SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
UNITED STATES EXPLORATION, INC.
(Name of Issuer)
SERIES A CONVERTIBLE PREFERRED STOCK AND SERIES B CONVERTIBLE PREFERRED STOCK
(Title of Class of Securities)
911 820 207
(CUSIP Number)
REID A. GODBOLT, ESQ.
JONES & KELLER, P.C.
1625 BROADWAY, SUITE 1600
DENVER, COLORADO 80202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 15, 1995
(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 the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial owner ship 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 five percent or less 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 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
disclosure 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).
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tipperary Corporation, EIN 75-1236955
-----------------------------------------------------
2. Check the appropriate box if a member of a group* (a) ___
See item 2(a) of the attached Schedule 13D (b) ___
3. SEC USE ONLY
_____________________________________________________
4. Source of Funds
OO
-----------------------------------------------------
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 Corporation
-----------------------------------------------------
7. Sole Voting Power 250,000
NUMBER OF -------------------
SHARES BENE- 8. Shared voting Power 0
FICIALLY -------------------
OWNED BY EACH 9. Sole Dispositive Power 250,000
REPORTING -------------------
PERSON 10. Shared Dispositive Power 0
-------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
250,000
----------------------------
12. Check Box if the Aggregate Amount in Row (11) [ ]
excludes certain Shares*
13. Percent of Class Represented by Amount in Row (11)
100%
----------------------------
14. Type of Reporting Person*
CO
----------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tipperary Corporation, EIN 75-1236955
-----------------------------------------------------
2. Check the appropriate box if a member of a group* (a) ___
See item 2(a) of the attached Schedule 13D (b) ___
3. SEC USE ONLY
_____________________________________________________
4. Source of Funds
OO
-----------------------------------------------------
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 Corporation
-----------------------------------------------------
7. Sole Voting Power 104,000
NUMBER OF -------------------
SHARES BENE- 8. Shared voting Power 0
FICIALLY -------------------
OWNED BY EACH 9. Sole Dispositive Power 104,000
REPORTING -------------------
PERSON 10. Shared Dispositive Power 0
-------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
104,000
----------------------------
12. Check Box if the Aggregate Amount in Row (11) [ ]
excludes certain Shares*
13. Percent of Class Represented by Amount in Row (11)
100%
----------------------------
14. Type of Reporting Person*
CO
----------------------------
This statement is filed by Tipperary Corporation, a Texas corporation.
References to currency are to the currency of the United States of America.
1. SECURITY AND ISSUER
(a) This statement relates to the 250,000 shares of 1994 Series A
Convertible Preferred Stock, $.01 par value (the "Series A Shares"),
and the 104,000 shares of 1994 Series B Convertible Preferred Stock,
$.01 par value (the "Series B Shares") of United States Exploration,
Inc., a Colorado corporation ("USEX"). The date of the event which
required filing of this statement was July 18, 1994 (the "Relevant
Date").
(b) The principal executive offices of USEX are located at 1901 New
Street, Independence, Kansas 67301.
2. IDENTITY AND BACKGROUND
ITEM 2 IS BEING AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
(a) The name of the filing entity is Tipperary Corporation, a Texas
corporation ("Tipperary").
(b) Tipperary's principal business is the acquisition, development and
production of crude oil and natural gas.
(c) Tipperary's principal business and principal office address is 633
Seventeenth Street, Suite 1550, Denver, Colorado 80202.
(d) Tipperary and its executive officers and directors have not been
convicted in a criminal proceeding during the last five years.
(e) Tipperary and its executive officers and directors were not, during
the last five years, a party to a civil proceeding of a judicial or
administrative body which resulted in 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.
(f) The names, occupations and citizenship of the executive officers and
directors of Tipperary at the Relevant Date were:
<TABLE>
<CAPTION>
Name Occupation Citizenship
- ---- ---------- -----------
<S> <C> <C>
Carter G. Mathies Tipperary President, Chief U.S.
Executive Officer, and
Chairman of the Board
David L. Bradshaw Tipperary Chief Financial U.S.
and Operating Officer,
and Director
Jeff T. Obourn Vice President -- Land U.S.
Wayne W. Kahmeyer Controller and Principal U.S.
Accounting Officer
Robert T. Larson, Jr. Vice President U.S.
Larry G. Sugano Vice President U.S.
James A. McAuley Tipperary Director; Chief U.S.
Executive Officer of Milmac
Operating Company
Anthony F. Kramer Tipperary Director; Executive U.S.
Vice President and Director of
Draper & Kramer Incorporated
Eugene I. Davis Tipperary Director; President U.S.
and Director of Emerson Radio
Corp.
