-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UzhEc0SGyQDRFCb6a7lYVTz3iZX6n7OZ2iR72zxoOzFgNXgYbMME25GjhA77NQu9 PTeb9rROYdAmIbCtxkUMsA== 0000930661-96-001897.txt : 19970102 0000930661-96-001897.hdr.sgml : 19970102 ACCESSION NUMBER: 0000930661-96-001897 CONFORMED SUBMISSION TYPE: F-4 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19961231 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE RESOURCES PLC CENTRAL INDEX KEY: 0000937568 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19013 FILM NUMBER: 96688553 BUSINESS ADDRESS: STREET 1: KINGSWAY HOUSE 15-17 KING STREET STREET 2: 011-44-71-9309337 CITY: LONDON ENGLAND STATE: NY ZIP: 19107-3496 MAIL ADDRESS: STREET 1: JENKENS & GILCHRIST PC STREET 2: 1445 ROSS AVENUE SUITE 2900 CITY: DALLAS STATE: TX ZIP: 75202 F-4 1 FORM F-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1996 REGISTRATION NO. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________ FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ ALLIANCE RESOURCES PLC (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ENGLAND 1311 (State or Other (Primary Standard None Jurisdiction of Industrial Classification (I.R.S. Employer Incorporation or Organization) Code Number) Identification Number) KINGSBURY HOUSE 15-17 KING STREET LONDON SWIY 6QU 44 171 930 9337 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) JOHN A. KEENAN 1 HOUSTON CENTER 1221 MCKINNEY, SUITE 1814 HOUSTON, TEXAS 77010 (713) 650-0069 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: W. ALAN KAILER S. ERICKSON GRIMSHAW JENKENS & GILCHRIST, PRAY, WALKER, JACKMAN, A PROFESSIONAL CORPORATION WILLIAMSON & MARLAR 1445 ROSS AVENUE, SUITE 3200 100 WEST 5TH STREET DALLAS, TEXAS 75202 TULSA, OKLAHOMA 74102-4218 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this registration statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] _____________________ CALCULATION OF REGISTRATION FEE
=============================================================================================================== Proposed Maximum Proposed Maximum Title of Each Class of Amount to Offering Price Aggregate Amount of Securities to be Registered be Registered (1) per Share (2) Offering Price (2) Registration Fee - --------------------------------------------------------------------------------------------------------------- Ordinary Shares 24,121,016 N/A $17,003,903 $5,152 - --------------------------------------------------------------------------------------------------------------- Warrants 2,672,496 N/A N/A N/A (3) ===============================================================================================================
(1) Number of shares to be issued in the merger described herein estimated solely for purposes of calculating the registration fee. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended. Based on current market price of securities to be acquired by registrant, pursuant to Rule 457(f). (3) No separate registration fee is required pursuant to Rule 457(g). _____________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ [LATEX LOGO] ============ ALLIANCE RESOURCES PLC MERGER PROPOSAL -- YOUR VOTE IS VERY IMPORTANT The Boards of Directors of LaTex Resources, Inc. and Alliance Resources Plc have agreed on a merger intended to create an oil and gas exploration, development and production company with greater opportunity for growth through domestic acquisitions and participation in foreign concessions than either of the companies could achieve separately. The combined company will be named Alliance Resources Plc; its executive office will be in London, England and its U.S. operations headquarters will be in Tulsa, Oklahoma. If the merger is completed, the Alliance Stock will be "reverse split" so that each Alliance shareholder at the time of the merger will receive one New Alliance Share for each 40 Existing Alliance Shares and each LaTex shareholder at the time of the merger will receive 0.8806 of a New Alliance Share for each share of LaTex Common Stock then held, 2.6445 New Alliance Shares for each share of LaTex Series A Stock then held, 5.8709 New Alliance Shares for each share of LaTex Series B Stock then held, and a warrant to purchase 0.8806 of a New Alliance Share for each share of LaTex Common Stock subject to warrants is sued by LaTex then held. The New Alliance Shares to be issued to LaTex shareholders will represent approximately 72% of the outstanding stock of Alliance after the merger. The New Alliance Shares held by Alliance shareholders will represent approximately 28% of the outstanding stock of Alliance after the merger. The merger cannot be completed unless the shareholders of both companies approve it. This document is being furnished only to the LaTex shareholders, however, as the Alliance shareholders are receiving a separate document prepared under English law. Both LaTex and Alliance have scheduled special meetings for their respective shareholders to vote on the merger. YOUR VOTE IS VERY IMPORTANT. The Board of Directors of LaTex Resources, Inc., by unanimous vote of the Board and of the independent Directors, have approved the Merger Agreement and authorized the Merger and unanimously recommend that you vote FOR the adoption of the Merger Agreement and authorization of the Merger. Whether or not you plan to attend the LaTex meeting, please take the time to vote by completing and mailing the enclosed proxy card to us. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote in favor of the merger. If you fail to return your card, your proxy will be counted as a vote against the merger. The date, time and place of the special meeting of the LaTex shareholders is: [LaTex to provide] ________________________________ ________________________________ ________________________________ ________________________________ This Proxy Statement provides you with detailed information about the proposed merger. In addition, you may obtain information about both LaTex and Alliance from documents that we have filed with the Securities and Exchange Commission ("SEC"). We encourage you to read this entire document carefully. Jeffrey T. Wilson John A. Keenan Chairman of the Board and President, Managing Director LaTex Resources, Inc. Alliance Resources Plc Proxy Statement dated ________________, 1997, and first mailed to shareholders on _____________, 1997. QUESTIONS AND ANSWERS ABOUT THE ALLIANCE/LATEX MERGER Q: WHY ARE THE TWO COMPANIES PROPOSING TO MERGE? HOW WILL I BENEFIT? A: This merger has been approved by the Boards of both LaTex and Alliance as a means to create an independent oil company that has a larger interest in U.S. properties than either of the separate companies currently have, which, with the potential improvements to cash flow and greater prospect for financial leverage that this base provides, is anticipated to have a greater ability to participate in additional domestic and international oil and gas projects. We believe that the merger will allow the combined companies to pursue opportunities that would otherwise be unavailable or incapable of being exploited by either company separately. Management of Alliance intends to focus particularly on opportunities in the United States and the former Soviet Union, but will consider opportunities throughout the world. Of course, there is no guarantee that the combined companies will be successful in their efforts. Q: WHAT DO I NEED TO DO NOW? A: Mail your signed proxy card in the enclosed return envelope as