SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Callon Petroleum Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
13123X102
- --------------------------------------------------------------------------------
(CUSIP Number)
Barry I. Meade
NOCO Management, Ltd.
6814 Northampton Way
Houston, Texas 77055-7619
(713) 681-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 6, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 Pages
<PAGE>
CUSIP No. 13123X102
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NOCO Enterprises, L.P.
76-0369653
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power -0-
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0-
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power -0-
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- --------------------------------------------------------------------------------
(14) Type of Reporting Person PN
Page 2 of 11 Pages
<PAGE>
CUSIP No. 13123X102
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NOCO Properties, Inc.
76-0369651
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power -0-
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0-
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power -0-
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- --------------------------------------------------------------------------------
(14) Type of Reporting Person CO
Page 3 of 11 Pages
<PAGE>
CUSIP No. 13123X102
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NOCO Holdings, L.P.
51-0340938
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power -0-
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0-
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power -0-
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- --------------------------------------------------------------------------------
(14) Type of Reporting Person PN
Page 4 of 11 Pages
<PAGE>
CUSIP No. 13123X102
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NOCO Management, Ltd.
76-0369652
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Texas
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 1,984,758 Shares
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power 1,984,758 Shares
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power -0-
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,758 Shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
34.5%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person OO
Page 5 of 11 Pages
<PAGE>
INTRODUCTORY NOTE.
This Amendment No. 1 to Schedule 13D is being filed on behalf of
the NOCO Entities to update certain information set forth in the Schedule 13D of
Callon Petroleum Company filed on September 26, 1994 by the NOCO Entities.
Pursuant to Rule 13d-2(c) of the Securities Exchange Act of 1934, as amended,
the originally filed Schedule 13D has been restated in its entirety and is being
filed as Exhibit 99 to this Amendment No. 1.
The filing of this Amendment No. 1 to Schedule 13D should not be
construed as an admission that the NOCO Entities constitute a group or are the
beneficial owners of the shares of common stock, par value $.01 per share, of
Callon Petroleum Company to which this Amendment No. 1 to Schedule 13D relates.
Each signatory hereto acknowledges responsibility with respect to
the information provided as to such signatory but assumes no responsibility as
to information regarding any other signatory. The Schedule 13D, as amended,
includes certain information relating to the persons listed on Schedule I
hereto; however, the NOCO Entities assume no responsibility or obligation to
provide any information concerning any other person affiliated or associated
with such persons.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Schedule 13D filed on September 26, 1994 by the
NOCO Entities.
ITEM 2. IDENTITY AND BACKGROUND.
Schedule I to the original Schedule 13D, containing information
with respect to executive officers and directors of NOCO Properties and the
executive officers and members of NOCO Management, is hereby amended and
superseded in its entirety by Schedule I hereto. In addition, the partnership
agreement of NOCO Holdings filed as Exhibit B to the original Schedule 13D has
been amended and restated in its entirety and is hereby superseded in its
entirety by Exhibit 1 hereto which is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Paragraph 2 of Item 4 is hereby amended and superseded in its
entirety as follows:
The NOCO Entities and the persons on Schedule I will review on a
continuous basis their investment in the Company. Such persons may in the future
take such actions in respect of their investment in the Company as they deem
appropriate in light of the circumstances existing from time to time. These
actions include (i) continuing to hold the shares it now beneficially owns, (ii)
acquiring additional shares of Common Stock or other Company securities or (iii)
seeking to dispose of shares of Common Stock or other Company securities. Any
acquisition of shares of Common Stock or other Company securities could be
effected in the open market, in privately negotiated transactions, or otherwise,
and could be effected by persons affiliated with the NOCO Entities and the
persons listed on Schedule I. Any dispositions could be effected in private
transactions, through a public offering or, upon compliance with the rules under
the Securities Act, in the open market. Dispositions by the NOCO Entities and
certain of their transferees are restricted by the terms of the Stockholders'
Agreement. Shares may be transferred from time to time among the NOCO Entities
and the partners of NOCO Holdings. Any sales, purchases or transfers or other
Page 6 of 11 Pages
<PAGE>
actions described herein may be made at any time without further prior notice.
In reaching any conclusion as to the foregoing matters, NOCO Enterprises will
take into consideration various factors, such as the Company's business,
financial condition, operating results and prospects, other developments
concerning the Company, the obligations of and other business opportunities
available to NOCO Enterprises and the other NOCO Entities, the level of the NOCO
Entities' investment in the Company, developments with respect to the NOCO
Entities' businesses, general economic and industry conditions, the market price
for shares of Common Stock and securities market conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraph 1 of Item 5 is hereby amended and superseded in its
entirety as follows:
As of November 30, 1996, NOCO Enterprises beneficially owned an
aggregate of 1,984,758 shares of Common Stock (approximately 34.5% of the
5,754,863 shares of Common Stock outstanding as of November 30, 1996).
Paragraph 4 of Item 5 is hereby amended and superseded in its
entirety as follows:
John C. Wallace beneficially owns 15,000 shares of Common Stock
which consists of 15,000 shares issuable under stock options exercisable within
60 days. B.F. Weatherly beneficially owns 15,367 shares of Common Stock which
includes 15,000 shares issuable under stock options exercisable within 60 days.
Richard O. Wilson beneficially owns 17,273 shares of Common Stock which consists
of 15,000 shares issuable under stock options exercisable within 60 days and
2,273 shares of Common Stock issuable upon conversion of 1,000 shares of the
Company's Series A Preferred Stock. Subject to community property laws, where
applicable, Messrs. Wallace, Weatherly and Wilson each have the sole power to
vote and dispose of the respective shares of Common Stock owned and issuable of
exercise of stock options held by them. As a result of their positions with NOCO
Management, Messrs. Wallace, Weatherly, Wilson and Barry I. Meade may be deemed
to share the power to vote and dispose of and thereby to be the beneficial owner
of the 1,984,758 shares of Common Stock beneficially owned by NOCO Enterprises.
Page 7 of 11 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Document Description
- ------ --------------------
1 - First Amended and Restated Agreement of Limited
Partnership of NOCO Holdings, L.P. dated
September 17, 1994.
99 - Schedule 13D of the Company filed by the NOCO
Entities on September 26, 1994.
Page 8 of 11 Pages
<PAGE>
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Date: December 6, 1996.
NOCO ENTERPRISES, L.P., by
NOCO Properties, Inc., its general partner
By: /S/ BARRY I. MEADE
Name: Barry I. Meade
Title: Vice President
NOCO PROPERTIES, INC.
By: /S/ BARRY I. MEADE
Name: Barry I. Meade
Title: Vice President
NOCO HOLDINGS, L.P., by NOCO
Management, Ltd., its general partner
By: /S/ BARRY I. MEADE
Name: Barry I. Meade
Title: Vice President
NOCO MANAGEMENT, LTD.
By: /S/ BARRY I. MEADE
Name: Barry I. Meade
Title: Vice President
Page 9 of 11 Pages
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF NOCO PROPERTIES, INC.
<TABLE>
<CAPTION>
Name Present Principal
and Position Occupation or Employment Business Address Citizenship
- ------------ ------------------------ ---------------- -----------
<S> <C> <C> <C>
B.F. Weatherly; Principal of Amerimark Amerimark Capital Group, USA
Director and Capital Group, Houston, Houston, Texas
President Texas, an investment banking 6814 Northampton Way
firm and an Executive Officer Houston, TX 77055-7619
of various companies
(including those associated
with Fred. Olsen interests)
Barry I. Meade; Certified Public Accountant; Barry I. Meade
Director, Executive officer of various CERTIFIED PUBLIC
Vice President, companies (including those ACCOUNTANT
Secretary and associated with Fred. Olsen 6814 Northampton Way
Treasurer interests) and active partner Houston, TX 77055-7619 USA
in various partnerships and
limited liability companies
</TABLE>
Page 10 of 11 Pages
<PAGE>
SCHEDULE I
MEMBERS AND EXECUTIVE OFFICERS OF NOCO MANAGEMENT, LTD.
<TABLE>
<CAPTION>
Name Present Principal
and Position Occupation or Employment Business Address Citizenship
- ------------ ------------------------ ---------------- -----------
<S> <C> <C> <C>
B.F. Weatherly; Principal of Amerimark Amerimark Capital Group, USA
Member and Capital Group, Houston, Houston, Texas
President Texas, an investment banking 6814 Northampton Way
firm (and an Executive Houston, TX 77055-7619
Officer of various companies
(including those associated
with Fred. Olsen interests)
Barry I. Meade; Certified Public Accountant; Barry I. Meade USA
Member, Vice Executive officer of various CERTIFIED PUBLIC ACCOUNTANT
President, companies (including those 6814 Northampton Way
Secretary and associated with Fred. Olsen Houston, TX 77055-7619
Treasurer interests) and active partner
in various partnerships and
limited liability companies
J.C. Wallace; Chairman of Fred. Olsen Fred. Olsen Limited Canada
Member and Limited 65 Vincent Square
Vice President London, SW1P 2RX,
England
R.O. Wilson; Chairman and Chief Belmont Constructors, Inc.
Member Executive Officer of Belmont 2925 Briarpark Drive USA
Constructors, Inc. Suite 150
Houston, TX 77042
</TABLE>
Page 11 of 11 Pages
EXHIBIT 1
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
NOCO HOLDINGS, L.P.
A DELAWARE LIMITED PARTNERSHIP
This First Amended and Restated Agreement of Limited Partnership
(hereinafter referred to as the "AGREEMENT") of NOCO HOLDINGS, L.P. (the
"PARTNERSHIP"), is entered into effective September 17, 1994 by and among NOCO
Management, Ltd., a Texas limited liability company (the "GENERAL PARTNER"), the
persons listed on Exhibit "A" (the "CURRENT LIMITED PARTNERS"), and the persons
listed on Exhibit "B" (the "PREFERRED LIMITED PARTNERS").
WITNESSETH:
WHEREAS, the Partnership was formed on April 14, 1992, pursuant to the
Original Agreement (as hereinafter defined);
WHEREAS, the Partnership owns all of the stock of Norwegian Consortium
Inc., a Delaware, U.S.A., corporation ("NOCO CONSORTIUM"), and NOCO Properties,
Inc., a Delaware, U.S.A., corporation ("NOCO PROPERTIES");
WHEREAS, the Partnership is the sole limited partner and NOCO Properties
is the sole general partner of NOCO Enterprises, L.P., a Delaware, U.S.A.,
limited partnership ("NOCO ENTERPRISES");
WHEREAS, NOCO Enterprises has previously entered into a joint venture
with Callon Petroleum Company, a Delaware, U.S.A., corporation ("CALLON"), named
"CN Resources" ("CN RESOURCES");
WHEREAS, on September 16, 1994, NOCO Enterprises, Callon, and certain
other parties consummated a transaction (the "CONSOLIDATION") pursuant to which
(i) NOCO Enterprises contributed its joint venture interest in CN Resources to
the capital of a newly formed Delaware corporation ("NEW CALLON") in exchange
for shares of the Common Stock of New Callon, (ii) Callon Consolidated Partners,
L.P., a Delaware limited partnership which is an affiliate of Callon ("CCP"),
was merged into New Callon, with certain of the partners of CCP receiving shares
of the stock of New Callon, and (iii) the shareholders of Callon contributed all
of the stock owned by them in Callon in exchange for shares of the stock of New
Callon;
WHEREAS, NOCO Enterprises owes the Preferred Limited Partners the
indebtedness listed on Exhibit "C" (the "DEBT"); and
-1-
<PAGE>
WHEREAS, it has been proposed that (i) the Partnership assume from NOCO
Enterprises the Debt, (ii) a portion of the Debt be converted into preferred
limited partnership interests in the Partnership, and (iii) the Original
Agreement be amended and restated pursuant to this Agreement.