</TABLE>
The address of Messrs. Mathies, Bradshaw, Obourn, Kahmeyer, Larson,
and Sugano is 633 Seventeenth Street, Suite 1550, Denver, Colorado
80202. The address of Mr. Davis is P.O. Box 430 Parsippany, New
Jersey 07054-0430. The addresses of Messrs. Kramer and McAuley are
33 West Monroe Street, Chicago, Illinois 60603 and 1125 East Loop
289, Lubbock, Texas 79403, respectively. None of the directors or
executive officers noted above has personally acquired an interest
in USEX.
(g) The table below sets forth certain information regarding beneficial
ownership of the Common Stock of Tipperary by (i) each person who is
known by Tipperary to own beneficially 5% or more of the Tipperary
Common Stock, (ii) each director or executive officer of Tipperary,
and (iii) all directors and executive officers as a group. Unless
otherwise indicated, all persons listed have sole voting power and
dispositive power with respect to such shares.
<TABLE>
<CAPTION>
Percentage
Name Shares of Class(2)
- ---- ------ -----------
<S> <C> <C>
Double-Double Partners II 1,783,288(3) 15.9%
Texland Oil, Inc. 3,117,514(3) 27.9%
SDK Incorporated 4,900,802(3) 43.8%
Slough Parks Incorporated 4,900,802(3) 43.8%
Draper and Kramer 4,900,802(3) 43.8%
Carter G. Mathies(1) 478,100(6) 4.1%
David L. Bradshaw(1) 243,437(7) 2.1%
Anthony F. Kramer(1) 2,500(4)(5) (9)
James A. McAuley(1) 1,833,288(4)(8) 16.3%
Eugene I. Davis (1) 16,667(10) (9)
Jeff T. Obourn(1) 11,000(11) (9)
Wayne W. Kahmeyer(1) 3,333(12) (9)
Robert T. Larson, Jr.(1) 5,000(13) (9)
Larry G. Sugano(1) -(14) (9)
Executive officers and
directors as a group,
six in number 2,593,325 21.7%
<FN>
________________________
(1) An officer and/or director of the Company.
(2) Securities not outstanding, but included in the beneficial ownership of
each such person, are deemed to be outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by
such person, but are not deemed to be outstanding for the purpose of
computing the percentage of the class owned by any other person.
(3) The information set forth in the remainder of this footnote was obtained
from Amendment No. 8 to a Schedule 13D, dated June 30, 1993, of SDK
Incorporated ("SDK"), Double-Double Partners II ("Double-Double"),
Texland Oil, Inc. ("Texland"), Slough Parks Incorporated ("Slough Parks")
and James A. McAuley. SDK, a Delaware corporation, owns 100% of the
common stock of Texland, owns 87.75% of the partnership interests of
Double-Double and is the managing general partner of Double-Double.
Slough Parks, a Delaware corporation, is the principal shareholder of SDK
by virtue of its 80% ownership of the issued and outstanding voting
securities of SDK; Slough Parks Holding, Inc. ("SPH"), a Delaware
corporation, is the sole shareholder of Slough Parks; Slough Trading
Estate Limited, a limited liability company formed under the laws of the
United Kingdom ("STEL"), is the sole shareholder of SPH; Slough
Properties Limited ("SPL"), a limited liability company formed under the
laws of the United Kingdom, is the sole shareholder of STEL; Slough
Estates plc ("Slough Estates"), a public limited liability company formed
under the laws of the United Kingdom, is the sole shareholder of SPL.
Slough Estates is a publicly held limited liability company, whose
principal office is located at 234 Bath Road, Trading Estate, Slough SL2
4EE, England. To the knowledge of Slough Estates, no shareholder owns
more than 5% of its outstanding shares except for R. W. Diggins, who
beneficially owns 5.45% of the issued ordinary share capital of Slough
Estates. The address of Double-Double, Texland, Draper & Kramer
Incorporated and Slough Parks is 33 West Monroe Street, Chicago, Illinois
60603.
(4) Mr. McAuley is a general partner of Double-Double. Mr. Kramer is
Chairman of the Board of Texland. Mr. Kramer, however, individually
disclaims beneficial ownership of any shares owned by Texland. The
addresses of Messrs. Kramer and McAuley are 33 West Monroe Street,
Chicago, Illinois 60603 and 1125 East Loop 289, Lubbock, Texas 79403,
respectively.
(5) Excludes 2,500 shares of Tipperary Common Stock owned by Mr. Kramer's
wife, to which he disclaims beneficial ownership.