soon as possible, so that your shares may be represented at the LaTex special meeting which will take place ____________, 1997. The Board of Directors of LaTex unanimously recommends voting in favor of the proposed merger. Q: PLEASE EXPLAIN THE EXCHANGE RATIO. A: At the time of the merger, LaTex shareholders will receive 0.8806 of a New Alliance Share for each share of LaTex Common Stock they hold, 2.6445 New Alliance Shares for each share of LaTex Series A Stock they hold, 5.8709 New Alliance Shares for each share of LaTex Series B Stock they hold, and a warrant to purchase 0.8806 of a New Alliance Share for each share of LaTex Common Stock subject to warrants issued by LaTex they hold. LaTex shareholders who would be entitled to receive a fractional New Alliance Share instead will receive cash based on the middle market quotation of a fractional New Alliance Share derived from the Daily Official List of the London Stock Exchange on August 9, 1996, being the date prior to the announcement in London of the merger. Example: if you currently own 100 shares of LaTex Common Stock, then after the merger you will be entitled to receive 88 New Alliance Shares and a check equivalent to the market value of the middle market quotation referred to above of the .06 fractional share. Q: WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED? A: The Boards of Directors of both companies are working towards completing the merger as quickly as possible. In addition to shareholder approvals, we must also obtain regulatory approvals in both countries. We hope to complete the merger as early as ___________, 1997. Q: WHAT ARE THE TAX CONSEQUENCES TO LATEX SHAREHOLDERS OF THE MERGER? A: The exchange of LaTex shares by LaTex shareholders in the merger into New Alliance Shares will be taxable. The taxable income or loss each LaTex shareholder must recognize will generally be equal to the amount that the middle market quotation as derived from the Daily Official List of the London Stock Exchange of the New Alliance Shares held by a shareholder immediately after the merger exceeds the shareholder's tax basis in the LaTex Shares. To review the tax consequences to shareholders in greater detail, see page __. Q: HOW ARE THE ALLIANCE SHARES BEING CHANGED? A: As part of the merger, the Alliance shareholders are being asked to approve a 40-to-1 reverse stock split of the Alliance stock. It is a condition to the merger that this reverse stock split be approved by the Alliance shareholders. Therefore, in connection with the merger, each 40 Existing Alliance Shares held by an Alliance shareholder at the time of the merger will be converted into one New Alliance Share. In this Proxy Statement, all of the references to the New Alliance Shares mean the Alliance shares after this reverse stock split. Q: HOW DO I REVOKE MY PROXY IF I DECIDE TO DO SO? A: You have the unconditional right to revoke your proxy at any time before your shares are voted. You can revoke the proxy either by appearing in person and notifying the officials at the special meeting that you wish to revoke your proxy or by notifying LaTex in writing addressed to: 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135, Attention: Stacey D. Smethers, Secretary. Your revocation will not be effective unless it has been received by the Secretary of LaTex before the day of the special meeting or by the officials in charge of the special meeting before the shares are voted. Q: HOW DO I DISSENT AND SEEK AN APPRAISAL OF MY SHARES IF I WISH TO DO SO? A: If you wish to dissent from the merger and receive the fair value of your LaTex shares in cash, you must deliver to LaTex, before the special meeting, a written demand for the appraisal of your LaTex Shares. This demand must reasonably inform LaTex of your identity and that you intend to demand the appraisal of your shares. You also must not vote in favor of the merger. After the vote on the merger, you must then follow additional steps to obtain the appraisal of your shares. See page __ for additional information concerning your dissent and appraisal rights and how to pursue those rights. Q: SHOULD I SEND IN MY STOCK CERTIFICATES NOW? A: No. After the merger is completed, we will send you written instructions for exchanging your share certificates. SUBJECT TO COMPLETION, DATED DECEMBER 31, 1996 ALLIANCE RESOURCES PLC THIS DOCUMENT SERVES AS A PROSPECTUS FOR SHARES OF ALLIANCE RESOURCES PLC AND ALSO AS A PROXY STATEMENT FOR A SPECIAL MEETING OF SHAREHOLDERS OF LATEX RESOURCES, INC. TO BE HELD ON ____________, 1997 This Proxy Statement relates to 21,448,520 ordinary shares of (Pounds)0.40 each (the "New Alliance Shares") in the capital of Alliance Resources PLC ("Alliance") that may be issued to the shareholders of LaTex Resources, Inc. ("LaTex") in exchange for the outstanding shares of its common and preferred stock, par value $.01 per share (the "LaTex Shares"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger (the "Merger") of Alliance Resources (Delaware), Inc. ("Alliance Delaware"), a newly formed wholly owned subsidiary of Alliance, into LaTex, and are being offered subject to the approval of the shareholders of LaTex and subject to the satisfaction of the other conditions set forth herein and in the Merger Agreement. A copy of the Merger Agreement is attached as Appendix B to this Proxy Statement. This Proxy Statement also relates to warrants (the "New Warrants") to be issued by Alliance in the Merger to replace 3,034,750 currently outstanding warrants issued by LaTex, and to 2,672,496 New Alliance Shares issuable upon exercise of those New Warrants. The Merger and the Merger Agreement are to be submitted to a vote of the shareholders of LaTex at a special meeting to be held on _______________, 1997. If the Merger is completed, the outstanding LaTex Shares (other than shares, if any, held by LaTex in treasury and shares held by dissenters) will be automatically canceled and LaTex shareholders will receive New Alliance Shares at the rate provided in the Merger Agreement (the "Conversion Rate"). See "The Merger--Terms of the Merger." The currently outstanding Alliance shares (the "Existing Alliance Shares") are traded on the London Stock Exchange under the symbol "ARS." In connection with the Merger, the Existing Alliance Shares will be subject to a 40-to-1 reverse split, pursuant to which each 40 Existing Alliance Shares will be consolidated into one New Alliance Share of (Pounds)0.40 each. In view of the size of the Merger relative to Alliance, the London Stock Exchange, at Alliance's request, has temporarily suspended trading in the Existing Alliance Shares. LaTex's Common Stock is traded on the Nasdaq SmallCap Market ("Nasdaq") under the symbol LATX. On August 9, 1996, the last trading day before the announcement of the Merger Agreement, the middle market quotation (as derived from the Daily Official List of the London Stock Exchange) for the Existing Alliance Shares was (Pounds)0.02 ($0.033) per share (equivalent to (Pounds)0.80 ($1.336) per New Alliance Share) and the last reported sale price on Nasdaq for LaTex's Common Stock was $0.41 per share. On __________, 1997, the last reported sale price for LaTex's Common Stock as reported by Nasdaq was $____ per share. SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. Application is being made to list the New Alliance Shares to be issued in connection with the Merger on the London Stock Exchange. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Proxy Statement is ____________________, 1997. Alliance has filed a registration statement with the Securities and Exchange Commission for the New Alliance Shares and New Warrants to which this Proxy Statement relates. See "Additional Information." For information concerning the circumstances in which this Proxy Statement may be used, see "The Merger--Registration and Resale." NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION ABOUT ALLIANCE, THE NEW ALLIANCE SHARES, THE NEW WARRANTS OR ANY MATTER REFERRED TO IN THIS PROXY STATEMENT OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS PROXY STATEMENT. IF ANY OTHER INFORMATION OR REPRESENTATION IS GIVEN OR MADE, THAT INFORMATION OR REPRESENTATION MAY NOT BE RELIED UPON. NEITHER THE DELIVERY OF THIS PROXY STATEMENT NOR ANY DISTRIBUTION OF THE NEW ALLIANCE SHARES OR NEW WARRANTS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF LATEX OR ALLIANCE SINCE THE DATE HEREOF. HOWEVER, IF ANY MATERIAL CHANGE IN THE AFFAIRS OF LATEX OR ALLIANCE OCCURS AT ANY TIME WHEN THIS PROXY STATEMENT IS REQUIRED TO BE DELIVERED, THE PROXY STATEMENT WILL BE AMENDED OR SUPPLEMENTED. LaTex is subject to the information and reporting requirements of the Securities Exchange Act of 1934 and is, therefore, required to file reports and other information with the Commission relating to its business, financial condition and other matters. These reports, proxy statements and other information are available for inspection at the public reference facilities of the Commission located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the Commission located in the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and in Seven World Trade Center, Suite 1300, New York, New York. Copies may be obtained by mail upon payment of the Commission's customary charges by writing to its principal office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Historical information about LaTex is included in the LaTex Annual Report Form 10-K for the Year Ended July 31, 1996 that is part of this Proxy Statement. All information contained herein with respect to Alliance and its subsidiaries has been supplied by Alliance and all information with respect to LaTex and its subsidiaries has been supplied by LaTex. Until ______________, 1997 (90 days after the date of this Proxy Statement), all dealers effecting transactions in the securities offered hereby, whether or not participating in this distribution, may be required to deliver a Prospectus. This is in addition to the obligations of dealers to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. In this Proxy Statement, references to "dollar" and "$" are to United States dollars, and the terms "U.S." and "United States" means the United States of America, its states, its territories, its possessions and all areas subject to its jurisdiction. All references to "pound," "sterling," or "(Pounds)" are to United Kingdom currency, and the terms "United Kingdom," "U.K." and "UK" mean the United Kingdom of Great Britain and Northern Ireland, its possessions and all areas subject to its jurisdiction. Certain amounts stated in sterling herein have been also stated in dollars solely for convenience, and should not be construed as a representation that such sterling amounts actually represent such dollar amounts or could be, or could have been, converted into dollars at the rate indicated or at any other rate. Unless otherwise indicated, such dollar amounts have been derived by converting from sterling to dollars at the rate of (Pounds)1.00 equals $_________, the noon buying rate in the City of New York for cable transfers in pounds as announced by the Federal Reserve Bank of New York for customs purposes ("Noon Buying Rate") on ____________, 1997. This rate may differ from the actual rate that may have been available at that time. There are currently no UK decrees or regulations restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of the Alliance shares who are non-residents of the UK. __________________ THIS PROXY STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE NEW ALLIANCE SHARES OR THE NEW WARRANTS IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. TABLE OF CONTENTS
Page ---- SUMMARY ................................................................................................. 1 Summary Historical and Pro Forma Financial Data ......................................................... 5 Summary Oil and Natural Gas Reserve Data ................................................................ 8 RISK FACTORS ............................................................................................ 9 Volatility of Oil and Gas Prices and Supplies ....................................................... 9 Need to Replace Reserves ............................................................................ 9 Drilling and Operating Risks ........................................................................ 9 Uncertainty of Estimates of Oil and Natural Gas Reserves ............................................10 Acquisition Risks ...................................................................................10 International Acquisitions and Operations ...........................................................11 Substantial Capital Requirements ....................................................................11 Dependence on Key Personnel .........................................................................12 Competition .........................................................................................12 Governmental and Environmental Regulation ...........................................................12 No Dividends ........................................................................................13 Credit Facility Covenants and Restrictions ..........................................................13 Dependence on Other Operators .......................................................................13 Forward-looking Information .........................................................................14 THE MERGER ..............................................................................................15 Introduction ........................................................................................15 Background of the Merger ............................................................................15 Reasons for the Merger ..............................................................................17 Opinion of LaTex's Financial Advisor ................................................................19 Terms of the Merger .................................................................................21 General ..........................................................................................21 The Merger .......................................................................................21 Conversion Rate ..................................................................................22 Conduct of Business Prior to the Merger ..........................................................22 Conditions to the Merger .........................................................................22 Termination ......................................................................................23 No Solicitation Covenants ........................................................................24 Effective Time of the Merger ........................................................................24 Exchange of Certificates ............................................................................24 Registration and Resale .............................................................................25 Regulatory Matters ................................................................................. 