NOW, THEREFORE, for and in consideration and the mutual premises and
covenants contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I.
THE PARTNERSHIP
SECTION 1.A.1 CONFIRMATION OF FORMATION. As of the Effective Date, the
General Partner, the Current Limited Partners, and the Preferred Limited
Partners join and confirm the formation of a limited partnership (the
"PARTNERSHIP") pursuant to the provisions of the Delaware Revised Uniform
Limited Partnership Act (the "PARTNERSHIP ACT"). The rights and liabilities of
the Partners shall be as provided in the Partnership Act, except as herein
otherwise expressly provided. For purposes of the Partnership Act and subject to
the remainder of this Agreement, the General Partner shall be the general
partner of the Partnership and the Limited Partners (as hereinafter defined)
shall be the limited partners of the Partnership.
SECTION 1.A.2 THE ORIGINAL AGREEMENT. Except as provided in this Section
1.2, this Agreement supersedes any previous agreements among the parties
concerning the subject matter hereof, whether oral or written. The Original
Agreement is hereby superseded and terminated with respect to all events
occurring or actions taken on or subsequent to the Effective Date. The Original
Agreement shall continue to have validity with respect to the interpretation and
enforcement of the rights of the parties with respect to events occurring and/or
actions taken prior to the Effective Date.
ARTICLE II.
NAME AND REGISTERED AGENT
SECTION 2.A.1 NAME. The name of the Partnership is "NOCO HOLDINGS, L.P."
The business of the Partnership shall be conducted under such name and/or such
other names as the General Partner deems advisable and shall hereafter designate
in writing to the Partners.
SECTION 2.A.2 REGISTERED AGENT. Corporation Service Company shall
continue as the Registered Agent of the Partnership in the State of Delaware and
the address of the Registered Office of the Partnership in the State of Delaware
shall continue as 1013 Centre Road, Wilmington, Delaware. The Partnership shall
establish registered offices in such other states as the General Partner shall
determine to be appropriate or necessary.
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<PAGE>
ARTICLE III.
DEFINITIONS AND CONSTRUCTION
SECTION 3.A.1 DEFINITIONS. For purposes of this Agreement, the following
terms shall have the meanings indicated below:
"ADJUSTED CAPITAL ACCOUNT DEFICIT" means a deficit balance in the
capital account of a Limited Partner or Assignee as of the end of a specific
year, after crediting to such capital account any amounts which such Limited
Partner or Assignee is obligated to restore pursuant to any provision of this
Agreement or is deemed to be obligated to restore pursuant to applicable
Treasury Regulations. The Partners acknowledge that the Agreement does not
currently require any Limited Partner to restore any negative capital account
balance.
"ADJUSTED INITIAL CAPITAL ACCOUNT BALANCE" means as of the date to which
a reference is made, with respect to each Preferred Limited Partner, the capital
account balance of that Preferred Limited Partner as of the Effective Date, less
the aggregate amount of distributions previously made to that Preferred Limited
Partner by the Partnership to the extent and only to the extent such
distributions exceed in the aggregate the sum of: (i) the Net Income, if any,
previously allocated to that Preferred Limited Partner, plus (ii) any
contributions made by that Preferred Limited Partner to the Partnership
subsequent to the Effective Date.
"AGREEMENT" means this First Amended and Restated Agreement of Limited
Partnership, as amended, modified and/or supplemented from time to time.
"ANNIVERSARY DATE" means April 14, 1997.
"ASSIGNEE" means any person who has received an assignment of a
Partnership Interest but who has not been admitted as a substitute Limited or
General Partner pursuant to Sections 14.1 or 14.3.
"CALLON SHARES" means the 1,984,758 shares of the common stock of New
Callon which were issued to NOCO Enterprises pursuant to the Consolidation, and
any securities of New Callon subsequently acquired by NOCO Enterprises, or the
Partnership as a result of a stock dividend, stock split, or other distribution
from New Callon.
"CN RESOURCES" shall have the meaning indicated for that term in the
fourth recital of this Agreement.
"CODE" means the United States Internal Revenue Code of 1986, as
amended, or any successor statute.
"CONSOLIDATION" shall have the meaning indicated for that term in the
fifth recital of this Agreement.
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<PAGE>
"CURRENT LIMITED PARTNERS" means the persons listed on Exhibit "A".
"DEBT" shall have the meaning indicated for that term in the sixth
recital of this Agreement.
"EFFECTIVE DATE" means September 17, 1994.
"LIMITED PARTNER" and "LIMITED PARTNERS" means (i) the Current Limited
Partners, (ii) the Preferred Limited Partners, and (iii) any other person who is
admitted to the Partnership as (a) a substitute Limited Partner pursuant to
Section 14.1 or (b) a new limited partner of the Partnership pursuant to Section
14.3.
"MAJORITY IN INTEREST OF THE CURRENT LIMITED PARTNERS" means a majority
in interest of the Current Limited Partners, determined on the basis of their
then relative Sharing Ratios.
"MAJORITY IN INTEREST OF THE LIMITED PARTNERS" means a majority in
interest of the Limited Partners, determined on the basis of their then relative
Sharing Ratios.
"MAJORITY IN INTEREST OF THE PREFERRED LIMITED PARTNERS" means a
majority in interest of the Preferred Limited Partners, determined on the basis
of their then relative Sharing Ratios.
"MARKET PRICE" means the average closing prices of the common stock of
New Callon over the principal securities exchange on which the common stock of
New Callon is traded for, unless a different period is clearly required by the
context, the twenty trading days preceding the date to which the reference is
made or, if not traded on an exchange, the average closing price for the twenty
trading days preceding such date as reported on the NASDAQ NMS, or if not traded
on an exchange or the NASDAQ NMS, the average of the closing bid and asked
prices of the common stock in the over the counter market during such twenty day
period as furnished by the National Quotation Bureau, Inc., or, if such firm at
that time is not engaged in the business of reporting such prices, as furnished
by any similar firm then engaged in such business and selected by the General
Partner, or, if there is no such firm, as furnished by any member of the
National Association of Securities Dealers, Inc., selected by the General
Partner.
"NET INCOME" and "NET LOSS" means, for each fiscal year or other fiscal
period of the Partnership, an amount equal to the taxable income or loss for the
Partnership for such year or period, determined in accordance with Code Section
703(a) (for this purpose, all items of income, gain, loss, or deduction required
to be stated separately pursuant to Code Section 703(a)(1) shall be included in
taxable income or loss), with the following adjustments:
i) any income of the Partnership that is exempt from federal income
tax and not otherwise taken into account in computing Net Income
or Net Loss shall be added to such taxable income or loss;
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<PAGE>
ii) any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
expenditures pursuant to Treasury Regulation Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in
computing Net Income or Net Loss, shall be subtracted from such
taxable income or loss;
iii) upon the adjustment of the value of any asset of the Partnership
pursuant to Section 7.4(iii), the amount of such adjustment
shall be taken into account as gain or loss from the disposition
of such asset for purposes of computing taxable income or loss,
and such adjusted amount shall thereafter be used for the
purpose of computing cost recovery deductions with respect to
such asset; and
iv) gain or loss resulting from any disposition of the property or
assets of the Partnership with respect to which gain or loss is
recognized for federal income tax purposes shall be computed by
reference to the value of such asset or property on the books of
the Partnership, as recomputed from time to time pursuant to
Section 7.4(iii), notwithstanding that the adjusted tax basis of
such property differs from such value.
"NEW CALLON" shall have the meaning indicated for that term in the fifth
recital of this Agreement.
"NOCO CONSORTIUM" shall have the meaning indicated for that term in the
second recital of this Agreement.
"NOCO ENTERPRISES" shall have the meaning indicated for that term in the
third recital of this Agreement.
"NOCO PROPERTIES" shall have the meaning indicated for that term in the
second recital of this Agreement.
"ORIGINAL AGREEMENT" means that certain Agreement of Limited Partnership
dated April 14, 1992, as amended, among the General Partner and the Current
Limited Partners, as amended pursuant to that certain agreement entitled
Amendment of Limited Partnership Agreement dated April 14, 1992.
"PARTNER" and "PARTNERS" means the General Partner and the Limited
Partners where no distinction is specified by the context in which the term is
used.
"PARTNERSHIP ACT" means the Delaware Revised Uniform Limited Partnership
Act, 6 Del. C. ss.17-101, ET. SEQ., as amended from time to time.
-5-
<PAGE>
"PARTNERSHIP INTEREST" or "INTEREST" means with respect to a specific
Partner or Assignee, the interest of a Partner or Assignee in the profits,
losses, distributions and capital in the Partnership pursuant to this Agreement,
and the rights granted under this Agreement to a Partner.
"POST-CONVERSION SHARING RATIOS" shall mean the ratio determined for
each Partner and Assignee based on the relative capital account balances of all
of the Partners and Assignees as of the Anniversary Date, as adjusted pursuant
to Section 10.4.
"PRE-CONVERSION SHARING RATIOS" shall mean the ratios set forth on
Exhibit "D".
"PREFERRED LIMITED PARTNERS" means the persons listed on Exhibit "B".
"PREFERRED RETURN" means for each Preferred Limited Partner a sum
equivalent to six percent per annum, cumulative but not compounded (prorated for
any partial year), of the Adjusted Initial Capital Balance from time to time of
the Preferred Limited Partner, which sum begins to accrue on the Effective Date
and ceases to accrue on the Anniversary Date.
"PREFERRED RETURN SHORTFALL" means, with respect to each Preferred
Limited Partner, the excess of the Preferred Return of that Preferred Limited
Partner as of the date in question over the amount of Net Income previously
allocated to such Preferred Limited Partner pursuant to Section 9.6.
"PRIORITY DISTRIBUTION AMOUNT" means with respect to a fiscal year of
the Partnership the sum of (i) the franchise taxes imposed on the General
Partner during such year, (ii) the product of multiplying: (a) the highest
marginal tax rate which is applicable to individuals under the U.S. federal
income tax laws during that fiscal year, by (b) the amount of taxable income and
gain allocated to the General Partner with respect to that fiscal year (the
"INCOME ITEMS"), net of any items of deduction or loss allocated to the General
Partner by the Partnership with respect to that fiscal year which may be
deducted against such Income Items by the members of the General Partner, plus
(iii) the cumulative Priority Distribution Amounts which have not been
distributed to the General Partner with respect to previous fiscal years.
"REGISTRATION RIGHTS AGREEMENT" means that certain Registration Rights
Agreement by and between New Callon and NOCO Enterprises dated September 16,
1994.
"SHARING RATIOS" shall mean (i) with respect to the period beginning on
the Effective Date and ending on the Anniversary Date, the Pre-Conversion
Sharing Ratios, and (ii) with respect to the period subsequent to the
Anniversary Date, the Post-Conversion Sharing Ratios.
"STOCKHOLDERS' AGREEMENT" means that certain Stockholders' Agreement
dated September 16, 1994, among NOCO Enterprises and certain of the other
stockholders of New Callon.
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<PAGE>
SECTION 3.A.2 CONSTRUCTION. Except to the extent the context
specifically indicates otherwise, all references to articles and sections refers
to articles and sections of this Agreement, and all references to the exhibits
and schedules refers to exhibits and schedules attached hereto, each of which is
made a part hereof for all purposes.
ARTICLE IV.