(6) Includes presently exercisable warrants to purchase 436,667 shares of the
Tipperary Common Stock; however, excludes warrants to purchase 33,333
shares of the Tipperary Common Stock which do not begin to vest until
January 26, 1996. Also, includes 33,333 shares which have vested under a
Tipperary option plan (of which 66,667 shares remain unvested.)
(7) Includes presently exercisable warrants and options to purchase 205,000
shares of the Tipperary Common Stock. Also includes 34,583 shares which
have vested under a Tipperary option plan (of which 66,667 shares remain
unvested.)
(8) Includes presently exercisable warrants to purchase 50,000 shares of
Tipperary Common Stock.
(9) Less than 1%.
(10) Includes 16,667 shares of Tipperary Common Stock presently exercisable
pursuant to a warrant to purchase 50,000 shares of the Tipperary Common
Stock.
(11) Represents 11,000 shares of Tipperary Common Stock vested under a
Tipperary option plan (options for 19,000 shares remain unvested.)
(12) Represents 3,333 shares of Tipperary Common Stock vested under a
Tipperary option plan (options for 6,667 shares remain unvested.)
(13) Represents 5,000 shares of Tipperary Common Stock vested under a
Tipperary option plan (options for 10,000 shares remain unvested.)
(14) Does not include options to purchase 15,000 shares of Tipperary Common
Stock which do not begin to vest until October 10, 1995.
</TABLE>
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The securities to which this statement relates were issued to
Tipperary pursuant to a Purchase Agreement between USEX and
Tipperary dated July 18, 1994 (the "Agreement," a copy of which is
attached as Exhibit 1 hereto).
(b) Pursuant to the Agreement, USEX issued the securities as
consideration for Tipperary's conveyance of fee simple title to an
inactive oil refinery and related facilities and land located near
Corpus Christi, Texas.
4. PURPOSE OF TRANSACTION
As noted in Item #3, all 250,000 shares of the Series A Shares and all
104,000 shares of the Series B Shares were issued to Tipperary pursuant
to the Agreement, whereby Tipperary transferred fee simple title to an
inactive oil refinery and related facilities and land located near Corpus
Christi, Texas in consideration for the securities.
In connection with the transaction, USEX filed on July 18, 1994, Articles
of Amendment to its Articles of Incorporation establishing the Series A
Shares and the Series B Shares (collectively the "Preferred Shares").
The following is a summary of the material provisions of the statement
establishing the Preferred Shares:
(a) PREFERENCE. The Preferred Shares have a preference upon
liquidation, dissolution or winding up of USEX of $5.00 per share
plus all accrued but unpaid dividends thereon.
(b) DIVIDENDS. The Preferred Shares are entitled to receive, out of
funds of USEX legally available therefor, cumulative cash dividends
at the annual rate of $.25 per share. Holders of the Preferred
Shares may also elect to convert dividends into USEX common stock,
par value $.0001 (the "Common Stock") at the market price of the
Common Stock in a manner exempt from or registered pursuant to
applicable securities laws and regulations.
(c) RANK. The Series A Shares and the Series B Shares, with respect to
dividend rights and rights on liquidation, winding up or dissolution
of USEX, rank on an equal level with one another, but both rank
senior to USEX's Common Stock, and to all other classes and series
of equity securities of the Company now or hereafter authorized,
issued or outstanding.
(d) VOTING RIGHTS. The Preferred Shares have the following voting
rights:
(I) The affirmative vote of at least a majority of the votes
entitled to be cast with respect to the outstanding Preferred
Shares, each series of the Preferred Shares voting separately as one
class, is (1) necessary to authorize, create or increase shares of
any class or series of equity securities which contain preferential
dividend rights or rights upon liquidation, winding up or
dissolution of USEX, or which possess rights which allow for voting
separately as one class with the Preferred Shares other than with
respect to the election of directors on a basis of one vote or less
for each $5.00 of liquidation preference thereof; and (2) necessary
to repeal, amend or change any provisions USEX's Articles of
incorporation affecting the powers, preferences, voting power or
other rights or privileges of the Preferred Shares.
(ii) So long as shares of the Series A Shares or Series B Shares
remain outstanding, the holders thereof, voting separately as one
class, have the right to fill one directorship at each meeting of
the shareholders duly held for the purpose of electing directors.
Furthermore, if the payment of declared dividends in the amount of
at least one full yearly dividend on the then outstanding Series A
Shares or Series B Shares is in default, then without further
action, the USEX Board of Directors will be increased by one
director and the holders of outstanding Preferred Shares, voting
separately as one class, have the right to fill the new directorship
at a meeting held for that purpose within 60 days after the default
and subsequently at each meeting of the shareholders duly held for
the purpose of electing directors until such default is abated.
