr. Shelton has been employed with The Shelton Companies
for the preceding five years.
Marion A. Cowell, Jr. Marion A. Cowell, Jr. is Executive Vice President, Secretary and General Counsel of
First Union Corporation. His business address, and the address of First Union
Corporation, is One First Union Center, Charlotte, North Carolina 28288. The
principal business of First Union Corporation is a registered bank holding company.
Mr. Cowell has been employed with First Union Corporation for the preceding five
years.
Robert T. Atwood See Part 10 above.
</TABLE>
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<PAGE> 46
12. Andover. Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions, offices
or employments for the past five years of the director and executive officer of
Andover. The director and executive officer of Andover is a United States
citizen. The director and executive officer does not own any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
A. John Knapp, Jr. A. John Knapp, Jr. is the President and Secretary of Andover. His business
address, and the address of Andover, is 910 Travis Street, Suite 2205, Houston,
Texas 77002. The principal business of Andover is real estate development. The
principal employment of Mr. Knapp for the preceding five years has been acting as
President of Andover.
</TABLE>
13. O'Sullivan Oil. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of the director and executive
officer of O'Sullivan Oil. The director and executive officer does not own any
Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
C. N. O'Sullivan C. N. O'Sullivan, a United States citizen, is the President and Secretary of
O'Sullivan Oil. His business address is 910 Travis Street, Suite 2150, Houston,
Texas 77002. The principal business of O'Sullivan Oil is oil and gas exploration
and production. The principal employment of Mr. O'Sullivan for the preceding five
years has been acting as President of O'Sullivan Oil.
</TABLE>
14. Smith Funding. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of each member and manager of
Smith Funding. The business address of each member and manager, unless otherwise
indicated below, is 1100 Louisiana Street, Suite 3150, Houston, Texas 77002.
Managers are indicated by an asterisk (*). None of the members or managers of
Smith Funding owns any Units.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Scott W. Smith* Scott W. Smith, a United States citizen, is a consultant to O'Sullivan Oil, and
his business address and the business address of O'Sullivan Oil is 910 Travis
Street, Suite 2150, Houston, Texas 77002. The principal business of O'Sullivan
Oil is oil and gas exploration and production. From 1990 to 1996, Mr. Smith acted
as land manager for Triad Energy Corporation, and from 1997 to present he has
been Manager of Land/Marketing for O'Sullivan Oil. The business address of Triad
Energy Corporation is 1616 Voss, Suite 650, Houston, Texas, 77057, and its
principal business is oil and gas exploration and production.
A. John Knapp, Jr.* See Part 12 above.
R. Randall Grace* R. Randall Grace, a United States citizen has been an investment associate at
Chilton Capital Management since 1997. Chilton Capital Management is a registered
investment advisory firm. The business address of Chilton Capital Management, and
Mr. Grace's business address, is 910 Travis Street, Suite 2200, Houston, Texas
77002. From September 1994 to January 1997, Mr. Grace was employed with
Willowbrook Riding Stables, Inc., a New York corporation. The business address of
Willowbrook Riding Stables, Inc. is Rural Route 1, Box 143, Clinton Corners, New
York 12514, and its principal business is training and selling horses. Prior to
September 1994, Mr. Grace was a student.
</TABLE>
I-19
<PAGE> 47
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
NAME POSITIONS, OFFICES OR EMPLOYMENTS FOR THE PAST FIVE YEARS
---- -----------------------------------------------------------------
<S> <C>
Locke Investments, Locke Investments, L.P. is a Texas limited partnership with its principal
L.P. executive offices at 910 Travis Street, Suite 2206, Houston, Texas 77002, and its
principal business is real estate development. The general partner of Locke
Investments, L.P. is James L. Goettee, Jr. Mr. Goettee, a United States citizen,
is a principal in Andover Development, LLC, which is engaged in real estate
development. His business address, and the address of Andover Development, LLC,
is 910 Travis Street, Suite 2206, Houston, Texas 77002. Prior to joining Andover
Development, LLC in 1996, Mr. Goettee was a student.
Allen R. Schubert Allen R. Schubert, a United States citizen, is a principal of Schubert
Properties, a real estate development company. His business address, and the
address of Schubert Properties, is 1300 Post Oak Boulevard, Suite 1100, Houston,
Texas 77056. Mr. Schubert has been engaged in real estate development for the
past five years.
Christopher L. Knapp Christopher L. Knapp, a United States citizen, is a partner in Chilton Capital
Management, an investment advisory firm. His business address, and the address of
Chilton Capital Management, is 910 Travis Street, Suite 2200, Houston, Texas
77002. Prior to joining Chilton Capital Management in 1996, Mr. Knapp had been
employed since 1985 by Brown Brothers Harriman, an investment firm. The business
address of Brown Brothers Harriman is 4900 Trammell Crow Center, 2001 Ross
Avenue, Dallas, Texas.
Breckinridge L. Knapp Breckinridge L. Knapp, a United States citizen, is an associate of Heritage
Finance and Trust, an investment management firm. His business address, and the
address of Heritage Finance and Trust, is 12 Cours des Bastions, 1205 Geneva,
Switzerland. Prior to joining Heritage Finance and Trust in 1997, Mr. Knapp was
employed by Citibank, #16 KQUAI, General Guissuu #1204, Geneva, Switzerland. The
principal business of Citibank is commercial banking.