25 Interests of Certain Persons in the Merger ..........................................................26 Accounting Treatment ................................................................................26 Summary Comparison of LaTex Common Stock and New Alliance Shares ....................................26 Restrictions on Resales by Affiliates ...............................................................36 Appraisal Rights of Dissenting LaTex Shareholders ...................................................36 PRICE RANGE OF STOCK AND DIVIDENDS ......................................................................38 SPECIAL MEETING OF SHAREHOLDERS .........................................................................39 Purpose of the Meeting ..............................................................................39 Quorum and Voting ...................................................................................40 Recommendation ......................................................................................40 PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT ................................................41 LATEX ...................................................................................................43
ALLIANCE.................................................................................................43 General..............................................................................................43 Recent Developments..................................................................................44 Oil and Gas Interests................................................................................44 International........................................................................................46 Operations...........................................................................................46 Production...........................................................................................47 Drilling Activity....................................................................................47 SELECTED CONSOLIDATED FINANCIAL INFORMATION OF ALLIANCE..................................................48 UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS OF ALLIANCE..................................49 NOTES TO UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS.....................................53 UNAUDITED PRO FORMA SUPPLEMENTAL OIL AND GAS DISCLOSURES.................................................54 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALLIANCE........55 General..............................................................................................55 1996 Compared with 1995..............................................................................55 1995 Compared with 1994..............................................................................56 Liquidity and Capital Resources......................................................................57 MANAGEMENT...............................................................................................59 Directors and Executive Officers of Alliance.........................................................59 Executive Compensation...............................................................................61 DESCRIPTION OF ALLIANCE SHARES...........................................................................63 Dividends............................................................................................63 Liquidation Rights...................................................................................63 Voting Rights........................................................................................63 Pre-emptive Rights...................................................................................64 Variation of Rights..................................................................................64 Disclosure of Interests..............................................................................64 Miscellaneous........................................................................................64 CERTAIN TAX CONSIDERATIONS...............................................................................65 U.S. Tax Consequences of the Merger..................................................................65 UK and US Tax Consequences of Ownership and Disposition of New Alliance Shares.......................66 Taxation of Dividends.............................................................................66 Backup Withholding and Information Reporting......................................................68 Taxation of Capital Gains.........................................................................68 Estate and Gift Tax...............................................................................68 Stamp Duty and Stamp Duty Reserve Tax.............................................................69 Controlled Foreign Corporation Status.............................................................69 Passive Foreign Investment Company Status........................................................ 69 EXPERTS..................................................................................................71 LEGAL MATTERS............................................................................................71 SHAREHOLDER PROPOSALS....................................................................................71 ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS..........................71 ADDITIONAL INFORMATION...................................................................................72 REPORTS TO SHAREHOLDERS..................................................................................74 ALLIANCE FINANCIAL STATEMENTS.......................................................................... F-1
Appendix A - Definitions................................................................................A-1 Appendix B - Agreement and Plan of Merger, with amendment...............................................B-1 Appendix C - Opinions of Wood Roberts LLC...............................................................C-1 Appendix D - Delaware General Corporation Law (S)262....................................................D-1 LaTex Annual Report Form 10-K for the Year Ended July 31, 1996..........................................S-1
