<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Flotek Industries, Inc.
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
34339C 10 4
(Cusip Number)
Mr. Walter Roach
3900 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
(214) 922-0135
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
**The total number of shares of Stock reported herein is 14,350,000 shares,
which constitutes approximately 25.1% of the 57,180,795 shares deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Except as otherwise
stated herein, all ownership percentages set forth herein assume that there are
43,180,795 shares of Stock outstanding.
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1. Name of Reporting Person:
TOSI, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - See Item 3.
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
14,000,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ X /
13. Percent of Class Represented by Amount in Row (11): 24.5% (2)
14. Type of Reporting Person: PN
2
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- ------------
(1) Assumes exercise of all of the Warrants and conversion of all of the
original principal amount of the Loan into shares of the Stock. See
Item 6.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 57,180,795 shares of the Stock outstanding.
3
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1. Name of Reporting Person:
Pitman Property Corp.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
14,000,000 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ X /
13. Percent of Class Represented by Amount in Row (11): 24.5% (3)
14. Type of Reporting Person: CO
4
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- ------------
(1) Solely in its capacity as the sole general partner of TOSI, L.P.
(2) Assumes exercise of all of the Warrants and conversion of all of the
original principal amount of the Loan into shares of the Stock. See
Item 6.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
57,180,795 shares of the Stock outstanding.
5
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1. Name of Reporting Person:
J. W. Beavers, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
14,000,000 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ X /
13. Percent of Class Represented by Amount in Row (11): 24.5% (3)
14. Type of Reporting Person: IN
6
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- ------------
(1) Solely in his capacity as the President of Pitman Property Corp.,
which is the sole general partner of TOSI, L.P.
(2) Assumes exercise of all of the Warrants and conversion of all of the
original principal amount of the Loan into shares of the Stock. See
Item 6.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
57,180,795 shares of the Stock outstanding.
7
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1. Name of Reporting Person:
David S. Hunt
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: See Item 3.
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 350,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 350,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
350,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ X /
13. Percent of Class Represented by Amount in Row (11): 0.8%
14. Type of Reporting Person: IN
8
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned hereby amend their Schedule 13D Statement dated November 10, 1997,
relating to the common stock, no par value per share (the "Stock"), of Flotek
Industries, Inc., an Alberta corporation (the "Issuer").
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) hereby is amended in its entirety to read as follows:
(a)
TOSI
The aggregate number of shares of the Stock that TOSI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 14,000,000, which
constitute approximately 24.5% of the 57,180,795 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act.
Pitman
Because of its position as the sole general partner of TOSI, Pitman
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
an aggregate of 14,000,000 shares of the Stock, which constitute approximately
24.5% of the 57,180,795 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i) of the Act.
JWB
Because of his position as President and controlling person of the
sole general partner of TOSI, JWB may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of an
9
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aggregate of 14,000,000 shares of the Stock, which constitute approximately
24.5% of the 57,180,795 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i) of the Act.
DSH
Pursuant to Rule 13d-3 of the Act, DSH beneficially owns 350,000
shares of the Stock, which constitutes approximately 0.8% of the outstanding
shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b) - (e)
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 hereby partially is amended by adding at the end thereof the
following:
On November 2, 1998, to be effective as of October 16, 1998, the
Issuer, the Subsidiaries and TOSI entered into an Agreement for Extension and
Amendment of Loan Agreement, Promissory Note and Warrant, which is filed
herewith as Exhibit 10.5 (the "Extension Agreement"). The description that
follows of the Extension Agreement is not, and does not purport to be,
complete, and is qualified in its entirety by reference to such Exhibit 10.5.