</TABLE>
I-20
<PAGE> 48
SCHEDULE II
TRANSACTIONS IN UNITS DURING THE PAST
SIXTY DAYS BY THE ACQUIRORS
(1) The following acquisitions were open-market transactions:
<TABLE>
<CAPTION>
TRANSACTION SHARES PRICE PER
IDENTITY OF PERSON DATES ACQUIRED SHARE
------------------ ----------- -------- ---------
<S> <C> <C> <C>
San Juan Partners, L.L.C. .................................. 1/12/98 10,000 $6.175
1/12/98 8,000 6.30
1/13/98 500 6.30
1/13/98 5,800 6.175
1/14/98 1,500 6.4375
1/15/98 1,000 6.55
A. John Knapp, Jr. ......................................... 11/25/97 1,500 7.875
Andover Group, Inc. ........................................ 12/08/97 5,000 6.375
12/11/97 5,000 6.25
12/05/97 4,000 6.8125
12/05/97 2,000 6.875
12/04/97 2,000 7
12/04/97 2,000 7.0625
12/03/97 2,000 7.1875
12/02/97 3,900 7.5
12/02/97 5,000 7.5625
12/01/97 1,100 7.5
12/24/97 200 5.5
Dr. Antonio Moure........................................... 11/25/97 3,000 7.5
Charles T. McCord III....................................... 11/28/97 10,000 7.4375
12/02/97 9,100 7.5
12/08/97 10,000 6.5625
12/09/97 10,000 6.25
12/16/97 8,300 6.1875
12/17/97 1,700 6.1875
12/17/97 10,000 6.1875
12/18/98 10,000 6.125
12/19/98 5,000 5.875
12/22/98 10,000 5.1875
12/23/97 10,000 5.75
C. N. O'Sullivan............................................ 12/05/97 10,000 6.243
12/05/97 10,000 6.228
12/16/97 2,000 6.125
12/16/97 5,000 6
12/16/97 5,000 5.875
12/17/97 6,000 5.8125
O'Sullivan 1993 Children's Trust............................ 11/24/97 5,000 7.55
12/02/97 2,000 6.927
12/02/97 3,000 6.863
12/03/97 1,400 6.312
12/03/97 3,000 6.676
12/03/97 1,600 6.471
12/04/97 2,000 6.239
12/04/97 3,000 6.301
</TABLE>
II-1
<PAGE> 49
<TABLE>
<CAPTION>
TRANSACTION SHARES PRICE PER
IDENTITY OF PERSON DATES ACQUIRED SHARE
------------------ ----------- -------- ---------
<S> <C> <C> <C>
<-> 12/11/97 5,000 $6.363
12/16/97 3,000 6.176
Christopher P. Scully....................................... 11/24/97 5,000 7.5
12/02/97 5,000 6.93
12/05/97 20,000 6.243
12/09/97 2,200 6.25
12/10/97 10,000 6.315
12/16/97 10,000 5.875
12/17/97 10,000 5.93
12/18/97 7,800 5.75
Scott W. Smith Funding, L.L.C. ............................. 1/07/98 500 6.0625
1/08/98 200 6.125
1/09/98 1,000 6.125
1/09/98 2,300 6.0625
1/09/98 3,000 6.125
1/12/98 1,000 6.125
1/12/98 700 6.0625
John V. Whiting............................................. 12/05/97 3,000 6.228
12/10/97 10,000 6.375
12/16/97 4,000 5.75
12/19/97 40 5.5625
12/19/97 700 5.625
12/19/97 1,000 5.5625
</TABLE>
(2) On January 13, 1998, the Knapp's Children's Trust, a Texas trust, Chris
Knapp, trustee, sold 1,100 Units to Smith Funding at price of $7.20 per Unit,
pursuant to a private transaction. The Knapp's Children's Trust is an associate
of A. John Knapp, Jr., who is the controlling shareholder and President of
Andover, an Acquiror.
(3) On January 15, 1998, the Alfred J. Knapp, Jr. Trust, a Texas trust,
David H. Knapp, trustee, sold 1,000 Units to Andover at a price of $7.20 per
Unit, pursuant to a private transaction. The Alfred J. Knapp, Jr. Trust is an
associate of A. John Knapp, Jr., who is the controlling shareholder and
President of Andover, an Acquiror.
(4) On January 14, 1998, Dr. Antonio Moure sold 9,000 Units to Smith
Funding at a price of $7.20 per Unit, pursuant to a private transaction. Dr.
Moure is an associate (father-in-law) of A. John Knapp, Jr., who is the
controlling shareholder and President of Andover, an Acquiror.
(5) On January 13, 1998, A. John Knapp, Jr. sold 24,500 Units to Smith
Funding at a price of $7.20 per Unit, pursuant to a private transaction. A. John
Knapp, Jr. is the controlling shareholder and President of Andover, an Acquiror.
(6) On January 13, 1998, C. N. O'Sullivan sold 38,000 Units to O'Sullivan
Oil at a price of $7.13 per Unit, pursuant to a private transaction. C. N.
O'Sullivan is the sole shareholder, officer and director of O'Sullivan Oil,
which is one of the Acquirors.
(7) On January 13, 1998, the O'Sullivan 1993 Children's Trust, a Texas
trust, C. N. O'Sullivan, trustee, sold 62,000 Units to O'Sullivan Oil at a price
of $7.13 per Unit, pursuant to a private transaction. The O'Sullivan 1993
Children's Trust is an associate of C. N. O'Sullivan, who is the sole
shareholder, officer and director of O'Sullivan Oil, which is one of the
Acquirors.
II-2
<PAGE> 50
(8) On January 15, 1998, in connection with the capitalization of the
Purchaser, each of the following entities transferred the number of Units listed
below to the Purchaser in return for units of interest in the Purchaser,
pursuant to a private transaction:
<TABLE>
<CAPTION>
ENTITY UNITS TRANSFERRED TO THE PURCHASER
------ ----------------------------------
<S> <C>
Andover................................... 34,300
Charles T. McCord III..................... 124,100
O'Sullivan Oil............................ 100,000
Christopher P. Scully..................... 100,000
Smith Funding............................. 42,200
John V. Whiting........................... 21,740
</TABLE>
II-3
<PAGE> 51
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal, certificates for Units and any other required documents should
be sent or delivered by each Unit holder or his broker, dealer, commercial bank,
trust company or other nominee to the Depositary at one of the addresses set
forth below:
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Hand Delivery
or Overnight: Facsimile Transmission: By Mail:
Tender & Exchange (212) 815-6213 Tender & Exchange
Department (For Eligible Institutions Department
101 Barclay Street Only) P.O. Box 11248
Receive and Delivery Window Church Street Station
New York, New York 10286 Confirm by Telephone: New York, New York
(800) 507-9357 10286-1248
</TABLE>
Any questions or requests for assistance or additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and locations listed below. You may also contact your broker,
dealer, commercial bank, trust company or nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
MORROW & CO., INC.
909 Third Avenue, 20th Floor
New York, New York 10022
(212) 754-8000
Toll Free (800) 566-9061
Banks and Brokerage Firms please call:
(800) 662-5200
The Dealer Manager for the Offer is:
JEFFERIES & COMPANY, INC.
