SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEL OFFSHORE TRUST
(Name of Subject Company)
TEL OFFSHORE TRUST
(Name of Person(s) Filing Statement)
UNITS OF BENEFICIAL INTEREST
(Title of Class of Securities)
872382106
(CUSIP Number of Class of Securities)
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
CORPORATE TRUSTEE
P. O. BOX 4717
HOUSTON, TEXAS 77210-4717
(713) 216-5712
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of the person(s) filing statement)
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ITEM 1. SECURITY AND SUBJECT COMPANY
This statement relates to Units of Beneficial Ownership ("Units") of
Tel Offshore Trust (the "Trust"). The address of the principal executive offices
of the Trust is Chase Bank of Texas, National Association, Corporate Trust
Division, 712 Main Street, Houston, Texas 77002.
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to a tender offer by Magnum Hunter Resources,
Inc. (the "Bidder") to acquire 51% of the outstanding Units for cash at $5.80
per Unit. The address of the principal executive offices of the Bidder are 600
East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039.
ITEM 3. IDENTITY AND BACKGROUND
(a) This statement is filed by the Trust. The business address of
the Trust is the business address of its Corporate Trustee,
712 Main Street, Houston, Texas 77002.
(b) To the knowledge of the Trust, Chase Bank of Texas, National
Association, as Corporate Trustee (the "Corporate Trustee")
and George Allman, Les Duffy, and Richard Melton, as
individual trustees (the "Individual Trustees" and
collectively with the Corporate Trustee, the "Trustees"),
there are no contracts, agreements, arrangements or
understandings or any actual or potential conflicts of
interest between the Trust and its affiliates and (1) the
Trust's executive officers, directors or affiliates or (2) the
Bidder, its executive officers, directors or affiliates. The
Trust has no executive officers or persons performing similar
functions.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) The Trust and the Trustees express no opinion and are
remaining neutral toward the tender offer.
(b) The Trust and the Trustees have taken the position set
forth above based on the role of the Trustees with respect to
the Trust and holders of the Trust Units as set forth in the
Tel Offshore Trust Agreement dated January 1, 1983 (the "Trust
Agreement"). The Trust Agreement, which sets forth the
provisions of the Trust, provides that the only purposes of
the Trust are: (i) to protect and conserve, for the benefit of
the owners of the Units, the Overriding Royalty Interest, the
Trust Partnership Interest and any other assets held by the
Trust Estate; (ii) to receive cash attributable to the Trust
Partnership Interest and any other assets held in the Trust
Estate; and (iii) to pay or provide for the payment of any
liabilities incurred in carrying out the purpose of the Trust,
and thereafter to distribute the remaining amounts received by
the Trust pro rata to the owners of the Units. The powers of
the Trustees are limited to actions as in their judgment are
necessary, desirable or advisable to achieve the purposes of
the Trust. Accordingly, in the course of carrying out the
purposes of the Trust, neither the Trust nor any of the
Trustees acquired information concerning the assets
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and business prospects of the Trust independent from the
information they receive from the working interest owners of
the oil and gas properties in which the Trust, indirectly, has
an overriding royalty interest. The current working interest
owners are Chevron U.S.A. Inc., Pennzoil Company, Texaco
Exploration and Production Inc., SONAT Exploration Company and
Amoco Production Company. The Trustees have neither the duty
nor the authority to advise the Unit holders with respect to
their investment in the Units. Furthermore, the acquisition of
information of the type that would be necessary to develop an
informed opinion on the fairness of the tender offer is not
within the scope of the Trustees' duties under the Trust
Agreement and such information is not possessed by the
Trustees. Therefore, the Trust and the Trustees must take a
neutral position with respect to the tender offer and make no
recommendation to Unit holders whether to accept or reject the
tender offer.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
None.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) None.
(b) Although the Corporate Trustee and certain of its corporate
affiliates are record owners of Units, to the best of the
knowledge of the Corporate Trustee, the Corporate Trustee does
not have investment authority over such Units. The Trust has
no information concerning whether any such Units will be
tendered, sold or held by the beneficial owners to the Bidder.
To the extent the Corporate Trustee or its corporate
affiliates later learns of Units held in trust accounts of the
Corporate Trustee and to the extent the Corporate Trustee may
have investment authority over such accounts, the Corporate
Trustee has a policy pursuant to which it will seek
instructions from the beneficiaries of such accounts on
whether or not to accept the tender offer and will comply with
such instructions.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) No negotiation is being undertaken or is underway by the Trust
in response to the tender offer.
(b) There are no transactions, board resolutions, agreements in
principle, or a signed contracts in response to the tender
offer.
Item 8. Additional Information to Be Furnished
None.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) Exhibit 99.1 -- Notice to Unit Holders dated February 3, 1998.
Exhibit 99.2 -- Press Release dated February 3, 1998.
(b) None.
(c) None.