(e) REDEMPTION. On or after September 30, 1994, the Preferred Shares
may be redeemed in whole or in part, at the option of USEX at the
redemption price of $5.00 per share. Also, upon a "change of
control" of USEX, the holder of the Preferred Shares may require
USEX to redeem all of the Preferred Shares at a redemption price
equal to $5.00 per share plus an amount equal to accumulated and
unpaid dividends, whether or not declared. The term "change of
control" is defined as (I) any sale or issuance of series of
preferred stock or sales and/or issuances of Common Stock by USEX or
any holders thereof which results in any person or group of
affiliated persons (other than the owners of Common Stock
immediately prior to the initial issuance of the Series A Shares and
Series B Shares and their affiliates and associates) owning more
than 50% of the Common Stock outstanding immediately after the time
of such sale or issuance or the last of such sales and/or issuances,
(ii) a sale or transfer of more than 80% of the assets of USEX
(measured by the lesser of book value in accordance with generally
accepted accounting principles consistently applied or fair market
value determined in the reasonable good faith judgment of the Board
of Directors) in any transaction or series of related transactions
or (iii) any merger or consolidation to which USEX is a party,
except for a merger in which USEX is the surviving corporation and,
after giving effect to such merger, the holders of USEX's
outstanding capital stock possessing the voting power (under
ordinary circumstances) to elect a majority of the Board of
Directors immediately prior to the merger shall own USEX's
outstanding capital stock possessing the voting power (under
ordinary circumstances) to elect a majority of the Board of
Directors and except for a change in control which may occur under
debentures of USEX issued to Petrolantic Ltd. existing as of the
date hereof. If payment of any declared dividends on the Preferred
Shares is not paid, no Preferred Shares shall be redeemed, unless
consented to in writing by a holder thereof after receipt of written
notice from USEX unless all such shares are simultaneously redeemed.
(f) CONVERSION. (a) Optional Conversion -- The holder of Preferred
Shares shall have the right at such holder's option, at any time or
from time to time, to convert any of such shares of Series A Shares
or Series B Shares into fully paid and nonassessable shares of
Common Stock at the Conversion Price (as hereinafter defined). In
case any share of Series B Shares is called for redemption, such
right of conversion shall terminate at the close of business on the
10th day prior to the Redemption Date (as defined in the Articles of
Amendment to USEX's Articles of Incorporation establishing the
Series A Shares and the Series B Shares, which is an exhibit to the
Agreement, which is attached hereto as Exhibit 1) or, if USEX
defaults in the payment of the redemption price, at the close of
business on the 10th day prior to the Final Redemption Date (as
defined in the Articles of Amendment to USEX's Articles of
Incorporation establishing the Series A Shares and the Series B
Shares, which is an exhibit to the Agreement, which is attached
hereto as Exhibit 1). In case any share of Series A Shares is
called for redemption, such right of conversion shall terminate at
the close of business on the day notice of redemption is received by
the holder of Series A Shares; provided, however, that upon default
on any announced redemption by USEX of Series A Shares, the holder
shall be allowed to convert shares of Series A Shares for a period
of 60 days immediately after a default of a redemption by USEX.
(b) Other Conversion -- Each outstanding share of the Series A
Shares or Series B Shares shall, at the holder's option, be
converted, without any further act of USEX or its shareholders, into
fully paid and nonassessable shares of Common Stock at the
Conversion Price then in effect upon the closing of an underwritten
public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended, covering the offering
and sale of the Common Stock for the account of USEX in which the
aggregate gross proceeds received by USEX equals or exceeds
$10,000,000.
(c) Conversion Price -- Each share of Series A Shares or Series B
Shares shall be converted into a number of shares of Common Stock
determined by dividing (I) the sum of (A) $5.00 plus (B) any
dividends on such share of Series A Shares or Series B Shares which
such holder is entitled to receive, but has not yet received, by
(ii) the Conversion Price in effect on the Conversion Date. The
Conversion Price at which shares of Common Stock shall initially be
issuable upon conversion of the shares of Series A Shares and Series
B Shares shall be $2.25. The Conversion Price shall be subject to
adjustment as set forth in subparagraph 6(f) of the Articles of
Amendment to USEX's Articles of Incorporation establishing the
Series A Shares and the Series B Shares, which is an exhibit to the
Agreement, which is attached hereto as Exhibit 1). No payment or
adjustment is to be made for any dividends on the Common Stock
issuable upon such conversion.