909 Fannin Street
Suite 3100
Houston, Texas 77002
(713) 658-1100
Toll Free (800) 533-0072
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER UNITS OF BENEFICIAL INTEREST
OF
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 20, 1998,
AS AMENDED FROM TIME TO TIME
BY
SAN JUAN PARTNERS, L.L.C.
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
FEBRUARY 17, 1998, UNLESS EXTENDED
(AS EXTENDED, THE "EXPIRATION DATE")
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Hand Delivery
or Overnight: Facsimile Transmission: By Mail:
Tender & Exchange (212) 815-6213 Tender & Exchange
Department (For Eligible Institutions Only) Department
101 Barclay Street P.O. Box 11248
Receive and Delivery Window Confirm by Telephone: Church Street Station
New York, New York 10286 New York, New York
(800) 507-9357 10286-1248
</TABLE>
---------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTION VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE
APPROPRIATE SPACE PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 INCLUDED
HEREIN.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of Units (as
defined below) either if (1) certificates evidencing Units are to be forwarded
herewith or (2) unless an Agent's Message (as defined in the Offer to Purchase
(as defined below)) is utilized, delivery of Units is to be made by book-entry
transfer to the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "THE
TENDER OFFER -- 2. Procedures for Tendering Units" of the Offer to Purchase.
Unit holders whose certificates are not immediately available, or who are unable
to deliver the Units and all other documents required hereby to the Depositary
on or prior to the Expiration Date or who cannot comply with the book-entry
transfer procedures on a timely basis, may nevertheless tender their Units
pursuant to the guaranteed delivery procedures set forth in "THE TENDER
OFFER -- 2. Procedures for Tendering Units" of the Offer to Purchase. See
Instruction 2.
<PAGE> 2
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF UNITS TENDERED
- ----------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON UNITS TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
UNITS REPRESENTED NUMBER
CERTIFICATE BY OF UNITS
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Total Units
- ----------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by Unit holders tendering by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Units described above are being tendered. See Instruction
4.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
Units tendered hereby. The certificates and number of Units that the undersigned
wishes to tender should be indicated in the appropriate boxes.
<TABLE>
<S> <C>
[ ] CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE DEPOSITARY'S ACCOUNT THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
------------------------------------------------------------
Account Number:
------------------------------------------------------------
Transaction Code Number:
------------------------------------------------------------
[ ] CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Transaction Code Number:
------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
------------------------------------------------------------
Name of Institution that Guaranteed Delivery:
------------------------------------------------------------
If Delivered by book-entry transfer, complete the following:
Name of Tendering Institution:
------------------------------------------------------------
Account Number:
------------------------------------------------------------
Transaction Code Number:
------------------------------------------------------------
</TABLE>
2
<PAGE> 3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to San Juan Partners, L.L.C., a Texas
limited liability company (the "Purchaser"), the above-described Units of
Beneficial Interest (the "Units") of Burlington Resources Coal Seam Gas Royalty
Trust, a Delaware business trust (the "Trust"), pursuant to the Purchaser's
offer to purchase 5,446,860 Units at a price of $8.25 per unit, net to the
seller in cash, without interest thereon (the "Purchase Price"), upon the terms
and subject to the conditions set forth in the Purchaser's Offer to Purchase
dated January 20, 1998, as amended from time to time (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and this Letter of Transmittal (which,
together with any amendments or supplements to such documents, constitute the
"Offer").
Subject to, and effective upon, the acceptance for payment of, and
payment for, the Units tendered herewith in accordance with 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), the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Purchaser all right, title and interest in and to all the Units that are being
tendered hereby (and any and all other Units, other securities, rights or
distributions issued or issuable in respect to such Units on or after the date
of the Offer to Purchase, other than regular cash distributions declared by the
Trust having a record date prior to the date of transfer to the Purchaser or its
nominees or assignees on the Trust's transfer records of the Units tendered
herewith as provided in the Offer to Purchase (such Units or other securities,
rights or distributions other than such regular cash distributions being
referred to herein as "Distributions")) and irrevocably constitutes and appoints
the Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Units (and any Distributions), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to: (a) deliver certificates for such Units (and any
Distributions) or transfer ownership of such Units (and any Distributions) on
the account books maintained by the Book-Entry Transfer Facility together, in
either such case, with all accompanying evidences of transfer and authenticity,
to, or upon the order of, the Purchaser, (b) present such Units (and any
Distributions) for transfer on the Trust transfer records and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such Units
(and any Distributions), all in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints C. N. O'Sullivan and Scott
W. Smith, and each of them, and any other designees of the Purchaser, the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to exercise all voting and other rights of the undersigned,
including the execution of any written consent, in such manner as each such
attorney-in-fact and proxy or his substitute shall, in his sole discretion, deem
proper with respect to all of the Units tendered hereby (and any Distributions)
which have been accepted for payment by the Purchaser prior to the time of any
vote or other action at any meeting of Unit holders of the Trust. This power of
attorney and proxy are irrevocable, and are granted in consideration of, and are
effective upon, the acceptance for payment of such Units in accordance with the
terms of the Offer. Such acceptance for payment shall, without further action,
revoke all prior powers of attorney and proxies appointed by the undersigned at
any time with respect to such Units (and any Distributions) and no subsequent
powers of attorney or proxies will be appointed by the undersigned (and if given
or executed, will not be deemed effective). The Purchaser expressly reserves the
right to require that, in order for Units (and any Distributions) to be validly
tendered, immediately upon the acceptance for payment of such Units (and any
Distributions), the Purchaser must be able to exercise full voting rights with
respect to such Units (and any Distributions).
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Units
tendered hereby (and any Distributions), the tender of the tendered Units
complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended,
and, when the same are accepted for payment by the Purchaser, the Purchaser will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances, and the same will not be subject
to any adverse claim. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete or confirm the sale, assignment and transfer
of the Units tendered hereby (and any Distributions).