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Signature. After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
TEL OFFSHORE TRUST
By: Chase Bank of Texas,
National Association,
Corporate Trustee
February 3, 1998 By: /s/ Pete Foster
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(Date) Pete Foster
Senior Vice President and
Trust Officer
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Exhibit 99.1
NOTICE TO UNIT HOLDERS
TEL OFFSHORE TRUST
CHASE BANK OF TEXAS, N.A., CORPORATE TRUSTEE
712 Main Street, Houston, Texas 77002/ (713) 216-5712
Houston, Texas. February 3, 1998 -- TEL OFFSHORE TRUST.
On January 28, 1998, Magnum Hunter Resources, Inc.announced that it had
commenced a tender offer to purchase 2,261,770 Units of beneficial interest of
the Trust, or such other number of Units that, together with Units then owned by
Magnum Hunter, represents 51% of the Trust's outstanding Units on the date of
purchase, at a purchase price of $5.80 per share. Magnum Hunter also filed a
Schedule 14D-1 with the Securities and Exchange Commission on the same day.
In response to the tender offer, the Trust has filed today a Schedule
14D-9 with the SEC, a copy of which you will find enclosed. Unit holders are
advised to carefully read the enclosed Schedule 14D-9.
In such filing, the Trust and the Trustees announced that they must
express no opinion and must remain neutral regarding the tender offer. Under the
Trust Agreement, which sets forth the provisions of the Trust, the Trustees have
neither the duty nor the authority to make investment decisions or to advise the
Unit holders with respect to their investment in the Units. The powers of the
Trustees are limited to such actions as in their judgment are necessary to
achieve the purposes of the Trust, which are generally to protect the assets of
the Trust, receive payments therefrom and, after paying the expenses of the
Trust, distribute remaining cash to the holders of Units. Therefore, the Trust
and the Trustees must take a neutral position with respect to the tender offer
and make no recommendation to Unit holders whether to accept or reject the
tender offer.
In the course of carrying out the purposes of the Trust, the Trust
regularly receives information concerning the assets and business prospects of
the Trust from the working interest owners of the oil and gas properties in
which the Trust, indirectly, has an overriding royalty interest. The current
working interest owners are Chevron U.S.A. Inc., Pennzoil Company, Texaco
Exploration and Production Inc., SONAT Exploration Company and Amoco Production
Company. The Trust anticipates that a reserve report prepared by DeGolyer and
MacNaughton will be completed and made available to the Trust on or about
February 10, 1998. In light of the tender offer, the Trust intends to make this
reserve report publicly available as soon thereafter as possible.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
AS CORPORATE TRUSTEE
CONTACT: Debbie Miller
Exhibit 99.2
PRESS RELEASE
TEL OFFSHORE TRUST
CHASE BANK OF TEXAS, N.A., CORPORATE TRUSTEE
712 Main Street, Houston, Texas 77002/ (713) 216-5712
Houston, Texas. February 3, 1998 -- TEL OFFSHORE TRUST.
On January 28, 1998, Magnum Hunter Resources, Inc.announced that it had
commenced a tender offer to purchase 2,261,770 Units of beneficial interest of
the Trust, or such other number of Units that, together with Units then owned by
Magnum Hunter, represents 51% of the Trust's outstanding Units on the date of
purchase, at a purchase price of $5.80 per share. Magnum Hunter also filed a
Schedule 14D-1 with the Securities and Exchange Commission on the same day.
In response to the tender offer, the Trust has filed today a Schedule
14D-9 with the SEC, a copy of which has been furnished to Unit holders. In such
filing, the Trust and the Trustees announced that they must express no opinion
and must remain neutral regarding the tender offer. Under the Trust Agreement,
which sets forth the provisions of the Trust, the Trustees have neither the duty
nor the authority to make investment decisions or to advise the Unit holders
with respect to their investment in the Units. The powers of the Trustees are
limited to such actions as in their judgment are necessary to achieve the
purposes of the Trust, which are generally to protect the assets of the Trust,
receive payments therefrom and, after paying the expenses of the Trust,
distribute remaining cash to the holders of Units. Therefore, the Trust and the
Trustees must take a neutral position with respect to the tender offer and make
no recommendation to Unit holders whether to accept or reject the tender offer.
In the course of carrying out the purposes of the Trust, the Trust
regularly receives information concerning the assets and business prospects of
the Trust from the working interest owners of the oil and gas properties in
which the Trust, indirectly, has an overriding royalty interest. The current
working interest owners are Chevron U.S.A. Inc., Pennzoil Company, Texaco
Exploration and Production Inc., SONAT Exploration Company and Amoco Production
Company. The Trust anticipates that a reserve report prepared by DeGolyer and
MacNaughton will be completed and made available to the Trust on or about
February 10, 1998. In light of the tender offer, the Trust intends to make this
reserve report publicly available as soon thereafter as possible.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
AS CORPORATE TRUSTEE
CONTACT: Debbie Miller