- -------------------------------------------------------------------------------- SUMMARY This summary highlights selected information from this document and may not contain all of the information that is important to you. To understand the Merger fully and for a more complete description of the legal terms of the Merger Agreement, you should read carefully this entire document. THE COMPANIES (SEE PAGE ___) Alliance Resources Plc Alliance is a London-based holding Kingsbury House company of a group whose principal 15-17 King Street activities are the exploration, London SW1Y 6QU development and production of oil and England gas in the United States. The group's Telephone: 44 171 930 9337 existing producing oil and gas interests are located in the State of Louisiana. After the Merger, Alliance's principal United States operating offices will be located at 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. LaTex Resources, Inc. LaTex is an independent oil and gas 4200 East Skelly Drive, Suite 1000 exploration and production company Tulsa, Oklahoma 74135 located in Tulsa, Oklahoma, primarily U.S.A. engaged in the acquisition and Telephone: (918) 747-7000 exploitation of producing oil and gas properties. LaTex owns and operates producing oil and gas properties located in 14 states with reserves located primarily in the states of Mississippi, Louisiana, Oklahoma, Texas and Alabama. Additional information concerning LaTex is included on LaTex's Annual Report on Form 10-K for the Year Ended July 31, 1996, which accompanies this Proxy Statement. OUR REASONS FOR THE MERGER (SEE PAGE __) The combined company will have a larger interest in U.S. properties than either of the separate companies and, with the potential improvements to cash flow and greater prospect for financial leverage that this base provides, is anticipated to have a greater ability to participate in domestic and international projects. In particular, the management and Boards of Directors of both companies believe that the Merger will allow the combined company the opportunity to pursue development and acquisition projects that would otherwise be unavailable or incapable of being exploited by either company separately. Following the Merger, management of Alliance intends to focus particularly on opportunities in the United States and the former Soviet Union, but will consider acquisitions throughout the world. Of course, there is no guarantee that the combined company will be successful in its efforts. Management of both LaTex and Alliance are confident that the two companies may be combined efficiently. The combined company's headquarters will be located in Alliance's current London offices, which will provide greater access to international opportunities, while LaTex's Tulsa office will become headquarters for domestic operations by integrating Alliance's smaller U.S. operation. In recommending the Merger to its shareholders, LaTex's Board of Directors considered a number of factors, including (a) the worsening financial condition of LaTex; (b) management's unsuccessful attempts to secure additional debt and/or equity financing; (c) the strategic aspects of a merger with Alliance; (d) the difficulties of continuing to operate as a small independent oil and gas company in the face of increasing competition for domestic and international opportunities and (e) the difficulty of significantly increasing the company's assets, revenue or cash flow by pursuing only domestic projects. - -------------------------------------------------------------------------------- 1 - -------------------------------------------------------------------------------- OUR RECOMMENDATION TO LATEX SHAREHOLDERS (SEE PAGE __) The LaTex Board of Directors believes that the Merger is in your best interest and unanimously recommends that you vote FOR the proposal to approve and adopt the Merger Agreement and the Merger. THE MERGER (SEE PAGE ___) The Merger Agreement is attached as Appendix B to this Proxy Statement. The LaTex Board of Directors encourages you to read the Merger Agreement as it is the legal document that governs the Merger. As part of the Merger, the Alliance shareholders are being asked to approve a 40-to-1 reverse stock split of the Existing Alliance Shares. It is a condition to the Merger that this reverse stock split be approved by the Alliance Shareholders. Therefore, in connection with the Merger, each 40 Existing Alliance Shares of (Pounds)0.01 each at the time of the Merger will be consolidated into one New Alliance Share of (Pounds)0.40 each. In this Proxy Statement, all of the references to the New Alliance Shares mean the Alliance stock after this reverse stock split. WHAT LATEX SHAREHOLDERS WILL RECEIVE (SEE PAGE ___) Alliance will issue up to 21,448,520 New Alliance Shares to LaTex shareholders in the Merger. At the time of the Merger, LaTex shareholders will receive 0.8806 of a New Alliance Share for each share of LaTex Common Stock they hold, 2.6445 New Alliance Shares for each share of LaTex Series A Stock they hold, 5.8709 New Alliance Shares for each share of LaTex Series B Stock they hold, and a New Warrant to purchase 0.8806 of a New Alliance Share for each share of LaTex Common Stock subject to warrants issued by LaTex outstanding at the time of the Merger. No fractional shares will be issued. Instead, LaTex shareholders will receive a check in payment for any fractional shares based on the middle market quotation of a fractional New Alliance Shares derived from the Daily Official List of the London Stock Exchange on August 9, 1996, being the date prior to the announcement in London of the Merger, of the fractional New Alliance Shares to which they are entitled. You should not send in your stock certificates until instructed to do so after the Merger is completed. OWNERSHIP OF THE NEW ALLIANCE FOLLOWING THE MERGER (SEE PAGE ___) The New Alliance Shares issued to LaTex shareholders in the Merger will constitute approximately 72% of the outstanding common stock of Alliance immediately after the Merger. In addition, persons who hold warrants at the time of the Merger to purchase LaTex Shares will receive New Warrants to purchase 2,672,496 New Alliance Shares, or approximately 8.2% of the New Alliance Shares outstanding after the Merger, and assuming exercise of all of the New Warrants. BOARD OF DIRECTORS AND MANAGEMENT OF THE NEW ALLIANCE FOLLOWING THE MERGER (SEE PAGES ___ AND ___) It is expected by the current management and the Board of Directors of both companies that after the Merger is completed John A. Keenan will continue as Managing Director of the new Alliance, Paul R. Fenemore will continue as Director of Operations and Business Development of the new Alliance, and H. Brian K. Williams will continue as Finance Director of the new Alliance. The current Board of Directors of Alliance will comprise the Board of Directors of the new Alliance with the addition of two LaTex members to a total of 10 members. Upon completion of the Merger, Jeffrey T. Wilson will resign from his position as LaTex's Chief Executive Officer. Mr. Wilson and John R. Martinson, both current directors of LaTex, will become non-executive directors of the new Alliance. - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- CONDITIONS TO THE MERGER (SEE PAGE ___) The completion of the Merger depends upon meeting a number of conditions, including the following: (a) approvals by the holders of a majority of the voting stock of each of Alliance and LaTex. (b) the approval of governmental authorities and the London Stock Exchange; (c) the absence of any change in or affecting either of the companies that causes a material adverse effect on either of them; and (d) the number of LaTex shareholders demanding an appraisal of their shares prior to the LaTex Special Meeting not exceeding 5% of any class of the outstanding LaTex Shares. Certain of these conditions to the Merger may be waived by the party entitled to assert the condition. TERMINATION OF THE MERGER AGREEMENT (SEE PAGE ___) The Boards of Directors of either LaTex and Alliance have the right to terminate the Merger Agreement without completing the Merger, and either party can terminate the