BUSINESS PURPOSES OF THE PARTNERSHIP
The purposes of the Partnership shall be limited to:
i) holding its ownership interests in NOCO Consortium, NOCO
Properties and NOCO Enterprises;
ii) receiving allocations and distributions from NOCO Consortium,
NOCO Properties, and NOCO Enterprises, and benefiting from the
future appreciation in the value of the ownership interest of
the Partnership in said entities;
iii) permitting NOCO Enterprises to dispose of the Callon Shares;
iv) entering into such other ventures and activities as the General
Partner shall deem appropriate; and
v) engaging in any and all activities as the General Partner, in
its sole discretion, deems to be reasonably necessary or
appropriate in relation to the purposes described above.
ARTICLE V.
PRINCIPAL PLACE OF BUSINESS
The principal place of business of the Partnership shall be 1013 Centre
Road, Wilmington, Delaware. The General Partner may, in its discretion from time
to time, change the principal place of business of the Partnership.
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ARTICLE VI.
TERM
The term of the Partnership commenced on April 14, 1992, pursuant to the
Original Agreement and shall terminate on December 31, 2010, unless the
Partnership is sooner liquidated or dissolved in accordance with this Agreement.
ARTICLE VII.
CAPITAL CONTRIBUTIONS
SECTION 7.A.1 INITIAL CONTRIBUTIONS OF THE CURRENT LIMITED PARTNERS. As
of the date of the formation of the Partnership, in exchange and in
consideration for their respective Partnership Interests, the Current Limited
Partners and/or their predecessors in interest contributed to the Partnership an
aggregate of 46,128 shares of the Common Stock of NOCO Consortium, $1.00 par
value per share.
SECTION 7.A.2 INITIAL CONTRIBUTION OF THE GENERAL PARTNER. In connection
with the formation of the Partnership, in exchange and in consideration of its
Partnership Interest, the General Partner contributed to the Partnership U.S.
$152,092.00.
SECTION 7.A.3 CONTRIBUTION OF THE PREFERRED LIMITED PARTNERS. As of the
Effective Date, in exchange and in consideration for their respective
Partnership Interests, each of the Preferred Limited Partners hereby contributes
to the capital of the Partnership the amount of the Debt indicated on Exhibit
"B". Each Preferred Limited Partner will deliver to the Partnership the
promissory notes, security agreements, and other documents which evidence the
Debt. Fred. Olsen Finance Limited ("FOF"), one of the Preferred Limited
Partners, will continue to be owed $1,000,000.00 by the Partnership (the
"CONTINUING INDEBTEDNESS"). The Partnership shall deliver to FOF such notes and
other documents as are necessary to evidence the Continuing Indebtedness
containing such terms and conditions as are deemed reasonable and appropriate by
the General Partner.
SECTION 7.A.4 CAPITAL ACCOUNTS. An individual capital account shall be
maintained for each Partner, as follows:
i) each capital account shall be credited with:
a) the amount of cash and agreed value of any property
contributed by the Partner to the Partnership;
b) that Partner's distributive share of the income and gain
of the Partnership; and
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c) the amount of any Partnership liability: (1) which is
treated as assumed by the Partner under Treasury
Regulation Section 1.704-1(b)(2)(iv)(c), or (2) which is
secured by property distributed by the Partnership to
the Partner to the extent such Partner is considered to
assume such liabilities for purposes of Code Section
752.
ii) each capital account shall be debited with:
a) the amount of cash distributed to the Partner by the
Partnership and the fair market value of any property
distributed by the Partnership to the Partner;
b) that Partner's distributive share of deductions and
losses of the Partnership;
c) the amounts withheld and paid over to the IRS or any
other taxing authorities by the Partnership pursuant to
Code Sections 1441, 1445, 1446, or any similar statute
with respect to the tax liability of the Partner; and
d) the amount of any liabilities of a Partner which the
Partnership is treated as assuming: (1) under Code
Section 752 due to the contribution by the Partner of
encumbered property to the Partnership or (2) under
Treasury Regulation Section 1.704-1(b)(2)(iv)(c).
iii) as of the dates indicated below, the capital accounts of all of
the Partners shall be adjusted to reflect a revaluation of the
properties of the Partnership on the books of the Partnership to
their fair market values in accordance with Treasury Regulation
Section 1.704-1(b)(2)(iv)(f), with the capital accounts of all
of the Partners and the Assignees (if any) adjusted to reflect
the manner in which the unrealized income, gain, loss or
deduction inherent in such properties would be allocated among
the Partners and Assignees if there were a taxable disposition
of such property for their fair market values as of such date
(which, with respect to the Callon Shares, shall equal the
Market Price):
a) on the Anniversary Date, and
b) on the liquidation of the Partnership or on the date of
a distribution by the Partnership to a retiring or
continuing Partner of money or other property (other
than de minimis
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amount) by the Partnership to a retiring or continuing
Partner as consideration for an interest in the
Partnership.
iv) notwithstanding any provision hereof to the contrary (except
Section 10.1):
a) all capital accounts shall be maintained in accordance
with Treasury Regulation Section 1.704-1(b)(2)(iv);
b) positive capital accounts shall be adjusted downward for
the items described under (4), (5), and (6) of the
second sentence of Treasury Regulation Section
1.704-1(b)(2)(ii)(d) that are reasonably expected to
occur in the manner required under Treasury Regulation
Section 1.704-1(b)(2)(ii)(d);
c) no Limited Partner shall be obligated to any other
Partner, the Partnership or anyone else, to contribute
any sums to the Partnership with respect to a negative
capital account; and
d) in the event that all or a portion of a Partnership
Interest is transferred in accordance with the terms of
this Agreement, the transferee shall succeed to the
capital account of the transferor to the extent it
relates to the transferred Interest.
SECTION 7.5 TAX WITHHOLDING LIABILITY. To the extent the Partnership is
required to withhold and pay over to any taxing authority pursuant to Code
Sections 1441, 1445, or 1446 or any similar statute with respect to the tax
liability of any Partner or Assignee, such Partner or Assignee shall contribute
to the Partnership, upon demand from the General Partner, the amount so required
to be withheld.
SECTION 7.6 TAX LIABILITY OF THE GENERAL PARTNER AND ITS MEMBERS. To the
extent that as of April 15th of any year the Partnership does not have an amount
of liquid assets sufficient to permit cash distributions to the General Partner
at least equal to the Priority Distribution Amount (as defined in Article VIII)
with respect to the previous year, each Limited Partner and Assignee shall, upon
written notice from the General Partner, contribute its pro rata share of the
amount of such deficit, based on relative Sharing Ratios as of such date.
ARTICLE VIII.
DISTRIBUTIONS
SECTION 8.A.1 DISTRIBUTIONS PRIOR TO ANNIVERSARY DATE. The Partnership
may not make any distributions to any Limited Partner on or before the
Anniversary Date without the consent of the General Partner, a Majority in
Interest of the Current Limited Partners, and a Majority in Interest of the
Preferred Limited Partners. Any distributions of Callon Shares so authorized
shall only be made
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to the extent such distributions are not prohibited by applicable securities
laws and the agreements entered into in connection with the Consolidation.
SECTION 8.A.2 SUBSEQUENT DISTRIBUTIONS. Subject to Article X, subsequent
to the Anniversary Date, the General Partner may in its discretion distribute
from time to time such amounts of cash and property as it determines to be
appropriate to Partners with positive capital account balances in the proportion
of their respective positive capital account balances.
SECTION 8.A.3 DISTRIBUTIONS TO THE GENERAL PARTNER. Notwithstanding the
other provisions of this Article VIII, the Partnership shall distribute to the
General Partner in each fiscal year an amount at least equal to the "Priority
Distribution Amount" for that fiscal year, regardless of whether the Limited
Partners receive any distributions.
ARTICLE IX.
ALLOCATIONS
SECTION 9.A.1 SHARING RATIOS. Except as provided in the remainder of
this Article IX, Net Income and Net Loss shall be allocated to the General
Partner and the Limited Partners and their respective Assignees in accordance
with their relative Sharing Ratios.
SECTION 9.A.2 YEAR WHICH INCLUDES THE EFFECTIVE DATE. Except as provided
in the remainder of this Article IX, Net Income or Net Loss realized in the year
which includes the Effective Date shall be prorated on a daily or other
reasonable basis and allocated among the Partners and Assignees taking into
account the Pre-Conversion Sharing Ratios with respect to items allocable to the
period beginning on the Effective Date, and in accordance with the ratios set
forth in the Original Agreement with respect to items allocable to the period
prior to the Effective Date.
SECTION 9.A.3 YEAR OF THE ANNIVERSARY DATE. Except as provided in the
remainder of this Article IX, that portion of the Net Income and Net Loss
attributable to the adjustment pursuant to Section 7.4(iii) of the value of the
Callon Shares to equal to the Market Price on the Anniversary Date shall be
allocated among the Partners and the Assignees in accordance with their Pre-
Conversion Sharing Ratios. All other items of income, gain, loss, and deduction
realized in the year which includes the Anniversary Date shall be prorated on a
daily or other reasonable basis and allocated among the Partners and Assignees
taking into account the applicable Sharing Ratios of the Partners on each such
day.
SECTION 9.A.4 DEFICIT CAPITAL ACCOUNT. Any allocation of Net Loss to a
Limited Partner or Assignee pursuant to Sections 9.1, 9.2 or 9.3 which would
cause or increase an Adjusted Capital Account Deficit with respect to such
Limited Partner or Assignee shall be allocated to the General Partner.
SECTION 9.A.5 GAIN CHARGEBACK. If in any year any amounts of Net Loss
are allocated to the General Partner pursuant to Section 9.2 of the Original
Agreement or Section 9.4 so as cause or
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increase a negative capital account balance with respect to the General Partner,
and in any subsequent period the Partnership has Net Income, then prior to the
making of any allocations under Sections 9.1, 9.2 or 9.3, the Net Income of such
year shall be allocated to the General Partner in such amounts as are necessary
to eliminate its negative capital account balance.
SECTION 9.A.6 PREFERRED RETURN. If in any year (including a year which
includes the Effective Date or a Anniversary Date), the Partnership realizes Net
Income in excess of the amount required to make the allocations required
pursuant to Section 9.5, such Net Income shall be allocated, prior to the making
of any allocation pursuant to Section 9.1, 9.2 or 9.3, to the Preferred Limited
Partners and their respective Assignees in proportion to and to the extent of
their relative Preferred Return Shortfall as of the date of such allocation, if
any.
SECTION 9.A.7 SPECIAL ALLOCATIONS. The following special allocations are
required to be made pursuant to the requirements of Treasury Regulation Section
1.704-1(b) due to the fact that the Limited Partners and Assignees do not have
the obligation to restore negative capital accounts, and therefore shall be made
in the following order:
i) QUALIFIED INCOME OFFSET. In the event any of the Limited
Partners or the Assignees unexpectedly receive any adjustments,
allocations, or distributions described in (4), (5), and (6) of
the second sentence of Treasury Regulation Sections
1.704-1(b)(2)(ii)(d), items of Partnership income and gain shall
be specially allocated to such Limited Partner or Assignee in an
amount and manner sufficient to eliminate, to the extent
required by the Regulations, the Adjusted Capital Account
Deficit, if any, of the Limited Partner or Assignee as quickly
as possible, provided that an allocation pursuant to this
Section 9.7(i) shall be made only if and to the extent that the
Limited Partner would have an Adjusted Capital Account Deficit
after all other allocations provided for in this Article IX have
been tentatively made as if this Section 9.7(i) were not in this
Agreement.
ii) GROSS INCOME ALLOCATION. In the event any of the Limited
Partners or the Assignees have an Adjusted Capital Account
Deficit at the end of any Partnership fiscal year, the Limited
Partner or Assignee shall be specially allocated items of
Partnership income and gain in the amount of such Adjusted
Capital Account Deficit as quickly as possible, provided that an
allocation pursuant to this Section 9.7(ii) shall be made only
if and to the extent that the Limited Partner or Assignee would
have Adjusted Capital Account Deficit after all other
allocations provided for in this Article IX have been
tentatively made as if Section 9.7(i) and this Section 9.7(ii)
were not in this Agreement.
