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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
TIPPERARY CORPORATION
(Name of Issuer)
COMMON STOCK, $.02 PAR VALUE
(Title of Class of Securities)
888002300
(CUSIP Number)
ALAN B. ROTH
WILDMAN, HARROLD, ALLEN & DIXON
225 WEST WACKER DRIVE, SUITE 2800
CHICAGO, ILLINOIS 60606-1229
(312) 201-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 22, 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 that 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 [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) 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 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).
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PAGE 1 OF 6 PAGES
CUSIP NO. 888002300
SCHEDULE 13D
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1. NAMES OF REPORTING PERSONS/I.R.S.IDENTIFICATION NO. Slough Estates USA Inc.
OF ABOVE PERSON
(ENTITIES ONLY) 36-2906577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
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 13,228,034
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 13,228,034
REPORTING
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,228,034
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.1%
14. TYPE OF REPORTING PERSON* CO
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PAGE 2 OF 6 PAGES
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, par value $.02
per share (the "Common Stock"), of Tipperary Corporation, a Texas corporation
(the "Company") whose principal executive office is located at 633 Seventeenth
Street, Suite 1550, Denver, Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The person filing this Schedule 13D is Slough Estates USA Inc.
("Slough Estates USA").
(b) Slough Estates USA's business address is 33 West Monroe Street,
Suite 2000, Chicago, Illinois 60603.
(c) The principal business of Slough Estates USA is real estate
investment.
(d) Slough Estates USA has not, during the last five years, been
convicted in any criminal proceedings (excluding traffic violations or similar
misdemeanors).
(e) Slough Estates USA has not, during the last five years, been a
party to a civil proceeding of any judicial or administrative body of competent
jurisdiction as a result of which it 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 a finding of any
violation with respect to such laws.
(f) Slough Estates USA is a corporation organized under the laws of the
state of Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Certificate of Ownership and Merger filed with the
Delaware Secretary of State on October 30, 1997, SDK Incorporated, a
wholly-owned subsidiary of Slough Parks Incorporated and the owner of 1,781,406
shares of the Company's Common Stock (including 216,571 shares held as
collateral for a loan), was merged with and into Slough Parks Incorporated.
There was no cash consideration involved in the acquisition. (On February 25,
1998, Slough Parks Incorporated filed a Certificate of Amendment with the
Delaware Secretary of State changing its name to "Slough Estates USA Inc.")
Pursuant to the Certificate of Ownership and Merger filed with the
Delaware Secretary of State on December 17, 1999, Texland Oil, Inc., a
wholly-owned subsidiary of Slough Estates USA and the owner of 3,117,514 shares
of the Company's Common Stock, was merged with and into Slough Estates USA.
There was no cash consideration involved in the acquisition.
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PAGE 3 OF 6 PAGES
On December 22, 1998, Slough Estates USA purchased 2,000,000 shares of
Common Stock of the Company for an aggregate purchase price of $4,000,000, or
$2.00 per share. This purchase was part of an overall debt and equity financing
of $11,700,000 provided by Slough Estates USA to the Company. The shares of
Common Stock were issued to Slough Estates USA at a premium over the market
value on the date of closing. Of the $4,000,000 received by the Company,
$2,375,000 was received as proceeds from the issuance of common stock and the
premium of $1,625,000 was recorded as proceeds received from the sale of assets
acquired by Slough Estates USA in the transaction. In connection with this
transaction, the Company also issued to Slough Estates USA a warrant to purchase
up to 500,000 shares of the Company's common stock at $3.00 per share,
exercisable during a five-year period beginning in December 2000 and ending in
December 2005. In addition, the Company issued Slough Estates USA ten percent of
the common stock of Tipperary Oil & Gas (Australia) Pty Ltd., a wholly-owned
subsidiary of the Company. The portion of the premium assigned to the warrant
and to the common stock of the subsidiary was $310,000 and $610,000,
respectively. Slough Estates USA paid for the purchase of the 2,000,000 shares
of Common Stock out of its working capital.