Merger Agreement if any of the following occurs: (a) the Merger is not completed by February 28, 1997; or (b) the approval of the holders of a majority of the stock of either Alliance or LaTex is not received; (c) a court or other relevant governmental authority prohibits the Merger; or (d) the other party breaches or materially fails to comply with any of its representations or warranties or obligations under the Merger Agreement; (e) the Board of Directors of the other party either: (i) withdraws or modifies in any adverse manner its approval or recommendation in favor of the Merger, or (ii) approves or recommends a significant transaction with a third party; or (f) the business of the other party materially changes for the worse; or (g) the Board of Directors of either company determines, under certain circumstances, that the board's fiduciary obligations require acceptance of an offer from a third party to enter into a significant transaction. TERMINATION FEES (SEE PAGE ___) The Merger Agreement requires Alliance or LaTex to pay to the other a termination fee of $1 million, plus expenses, if the Merger terminates under certain circumstances, including a determination by the Board of Directors of Alliance or LaTex to accept an offer from a third party to enter into a significant transaction with a third party. - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- OTHER INTERESTS OF OFFICERS AND DIRECTORS IN THE MERGER (SEE PAGE ___) In considering the Board's recommendation that you vote in favor of the Merger, you should be aware that Jeffrey T. Wilson, LaTex's Chief Executive Officer, will have a consulting agreement with Alliance that will provide him with interests in the Merger that are different from, or in addition to, yours. In addition, John R. Martinson, a director of LaTex, is a principal in Wood Roberts LLC, which on completion of the Merger will receive a fee for rendering an opinion regarding the fairness of the Merger. ACCOUNTING TREATMENT (SEE PAGE ___) The Board of Directors of LaTex expects the Merger to be treated as a purchase for accounting and financial reporting purposes. For US GAAP purposes, because LaTex is the larger company, this means that the transaction will be treated as if LaTex had acquired and assumed the operations of Alliance on the Effective Time of the Merger. OPINION OF FINANCIAL ADVISOR (SEE PAGE ___) In deciding to approve the Merger, the LaTex Board of Directors considered an opinion provided by LaTex's financial advisor, Wood Roberts LLC ("Wood Roberts"), as to the fairness to the LaTex shareholders of the Conversion Rate from a financial point of view. This opinion is attached as Appendix C to this Proxy Statement. We encourage you to read this opinion. In connection with delivering this opinion, Wood Roberts performed a variety of analyses. These included comparing the relative oil and gas reserve values and net assets of Alliance and LaTex and comparing the financial results and historical stock prices of LaTex and Alliance to those of other selected oil and gas companies traded on the London Stock Exchange, and other matters. MATERIAL FEDERAL INCOME TAX CONSEQUENCES (SEE PAGE ___) The exchange of LaTex Shares by LaTex shareholders in the Merger into New Alliance Shares will be taxable under United States tax law. The taxable income or loss each LaTex shareholder must recognize will generally be equal to the amount by which the market value of the New Alliance Shares held by a shareholder immediately after the Merger differs from the shareholder's basis in the LaTex Shares. RESTRICTIONS ON RESALES (SEE PAGE __) There are certain restrictions on resales of New Alliance Shares to be received by affiliates of LaTex in the Merger. DISSENT AND APPRAISAL RIGHTS (SEE PAGE __) Under Delaware law, any LaTex shareholder will have the right to demand an appraisal of, and a cash payment for the fair value of, his LaTex Shares by delivering to LaTex before the Special Meeting a written demand for appraisal. This demand must reasonably inform LaTex of the shareholder's identity and that the shareholder intends to demand the appraisal of his shares. The shareholder must then follow the other requirements for demanding an appraisal. - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- COMPARATIVE PER SHARE MARKET PRICE INFORMATION (SEE PAGE __) The Existing Alliance Shares are traded on the London Stock Exchange and are not traded in the United States. On August 9, 1996, the last full trading day on the London Stock Exchange prior to the public announcement of the Merger Agreement, Alliance stock closed at (Pounds)0.02 ($0.33) per Existing Alliance Share (equivalent to (Pounds)0.80 ($1.336) per New Alliance Share). At the request of Alliance, the Existing Alliance Shares have been suspended from trading since the announcement of the Merger. LaTex Common Stock is traded and quoted on the Nasdaq SmallCap Market. On August 9, 1996, LaTex Common Stock closed at $0.41 per share on Nasdaq. On December __, 1996, LaTex Common Stock closed at $____ on Nasdaq. LISTING OF ALLIANCE SHARES (SEE PAGE __) Because Alliance and LaTex believe that the trading market for small independent oil and gas companies is generally more favorable in London at this time than in the U.S., Alliance is applying for listing on the London Stock Exchange of the New Alliance Shares to be issued in connection with the Merger. Alliance does not intend to list the New Alliance Shares on any United States stock exchange or the Nasdaq National Market System or SmallCap Market, but anticipates that the New Alliance Shares may be traded from time to time over the counter. SUMMARY SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL AND RESERVE INFORMATION We are providing the following operating and financial information to aid you in your analysis of the financial aspects of the Merger. SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA This summary historical financial data has been derived from Alliance's and LaTex's audited financial statements and notes thereto contained elsewhere in this Proxy Statement and in the LaTex Form 10-K. The summary historical financial data is qualified in its entirety and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of Alliance" on page __, Alliance's Financial Statements" on page F- 1, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Consolidated Financial Statements and Notes" of LaTex included in the LaTex Form 10-K. - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- ALLIANCE
AS OF AND FOR THE YEAR ENDED APRIL 30, -------------------------------------------------------- 1996 1995 1994 1993 1992 -------- ------- ------- ------- ------ (in thousands) (Restated) Selected Income Statement Data Amounts in accordance with UK GAAP Total Revenues................................. 3,686 1,483 837 631 972 Depletion and depreciation..................... 1,668 14,944 128 278 347 (Loss)from continuing operations before and after income taxes............... (3,593) (18,213) (1,177) (1,627) (818) Approximate amounts in accordance with US GAAP Net (loss) (3,428) (21,641) (Loss) per Existing Alliance Share (0.7)p (9.6)p Selected Balance Sheet Information Amounts in accordance with UK GAAP Working capital (deficiency)................ 536 (8,215) (1,478) (2,022) (2,364) Net Property, Plant and Equipment........... 7,311 8,047 14,484 10,594 10,064 Total assets................................ 9,845 9,335 16,334 11,132 10,358 Long-term debt, net of current liabilities.. 92 1,240 925 1,203 - Total Liabilities........................... 2,090 10,773 4,045 5,068 2,667 Shareholders' equity....................... 7,755 (1,438) 12,289 6,064 7,691 Approximate amounts in accordance with US GAAP Total Assets 7,582 6,907