SECTION 9.A.8 CURATIVE ALLOCATIONS. The special allocations set forth in
Section 9.7 (the "REGULATORY ALLOCATIONS") are intended to comply with certain
requirements of Treasury Regulation
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Section 1.704-1(b). Notwithstanding any other provisions of this Article IX
(other than the Regulatory Allocations), the Regulatory Allocations shall be
taken into account in allocating other items of income, gain, loss, and
deduction among the Partners so that, to the extent possible, the net amount of
such allocations and the Regulatory Allocations to each Partner shall be equal
to the net amount that would have been allocated to each such Partner if the
Regulatory Allocations had not occurred.
SECTION 9.A.9 CODE SECTION 754 ADJUSTMENT. To the extent an adjustment
to the adjusted tax basis of a Partnership asset pursuant to Code Section 734(b)
or Code Section 743(b) is required, pursuant to Treasury Regulation Section
1.704-1(b)(2)(iv)(m), to be taken into account in determining capital accounts,
the amount of such adjustment to the capital accounts shall be treated as an
item of gain (if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases such basis) and such gain or loss shall be allocated to
the Partners in a manner consistent with the manner in which their capital
accounts are required to be adjusted pursuant to such Section of the
Regulations.
ARTICLE X.
LIQUIDATION OF A LIMITED PARTNER
SECTION 10.A.1 COMPLETE LIQUIDATION. A Limited Partner may at any time
subsequent to the Anniversary Date elect for its Interest to be liquidated as
provided in this Article X by delivering written notice of the same to the
General Partner (the "LIQUIDATION NOTICE"). In order to effect such a
liquidation, the General Partner must transfer to the Limited Partner money
and/or assets (the "DISTRIBUTED ASSETS"), the value of which the General Partner
believes in good faith equals the capital account balance of such Limited
Partner as of the date of the Liquidation Notice (including any adjustment
required to the capital account of the Limited Partner pursuant to Section
7.4(iii)), which distribution shall include, to the extent possible, that
Limited Partner's pro rata share of the Callon Shares (based on relative capital
account balances).
SECTION 10.A.2 DETERMINATION OF VALUE. The value of any Distributed
Assets which are not Callon Shares shall be irrefutably presumed to equal their
adjusted bases for tax purposes. The value of any Callon Shares which are
Distributed Assets will be deemed to equal the Market Price as of the date of
their distribution (after taking into account the trading price of such shares
over the preceding twenty trading days as required pursuant to Article III).
SECTION 10.A.3 EFFECT OF LIQUIDATION AND TERMINATION. Upon the
liquidation of the Interest of a Limited Partner pursuant to this Article X, the
Sharing Ratio otherwise attributable to the Interest of such Limited Partner
shall be immediately reallocated to the remaining Partners and Assignees in
proportion to relative amounts of their Sharing Ratios prior to such
liquidation.
SECTION 10.A.4 PARTIAL LIQUIDATION. If any Limited Partner receives
subsequent to the Anniversary Date distributions which, when compared to the
distributions received by the other Partners, is not proportionate to the
relative Post-Conversion Sharing Ratios of the Partners, the
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Post-Conversion Sharing Ratios shall be adjusted with respect to items of income
and loss accruing subsequent to the date of such distribution as necessary to
equitably reflect the effect of such disproportionate distribution.
ARTICLE XI.
BOOKS OF ACCOUNT; RECORDS AND REPORTS
SECTION 11.A.1 BOOKS AND RECORDS. Correct and complete records and books
of account shall be kept by the General Partner in which shall be entered fully
and accurately all transactions and other matters relating to the Partnership's
business as are usually entered into records and books of account maintained by
persons engaged in businesses of like character. The books and records shall at
all times be maintained at the principal office of the Partnership and shall be
open to the reasonable inspection and examination of the Partners or Assignees
or their duly authorized representatives during reasonable business hours.
SECTION 11.A.2 METHODS OF ACCOUNTING. The Partnership will utilize such
method or methods of accounting as the General Partner shall determine. The
General Partner shall have the right to make all elections required or permitted
to be made for federal income tax purposes, including the elections under Code
Sections 754 and 263(c).
SECTION 11.A.3 ANNUAL REPORTS. Within one hundred twenty (120) days
after the end of each fiscal year, the General Partner shall send to each person
who was a Partner or Assignee in the Partnership at the end of the fiscal year
then ended an unaudited balance sheet as of the end of such fiscal year and
unaudited statements of income, Partners' equity and changes in financial
position for such fiscal year with respect to the Partnership, and such other
statements the General Partner deems appropriate.
SECTION 11.A.4 TAX INFORMATION. The General Partner shall send to each
Partner and Assignee all Partnership tax information as shall be necessary for
the preparation by such person of its U.S. Federal income tax return within the
time period required pursuant to the Code.
SECTION 11.A.5 OTHER INFORMATION. Upon 30 days advance written notice,
each Limited Partner shall have the right to obtain from the Partnership all
information to which it is entitled pursuant to Section 17-305 of the
Partnership Act, if the request for such information states a proper purpose
under the Partnership Act.
SECTION 11.A.6 LIMITATION. The rights of a Limited Partner to receive
information pursuant to this Article X shall be subject to the limitations of
Section 17-305(b) of the Partnership Act concerning confidential information,
trade secrets, and similar matters.
ARTICLE XII.
STATUS OF LIMITED PARTNERS
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SECTION 12.A.1 NO PARTICIPATION OR CONTROL. The Limited Partners shall
not participate in the management or control of the Partnership's business nor
shall they have any power to act for or bind the Partnership, such powers being
vested solely and exclusively in the General Partner.
SECTION 12.A.2 LIMITED LIABILITY. The Limited Partners shall not have
any personal liability whatsoever for the debts of the Partnership or any of its
losses beyond the amount contributed by the Limited Partners to the capital of
the Partnership.
SECTION 12.A.3 DISSOLUTION OR BANKRUPTCY. The termination, dissolution
or bankruptcy of a Limited Partner shall not cause a dissolution of the
Partnership, but the rights of such Limited Partner to share in the profits and
losses of the Partnership, to receive distributions of Partnership funds and to
assign a Partnership Interest pursuant to Article XIV shall, on the happening of
such an event, devolve upon such Limited Partner's successors, assigns or
representatives, subject to the terms and conditions of this Agreement, and the
Partnership shall continue as a limited partnership. Any such successor, assign
or representative shall only become a substitute Limited Partner in accordance
with Article XIV.
ARTICLE XIII
POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER
SECTION 13.A.1 CONTROL AND MANAGEMENT. Subject to the limitations
imposed by law and this Agreement, the General Partner shall have exclusive
authority to manage the operations and affairs of the Partnership and to make
all decisions regarding the business of the Partnership. Pursuant to the
immediately preceding sentence, it is understood and agreed that the General
Partner shall have all of the rights and powers of a general partner as provided
in the Partnership Act and as otherwise provided by law, and any action taken by
the General Partner on behalf of the Partnership shall constitute the act of and
serve to bind the Partnership. In dealing with the General Partner when acting
on behalf of the Partnership, no person shall be required to inquire into the
authority of the General Partner to bind the Partnership.
SECTION 13.A.2 DUTIES OF THE GENERAL PARTNER. The General Partner shall
use its best efforts to carry out the Partnership purposes and shall devote such
time as necessary to the Partnership business. The General Partner shall be
under a fiduciary duty to conduct the affairs of the Partnership in the best
interests of the Partnership and of the Limited Partners, including the
safekeeping and use of all of the Partnership property and the use thereof for
the exclusive benefit of the Partnership.
SECTION 13.A.3 MANAGEMENT BY GENERAL PARTNER. Subject to the limitations
and restrictions set forth in this Agreement, including without limitation those
set forth in this Article XIII, the General Partner on behalf of the Partnership
may without the consent of any of the other Partners:
i) cause the Partnership to assume the Debt, and thereafter from
time to time, restructure, amend, renew, extend or prepay the
Debt;
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ii) cause the Partnership to make any of the distributions permitted
pursuant to Articles VIII or X;
iii) cause the Partnership and/or NOCO Enterprises to sell,
distribute or otherwise dispose of all or any portion of the
Callon Shares for such consideration and pursuant to such terms
as it deems appropriate, including, in its discretion, causing
the Partnership or NOCO Enterprises to exercise any of the
rights granted to NOCO Enterprises pursuant to the Registration
Rights Agreement;
iv) cause the Partnership and/or NOCO Enterprises to exercise any of
the rights granted to NOCO Enterprises and its assignees
pursuant to the Stockholders' Agreement, including, but not
limited to, the right to: (a) purchase shares offered by a
Callon Family Stockholder (as defined in the Stockholders'
Agreement), and (b) elect directors pursuant to Section 4.1
thereof;
v) the pledge or encumbrances of any of the assets of the
Partnership, including the Callon Shares, for any purpose;
vi) appoint the officers and directors of NOCO Consortium and NOCO
Properties;
vii) take such actions as are necessary to fulfill the Partnership
purposes set forth in Article IV;
viii) purchase from or through others, contracts of liability,
casualty, or other insurance for the protection of the
properties or affairs of the Partnership or the Partners, or for
any purpose convenient or beneficial to the Partnership;
ix) establish, maintain, and supervise the deposit of any monies or
securities of the Partnership with federally insured banking
institutions or other institutions as may be selected by the
General Partner in accounts in the name of the Partnership with
such institutions; and
x) withhold and pay over to the IRS such amounts from the
distributive share of the Partners as shall be required by the
Code, including specifically, but not limited to, Code Sections
1441, 1445 and 1446.
SECTION 13.A.4 RESTRICTIONS ON THE GENERAL PARTNER. Notwithstanding
Section 13.3, the General Partner may undertake any of the following actions on
behalf of the Partnership only with the consent of both a Majority in Interest
of the Current Limited Partners and a Majority in Interest of the Preferred
Limited Partners:
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i) the admission of additional Partners into the Partnership; or
ii) the merger or consolidation of the Partnership with any other
entity.
SECTION 13.A.5 TAX MATTERS PARTNER. The General Partner shall be the
"Tax Matters Partner" (as defined in the Code) with respect to the determination
of all U.S. federal tax matters required to be determined for the Partnership by
the Code. The General Partner may resign from such position fifteen (15) days
after giving to the other Partners written notice of its intention to resign.
The General Partner shall be considered to have resigned as Tax Matters Partner
if a Withdrawal of the General Partner occurs. In the event of a vacancy in the
position of Tax Matters Partner, a successor Tax Matters Partner may be
designated by a vote of a Majority in Interest of both the Current Limited
Partners and a Majority in Interest of the Preferred Limited Partners.
SECTION 13.A.6 REMOVAL OF GENERAL PARTNER. The General Partner may be
removed at any time for any reason as a general partner of the Partnership upon
the vote of seventy percent (70%) or more of the Limited Partners (based on
relative Sharing Ratios) and the delivery of written notice (the "REMOVAL
NOTICE") of such vote to the General Partner. In the event of the removal of the
General Partner pursuant to this Section 13.6 and the reconstitution of the
Partnership pursuant to Section 15.2, the Partnership Interest of the General
Partner shall be converted into an interest with the rights, powers, and
economic interests of an Assignee.