5. INTEREST IN SECURITIES OF THE ISSUER
At the Relevant Date, Tipperary was issued and held all authorized shares
of Series A Shares, representing 250,000 shares and all authorized shares
of Series B Shares, representing 104,000 shares. As such, Tipperary has
sole voting and dispositive power regarding the Preferred Shares. None
of the directors or executive officers of Tipperary has personally
acquired an interest in the Series A Shares or Series B Shares.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6(a) of this Schedule 13D is hereby amended to add the second
paragraph below:
(a) Pursuant to the Agreement, Tipperary has the option to advance funds
required to pay for the retirement of outstanding Series B and
Series C Debentures (the "Debentures") issued by USEX to
Petrolantic, Ltd., a former principal shareholder of USEX. Upon
advancement of such funds, Tipperary would assume the position of
the holder of the Debentures and inure to the benefit of, and be
subject to all obligations of, the Debentures. However, the amounts
due under the Debentures from USEX would be extended for a period of
twelve months from the date of Tipperary assumption, or in the
alternative and at Tipperary's election, USEX would enter into an
interest-bearing, convertible promissory note payable to Tipperary
in place of the Debentures.
On June 15, 1995, by execution of a letter agreement between
Tipperary and USEX, Tipperary agreed to waive its option to advance
funds with respect to the retirement of the Series C Debentures.
The waiver was made as an accommodation to USEX with respect to
USEX's proposed acquisition of oil and gas assets from an unrelated
third party, whereupon said proposed acquisition is conditioned on
the third party acquiring the Series C Debentures. The letter
agreement provides that if USEX's proposed acquisition is not
consummated, the Tipperary's option with respect to the Series C
Debentures will be reinstated to the same status as originally
agreed upon.
(b) Except for the Agreement, there are no other contracts,
arrangements, understandings or relationships with respect to
Securities of the USEX.
7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of this Schedule 13D is amended to add Exhibit 99.1 noted below.
Exhibit 1 - United States Exploration, Inc. 1994 Series A Convertible
Preferred Stock and 1994 Series B Convertible Preferred
Stock Purchase Agreement by United States Exploration,
Inc. and Tipperary Corporation dated July 18, 1994 and
Exhibits.
Exhibit 99.1- Letter Agreement between United States Exploration, Inc.
and Tipperary Corporation executed on June 2, 1995 and
executed by Tipperary Corporation on June 15, 1995.
8. SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
signatory below certifies that the information set forth in this
statement is true, complete and correct.
TIPPERARY CORPORATION
/s/ Carter G. Mathies
__________________________ Dated: July 19, 1995
Carter G. Mathies,
President, Chief Executive Officer,
and Chairman of the Board
UNITED STATES EXPLORATION, INC.
1901 NEW STREET
INDEPENDENCE, KANSAS 67301
Carter G. Mathies
Tipperary Corporation, President
633 - 17th Street, Suite 1550
Denver, Colorado 80202
Re: Waiver of First Right of Refusal
Dear Carter:
As you are aware, United States Exploration, Inc. ("Company") has for the
last several months been negotiating for acquisition of a significant amount
of oil and gas assets. In connection with that acquisition, the prospective
seller has offered to acquire the Series C Debentures which the Company
currently has outstanding. Acquisition of the Debentures is a precondition of
completing the transaction. The purpose of this correspondence is to confirm
your agreement to waive any first right of refusal which Tipperary may have
with regard to those Debentures. We, as the Company's management, sincerely
believe that if the proposed acquisition is completed, it will represent a
significant advance and impetus for the Company. The additional assets and
revenue which we anticipate will provide not only an immediate source of cash
flow, but also development funds for our existing reserves. We hope you will
support our efforts.
References made to that certain Option Agreement by and between Tipperary
and the Company dated July 18, 1994. By execution of this letter in the space
set forth below, Tipperary hereby waives its first right of refusal and any
other interest which it may have in and to the Debentures arising from that
Agreement. In so doing, both Tipperary and the Company acknowledge that
should the proposed acquisition not be consummated, Tipperary's first right of
refusal as described in the Agreement shall be reinstated for the same period
and to the same status originally set forth therein.
If the foregoing correctly represents your understanding, please execute
the acknowledgment in the space below on the enclosed copy of this letter. A
copy of this correspondence will be delivered to the prospective seller in
connection with our on-going negotiations.
<PAGE>
Carter G. Mathies, President
June 2, 1995
Page 2
We appreciate your cooperation and continuing support of the Company's
efforts.
Sincerely,
UNITED STATES EXPLORATION, INC.
/s/ Terry L. Carroll
Terry L. Carroll, President
ACKNOWLEDGMENT
The foregoing terms are hereby accepted by me on behalf of Tipperary
Corporation this 15th day of June, 1995.
/s/ Carter G. Mathies
-------------------------------------------
President