Pursuant to the Extension Agreement and subject to the terms and
conditions set forth therein, (a) the maturity date of the Note has been
extended to January 14, 1999, (b) the expiration date of the Warrants has been
extended until October 16, 1999, subject, however, to the approval of the
Vancouver Stock Exchange, (c) interest under the Note will be due and payable
monthly, (d) the Issuer and the Subsidiaries have released TOSI from any and
all claims relating to the Loan Agreement, the Note, the Security Instruments
(as defined in the Loan Agreement) and the Guaranties (as defined in the Loan
Agreement) and (e) each of the following shall constitute an "Event of Default"
under Section 6.01(c) of the Loan Agreement: (i) the Issuer's failure to obtain
necessary approvals from the Vancouver Stock Exchange on or before December 2,
1998, (ii) the failure by the Issuer or any Subsidiary timely to comply with
each of its covenants set forth in the Extension Agreement and (iii) the breach
by the Issuer or by any Subsidiary of any of its representations or warranties
set forth in the Extension Agreement. The Issuer has agreed to pay on demand
all of TOSI's out-of-pocket expenses in connection with the Extension Agreement
and the transactions contemplated thereby, including attorneys' fees and costs
and expenses relating to the preparation and filing of this Amendment No. 1 to
Schedule 13D Statement, and that such amounts shall constitute "Indebtedness"
within the meaning of the Loan Agreement, the Security Instruments and the
Guaranties.
10
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Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no other contracts, arrangements, understandings or
relationships with respect to the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 hereby is amended in its entirety to read as follows:
Exhibit 10.1 -- Convertible Loan Agreement
Exhibit 10.2 -- Registration Rights Agreement
Exhibit 10.3 -- Lock-Up Agreement
Exhibit 10.4 -- Warrants
Exhibit 10.5 -- Agreement for Extension and Amendment of Loan Agreement,
Promissory Note and Warrant dated November 2, 1998, to be
effective as of October 16, 1998, by and among Flotek
Industries, Inc., Petrovalve International, Inc., Petrovalve,
Inc., Turbeco, Inc., USA Petrovalve, Inc. and TOSI, L.P.
Exhibit 24.1 -- Power of Attorney of TOSI, L.P.
Exhibit 24.2 -- Power of Attorney of Pitman Property Corp.
Exhibit 24.3 -- Power of Attorney of J. W. Beavers, Jr.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii)
11
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 9, 1998
/s/ David S. Hunt
------------------------------------
David S. Hunt, Individually and as
attorney-in-fact for:
TOSI, L.P. (1)
PITMAN PROPERTY CORP. (2)
J. W. BEAVERS, JR. (3)
(1) A power of attorney authorizing David S. Hunt to act on behalf of
TOSI, L.P. previously has been filed with the Commission.
(2) A power of attorney authorizing David S. Hunt to act on behalf of
Pitman Property Corp. previously has been filed with the Commission.
(3) A power of attorney authorizing David S. Hunt to act on behalf of J.
W. Beavers, Jr. previously has been filed with the Commission.
12
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
10.1 Convertible Loan Agreement, previously filed as Exhibit
99.2 with the Schedule 13D Statement dated November 10,
1997.
10.2 Registration Rights Agreement, previously filed as Exhibit
99.3 with the Schedule 13D Statement dated November 10,
1997.
10.3 Lock-Up Agreement, previously filed as Exhibit 99.4 with
the Schedule 13D Statement dated November 10, 1997.
10.4 Warrants, previously filed as Exhibit 99.5 with the
Schedule 13D Statement dated November 10, 1997.
10.5 Agreement for Extension and Amendment of Loan Agreement,
Promissory Note and Warrant dated November 2, 1998, to be
effective as of October 16, 1998, by and among Flotek
Industries, Inc., Petrovalve International, Inc.,
Petrovalve, Inc., Turbeco, Inc., USA Petrovalve, Inc. and
TOSI, L.P., filed herewith.
24.1 Power of Attorney of TOSI, L.P., previously filed with the
Schedule 13D Statement dated November 10, 1997.
24.2 Power of Attorney of Pitman Property Corp., previously
filed with the Schedule 13D Statement dated November 10,
1997.
24.3 Power of Attorney of J. W. Beavers, Jr., previously filed
with the Schedule 13D Statement dated November 10, 1997.