All figures are in U.S. dollars except for per share information. - -------------------------------------------------------------------------------- 6 - -------------------------------------------------------------------------------- LaTex
AS OF AND FOR THE YEAR ENDED JULY 31, -------------------------------------------------------- 1996 1995 1994 1993 1992 ------- ------ ------ ------ ------- (restated) (in thousands) Total Revenues ......................... 13,531 10,443 12,085 11,477 7,549 Depletion, depreciation and amortization 4,706 2,711 2,214 2,899 1,724 (Loss) from continuing operations before income taxes ................... (8,420) (2,456) (423) (329) (462) Net (loss) from continuing operations... (8,420) (2,491) (423) (190) (303) Selected Balance Sheet Information Working capital (deficit)............ (28,420) (7,119) (1,727) (2,117) (10,353) Net Property, Plant and Equipment.... 31,945 37,709 13,244 12,440 12,304 Total assets......................... 38,966 47,923 21,259 21,246 35,399 Long-term debt, net of current liabilities....................... 0 20,635 4,467 4,868 2,544 Total liabilities.................... 32,648 31,922 10,979 13,030 32,760 Shareholders' equity................. 6,318 16,001 10,280 8,216 2,639 Pro Forma Combined
AS OF AND FOR THE YEAR ENDED April 30, 1996 -------------- Selected Income Statement Information Total Revenues....................................... 17,217 Depletion and depreciation........................... (7,050) (Loss) from continuing operations before and after income taxes..................... (12,961) Selected Balance Sheet Information Working capital (deficiency)......................... (30,657) Net Property, Plant and Equipment.................... 42,557 Total assets......................................... 51,840 Long-term debt, net of current maturities 92 Total liabilities.................................... 37,238 Shareholders' equity................................. 14,602
- -------------------------------------------------------------------------------- 7 - -------------------------------------------------------------------------------- SUMMARY OIL AND NATURAL GAS RESERVE DATA The net proved oil and natural gas reserve estimates as of April 30, 1996 with respect to approximately 70% in value of Alliance's properties have been prepared by Ryder Scott Co., independent petroleum engineers, with the estimates for the remainder of Alliance's properties having been prepared by internal engineers. The net proved oil and natural gas reserve estimates as of July 31, 1996, for LaTex have been prepared by Lee Keeling and Associates, Inc., independent petroleum engineers. Additional information about Alliance's and LaTex's oil and natural gas reserves is discussed in "Risk Factors--Uncertainty of Estimates of Oil and Natural Gas Reserves," "Alliance--Oil and Gas Properties," Note 11 to the Consolidated Financial Statements of Alliance, and "Item 1 and Item 2. Business and Properties" and Note 20 to the Consolidated Financial Statements of LaTex in the LaTex Form 10-K included with this Proxy Statement.
As of and for the year ended ------------------------------------- APRIL 30, 1996 JULY 31, 1996 ALLIANCE LATEX -------- ----- Estimated Proved Reserves: Oil (Mbbls)........................ 628 6,353 Natural gas (Mmcf)................. 2,384 28,172 Oil equivalent (MBOE).............. 1,026 11,048 Present value of estimated future net revenues (thousands)(1)....... 8,897 53,499 Average Oil Price Used............. $22.34 $19.74 Average Gas Price Used............. $2.68 $2.66 Production Oil (bbls)......................... 125,000 405,000 Natural Gas (Mcf).................. 602,000 3,481,000
____________________ (1) Determined based on period-end unescalated prices and costs in accordance with the guidelines of the Securities and Exchange Commission (the "SEC"), discounted at 10% per annum. - -------------------------------------------------------------------------------- 8 RISK FACTORS VOLATILITY OF OIL AND GAS PRICES AND SUPPLIES The revenues, profitability and future rates of growth of both Alliance and LaTex are substantially dependent upon the price of, and demand for, oil, natural gas and natural gas liquids. Historically the markets for oil and natural gas have been volatile and are likely to continue to be volatile in the future. Prices for oil and natural gas are subject to wide fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty and a variety of additional factors that are beyond the control of the companies. These factors include the level of consumer product demand, weather conditions, availability of alternative fuels, political conditions in the Middle East and other petroleum producing areas, the foreign supply of oil and natural gas, the price of foreign imports and overall economic conditions and domestic and foreign government negotiations. It is therefore impossible to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would not only reduce the company's cash flow, liquidity and profitability, but could also reduce the combined amount of oil and natural gas that can be produced economically and could, therefore, have a material adverse effect on the combined company's financial condition, results of operations and reserves. Although it is the intention of Alliance management to hedge a substantial portion of the commodity price risk associated with the combined company's production of oil and natural gas to achieve some level of constant commodity pricing, the hedging policy for the combined group has not yet been determined. The availability of a ready market for oil and natural gas production also depends on a number of factors, including the demand for and supply of oil and natural gas and the proximity of reserves to, and the capacity of, oil and natural gas gathering systems, pipelines or trucking and terminal facilities. Wells may be temporarily shut in for lack of a market or due to inadequacy or unavailability of pipeline or gathering system capacity. NEED TO REPLACE RESERVES The combined company's future success depends on its ability to find, develop or acquire additional oil and natural gas reserves that are recoverable on an attractive economic basis. Unless Alliance successfully replaces the reserves that it produces (through development, exploration or acquisitions), its proved reserves will decline. Approximately 29.3% of the combined company's total proved reserves at July 31, 1996 on a pro forma basis were either proved undeveloped or proved developed non-producing. Recovery of such reserves will require significant capital expenditures and successful drilling operations, and there can be no assurance that Alliance will be successful in its effort to develop or replace its proved reserves or that Alliance will have success adding reserves at low finding and development costs. Furthermore, although Alliance's reserves may increase if oil and natural gas prices increase, Alliance's finding costs for additional reserves could also increase. DRILLING AND OPERATING RISKS Drilling activities are subject to many risks, including the risk that no commercially productive reservoirs will be encountered. There can be no assurance that new wells