SECTION 13.A.7 INDEMNIFICATION. If the General Partner or any of its
members (collectively, the "INDEMNIFICATION PARTIES") is made a party to or is
threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (hereinafter a "PROCEEDING"), or any appeal in such
a Proceeding, or any inquiry or investigation that could lead to a Proceeding,
by reason of the fact that it or he is or was acting on behalf of the
Partnership pursuant to the Agreement, the Indemnification Party shall be
indemnified by the Partnership to the fullest extent permitted by law against
judgments, penalties (including excise and similar taxes and punitive damages),
fines, settlements and reasonable expenses (including, without limitation,
attorneys' fees) actually incurred by the Indemnification Party in connection
with such Proceeding, and indemnification under this Section 13.7 shall continue
as to an Indemnification Party who has ceased to serve in the capacity which
initially entitled such Indemnification Party to indemnity hereunder. No
amendment, modification or repeal of this Section 13.7 shall have the effect of
limiting or denying any rights of an Indemnification Party under this Section
13.7 with respect to actions taken or Proceedings arising prior to any such
amendment, modification or repeal. IT IS EXPRESSLY ACKNOWLEDGED THAT THE
INDEMNIFICATION PROVIDED IN THIS SECTION 13.7 COULD INVOLVE INDEMNIFICATION FOR
DAMAGES WHICH ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF THE
INDEMNIFICATION PARTY OR UNDER THEORIES OF STRICT LIABILITY. The right to
indemnification conferred in this Section 13.7 shall include the right to be
paid or reimbursed by the Partnership for the reasonable expenses incurred by a
Indemnification Party who was, is or is threatened to be made a named defendant
or respondent in a Proceeding in advance of the final disposition of the
Proceeding and without any determination
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as to the Indemnification Party's ultimate entitlement to indemnification;
provided, however, that the payment of such expenses incurred by any such
Indemnification Party in advance of the final disposition of a Proceeding shall
be made only upon delivery to the Partnership of written affirmation by such
Indemnification Party of his or its good faith belief that he or it has met the
standard of conduct necessary for indemnification under this Section 13.7 and a
written undertaking, by or on behalf of such Indemnification Party, to repay all
amounts so advanced if it shall ultimately be determined that such
Indemnification Party is not entitled to be indemnified by the Partnership under
this Section 13.7 or otherwise.
SECTION 13.A.8 ADVANCE OR REIMBURSEMENT OF EXPENSES. The Partnership
shall advance to the General Partner or shall reimburse the General Partner for
any and all expenses incurred by the General Partner in its capacity as the
General Partner of the Partnership. The business of the General Partner
currently is devoted exclusively to the business of the Partnership, thus, so
long as such arrangement continues, all expenses reasonably incurred by the
General Partner in connection with its operations (e.g., preparation of tax
returns of the General Partner) shall be considered expenses of the Partnership.
ARTICLE XIV.
TRANSFER OF INTERESTS BY PARTNERS
SECTION 14.A.1 IN GENERAL. A Partner may assign all or any part of its
Partnership Interest; provided, however, such assignment shall not confer upon
the assignee thereof any right to become a substituted Partner. The transferee
of all or any portion of an Interest of a Limited Partner shall be admitted as a
substituted Limited Partner with respect to such Partnership Interest only with
the written consent of a Majority in Interest of the Preferred Limited Partners
and a Majority in Interest of the Current Limited Partners, which may be given
or withheld in their sole and absolute discretion. Any transferee from the
General Partner of an Interest shall be admitted as a substituted General
Partner only in accordance with Sections 14.2 and 14.3. Unless and until any
assignee, transferee, heir or legatee of a Partner becomes a substituted Partner
in accordance with this Article XIV, the status and rights of such assignee with
respect to the Interest which has been assigned to it shall be limited to the
rights under Section 17-702 of the Partnership Act of an assignee of a
partnership interest which has not been admitted as a partner pursuant to
Section 17-703 of the Partnership Act.
SECTION 14.A.2 TRANSFER PROCEDURE. Any Partner or Assignee who desires
to transfer all or any part of its Partnership Interest shall arrange for its
transferee to be bound by the provisions of this Agreement, as it may then be
amended, by having such transferee execute two counterparts of an agreement of
assignment satisfactory in form to the General Partner and by delivering the
same to the General Partner, together with:
i) an opinion of counsel satisfactory to the General Partner that
the transfer may be effectuated without registration under the
U.S. Securities Act of 1933, as
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amended (the "1933 ACT"), and any applicable state securities
laws, if required by the General Partner, and
ii) such other information as may be required (a) by counsel to the
General Partner to determine whether the proposed transfer
violates applicable federal or state securities laws or other
laws or regulations or the terms of this Agreement, and (b) by
the Partnership to enable it to timely file a completed Form
8308 with the IRS.
Each assignment or transfer shall be effective as of the first day of the
calendar month during which the General Partner actually receives an instrument
of assignment executed by both the transferor and transferee of the Partnership
Interest satisfactory in form to the General Partner; provided, however, that no
attempted assignment or transfer shall be effective or recognized by the
Partnership or the Partners until compliance with all of the requirements of
this Section 14.2.
SECTION 14.A.3 TRANSFER BY THE GENERAL PARTNER. The General Partner may
assign all or any part of its Interest. The assignee of the General Partner
shall, without the consent of any of the Partners, succeed to the economic
rights of the General Partner under Articles VIII, IX, and XVI to the extent
assigned, but shall only succeed to any of the other rights of the General
Partner with the consent of a Majority in Interest of the Current Limited
Partners and a Majority in Interest of the Preferred Limited Partners. A
transfer by the General Partner of its Interest in the Partnership shall not
relieve it of any of its obligations to the Partnership unless a Majority in
Interest of the Limited Partners agree otherwise.
SECTION 14.A.4 TRANSFER TO AFFILIATES. A corporation (an "AFFILIATED
CORPORATION") which (i) is controlled, directly or indirectly, by a Limited
Partner or the persons who control the Limited Partner, and (ii) receives an
assignment of the Interest of such Limited Partner, shall be admitted as a
Limited Partner without the approval of the Majority in Interest of the Current
Limited Partners and a Majority in Interest of the Preferred Limited Partners in
the manner otherwise required pursuant to Section 14.1 if the transfer to the
Affiliated Corporation is made in compliance with Section 14.2.
SECTION 14.A.5 HYPOTHECATION. Any hypothecation, mortgage, pledge or
collateralization of an Interest is expressly prohibited and any such purported
hypothecation, mortgage, pledge or collateralization in any manner by any person
shall be null and void and of no legal effect.
SECTION 14.A.6 TAX CONSEQUENCES. Notwithstanding anything to the
contrary set forth herein, no transfer or assignment of a Partnership Interest
(whether or not such assignee or transferee becomes a substituted Partner) shall
be effective without the consent of the General Partner if it causes, by virtue
of such transfer and all previous transfers, the termination of the Partnership
for purposes of Section 708 of the Code or any similar provision enacted in lieu
thereof.
-19-
<PAGE>
ARTICLE XV.
DISSOLUTION OF THE PARTNERSHIP
SECTION 15.A.1 CAUSES OF DISSOLUTION. The happening of any one of the
following events shall cause the immediate dissolution of the Partnership:
i) unless the Partnership is reconstituted in accordance with
Section 15.2:
a) the removal of the General Partner pursuant to Section
13.6;
b) the assignment by the General Partner of all of its
Interest unless the assignee of the General Partner is
admitted as a General Partner pursuant to Section 15.3;
or
c) the violation by the General Partner of the prohibition
set forth in Section 7.3(i)(a) against it withdrawing
from the Partnership,
ii) at any time subsequent to two years after the Effective Date, a
written consent to the dissolution is executed by Partners
holding 75% of the Sharing Ratios in the Partnership;
iii) the entry of a decree of judicial dissolution pursuant to
Section 17-802 of the Partnership Act; or
iv) the expiration of the term of the Partnership as provided in
Article VI, unless all Partners agree to extend the term of the
Partnership past the date set forth in Article VI.
SECTION 15.A.2 RECONSTITUTION AFTER DISSOLUTION. The Partnership may be
reconstituted and its business continued in the event of the dissolution of the
Partnership pursuant to Section 15.1(i) upon the execution of a written
instrument by Majority in Interest of the Current Limited Partners and a
Majority in Interest of the Preferred Limited Partners which (i) is delivered to
the other Partners and Assignees, if any, within 90 days of the date of the
terminating event, and (ii) elects a new General Partner or General Partners. As
soon as practical thereafter, the new General Partner and the Limited Partners
shall execute an appropriate amendment to this Agreement evidencing the
appointment of the new General Partner.
ARTICLE XVI.
DISSOLUTION PROCEDURE
SECTION 16.A.1 LIQUIDATOR APPOINTMENT; POWERS. If the Partnership is
dissolved for any reason and the Partnership is not reconstituted pursuant to
Section 15.2, the General Partner (or if any event described in 15.1(i) has
occurred, a liquidator or liquidating committee selected by a
-20-
<PAGE>
Majority in Interest of the Current Limited Partners) shall commence to wind up
the affairs of the Partnership and to the extent deemed advisable liquidate and
sell the assets of the Partnership. The party or parties actually conducting the
liquidation in accordance with the foregoing sentence, whether the General
Partner, a liquidator, or a liquidating committee, shall hereinafter be referred
to in this Section 16.1 as the "Liquidator." The Liquidator shall have full
right and unlimited discretion to determine whether to sell the assets of the
Partnership and the time, manner and terms of any sale or sales of the
Partnership property having due regard to the activity and condition of the
relevant market and general financial and economic conditions. A Liquidator
other than the General Partner shall be entitled to receive compensation for its
services as agreed upon by it and a Majority in Interest of the Limited
Partners. The Liquidator may be removed at any time for reasonable cause by
written notice of removal signed by a Majority in Interest of the Limited
Partners (exclusive of the Interests held by the Liquidator or its Affiliates).
Upon the death, dissolution, removal or resignation of the Liquidator, a
successor and substitute Liquidator (who shall have and succeed to all of the
rights, powers and duties of the original Liquidator) will, within 30 days
thereafter, be appointed by the vote of a Majority in Interest of the Limited
Partners evidenced by written appointment and acceptance. The right to appoint a
successor substitute Liquidator in the manner provided herein shall be recurring
and continuing for so long as the functions and services of the Liquidator are
authorized to continue under the provisions hereof, and every reference herein
to the Liquidator will be deemed to refer also to any successor or substitute
Liquidator appointed in the manner herein provided. Except as expressly provided
in this Article XVI, the Liquidator shall have and may exercise, without further
authorization or consent of any of the parties hereto or their legal
representatives or successors in interest, all of the powers conferred upon the
General Partner under the terms of this Agreement to the extent necessary or
desirable to complete the liquidation and dissolution of the Partnership.
SECTION 16.A.2 APPOINTMENT. If, within 30 days following the date of
dissolution or other time period provided in Section 16.1, a Liquidator or
successor Liquidator has not been appointed in the manner provided therein, any
interested party shall have the right to make application to the then Senior
Judge of the United States District Court for the Southern District of Texas for
appointment of a Liquidator or successor Liquidator, and such Judge, acting as
an individual and not in his judicial capacity, shall be fully authorized and
empowered to appoint and designate a Liquidator or successor Liquidator who
shall have all the powers, duties, rights and authorities of the Liquidator
herein provided.
SECTION 16.A.3 RESERVES. After making payment or provision for payment
of all debts and liabilities of the Partnership and all expenses of liquidation,
the Liquidator may set up cash reserves as he may deem reasonably necessary for
any contingent or unforeseen liabilities or obligations of the Partnership.