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
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EXHIBIT 10.5
AGREEMENT FOR EXTENSION AND AMENDMENT OF LOAN
AGREEMENT, PROMISSORY NOTE AND WARRANT
This Agreement for Extension and Amendment of Loan Agreement,
Promissory Note and Warrant is made on November 2, 1998, to be effective as of
October 16, 1998, by and among Flotek Industries, Inc., an Alberta corporation
("Borrower"), Petrovalve International, Inc., an Alberta corporation,
Petrovalve, Inc., a Delaware corporation, Turbeco, Inc., a Texas corporation,
and USA Petrovalve, Inc., a Texas corporation (each a "Guarantor"), and TOSI,
L. P., a Texas limited partnership ("Lender").
WHEREAS, under and by virtue of that certain Promissory Note dated
October 16, 1997, in the principal amount of SEVEN HUNDRED FIFTY THOUSAND AND
NO/100 UNITED STATES DOLLARS (US$750,000.00) (the "Note") and that certain
Convertible Loan Agreement dated as of October 16, 1997 between Borrower and
Lender (the "Loan Agreement"), Borrower is indebted to Lender in the principal
amount of the Note and accrued but unpaid interest thereon, as well as for
certain other amounts as specified in the Loan Agreement, including without
limitation the amounts specified in Section 4.05 thereof;
WHEREAS, the Note matured on October 16, 1998; and
WHEREAS, Borrower has requested that Lender extend the maturity date
of the Note and Lender is willing to do so on the terms and conditions set
forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which the parties hereby acknowledge, the parties hereby agree
as follows:
1. The maturity date of the Note hereby is extended to January 14,
1999, on which date the Note shall be due and payable in full.
2. Borrower acknowledges and agrees that, as of the effective date
hereof, the principal sum of US$750,000.00 and accrued but unpaid interest on
the Note of US$3,333.33 (the "Accrued Interest"), as well as certain other
amounts as specified in the Loan Agreement, including without limitation the
amounts specified in Section 4.05 thereof, are due and owing on the Note, and
that there are no offsets or defenses to the Indebtedness, or any part thereof,
or any claim or counterclaim against Lender arising therefrom.
3. Simultaneously with the execution and delivery of this Agreement,
Borrower shall pay to Lender in cash (a) all Accrued Interest and (b) $6,859.35
towards the payment of the Lender Expenses.
4. From and after the effective date hereof, interest under the Note
shall be due and payable monthly in arrears on the first day of each calendar
month.
Agreement for Extension and Amendment of Loan Agreement, Promissory Note and
Warrant As of October 16, 1998 - Page 1 of 6
<PAGE> 2
5. Borrower agrees that the liens evidenced by the Security
Instruments, as well as each and every right, title, claim, equity, lien and
security interest securing payment of the Indebtedness, are hereby renewed,
extended and continued in full force and effect to secure payment of the
Indebtedness (including without limitation the Indebtedness evidenced by the
Note as amended and extended hereby). All liens and security interests held by
Lender (including without limitation under any of the Security Instruments)
shall remain first and prior liens and security interests securing payment of
the Indebtedness.
6. The Guarantors heretofore have guaranteed payment of the
Indebtedness (as such term is defined in the applicable Guaranty) and, by its
execution and delivery hereof, each of the Guarantors consents unconditionally
and irrevocably to the terms and conditions of this Agreement. Each Guarantor
further acknowledges and agrees that there are no existing claims, defenses,
counterclaims or rights of setoff whatsoever with respect to its Guaranty.
7. Each of Borrower and each Guarantor hereby reaffirms to Lender each
and every representation and warranty made by it in (as applicable) the Loan
Agreement, each Security Instrument, each Guaranty and each other document
contemplated thereby, with the same force and effect as if each such
representation and warranty were separately stated herein and made as of the
date hereof.