3
<PAGE> 4
All authority conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall be binding upon the personal representatives,
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Units pursuant to any one
of the procedures described in "THE TENDER OFFER -- 2. Procedures for Tendering
Units" of the Offer to Purchase and in the instructions hereto will constitute
an agreement between the undersigned and the Purchaser upon the terms and
subject to the conditions of the Offer. Without limiting the foregoing, if the
Offer Price is amended in accordance with the Offer, the price to be paid to the
undersigned will be the amended price notwithstanding the fact that a different
price is stated in this Letter of Transmittal. The undersigned recognizes that,
under certain circumstances set forth in the Offer to Purchase, the Purchaser
may not be required to accept for payment any of the Units tendered hereby.
The undersigned acknowledges that, subject to the applicable rules of
the Securities and Exchange Commission (the "Commission"), the Purchaser
expressly reserves the right, in its sole discretion, at any time or from time
to time and regardless of whether or not any of the events set forth in "THE
TENDER OFFER -- 14. Certain Conditions of the Offer" of the Offer to Purchase
shall have occurred or shall have been determined by the Purchaser to have
occurred, (i) to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and the payment for, all Units validly
tendered by giving oral or written notice of such extension to the Depositary
and (ii) to amend the Offer in any respect, by giving oral or written notice of
such extension or amendment to the Depositary. The undersigned acknowledges that
these rights reserved by the Purchaser are in addition to the Purchaser's rights
to terminate the Offer pursuant to "THE TENDER OFFER -- 14. Certain Conditions
of the Offer" of the Offer to Purchase. UNDER NO CIRCUMSTANCES WILL INTEREST BE
PAID ON THE PURCHASE PRICE FOR TENDERED UNITS, WHETHER OR NOT THE PURCHASER
EXERCISES ITS RIGHTS TO EXTEND THE OFFER.
The undersigned also acknowledges that, subject to the applicable
rules of the Commission, if the Minimum Condition (as defined in the Offer to
Purchase) is not satisfied, or if any or all of the other events set forth in
"THE TENDER OFFER -- 14. Certain Conditions of the Offer" of the Offer to
Purchase shall have occurred prior to the Expiration Date, the Purchaser
reserves the right (but shall not be obligated) in its sole discretion to (i)
decline to purchase any of the Units tendered in the Offer, terminate the Offer
and return all tendered Units to the tendering Unit holders, (ii) waive or
reduce the Minimum Condition, or waive or amend any or all other conditions to
the Offer to the extent permitted by applicable law and, subject to complying
with applicable rules and regulations of the Commission, purchase all Units
validly tendered, (iii) extend the Offer and, subject to the right of the Unit
holders to withdraw Units until the Expiration Date, retain the Units that have
been tendered during the period or periods for which the Offer is extended or
(iv) amend the Offer.
Unless otherwise indicated herein under "Special Payment
Instructions," please issue the check for the Purchase Price of any Units
purchased, and return any certificates for Units not tendered or not purchased,
in the name(s) of the undersigned (and, in the case of Units tendered by
book-entry transfer, by credit to the account at the Book-Entry Transfer
Facility). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the Purchase Price for any Units
purchased, and return any certificates for Units not tendered or not purchased
(and accompanying documents, as appropriate), to the undersigned at the address
shown below the undersigned's signature(s). In the event that both the Special
Delivery Instructions and the Special Payment Instructions are completed, please
issue the check for the Purchase Price of any Units purchased, and return any
certificates for Units not tendered or not purchased, in the name(s) of, and
mail said check and any certificates to, the person(s) so indicated. Unless
otherwise indicated under "Special Payment Instructions," please credit any
Units tendered herewith by book-entry transfer that are not accepted for payment
by crediting the account at the Book-Entry Transfer Facility. The undersigned
recognizes that the Purchaser has no obligation, pursuant to the Special Payment
Instructions, to transfer any Units from the name of the registered holder(s)
thereof if the Purchaser does not accept for payment any of the Units so
tendered.
4
<PAGE> 5
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Purchase Price of Units purchased
and/or certificates for Units not tendered or not purchased are to be issued in
the name of someone other than the undersigned, or if Units tendered by
book-entry transfer that are not purchased are to be returned by credit to an
account at the Book-Entry Transfer Facility other than the account designated
above.
Issue check and/or certificate(s) to:
Name:
- --------------------------------------------------------------------------------
(Please Print)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
(See Substitute Form W-9)
[ ] Credit unpurchased Units tendered by book-entry transfer to the account set
forth below:
Name of Account Party:
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Units purchased
and/or certificates for Units not tendered or not purchased are to be mailed to
someone other than the undersigned or to the undersigned at an address other
than that shown below the undersigned's signature.
Issue check and/or certificate(s) to:
Name:
- --------------------------------------------------------------------------------
(Please Print)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
(See Substitute Form W-9)
5
<PAGE> 6
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9) BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Signature(s) of Unit holder(s)*)
Dated:
- --------------------------------------------------------------------------------
* Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Units or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Name of Firm (if applicable):
- --------------------------------------------------------------------------------
Capacity (Full Title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone Number:
- ----------------------------------------------------------------------------
Taxpayer Identification or Social Security No.:
- ---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(If Required -- See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
(Please Print)
Name of Firm:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------------------------------------------
6
<PAGE> 7
PAYER'S NAME: THE BANK OF NEW YORK
<TABLE>
<S> <S> <C>
- -----------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN Social Security Number or
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY BY Employer Identification Number
INTERNAL REVENUE SERVICE SIGNING AND DATING BELOW.
----------------------------------
(If awaiting TIN, write "Applied
For")
PART II -- Certifications: 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 backup withholding either because (a) I am
exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Payer's Request for Taxpayer Certification Instructions -- You must cross out
Identification Number ("TIN") item (2) above if you have been notified by the IRS PART 3 --
that you are currently subject to backup withholding
because of under-reporting interest or dividends on Awaiting TIN [ ]
your tax return. However, if after being notified by
the IRS that you were subject to backup withholding,
you received another notification from the IRS that
you are no longer subject to backup withholding, do
not cross out such Item (2). (Also see instructions
in the enclosed Guidelines.)
Signature
---------------------------------------------------
Date
---------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 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 AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate IRS Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by
the time of payment, 31% of all payments pursuant to the Offer made to me
thereafter will be withheld until I provide a number.