SECTION 16.A.4 ALLOCATIONS AND DISTRIBUTIONS. The Partners shall
continue to share distribu tions, profits and losses during the period of
liquidation in accordance with Articles VIII and IX. Upon the winding up and
termination of the business and affairs of the Partnership, the remaining assets
of the Partnership shall be sold as and to the extent the Liquidator determines,
the gains or
-21-
<PAGE>
losses from such sales shall then be allocated to the capital accounts of the
Partners and Assignees, the liabilities and obligations of the Partnership shall
be paid (including any Accrued Preferred Returns) and all of such expenses shall
be charged to the accounts of the Partners and Assignees as required under
applicable federal income tax principles. The General Partner shall then restore
to the Partnership the amount of any Adjusted Capital Account Deficit in its
capital account. Thereafter, the remaining assets of the Partnership shall be
distributed to the Partners and Assignees in accordance with and to the extent
of the positive capital accounts of the Partners and Assignees, after giving
effect to any adjustments required pursuant to Treasury Regulation Section
1.704- 1(b)(2)(iv)(e), and thereafter among the Partner and the Current Limited
Partners and Assignees in accordance with their relative Sharing Ratios. In
order to comply with Treasury Regulation Section 1.704-1(b), all proceeds other
than the reserves retained pursuant to Section 16.3 shall be distributed by the
end of the taxable year of liquidation, or if later, ninety (90) days after the
date of liquidation. To comply with the requirements of the preceding sentence,
the Liquidator may declare that it is holding any of the assets of the
Partnership in a liquidating trust for the benefit of the Partners.
SECTION 16.A.5 FINAL ACCOUNTING. The Liquidator shall, within a
reasonable time following the completion of the liquidation of the Partnership,
provide to each of the Partners and Assignees a statement which shall set forth
the assets and the liabilities of the Partnership as of the date of dissolution
pursuant to Section 15.1, the amount of distributions received by each Partner
pursuant to Section 16.4, and the amount retained as reserves by the Liquidator
pursuant to Section 16.3.
SECTION 16.A.6 DEEMED DISTRIBUTION AND RECONTRIBUTION. Notwithstanding
any other provisions of this Article XVII, in the event the Partnership is
liquidated within the meaning of Treasury Regulation Section
1.704-1(b)(2)(ii)(g) but none of the events described under Section 15.1 has
occurred, the property of the Partnership shall not be liquidated, the
Partnership's liabilities shall not be paid or discharged, and the Partnership's
affairs shall not be wound up. Instead, (i) the Partnership shall be deemed to
have distributed its property in kind to the Partners, subject to all
Partnership liabilities, in accordance with their respective capital accounts,
and (ii) the General Partner shall contribute to the Partnership the negative
balance of its capital account. Immediately thereafter, the Partners shall be
deemed to have recontributed the Partnership property in kind to the
Partnership, which shall be deemed to have assumed and taken subject to all such
liabilities.
ARTICLE XVII.
VOTING BY LIMITED PARTNERS
Meetings of the Limited Partners may be called by the General Partner or
requested by the Limited Partners holding more than twenty percent (20%) of the
Interests (based on relative Sharing Ratios). The General Partner shall, within
fifteen (15) days after its receipt of any such request for a Partners' meeting,
give all Partners written notice of the time, place and purpose of such meeting
which shall be held not less than thirty (30) nor more than sixty (60) days
after the date of mailing of the notice and shall be at a reasonable time and
place. The call will state the nature of the business to be transacted, and no
other business will be considered at the meeting. Any action which may be taken
at a meeting of the Limited Partners may be taken without a meeting if a consent
in
-22-
<PAGE>
writing, setting forth the action so taken, shall be signed by Limited Partners
owning not less than the minimum percentage of Interests that would be necessary
to authorize or take such action at a meeting at which all Limited Partners were
present and voted.
ARTICLE XVIII.
NOTICES
To be effective, all notices and demands under this Agreement must be in
writing and must be given:
i) by depositing the same in the mail, postage prepaid, certified
or registered, return receipt requested,
ii) by prepaid telegram,
iii) by telefax, or
iv) by delivering such notices in person and receiving a signed
receipt therefor.
For purposes of notice, the addresses and telefax numbers of each Partner shall
be as set forth on the page on which it has executed this Agreement. Notices
mailed in accordance with the foregoing shall be deemed to have been given and
made five days following the date so mailed. Any Limited Partner or his assignee
may designate a different address or telefax number to which notices or demands
shall thereafter be directed by written notice given in the manner hereinabove
required and directed to the Partnership at its offices as hereinabove set
forth. The General Partner may designate a different address to which notices or
demands shall thereafter be directed by written notice to the Limited Partners
given in the manner hereinabove required.
ARTICLE XIX.
MISCELLANEOUS
SECTION 19.A.1 INDEPENDENT ACTIVITIES. The General Partner and each
Limited Partner, by entering into this Agreement, have not made themselves
subject to any restrictions or the activities in which they may engage, whether
the same are competitive with the Partnership or otherwise. Neither this
Agreement nor any activity undertaken pursuant hereto shall prevent any Partner
from engaging in such activities, or require any Partner to permit the
Partnership or any Partner to participate in any such activities, and as a
material part of the consideration for the execution of this Agreement by each
Partner, each Partner hereby waives, relinquishes and renounces any such right
or claim of participation. This Section 19.1 shall not be considered to restrict
the obligations the Partners or their Affiliates have to other Partners or their
affiliates pursuant to any other agreement or relationships to which any of them
is a party.
-23-
<PAGE>
SECTION 19.A.2 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties and supersedes any prior agreement or understandings
among them.
SECTION 19.A.3 GOVERNING LAW. This Agreement and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the state of Delaware.
SECTION 19.A.4 SUCCESSORS BOUND. Except as specifically provided
otherwise herein, this Agreement shall be binding upon and inure to the benefit
of the parties and their legal representatives, heirs, administrators,
executors, successors and assigns.
SECTION 19.A.5 CAPTIONS. Captions contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit or extend
the scope or intent of this Agreement or any provision hereof.
SECTION 19.A.6 SEVERABILITY. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.
SECTION 19.A.7 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument.
SECTION 19.A.8 ADDITIONAL DOCUMENTS. Each party hereto agrees to
execute, with acknowledgment or affidavit, if required, any and all documents
and writings which may be necessary or expedient in connection with the creation
of the Partnership and the achievement of its purposes.
SECTION 19.A.9 SECTIONS, EXHIBITS, AND SCHEDULES. Except to the extent
the context specifically indicates otherwise, all references to articles and
sections refer to Articles and Sections of this Agreement, and all references to
exhibits and schedules refer to Exhibits and Schedules attached hereto, each of
which is made a part hereof for all purposes.
-24-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and in the year first above written.
THE GENERAL PARTNER: THE CURRENT LIMITED PARTNERS:
NOCO MANAGEMENT, LTD. A/S BONHEUR, a corporation
a limited liability company formed under the laws of the
formed under the laws of the Kingdom of Norway
state of Texas
By: /S/ BARRY I. MEADE By: /S/ FRIDTHJOV HAAVARDSSON
Printed Name: BARRY I. MEADE Printed Name: FRIDTHJOV HAAVARDSSON
Title: VICE PRESIDENT Title: DIRECTOR
Address: 6814 Northampton Way Address: Fred. Olsens Gate 2
Houston, TX 77055 Oslo 1, Norway
Telefax No: (713) 681-8841 Telefax No: 47-22-41-17-45
A/S GANGER ROLF, a corporation
formed under the laws of the
Kingdom of Norway
By: /S/ FRIDTHJOV HAAVARDSSON
Printed Name: FRIDTHJOV HAAVARDSON
Title: DIRECTOR
Address: Fred. Olsens Gate 2
Oslo 1, Norway
Telefax No: 47-22-41-17-45
-25-
<PAGE>
BREDFORD OIL & GAS L.P., a
Texas limited partnership
formed under the laws of the
state of Texas, U.S.A.
By: BREDFORD CO., INC., a Liberian
corporation which is its sole
general partner
By: /S/ BARRY I. MEADE
Printed Name: BARRY I. MEADE
Title: PRESIDENT
Address: 6814 Northampton Way
Houston, TX 77055
Telefax No: (713) 681-8841
FOUR SEASONS VENTURE CAPITAL AB,
a corporation formed under the laws
of the Kingdom of Sweden
By: /S/ LARS OLOF GUSTAVSSON
Printed Name: LARS OLOF GUSTAVSSON
Title: CHAIRMAN
Address: Sveavagen
S-111 57 Stockholm, Sweden
Telefax No: 468-21-69-95
FOUR SEASONS VENTURE A/S, a
corporation formed under the laws
of the Kingdom of Norway
By: /S/ BIRGER NERGAARD
Printed Name: BIRGER NERGAARD
Title: MANAGAING DIRECTOR
Address: Vika Atrium
Munkedamsveien 45
0250 Oslo 2, Norway
Telefax No: 47-22-83-85-18
-26-
<PAGE>
FRED. OLSEN LIMITED, a corporation
formed under the laws of the United
Kingdom
By: /S/ ROBERT LEGGET
Printed Name: ROBERT LEGGET
Title:
Address: 65 Vincent Square
London SW1P 2RX England
Telefax No: 44-71-931-0616
LOKI A/S, a corporation formed under
the laws of the Kingdom of Norway
By: /S/ ERIK JEBSEN
Printed Name: ERIK JEBSEN
Title: PRESIDENT
Address: Klingenberggt 7
Oslo 1, Norway
Telefax No: 47-22-83-80-90
-27-
<PAGE>
MARELAN INVEST A/S, a corporation
formed under the laws of the Kingdom
of Norway
By: /S/ ERIK JEBSEN
Printed Name: ERIK JEBSEN
Title: CHAIRMAN
Address: Klingenberggt 7
Oslo 1, Norway
Telefax No: 47-22-83-80-90
NEW ERA DEVELOPMENT
CORPORATION, a corporation
formed under the laws of Bermuda
By: /S/ ERLING S. LORENTZEN
Printed Name: ERLING S. LORENTZEN
Title: DIRECTOR
Address: 333 Visconde De Albuequerque
Leblon
Rio de Janeiro, Brazil
Telefax No:5521-294-8842
THE PREFERRED LIMITED PARTNERS:
A/S BORGA, a corporation formed under
the laws of the Kingdom of Norway
By: /S/FRIDTHJOV HAAVARDSSON
Printed Name: FRIDTHJOV HAAVARDSSON
Title: DIRECTOR
Address: Fred. Olsens Gate 2
Oslo 1, Norway
Telefax No: 47-22-41-17-45
-28-
<PAGE>
A/S BORGA II, a corporation formed
under the laws of the Kingdom of Norway
By: /S/ FRIDTHJOV HAAVARDSSON
Printed Name: FRIDTHJOV HAAVARDSSON
Title:
Address: Fred. Olsens Gate 2
Oslo 1, Norway
Telefax No: 47-22-41-17-45
FRED. OLSEN FINANCE LIMITED, a
corporation formed under the laws of
the United Kingdom
By: /S/ ROBERT LEGGET
Printed Name: ROBERT LEGGET
Title:
Address: White House Road
Ipswitch IP1 5LL
Suffolk, England
Telefax No: 444-73-29-22-12
-29-
<PAGE>
EXHIBIT "A"
CURRENT LIMITED PARTNERS
A/S BONHEUR, a corporation
formed under the laws of the
Kingdom of Norway
A/S GANGER ROLF, a corporation
formed under the laws of the
Kingdom of Norway
BREDFORD OIL & GAS L.P., a Texas
limited partnership formed under the
laws of the state of Texas, U.S.A.