8. Each of Borrower and each Guarantor, on its own behalf and on
behalf of its affiliates, successors and assigns (each a "Releasing Party"),
hereby unconditionally, finally and forever releases, compromises and
discharges, to the fullest extent allowed by law, Lender and its partners and
each of their respective partners, directors, officers, employees, members,
trustees, beneficiaries, affiliates, agents and representatives (each a
"Released Party") from and against any and all liabilities, obligations,
claims, causes of action, debts, damages (including, without limitation,
special, incidental, indirect or consequential damages, damages for loss of
business profits, business interruption and loss of business information),
losses, penalties, fines, disputes, agreements, understandings, costs and
expenses (including, without limitation, attorneys' fees, court costs and costs
of investigation) of each and every kind whatsoever, whether absolute or
contingent, known or unknown, at any time on or prior to the date hereof,
directly or indirectly arising from, based upon, relating to or in connection
with the Loan Agreement, the Note, the Indebtedness, the Guaranties or the
Security Instruments or any transaction contemplated by any of them, including
without limitation any claim of breach of fiduciary duty, breach of any duty of
fair dealing, breach of funding commitment, breach of confidence, undue
influence, duress, economic coercion, conflict of interest, negligence, bad
faith, malpractice, usury, violations of the Racketeer Influenced and Corrupt
Organizations Act, intentional or negligent infliction of mental or emotional
duress or distress, tortious interference with contractual relations, breach of
contract, deceptive trade practice, slander, libel or conspiracy (each a
"Claim"). Each of Borrower and each Guarantor hereby (a) acknowledges and
agrees that the release set forth in the immediately-preceding sentence is
supported by sufficient and adequate consideration received by it under this
Agreement, (b) represents and warrants, jointly and severally, to each Released
Party that neither
Agreement for Extension and Amendment of Loan Agreement, Promissory Note and
Warrant As of October 16, 1998 - Page 2 of 6
<PAGE> 3
it nor any other Releasing Party has assigned or transferred, in whole or in
part, any Claim to any Person and (c) agrees unconditionally to indemnify,
defend and hold harmless in full each Released Party from and against any and
all Claims.
9. Subject to the provisions of Section 10 below, (a) each and every
reference in the Warrant to "October 16, 1998" is hereby amended to read
"October 16, 1999" and (b) Section 1 of Schedule 2.04 of the Loan Agreement
hereby is amended by deleting the words "the maturity date of the Note" and
adding in their place the words "the date that the original principal amount of
the Note is paid in full."
10. Notwithstanding anything in this Agreement to the contrary, the
parties understand that the amendment to and extension of the Warrant effected
by Section 9(a) above (the "Warrant Amendment"), and the amendment and
extension of the period within which Lender may convert the principal amount of
the Loan into common shares of Borrower effected by Section 9(b) above (the
"Loan Conversion Extension"), are subject to the approval of the Vancouver
Stock Exchange ("VSE Approval"), and that VSE Approval has not yet been
obtained. In light of the above, Borrower and Lender understand and agree that
neither the Warrant Amendment nor the Loan Conversion Extension shall be of any
force or effect unless and until VSE Approval has been obtained.
11. Each of the following shall constitute an Event of Default under
Section 6.01(c) of the Loan Agreement:
(a) Borrower's failure to obtain unqualified VSE Approval on or
before December 2, 1998;
(b) The failure by Borrower or by any Guarantor timely to comply with
each of its covenants set forth in this Agreement; and
(c) The breach by Borrower or by any Guarantor of any of its
representations or warranties set forth in this Agreement.
12. Each of Borrower and each Guarantor agrees upon request to execute
and deliver to Lender any and all such additional documents and instruments as
Lender may deem necessary or appropriate to carry out the purposes and intent
of this Agreement.
13. Each of Borrower and each Guarantor acknowledges and agrees that
each and every term and condition of this Agreement is independently material
to, and is being relied upon by, Lender, and that Lender would not agree to
enter into this Agreement, to amend and extend the maturity date of the Note or
otherwise to carry out the transactions contemplated by this Agreement but for
each and every such term and condition.
Agreement for Extension and Amendment of Loan Agreement, Promissory Note and
Warrant As of October 16, 1998 - Page 3 of 6
<PAGE> 4
14. Each of Borrower and each Guarantor represents and warrants to
Lender that (a) the natural person executing and delivering this Agreement on
its behalf has been duly authorized and empowered by all necessary corporate
action to execute and deliver this Agreement on behalf of such corporation, (b)
this Agreement is a valid and binding obligation of such corporation
enforceable against such corporation in accordance with its terms and (c) the
execution and delivery of this Agreement does not, and the performance of this
Agreement will not, (i) violate or be inconsistent with such corporation's
charter documents, (ii) violate any Governmental Requirement or the rules or
regulations of any self-regulatory organization (including without limitation,
but subject to Section 10 above, the Vancouver Stock Exchange) to which such
corporation is subject or (iii) violate or constitute a default (or an event
that, with notice or lapse of time or both, would constitute such a default)
under any contract or agreement to which such corporation is a party or by
which such corporation or any of its assets is or may be bound or affected.