--------------------------------------------------------------------------
------------------------------------
Signature Date
- --------------------------------------------------------------------------------
7
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, signatures
on all Letters of Transmittal must be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity that is a
member in good standing of the Securities Transfer Agent's Medallion Program
("STAMP"), the Stock Exchange Medallion Program ("SEMP") or the New York Stock
Exchange, Inc. Medallion Signature Program ("MSP") (each of the foregoing
constituting an "Eligible Institution") unless the Units are tendered (i) by a
registered holder of the Units who has not completed either the box labeled
"Special Payment Instructions" or the box labeled "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. See Instruction 5. If the certificates are registered in
the name of a person or persons other than the signer of this Letter of
Transmittal, or if payment is to be made or delivered to, or certificates
evidencing unpurchased Units are to be issued or returned to, a person other
than the registered owner or owners, then the tendered certificates must be
endorsed or accompanied by duly executed stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates or stock powers, with the signatures on the certificate or stock
powers guaranteed by an Eligible Institution as provided herein. See Instruction
5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by Unit holders either
if certificates are to be forwarded herewith or, unless an Agent's Message is
utilized, if delivery of Units is to be made by book-entry pursuant to the
procedures set forth in "THE TENDER OFFER -- 2. Procedures for Tendering Units"
of the Offer to Purchase. Certificates for all physically delivered Units, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Units delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by this Letter of Transmittal, or the
Agent's Message in the case of a book-entry transfer, must be received by the
Depositary at its address set forth on the front page of this Letter of
Transmittal on or prior to the Expiration Date.
Unit holders whose certificates for Units are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary or complete the procedures for book-entry transfer prior to the
Expiration Date must tender their Units pursuant to the guaranteed delivery
procedures set forth in "THE TENDER OFFER -- 2. Procedures for Tendering Units"
of the Offer to Purchase. Pursuant to such procedures: (a) such tender must be
made by or through an Eligible Institution; (b) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
the Purchaser, must be received by the Depositary on or prior to the Expiration
Date; and (c) the certificates for all tendered Units, in proper form for
tender, or Book-Entry Confirmation of a transfer into the Depositary's account
at the Book-Entry Transfer Facility of all Units delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), and any other documents required by this Letter of
Transmittal, or an Agent's Message in the case of a book-entry transfer, must be
received by the Depositary within three New York Stock Exchange ("NYSE") trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
provided in "THE TENDER OFFER -- 2. Procedures for Tendering Units" of the Offer
to Purchase.
THE METHOD OF DELIVERY OF UNITS, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE OPTION AND RISK OF THE TENDERING UNIT HOLDER. UNITS WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, AMPLE TIME SHOULD BE ALLOWED FOR SUCH DOCUMENTS TO REACH THE
DEPOSITARY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Units will be purchased. All tendering Unit holders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Units for payment.
8
<PAGE> 9
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Units should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO UNIT HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Units evidenced by any certificate submitted
are to be tendered, fill in the number of Units that are to be tendered in the
box entitled "Number of Units Tendered." In such a case, new certificate(s) for
the remainder of the Units that were evidenced by the old certificate(s) will be
sent to the person(s) signing this Letter of Transmittal, unless otherwise
provided in the appropriate box on this Letter of Transmittal, as soon as
practicable after the expiration of the Offer. All Units represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. SIGNATURES ON LETTERS OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Units
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 any of the Units tendered hereby are owned of record by two or more
persons, all such owners must sign this Letter of Transmittal.
If any tendered Units are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Purchaser of such authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
Units listed and transmitted hereby, no endorsements of certificates or separate
stock powers are required unless payment is to be made to, or certificates for
Units not tendered or accepted for payment are to be issued to, a person other
than the registered holder(s). Signatures on such certificates or stock powers
must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of certificates listed, the certificates must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered owner or owners appear on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Purchaser will pay any stock transfer taxes with respect to the transfer and
sale of Units to it, or to its order, pursuant to the Offer. If, however,
payment of the Purchase Price is to be made to, or if certificates for Units not
tendered or accepted for payment are to be registered in the name of, any person
other than the registered holder(s), or if tendered certificates are registered
in the name of any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered holder(s) or such other person or otherwise) 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 TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTION. If a check for the Purchase
Price of any Units purchased is to be issued, or any Units not tendered or not
purchased are to be returned, in the name of a person other than the person(s)
signing this Letter of Transmittal, or if the check or any certificates for
Units not tendered or not purchased are to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Unit holders tendering
Units by book-entry transfer may request that Units not purchased be credited to
such account at the Book-Entry Transfer Facility as such
9
<PAGE> 10
Unit holder may designate under "Special Payment Instructions." If no such
instructions are given, any such Units not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.
8. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may
be directed to the Information Agent or the Dealer Manager at their respective
addresses set forth below. Additional copies of the Offer to Purchase, this
Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from
the Information Agent or the Dealer Manager at their respective addresses set
forth below or from your broker, dealer, commercial bank, trust company or other
nominee.
9. WAIVER OF CONDITIONS. Subject to the applicable rules and regulations of
the Commission, the conditions of the Offer may be waived by the Purchaser, in
whole or in part, at any time and from time to time in the Purchaser's sole
discretion, in the case of any Units tendered.
10. SUBSTITUTE FORM W-9. Under U.S. federal income tax law, a Unit holder
whose tendered Units are accepted for payment is required to provide the
Depositary with such Unit holder's correct taxpayer identification number
("TIN") on Substitute Form W-9 above. If such Unit holder is an individual, the
TIN is such Unit holder's social security number. If the Depositary is not
provided with the correct TIN, the Internal Revenue Service may subject the Unit
holder or other payee to a $50 penalty. In addition, payments that are made to
such Unit holder or other payee with respect to Units purchased pursuant to the
Offer may be subject to 31% backup withholding.
Certain Unit holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Unit holder must submit a statement, signed under penalty of
perjury, attesting to that individual's exempt status. Such statements may be
obtained from the Depositary. All exempt recipients (including foreign persons
wishing to qualify as exempt recipients) should 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 such payments made to the Unit holder or other payee. Backup withholding
is not an additional tax. Rather, the 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.
The box in Part III of the Substitute Form W-9 may be checked if the
tendering Unit holder or other payee 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
III is checked, the Unit holder or other payee must also complete the
Certificate of Awaiting Taxpayer Identification Number below in order to avoid
backup withholding. Notwithstanding that the box in Part III is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold 31% on all payments made prior to the time a properly
certified TIN is provided to the Depositary. However, such amounts will be
refunded to such Unit holder if a TIN is provided to the Depositary within 60
days.