FOUR SEASONS VENTURE CAPITAL AB, a
corporation formed under the laws of the
Kingdom of Sweden
FOUR SEASONS VENTURE A/S, a
corporation formed under the laws of the
Kingdom of Norway
FRED. OLSEN LIMITED, a corporation formed
under the laws of the United Kingdom
LOKI A/S, a corporation formed under
the laws of the Kingdom of Norway
MARELAN INVEST A/S, a corporation
formed under the laws of the Kingdom
of Norway
NEW ERA DEVELOPMENT CORPORATION,
a corporation formed under the laws
of Bermuda
-30-
<PAGE>
EXHIBIT "B"
THE PREFERRED LIMITED PARTNERS
A/S BORGA, a corporation formed under
the laws of the Kingdom of Norway
A/S BORGA II, a corporation formed
under the laws of the Kingdom of Norway
FRED. OLSEN FINANCE LIMITED, a
corporation formed under the laws of
the United Kingdom
-31-
<PAGE>
EXHIBIT "C"
INDEBTEDNESS OF NOCO ENTERPRISES, L.P.
TO THE PREFERRED LIMITED PARTNERS
A/S BORGA $7,030,871.40
A/S BORGA II $7,030,871.40
FRED. OLSEN FINANCE LIMITED $3,560,588.63
-32-
<PAGE>
EXHIBIT "D"
NAME OF LIMITED PARTNERS PRE-CONVERSION SHARING RATIOS
A/S BONHEUR 13.4520%
A/S GANGER ROLF 13.4520%
BREDFORD OIL & GAS L.P. 7.8185%
FOUR SEASONS VENTURE CAPITAL AB 3.4295%
FOUR SEASONS VENTURE A/S 6.0610%
FRED. OLSEN LIMITED 8.0465%
LOKI A/S 5.3675%
MARELAN INVEST A/S 5.3675%
NEW ERA DEVELOPMENT CORPORATION 13.0055%
A/S BORGA 2.0000%
A/S BORGA II 2.0000%
FRED. OLSEN FINANCE LIMITED 1.0000%
NOCO MANAGEMENT, LTD 19.0000%
-33-
EXHIBIT 99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Callon Petroleum Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
13123X102
- --------------------------------------------------------------------------------
(CUSIP Number)
Barry I. Meade
NOCO Management, Ltd.
6814 Northampton Way
Houston, Texas 77055
(713) 681-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 16, 1994
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 20 Pages
<PAGE>
CUSIP No. 13123X102
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NOCO Enterprises, L.P.
76-0369653
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power -0-
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0-
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power -0-
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- --------------------------------------------------------------------------------
(14) Type of Reporting Person PN
Page 2 of 20 Pages
<PAGE>
CUSIP No. 13123X102
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NOCO Properties, Inc.
76-0369651
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power -0-
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0-
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power -0-
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- --------------------------------------------------------------------------------
(14) Type of Reporting Person CO
Page 3 of 20 Pages
<PAGE>
CUSIP No. 13123X102
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NOCO Holdings, L.P.
51-0340938
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power -0-
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0-
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power -0-
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- --------------------------------------------------------------------------------
(14) Type of Reporting Person PN
Page 4 of 20 Pages
<PAGE>
CUSIP No. 13123X102
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NOCO Management, Ltd.
76-0369652
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Texas
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 1,984,758 Shares
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power 1,984,758 Shares
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power -0-
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,758 Shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
35.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person OO
Page 5 of 20 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is common
stock, par value $.01 per share (the "Common Stock"), of Callon Petroleum
Company (formerly Callon Petroleum Holding Company), a Delaware corporation (the
"Company"). The address of the principal executive offices of the Company is 200
North Canal Street, P.O. Box 1287, Natchez, Mississippi 39120.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by NOCO Enterprises, L.P., a Delaware
limited partnership ("NOCO Enterprises"), NOCO Properties, Inc., a Delaware
corporation and the general partner of NOCO Enterprises ("NOCO Properties"),
NOCO Holdings, L.P., a Delaware limited partnership and the owner of all of the
outstanding capital stock of NOCO Properties and of the entire limited
partnership interest in NOCO Enterprises ("NOCO Holdings"), and NOCO Management,
Ltd., a Texas limited liability company and the general partner of NOCO Holdings
("NOCO Management" and together with NOCO Enterprises, NOCO Properties and NOCO
Holdings, the "NOCO Entities"). The principal business of NOCO Enterprises is
holding and managing its investment in the Company. The principal business of
NOCO Properties is acting as general partner of NOCO Enterprises. The principal
business of NOCO Holdings is holding the limited partnership interest in NOCO
Enterprises and the stock of NOCO Properties. The principal business of NOCO
Management is acting as general partner of NOCO Holdings. Pursuant to the
partnership agreement of NOCO Enterprises, a copy of which has been filed as
Exhibit A hereto and is incorporated herein by reference, NOCO Properties has
the right to control NOCO Enterprises as its general partner, subject to certain
exceptions specified in such partnership agreement. Pursuant to the partnership
agreement of NOCO Holdings, a copy of
Page 6 of 20 Pages
<PAGE>
which has been filed as Exhibit B hereto and is incorporated herein by
reference, NOCO Management has the right to control NOCO Holdings as its general
partner, subject to certain exceptions specified in such partnership agreement.
Information with respect to the executive officers and directors of NOCO
Properties and the executive officers and members of NOCO Management, including
name, business address, present principal occupation or employment and the
organization in which such employment is conducted, and their citizenship is
listed on the schedule attached hereto as Schedule I, which is incorporated in
this Schedule 13D by reference. The address of the principal business and office
of each of the NOCO Entities is 6814 Northampton Way, Houston, Texas 77055.
During the last five years, none of the NOCO Entities or, to the best of each of
the NOCO Entities' knowledge, any executive officer or director of NOCO
Properties or any executive officer or member of NOCO Management has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4, Purpose of Transaction, and Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
ITEM 4. PURPOSE OF TRANSACTION
On September 16, 1994, the Company issued 1,984,758 shares of
Common Stock to NOCO Enterprises pursuant to an Agreement and Plan of
Consolidation, dated August 1, 1994 (the "Consolidation Agreement"), among
Callon Consolidated Partners, L.P., a Delaware limited
Page 7 of 20 Pages
<PAGE>
partnership ("CCP"), the Company, Callon Petroleum Operating Company (formerly
Callon Petroleum Company), a Delaware corporation ("Callon Petroleum"), CN
Resources, a Texas general partnership ("CN" and collectively with the Callon
Petroleum and CCP, the "Constituent Entities"), and Wilcox Energy Company, a
Mississippi corporation. Also, pursuant to the Consolidation Agreement, NOCO
Enterprises entered into a Stockholders' Agreement (the "Stockholders'
Agreement") dated September 16, 1994, with the Company and certain members of
the Callon family that are parties to such agreement (the "Callon Family") and a
Registration Rights Agreement, dated September 16, 1994, with the Company (the
"Registration Rights Agreement"). For a description of the Consolidation
Agreement, the Stockholders' Agreement and the Registration Rights Agreement,
see Item 6, Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The NOCO Entities will review on a continuous basis their
investment in the Common Stock and the Company's business affairs and financial
condition, as well as conditions in the securities markets and general economic
and industry conditions. The NOCO Entities may in the future take such actions
in respect of its investment in the Common Stock as they deem appropriate in
light of the circumstances existing from time to time. Currently, these actions
include continuing to hold the shares it now beneficially owns or disposing of
shares. Such dispositions could be effected in private transactions, through a
public offering or, upon compliance with the rules under the Securities Act of
1933, as amended (the "Securities Act"), in the open market. In a letter of
transmittal dated September 16, 1994 of NOCO Enterprises (the "Letter of
Transmittal"), a copy of which has been filed as Exhibit C hereto and is
incorporated herein by reference, delivered pursuant to the Consolidation
Agreement, NOCO Enterprises agreed not to sell the shares of Common Stock
received pursuant to the Consolidation Agreement
Page 8 of 20 Pages
<PAGE>
until 180 days after the closing of the Subsequent Offering (as defined in the
August 12, 1994 Proxy Statement/Prospectus of the Company relating to the
Consolidation) provided that the Subsequent Offering closes on or prior to
December 31, 1994. Dispositions by the NOCO Entities and certain of their
transferees are also restricted by the terms of the Stockholders' Agreement
described in Item 6 hereof. Additionally, it is possible that the NOCO Entities
could seek to acquire additional shares, although they have no current plans to
do so. Any acquisition of shares could be effected in the open market, in
privately negotiated transactions, or otherwise. Shares may be transferred from
time to time among the NOCO Entities and the partners of NOCO Holdings. However,
in the Letter of Transmittal, NOCO Enterprises agreed with the Company not to
make any such distribution to its partners for one year following the date of
the Letter of Transmittal. Any sales, purchases or transfers or other actions
described herein may be made at any time without further prior notice. In
reaching any conclusion as to the foregoing matters, NOCO Enterprises will take
into consideration various factors, such as the Company's business and
prospects, other developments concerning the Company, the obligations of and
other business opportunities available to NOCO Enterprises and the other NOCO
Entities, developments with respect to the NOCO Entities' businesses, general
economic conditions, the market price for shares of Common Stock and stock
market conditions.
Fred. Olsen Finance, Ltd., A/S Borga and A/S Borga II (the "NOCO
Debtholders") are currently the holders of approximately $4 millon, $7 million
and $7 million of outstanding debt of NOCO Enterprises as of September 16, 1994.
Such companies are subsidiaries of Fred. Olsen Limited, A/S Ganger Rolf and A/S
Bonheur, each of which is a limited partner of NOCO Holdings. John C. Wallace is
the Chairman of Fred. Olsen Limited and a director of A/S Bonheur and A/S Ganger
Rolf as well as other companies associated with Fred. Olsen interests. A/S
Page 9 of 20 Pages
<PAGE>
Bonheur and A/S Ganger Rolf are both publicly traded Norwegian corporations that
are primarily engaged in the shipping business. Fred. Olsen Limited is a
London-based corporation and is primarily engaged in the business of shipping
and property development. Prior to the Consolidation, NOCO Enterprises' debt was
secured by its partnership interest in CN. This security interest was released
by the NOCO Debtholders prior to the closing of the Consolidation. NOCO
Enterprises currently intends to pledge the shares of Common Stock received
pursuant to the Consolidation Agreement (other than those covered by the Option
Agreement described in Item 6 below) to the NOCO Debtholders, pro rata, as
security for such debt. It is possible that a substantial portion of such debt
will in the future be converted into preferred partnership interests in either
NOCO Holdings or NOCO Enterprises. NOCO Enterprises may also seek to satisfy all
or a portion of its debt obligation to the NOCO Debtholders by distributing
shares of Common Stock to the NOCO Debtholders or by causing shares of Common
Stock to be sold and distributing proceeds to the NOCO Debtholders.
Except as set forth above and in Item 6, Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer, the
NOCO Entities have no present plans or proposals which relate to or would result
in any of the actions described in subparagraphs (a) through (h) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of September 16, 1994, NOCO Enterprises beneficially owned an
aggregate of 1,984,758 shares of Common Stock (approximately 35.0% of the
5,670,000 shares outstanding, determined by reference to the approximately
5,670,000 shares of Common Stock the Company reported would be outstanding
following the Consolidation in the August 12, 1994 Proxy Statement/Prospectus of
the Company relating to the Consolidation).
Page 10 of 20 Pages
<PAGE>
Under the Stockholders' Agreement, a group consisting of the NOCO
Entities and the members of the Callon Family may be deemed to have been formed
pursuant to Rule 13d- 5(b)(1) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Such group would be deemed to have
beneficial ownership, for purposes of Sections 13(g) and 13(d) of the Exchange
Act, of all equity securities of the Company beneficially owned by such parties.
Such parties would, as of September 16, 1994 be deemed to beneficially own an
aggregate of 3,886,727 shares of Common Stock or approximately 68.5% of the
foregoing total number of shares reported to be outstanding (based in part on
information provided by the Company).