On December 23, 1999, Slough Estates USA purchased 6,329,114 shares of
the Company's 1999 Series A Convertible Cumulative Preferred Stock for
$10,000,000, or $1.58 per share. (The $10 million purchase price included
$500,000 advanced as a loan from Slough Estates USA to the Company on October
28, 1999.) At the closing, Slough Estates USA converted 2,900,000 shares of the
Series A Convertible Cumulative Preferred Stock into 2,900,000 shares of common
stock. Effective February 29, 2000, Slough Estates USA converted the remaining
shares of preferred stock into 3,429,114 shares of common stock. In connection
with this transaction, the Company also issued Slough Estates USA warrants to
purchase 1,200,000 shares of common stock at an exercise price of $2.00 per
share. The warrants may be exercised during an eight-year period beginning
December 23, 2001 and ending December 23, 2009. Slough Estates USA paid for the
purchase of the 6,329,114 shares of convertible preferred stock out of its
working capital.
ITEM 4. PURPOSE OF TRANSACTION.
The purchases of the shares reported in this Schedule 13D were made for
the purpose of making an investment in the Company. Consistent with such
purpose, Slough Estates USA has had and expects to continue to have discussions
with management of the Company concerning the Company and its investment in the
Company. Slough Estates USA may also engage in such discussions with other
shareholders of the Company.
Slough Estates USA may, in the future, purchase additional shares of
the Common Stock or other securities of the Company depending on the price of
the shares and circumstances at the time such acquisitions, if any, are made.
Alternatively, Slough Estates USA may at any time determine to realize on its
investment in the shares of Common Stock through the sale of all or some of the
shares.
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PAGE 4 OF 6 PAGES
Slough Estates USA owns approximately 54.1% of the Company's
outstanding shares of Common Stock. As a result, Slough Estates USA will be in a
position to control all matters affecting the Company, including the composition
of the board of directors, and to determine the outcome of all corporate actions
requiring stockholder approval.
Except as set forth herein, Slough Estates USA has no present plans or
proposals that would result in or relate to (a) an extraordinary corporate
transaction involving the Company or any or its subsidiaries; (b) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (c) a change in the present board of directors or management of
the Company; (d) a material change in present capitalization or dividend policy
of the Company; (e) any other material change in the Company's business or
corporate structure; (f) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which might impede the acquisition or
control of the Company by any person; (g) causing securities of the Company to
be delisted from a national security exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national securities
association; (h) causing securities of the Company to be eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act or
(f) any other similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Company's Form 10-QSB for the quarter ended June 30, 2000,
disclosed that 24,463,587 shares of the Common Stock were outstanding on August
14, 2000. Slough Estates USA is the beneficial owner of 13,228,034 shares of
Common Stock, representing approximately 54.1% of the outstanding shares of
Common stock.
(b) Slough Estates USA has the sole power to vote or direct the
disposition of 13,228,034 shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Slough Estates USA is not a party to any contract, arrangement,
understanding or relationship with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, the giving or withholding of
proxies or pledge or otherwise subject to a contingency the occurrence of which
would give another person voting or investment power over such securities.
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PAGE 5 OF 6 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 1 Certificate of Ownership and Merger of SDK
Incorporated Into Slough Parks Incorporated, as filed
with the Delaware Secretary of State on October 30,
1997.
Exhibit 2 Certificate of Ownership and Merger of Texland Oil,
Inc. Into Slough Estates USA, Inc., as filed with the
Delaware Secretary of State on December 17, 1999.
Exhibit 3 Warrant to Purchase the Registrant's common stock
dated December 22, 1998, issued to Slough Estates USA
Inc., filed as Exhibit 10.58 to Form 10-Q for the
quarterly period ended December 31, 1998 and
incorporated herein by reference.
Exhibit 4 Subscription Agreement to purchase Registrant's
common stock dated December 22, 1998, between the
Registrant and Slough Estates USA Inc., filed as
Exhibit 10.59 to Form 10-Q for period ended December
31, 1998 and incorporated herein by reference.
Exhibit 5 Warrant to Purchase the Registrant's common stock
dated December 23, 1999, issued to Slough Estates USA
Inc., filed as Exhibit 10.60 to Form 10-Q for the
quarterly period ended December 31, 1999 and
incorporated herein by reference.
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PAGE 6 OF 6 PAGES
SIGNATURES
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: October 18, 2000
Slough Estates USA Inc.
/s/ Randall W. Rohner
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Randall W. Rohner, Secretary