The Unit holder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of the
Units or of the last transferee appearing on the transfers attached to, or
endorsed on, the Units. If the Units are in more than one name or are not in the
name of the actual holder, consult the enclosed "Guidelines for certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY THEREOF (TOGETHER
WITH CERTIFICATES FOR, OR A BOOK-ENTRY CONFIRMATION WITH RESPECT TO, TENDERED
UNITS WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS)
MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE.
10
<PAGE> 11
Questions and request for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Manager as set forth below.
The Information Agent for the Offer is:
MORROW & CO., INC.
909 Third Avenue, 20th Floor
New York, New York 10022
(212) 754-8000
Toll Free (800) 566-9061
Banks and Brokerage Firms please call:
(800) 662-5200
The Dealer Manager for the Offer is:
JEFFERIES & COMPANY, INC.
909 Fannin Street
Suite 3100
Houston, Texas 77002
(713) 658-1100
Toll Free (800)533-0072
11
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF UNITS OF BENEFICIAL INTEREST
OF
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
As set forth in the "THE TENDER OFFER -- 2. Procedures for Tendering Units"
of the Offer to Purchase (as defined below), this Notice of Guaranteed Delivery,
or one substantially equivalent hereto, must be used to accept the Offer (as
defined below) if certificates representing Units of Beneficial Interest (the
"Units") of Burlington Resources Coal Seam Gas Royalty Trust, a Delaware
business trust (the "Trust"), are not immediately available or if the procedures
for book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Depositary prior to the Expiration
Date (as defined in "THE TENDER OFFER -- 1. Terms of the Offer" of the Offer to
Purchase). This Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram or facsimile transmission or mailed to the Depositary
and must include a guarantee by an Eligible Institution (as defined in "THE
TENDER OFFER -- 2. Procedures for Tendering Units" of the Offer to Purchase).
See "THE TENDER OFFER -- 2. Procedures for Tendering Units" of the Offer to
Purchase.
The Depositary for the Offer is
THE BANK OF NEW YORK
<TABLE>
<C> <C> <C>
By Hand Delivery By Mail:
or Overnight: Facsimile Transmission: Tender & Exchange
Tender & Exchange (212) 815-6213 Department
Department (For Eligible Institutions P.O. Box 11248
101 Barclay Street Only) Church Street Station
Receive and Delivery Window Confirm by Telephone: New York, New York
New York, New York 10286 (800) 507-9357 10286-11248
</TABLE>
---------------------
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE NUMBER, OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for the Units to the Depositary within the time period shown
herein. Failure to do so could result in a financial loss to such Eligible
Institution.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to San Juan Partners, L.L.C., a Texas
limited liability company (the "Purchaser"), upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated January 20,
1998, as amended from time to time (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Units shown below pursuant to the guaranteed
delivery procedures set forth in "THE TENDER OFFER -- 2. Procedures for
Tendering Units" of the Offer to Purchase.
<TABLE>
<S> <C>
Number of Units Name(s) of Record Holder(s)
- ----------------------------------------------------- -----------------------------------------------------
-----------------------------------------------------
(Please Type or Print)
Certificate Nos. For Units (if available) Address(es) ----------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
(Including Zip Code)
- ----------------------------------------------------- -----------------------------------------------------
Area Code and Telephone Number(s)
Complete if Units will be tendered by book-entry Sign Here
transfer:
-----------------------------------------------------
-----------------------------------------------------
Account Number ---------------------------------- Signature(s)
Dated ----------------------------------------, 1998
</TABLE>
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
3
<PAGE> 3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agent's Medallion Program, hereby (a) represents that the tender of Units
effected hereby complies with Rule 14e-4 under the Securities Exchange Act of
1934, as amended, and (b) guarantees to deliver to the Depositary either the
certificates representing the Units tendered hereby, in proper form for
transfer, or a Book-Entry Confirmation (as defined in "THE TENDER OFFER -- 2.
Procedures for Tendering Units" of the Offer to Purchase) of a transfer of such
Units, in any such case together with a properly competed and duly executed
Letter of Transmittal, or a manually signed facsimile thereof, with any required
signature guarantees, and any other documents required by the Letter of
Transmittal within three New York Stock Exchange, Inc. trading days after the
date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Units to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
<TABLE>
<CAPTION>
<C> <C>
- ----------------------------------------------------- -----------------------------------------------------
(Name of Firm) (Address)
- ----------------------------------------------------- -----------------------------------------------------
(Area Code and Telephone Number) (Authorized Signature)
-----------------------------------------------------
(Name)
Dated: ---------------------------------------, 1998 -----------------------------------------------------
(Title)
</TABLE>
NOTE: DO NOT SEND CERTIFICATES FOR UNITS WITH THIS NOTICE. UNIT
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
4
<PAGE> 1
OFFER TO PURCHASE FOR CASH
5,446,860 UNITS OF BENEFICIAL INTEREST
OF
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
AT
$8.25 NET PER UNIT
BY
SAN JUAN PARTNERS, L.L.C.
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
FEBRUARY 17, 1998, UNLESS EXTENDED
(AS EXTENDED, THE "EXPIRATION DATE").
January 20, 1998
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by San Juan Partners, L.L.C., a Texas limited
liability company (the "Purchaser"), to act as Dealer Manager in connection with
the Purchaser's offer to purchase 5,446,860 Units of Beneficial Interest (the
"Units") of Burlington Resources Coal Seam Gas Royalty Trust, a Delaware
Business Trust (the "Trust"), at $8.25 per Unit, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated January 20, 1998, as amended from time to time (the "Offer to
Purchase"), and the related Letter of Transmittal (which, together with any
supplements or amendments thereto, collectively constitute the "Offer").