The NOCO Entities believe, based upon information provided to
them by the Company, that the number and percentage of shares of Common Stock
beneficially owned by of the parties to the Stockholders' Agreement other than
NOCO Enterprises are set forth on Schedule II hereto. The aggregate number and
percentage of shares of Common Stock beneficially owned by the Callon Family is
1,901,969 shares and 33.5%. The NOCO Entities disclaim beneficial ownership of
the shares of Common Stock owned by the Callon Family and the existence of a
group with the Callon Family.
Except as set forth in this Schedule 13D, to the best of each of
the NOCO Entities' knowledge, none of the NOCO Entities nor the persons listed
in Schedule I have effected any transaction in Common Stock during the past
sixty days, except that an option to purchase 5,000 shares of Common Stock has
been issued by the Company to each of John C. Wallace and B.F. Weatherly
pursuant to the Company's 1994 Stock Incentive Plan. Such options are
immediately exercisable at a purchase price of $13 3/4 per share and expire ten
years from the date of their issuance.
Page 11 of 20 Pages
<PAGE>
Pursuant to the Consolidation Agreement, NOCO Enterprises may be
entitled to receive additional shares of Common Stock based on the number of
shares of Common Stock issued with respect to fractional shares in connection
with the Consolidation.
NOCO Management exercises both sole voting power with respect to
the Common Stock held by NOCO Enterprises (subject to the Stockholders'
Agreement), and the sole power to dispose or direct the disposition of such
Common Stock.
The management of NOCO Management is vested in its four members.
Such members may be deemed to share the power to vote and dispose of the Common
Stock owned by NOCO Enterprises and thereby to be the beneficial owner of such
Common Stock; such beneficial ownership, however, is disclaimed by such persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described in this statement or in the documents
referred to herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 of this
statement or between such persons and any person with respect to any securities
of the Company.
Pursuant to the Consolidation Agreement, the business and
properties of the Constituent Entities were combined with the Company in three
simultaneous transactions (collectively, the "Consolidation"): (i) CCP was
merged into the Company and each unit of limited partner interest in CCP was
converted into the right to receive one-third of a share of Common Stock; (ii)
holders of capital stock of Callon Petroleum exchanged such capital stock for an
aggregate of 1,892,257 shares of Common Stock, resulting in Callon Petroleum
becoming a wholly owned subsidiary of the Company; and (iii) NOCO Enterprises
exchanged its general
Page 12 of 20 Pages
<PAGE>
partner interest in CN for 1,984,758 shares of Common Stock, resulting in CN
becoming directly and indirectly wholly owned by the Company.
The Stockholders' Agreement provides that members of the Callon
Family and NOCO Enterprises agree (i) to vote for two directors nominated by the
other party; (ii) not to transfer their shares of Common Stock in connection
with or support a transaction involving a Change of Control or a Fundamental
Change (each as defined in the Stockholders' Agreement) without the consent of
the other party; and (iii) that neither NOCO Enterprises on the one hand nor the
members of Callon Family on the other hand will sell Common Stock without first
offering it to the other, except in limited circumstances. This right of first
refusal does not apply in certain circumstances, including certain dispositions
pursuant to Rule 144, underwritten offerings, dispositions to persons that
following the acquisition would be the beneficial owner of less than 5% of the
outstanding Common Stock and dispositions made with the consent of the other
party. The transferee in such dispositions would generally not be required to be
subject to the Stockholders' Agreement. The right of first refusal also does not
apply to certain dispositions to other parties to the Stockholders' Agreement,
certain dispositions to persons affiliated with or directly or indirectly
holding interests in NOCO Holdings, NOCO Enterprises and NOCO Management,
entities that are affiliated with a party to the Stockholders' Agreement and
certain family members and trusts and dispositions pursuant to the options
described below in this Item 6. The transferees in these dispositions would
generally remain subject to the Stockholders' Agreement.
The current directors of the Company are John C. Callon, Fred L.
Callon, Dennis W. Christian, John C. Wallace and B. F. Weatherly. Prior to the
Consolidation, the Company's sole stockholder appointed John S. Callon and Fred
L. Callon to the Board of Directors of the
Page 13 of 20 Pages
<PAGE>
Company. John C. Wallace, B. F. Weatherly and Dennis W. Christian were appointed
to the Board of Directors of the Company subsequent to the Consolidation. Thus,
although not elected pursuant to the Stockholders' Agreement, Messrs. John and
Fred Callon were appointed by the Callon Family and Messrs. Wallace and
Weatherly were appointed by NOCO Enterprises. The provisions of the
Stockholders' Agreement will be operative at the next annual meeting of the
Company or sooner in the event of a vacancy to be filled by a vote of the
stockholders of the Company.
The Registration Rights Agreement requires that the Company
register Common Stock owned by NOCO Enterprises with the Securities and Exchange
Commission (the "Commission") for sale to the public in a firm commitment public
offering, and to include shares owned by it in registration statements filed by
the Company with the Commission covering the sale of shares of Common Stock
except in certain circumstances. Members of the Callon Family have entered into
a substantially similar agreement with the Company. The Company will pay all
costs (excluding underwriting discounts and commissions) of the first two demand
registrations under the registration rights agreement with NOCO Enterprises,
one-half of the costs of the third demand registration and NOCO Enterprises will
pay all costs of any subsequent registrations. NOCO Enterprises will not be
responsible for costs of registrations not demanded by it. The Company has
agreed not to effect any public sale (including by registering securities held
by others) of any securities of the same class being registered by NOCO
Enterprises for certain specified periods prior to and following the effective
date of registration statements under which NOCO Enterprises is selling
securities. NOCO Enterprises and members of the Callon Family have each
similarly agreed not to effect sales of securities during periods prior to and
following the effective date of
Page 14 of 20 Pages
<PAGE>
registration statements demanded by each of them under their respective
registration rights agreements.
Pursuant to three Stock Option Agreements, each dated August 31,
1994 (the "Option Agreements"), NOCO Enterprises granted options for 180,000,
70,000 and 18,000 shares of Common Stock to Fred. Olsen, Petter Olsen and New
Era Development Corporation, a Bermuda corporation, respectively, with each
option being exercisable during the two-year period beginning on the first
anniversary of the effective date of the Consolidation at a purchase price equal
to 175% of the average closing trading prices of the Common Stock during the
20-day period beginning on the effective date of the Consolidation.
The foregoing are summaries of certain provisions of the
Consolidation Agreement, the Stockholders' Agreement, the Registration Rights
Agreement and the Option Agreements, copies of which have been filed as Exhibits
D, E, F and G-1, G-2 and G-3, respectively, hereto and are incorporated by
reference herein; and such summaries are qualified by, and subject to, the more
complete information contained in such agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Agreement of Limited Partnership of NOCO Enterprises,
L.P. dated April 14, 1992 (with amendments).
Exhibit B. Agreement of Limited Partnership of NOCO Holdings,
L.P. dated April 14, 1992 (with amendments).
Exhibit C. Letter of Transmittal, dated September 16, 1994, of
NOCO Enterprises, L.P.
Page 15 of 20 Pages
<PAGE>
Exhibit D. Agreement and Plan of Consolidation, dated August 1,
1994, by and among Callon Consolidated Partners, L.P., Callon Petroleum Holding
Company, Callon Petroleum Company, CN Resources and Wilcox Energy Company.
Exhibit E. Stockholders' Agreement, dated September 16, 1994,
between Callon Petroleum Holding Company and the stockholders of Callon
Petroleum Holding Company party thereto.
Exhibit F. Registration Rights Agreement, dated September 16,
1994, by and between Callon Petroleum Holding Company and NOCO Enterprises, L.P.
Exhibit G-1. Stock Option Agreement, dated August 31, 1994,
between NOCO Enterprises, L.P. and Fred. Olsen.
Exhibit G-2. Stock Option Agreement, dated August 31, 1994,
between NOCO Enterprises, L.P. and Petter Olsen.
Exhibit G-3. Stock Option Agreement, dated August 31, 1994,
between NOCO Enterprises, L.P. and New Era Development Corporation.
Page 16 of 20 Pages
<PAGE>
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Date: September 23, 1994.
NOCO ENTERPRISES, L.P., by
NOCO Properties, Inc., its general partner
By: /S/ BARRY I. MEADE
Name: Barry I. Meade
Title: Vice President
NOCO PROPERTIES, INC.
By: /S/ BARRY I. MEADE
Name: Barry I. Meade
Title: Vice President
NOCO HOLDINGS, L.P., by NOCO
Management, Ltd., its general partner
By: /S/ BARRY I. MEADE
Name: Barry I. Meade
Title: Vice President
NOCO MANAGEMENT, LTD.
By: /S/ BARRY I. MEADE
Name: Barry I. Meade
Title: Vice President
Page 17 of 20 Pages
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF NOCO PROPERTIES, INC.
<TABLE>
<CAPTION>
Name Present Principal
and Position Occupation or Employment Business Address Citizenship
- ------------ ------------------------ ---------------- -----------
<S> <C> <C> <C>
B.F. Weatherly; Vice President and Chief Belmont Constructors, USA
Director and Financial Officer of Belmont Inc.
President Constructors, Inc. 2400 West Loop South
Suite 150
Houston, TX 77027
Barry I. Meade; Certified Public Accountant; Barry I. Meade
Director, Executive officer of various CERTIFIED PUBLIC
Vice President, companies (including those ACCOUNTANT
Secretary and associated with Fred. Olsen 6814 Northampton Way
Treasurer interests) and active partner Houston, TX 77055 USA
in various partnerships and
limited liability companies
</TABLE>
Page 18 of 20 Pages
<PAGE>
SCHEDULE I
MEMBERS AND EXECUTIVE OFFICERS OF NOCO MANAGEMENT, LTD.
<TABLE>
<CAPTION>
Name Present Principal
and Position Occupation or Employment Business Address Citizenship
- ------------ ------------------------ ---------------- -----------
<S> <C> <C> <C>
B.F. Weatherly; Vice President and Chief Belmont Constructors, USA
Member and Financial Officer of Belmont Inc.
President Constructors, Inc. 2400 West Loop South
Suite 150
Houston, TX 77027
Barry I. Meade; Certified Public Accountant; Barry I. Meade USA
Member, Vice Executive officer of various CERTIFIED PUBLIC
President, companies (including those ACCOUNTANT
Secretary and associated with Fred. Olsen 6814 Northampton Way
Treasurer interests) and active partner Houston, TX 77055
in various partnerships and
limited liability companies
J.C. Wallace; Chairman of Fred. Olsen Fred. Olsen Limited Canada
Member and Limited 65 Vincent Square
Vice President London, SW1P 2RX,
England
R.O. Wilson; Chairman and Chief Belmont Constructors, Inc. USA
Member Executive Officer of Belmont 2400 West Loop South
Constructors, Inc. Suite 150
Houston, TX 77027
</TABLE>
Page 19 of 20 Pages
<PAGE>
SCHEDULE II
Number
Name of Shares Percentage
---- --------- ----------
John S. Callon 179,749 3.1%
Betty R. Callon 86,131 1.5
Dorothy Cameron Callon Daniels 108,112 1.9
Shane Cavin McArthur 45,674 .8
Carol A. Callon Fuqua 147,588 2.6
D. Cane Callon 83,328 1.5
Susan W. Callon 785 *
John Chase Callon 30,095 .5
Lesa Carol Callon 40,085 .7
Fred L. Callon 651,544 11.6
Anna Chase Callon 69,061 1.2
Karen G. Callon 25,638 .5
Sim C. Callon, Jr. 280,036 4.9
Sim C. Callon 30,938 .5
Vera D. Callon 78,499 1.4
Debbie W. Callon 19,608 .3
Tracy Lynette Callon 25,098 .4
* Less than .1%
Page 20 of 20 Pages