15. All capitalized undefined terms used herein shall have the
meanings respectively ascribed to them in the Loan Agreement.
16. Borrower agrees (a) to pay in cash on demand all out-of-pocket
expenses incurred by Lender in connection with this Agreement and the
transactions contemplated hereby including, without limitation, attorneys' fees
and costs and expenses relating to the preparation and filing of an amendment
to Lender's Schedule 13D on file with the Securities and Exchange Commission
and (b) that all amounts due and payable to Lender pursuant to clause (a) above
shall constitute "Indebtedness" within the meaning of the Loan Agreement, the
Security Instruments and the Guaranties.
17. Promptly upon Lender's request, Borrower shall obtain the
countersignature to this Agreement, or such other form of acknowledgment or
consent satisfactory to Borrower, of Pacific Corporate Trust Company.
18. As amended by this Agreement, the Loan Agreement, the Note and the
Warrant, and all other documents relating to the Indebtedness (including
without limitation the Loan Agreement, the Security Instruments and the
Guaranties), are and shall remain in full force and effect.
19. THIS AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THE
INDEBTEDNESS (INCLUDING WITHOUT LIMITATION THE LOAN AGREEMENT, THE NOTE, THE
SECURITY INSTRUMENTS AND THE GUARANTIES, IN EACH CASE, TO THE EXTENT
APPLICABLE, AS AMENDED BY THIS AGREEMENT) REPRESENT THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENT AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES RELATING TO THE INDEBTEDNESS.
Agreement for Extension and Amendment of Loan Agreement, Promissory Note and
Warrant As of October 16, 1998 - Page 4 of 6
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement for Extension and Amendment of Loan Agreement, Promissory Note and
Warrant on November 2, 1998, to be effective as of October 16, 1998.
LENDER: BORROWER:
TOSI, L. P., a Texas limited partnership FLOTEK INDUSTRIES, INC.,
an Alberta corporation
By: Pitman Property Corp.,
a Texas corporation,
General Partner
By: /s/ Jerry Dumas
--------------------------------
Jerry Dumas, President and Chief
Executive Officer
By: /s/ J. W. Beavers, Jr.
-----------------------------
J. W. Beavers, Jr., President
GUARANTORS:
PETROVALVE INTERNATIONAL, INC.,
an Alberta corporation
By: /s/ Jerry Dumas
--------------------------------
Jerry Dumas, President and Chief
Executive Officer
PETROVALVE, INC.,
a Delaware corporation
By: /s/ Jerry Dumas
--------------------------------
Jerry Dumas, President and Chief
Executive Officer
(GUARANTORS continued on next page)
Agreement for Extension and Amendment of Loan Agreement, Promissory Note and
Warrant As of October 16, 1998 - Page 5 of 6
<PAGE> 6
GUARANTORS (continued):
TURBECO, INC., a Texas corporation
By: /s/ Jerry Dumas
--------------------------------------
Jerry Dumas, President and Chief
Executive Officer
USA PETROVALVE, INC.,
a Texas corporation
By: /s/ Jerry Dumas
-------------------------------------------
Jerry Dumas, President and Chief
Executive Officer
Agreement for Extension and Amendment of Loan Agreement, Promissory Note and
Warrant As of October 16, 1998 - Page 6 of 6
<PAGE> 1
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
/s/ David S. Hunt
---------------------------------------
David S. Hunt, Individually and as
attorney-in-fact for:
TOSI, L.P. (1)
PITMAN PROPERTY CORP. (2)
J. W. BEAVERS, JR. (3)
(1) A power of attorney authorizing David S. Hunt to act on behalf of
TOSI, L.P. previously has been filed with the Commission.
(2) A power of attorney authorizing David S. Hunt to act on behalf of
Pitman Property Corp. previously has been filed with the Commission.
(3) A power of attorney authorizing David S. Hunt to act on behalf of J.
W. Beavers, Jr. previously has been filed with the Commission.