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED, AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION DATE 5,446,860
UNITS, OR SUCH GREATER OR LESSER NUMBER OF UNITS THAT, TOGETHER WITH THE UNITS
OWNED BY THE PURCHASER, WOULD CONSTITUTE 67% OF THE OUTSTANDING UNITS AS OF THE
DATE THE UNITS ARE ACCEPTED FOR PAYMENT BY THE PURCHASER. SEE "INTRODUCTION,"
"THE TENDER OFFER -- 1. TERMS OF OFFER" AND "THE TENDER OFFER -- 14. CERTAIN
CONDITIONS OF THE OFFER" OF THE OFFER TO PURCHASE. THE OFFER IS ALSO SUBJECT TO
THE OTHER TERMS AND CONDITIONS THAT ARE CONTAINED IN "THE TENDER OFFER -- 14.
CERTAIN CONDITIONS OF THE OFFER" OF THE OFFER TO PURCHASE.
Please furnish copies of the enclosed materials to those of your clients
for whom you hold Units registered in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are copies
of the following documents:
1. Offer to Purchase, dated January 20, 1998, as amended;
2. Letter of Transmittal to tender Units for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to tender Units;
3. A printed form of letter that may be sent to your clients for whose
account you hold Units in your name or in the name of a nominee, including
an instruction form for obtaining such client's instructions with regard to
the Offer;
4. Notice of Guaranteed Delivery for Units to be used to accept the
Offer if certificates for Units are not immediately available or if such
certificates and all other required documents cannot be delivered to the
Depositary on or prior to the Expiration Date or if the procedure for
book-entry transfer cannot be completed on a timely basis on or prior to
the Expiration Date;
<PAGE> 2
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 17, 1998,
UNLESS EXTENDED.
Subject to the applicable rules of the Securities and Exchange Commission
(the "Commission"), the Purchaser expressly reserves the right, in its sole
discretion, at any time or from time to time and regardless of whether or not
any of the events set forth in "THE TENDER OFFER -- 14. Certain Conditions of
the Offer" of the Offer to Purchase shall have occurred or shall have been
determined by the Purchaser to have occurred, (i) to extend the period of time
during which the Offer is open and thereby delay acceptance for payment of, and
the payment for, all Units validly tendered by giving oral or written notice of
such extension to the Depositary and (ii) to amend the Offer in any respect, by
giving oral or written notice of such extension or amendment to the Depositary.
These rights reserved by the Purchaser are in addition to the Purchaser's rights
to terminate the Offer pursuant to "THE TENDER OFFER -- 14. Certain Conditions
of the Offer" of the Offer to Purchase. UNDER NO CIRCUMSTANCES WILL INTEREST BE
PAID ON THE PURCHASE PRICE FOR TENDERED UNITS, WHETHER OR NOT THE PURCHASER
EXERCISES ITS RIGHTS TO EXTEND THE OFFER.
Subject to the applicable rules of the Commission, if the Minimum Condition
(as defined in the Offer to Purchase) is not satisfied, or if any or all of the
other events set forth in "THE TENDER OFFER -- 14. Certain Conditions of the
Offer" of the Offer to Purchase shall have occurred prior to the Expiration
Date, the Purchaser reserves the right (but shall not be obligated) in its sole
discretion to (i) decline to purchase any of the Units tendered in the Offer,
terminate the Offer and return all tendered Units to the tendering Unit holders,
(ii) waive or reduce the Minimum Condition, or waive or amend any or all other
conditions to the Offer to the extent permitted by applicable law and, subject
to complying with applicable rules and regulations of the Commission, purchase
all Units validly tendered, (iii) extend the Offer and, subject to the right of
the Unit holders to withdraw Units until the Expiration Date, retain the Units
that have been tendered during the period or periods for which the Offer is
extended or (iv) amend the Offer.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or facsimile thereof) and any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry delivery of Units, and any other
required documents should be sent to the Depositary, and (ii) either
certificates for Units should be delivered to the Depositary, or such Units
should be tendered by book-entry transfer into the Depositary's account
maintained at the Book-Entry Transfer Facility (as described in the Offer to
Purchase), all in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
If holders of Units wish to tender, but it is impracticable for them to
forward their certificates for Units or other required documents on or prior to
the Expiration Date or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in "THE TENDER OFFER -- 2. Procedures for Tendering Units"
of the Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker, dealer or
any other person for soliciting tenders of Units pursuant to the Offer (other
than to the Dealer Manager and to the Information Agent). The Purchaser will,
however, upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to your customers.
The Purchaser will pay or cause to be paid any stock transfer taxes payable on
the transfer of Units to it, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
Each Unit holder should make his own determination as to whether to tender
Units pursuant to the Offer. Holders of Units should read the Offer to Purchase
carefully before making any decision with regard to the Offer.
2
<PAGE> 3
Questions and requests for additional copies of the enclosed material may
be directed to the Information Agent or to the Dealer Manager at their
respective addresses and telephone numbers set forth on the back cover of the
enclosed Offer to Purchase.
Very truly yours,
JEFFERIES & COMPANY, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE DEPOSITARY, THE INFORMATION
AGENT, THE DEALER MANAGER OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO GIVE ANY INFORMATION OR USE ANY DOCUMENT OR MAKE ANY
STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
3
<PAGE> 1
OFFER TO PURCHASE FOR CASH
5,446,860 UNITS OF BENEFICIAL INTEREST
OF
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
AT
$8.25 NET PER UNIT
BY
SAN JUAN PARTNERS, L.L.C.
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
FEBRUARY 17, 1998, UNLESS EXTENDED
(AS EXTENDED, THE "EXPIRATION DATE").
January 20, 1998
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated January 20,
1998, as amended from time to time (the "Offer to Purchase") and a related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer") relating to the offer by San Juan
Partners, L.L.C., a Texas limited liability company (the "Purchaser"), to
purchase 5,446,860 Units of Beneficial Interest (the "Units") of Burlington
Resources Coal Seam Gas Royalty Trust, a Delaware business trust (the "Trust"),
at $8.25 per Unit, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer. This material is being
forwarded to you as the beneficial owner of Units carried by us in your account
but not registered in your name.
WE ARE THE HOLDER OF RECORD OF UNITS HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH UNITS CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED TO TENDER UNITS HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to tender any
or all of the Units held by us for your account, pursuant to the terms and
conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $8.25 per Unit, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
the Offer.
2. The Offer is being made for 5,446,860 Units.
3. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING
VALIDLY TENDERED, AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION DATE
5,446,860 UNITS, OR SUCH GREATER OR LESSER NUMBER OF UNITS THAT, TOGETHER
WITH THE UNITS OWNED BY THE PURCHASER, WOULD CONSTITUTE 67% OF THE
OUTSTANDING UNITS AS OF THE DATE THE UNITS ARE ACCEPTED FOR PAYMENT BY THE
PURCHASER. SEE "INTRODUCTION," "THE TENDER OFFER -- 1. TERMS OF OFFER" AND
"THE TENDER OFFER -- 14. CERTAIN CONDITIONS OF THE OFFER" OF THE OFFER TO
PURCHASE. THE OFFER IS ALSO SUBJECT TO THE OTHER TERMS AND CONDITIONS THAT
ARE CONTAINED IN "THE TENDER OFFER -- 14. CERTAIN CONDITIONS OF THE OFFER"
OF THE OFFER TO PURCHASE.
<PAGE> 2
4. Each Unit holder should make his or her own determination as to
whether to tender Units pursuant to the Offer. Holders of Units should read
the Offer to Purchase carefully before making any decision with regard to
the Offer.
5. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 17, 1998, UNLESS
EXTENDED.
6. Tendering Unit holders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer of Units pursuant to the
Offer.
Subject to the applicable rules of the Securities and Exchange Commission
(the "Commission"), the Purchaser expressly reserves the right, in its sole
discretion, at any time or from time to time and regardless of whether or not
any of the events set forth in "THE TENDER OFFER -- 14. Certain Conditions of
the Offer" of the Offer to Purchase shall have occurred or shall have been
determined by the Purchaser to have occurred, (i) to extend the period of time
during which the Offer is open and thereby delay acceptance for payment of, and
the payment for, all Units validly tendered by giving oral or written notice of
such extension to the Depositary and (ii) to amend the Offer in any respect, by
giving oral or written notice of such extension or amendment to the Depositary.
These rights reserved by the Purchaser are in addition to the Purchaser's rights
to terminate the Offer pursuant to "THE TENDER OFFER -- 14. Certain Conditions
of the Offer" of the Offer to Purchase. UNDER NO CIRCUMSTANCES WILL INTEREST BE
PAID ON THE PURCHASE PRICE FOR TENDERED UNITS, WHETHER OR NOT THE PURCHASER
EXERCISES ITS RIGHTS TO EXTEND THE OFFER.
Subject to the applicable rules of the Commission, if the Minimum Condition
(as defined in the Offer to Purchase) is not satisfied, or if any or all of the
other events set forth in "THE TENDER OFFER -- 14. Certain Conditions of the
Offer" of the Offer to Purchase shall have occurred prior to the Expiration
Date, the Purchaser reserves the right (but shall not be obligated) in its sole
discretion to (i) decline to purchase any of the Units tendered in the Offer,
terminate the Offer and return all tendered Units to the tendering Unit holders,
(ii) waive or reduce the Minimum Condition, or waive or amend any or all other
conditions to the Offer to the extent permitted by applicable law and, subject
to complying with applicable rules and regulations of the Commission, purchase
all Units validly tendered, (iii) extend the Offer and, subject to the right of
the Unit holders to withdraw Units until the Expiration Date, retain the Units
that have been tendered during the period or periods for which the Offer is
extended or (iv) amend the Offer.
If you wish to have us tender any of or all of your Units, please so
instruct us by completing, executing, detaching and returning to us the
instruction form set forth below. An envelope to return your instructions to us
is enclosed. If you authorize tender of your Units, all such Units will be
tendered unless otherwise specified below. PLEASE FORWARD YOUR INSTRUCTIONS TO
US AS SOON AS POSSIBLE TO ALLOW US AMPLE TIME TO TENDER YOUR UNITS ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is made solely pursuant to the Offer to Purchase and the related
Letter of Transmittal, and any supplements or amendments thereto. The Offer is
not being made to (nor will tenders be accepted from or on behalf of) holders of
Units residing in any jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer will be deemed to be made on behalf of the Purchaser by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment (and thereby purchased) Units validly tendered and not withdrawn as,
if and when the Purchaser gives oral or written notice to the Depositary of the
Purchaser's acceptance of such Units for payment pursuant to the Offer. Upon the
terms and subject to the conditions of the Offer, payment for Units purchased
pursuant to the Offer will be made by deposit of the Purchase Price therefor
with the Depositary, which will act as agent for tendering Unit holders for the
purpose of receiving payment from the Purchaser and transmitting payment to
tendering Unit holders. Under no circumstances will interest on the Purchase
Price be paid by the Purchaser by reason of any delay in making such payment. In
all cases, payment for Units purchased pursuant to the Offer will be made
2
<PAGE> 3
only after timely receipt by the Depositary of (i) certificates for such Units
or timely confirmation of a book-entry transfer of such Units into the
Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase) pursuant to the procedures set forth in "THE TENDER
OFFER -- 2. Procedures for Tendering Units" of the Offer to Purchase, (ii) the
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry transfer, and
(iii) any other documents required by the Letter of Transmittal.
Tear Here Tear Here
................................................................................
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH 5,446,860 UNITS OF
BENEFICIAL INTEREST OF BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST AT $8.25
NET PER UNIT
The undersigned acknowledges receipt of your letter enclosing the Offer to
Purchase dated January 20, 1998, as amended from time to time of San Juan
Partners, L.L.C., a Texas limited liability company, and the related Letter of
Transmittal, relating to Units of Beneficial Interest (the "Units") of
Burlington Resources Coal Seam Gas Royalty Trust, a Delaware business trust.
You are instructed to tender the number of Units indicated below (or, if no
number is indicated below, all Units) held by you for the account of the
undersigned, upon the terms and conditions set forth in such Offer to Purchase
and the related Letter of Transmittal.
<TABLE>
<S> <C>
Number of Units to be Tendered* Sign Here
- ----------------------------------------------- Units -----------------------------------------------------
-----------------------------------------------------
Signature(s)
Name(s) -------------------------------------------
-----------------------------------------------------
(Please print name(s)
Address(es) ----------------------------------------
-----------------------------------------------------
(Include Zip Code)
Dated: ---------------------------------------, 1998 Area Code and Telephone Number(s) ------------
Tax Identification or
Social Security Number(s) -----------------------
</TABLE>
* Unless otherwise indicated, it will be assumed that all your Units are to be
tendered.
3