drilled by Alliance will be productive or that Alliance will recover all or any portion of its investment. Drilling for oil and natural gas may involve unprofitable efforts, not only from dry wells but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. The cost of drilling, completing and operating wells is often uncertain. In addition, Alliance's drilling operations may be curtailed, delayed or canceled as a result of numerous factors, many of which are beyond Alliance's control, including 9 title problems, weather conditions, compliance with governmental requirements and shortages or delays in the delivery of equipment and services. Alliance's operations are subject to all of the risks normally incident to the operation and development of oil and natural gas properties and the drilling of oil and natural gas wells, including encountering unexpected formations or pressures, blow-outs, the release of contaminants into the environment, cratering and fires, all of which could result in personal injuries, loss of life, damage to property of Alliance and others, and the imposition of fines and penalties pursuant to environmental legislation. See "Governmental and Environmental Regulation." Alliance is not fully insured against all of these risks, nor are all such risks insurable. Although Alliance maintains liability insurance in an amount that it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or, as in the case of environmental fines and penalties, be uninsurable, in which event Alliance could incur significant costs that could have a material adverse effect upon its financial condition. Alliance believes that it has proper procedures in place and that its operating staff carries out their work in a manner designed to mitigate these risks. UNCERTAINTY OF ESTIMATES OF OIL AND NATURAL GAS RESERVES Estimates of proved developed oil and natural gas reserves and future net revenues therefrom appearing elsewhere herein are based on reserve reports prepared by independent petroleum engineers. The estimation of reserves requires substantial judgment on the part of the petroleum engineers, resulting in imprecise determinations, particularly with respect to new discoveries. Different reserve engineers may make different estimates of reserve quantities and revenues attributable thereto based on the same data. The accuracy of any reserve estimate depends on the quality of available data as well as engineering and geological interpretation and judgment. Results of drilling, testing and production or price changes subsequent to the date of the estimate may result in revisions to such estimates. The discounted future net cash flows referred to in this document should not be construed as the current market value of the estimated oil and natural gas reserves attributable to either company's properties. In accordance with applicable requirements of the SEC, the estimated discounted future net cash flows from proved reserves are generally based on prices and costs as of the date of the estimate, whereas actual future prices and costs may be materially higher or lower. Actual future net cash flows will also be affected by factors such as the amount and timing of actual production, supply and demand for oil and natural gas, curtailments or increases in consumption by natural gas purchasers and changes in governmental regulations or taxation. The timing of actual future net cash flows from proved reserves, and thus their actual present value, will be affected by the timing of both the production and the incurrence of expenses in connection with development and production of oil and natural gas properties. In addition, the 10% discount factor, which is required by the Securities and Exchange Commission to be used to calculate discounted future net cash flows for reporting purposes, is not necessarily the most appropriate discount factor based on interest rates in effect from time to time and risks associated with either company or the oil and natural gas industry in general. ACQUISITION RISKS After the Merger, Alliance intends to pursue acquisition opportunities on terms management considers favorable. There can be no assurance that suitable acquisition candidates will be identified in the future, nor that they will be integrated successfully into Alliance's operations or successful in achieving desired 10 profitability objectives. In addition, Alliance will compete against other companies for acquisitions, and there can be no assurance that it will be successful in the acquisition of any material property interests. The successful acquisition of producing properties requires an assessment of recoverable reserves, exploration potential, future oil and natural gas prices, operating costs, potential environmental and other liabilities and other factors beyond Alliance's control. In connection with such an assessment, Alliance will review the subject properties in a manner that it believes to be generally consistent with industry practices. Nonetheless, the resulting assessments are necessarily inexact and their accuracy inherently uncertain, and such a review may not reveal all existing or potential problems, nor will it necessarily permit a buyer to become sufficiently familiar with the properties to fully assess their merits and deficiencies. Inspections may not always be performed on every platform or well, and structural and environmental problems are not necessarily observable even when an inspection is undertaken. Additionally, significant acquisitions can change the nature of the operations and business of Alliance depending upon the character of the acquired properties, which may be substantially different in operating and geologic characteristics or geographic location than existing properties. While it is Alliance's current intent to concentrate on acquiring producing properties with development and exploration potential, there is no assurance that Alliance will not pursue acquisitions or properties with differing characteristics. INTERNATIONAL ACQUISITIONS AND OPERATIONS Although Alliance's operations are currently conducted in the United States, it is the intention of management to explore and develop projects both domestically and internationally. Such international operations are subject to political, economic and other uncertainties, including, among others, risk of war, revolution, border disputes, expropriation, renegotiation or modification of existing contracts, import, export and transportation regulations and tariffs, taxation policies, including royalty and tax increases and retroactive tax claims, exchange controls, currency fluctuations and other uncertainties arising out of foreign government sovereignty over Alliance's potential operations. Alliance's proposed international operations may also be adversely affected by laws and policies of the United States affecting foreign trade, taxation and investment. Furthermore, in the event of a dispute arising from international operations, Alliance may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in the United States or Great Britain. SUBSTANTIAL CAPITAL REQUIREMENTS In the future, Alliance will require additional funds to develop, maintain and acquire additional interests in existing or newly-acquired properties. Historically, Alliance has financed these expenditures primarily with proceeds from debt and equity financings, cash provided by operating activities, asset sales and sales of partial interest in international and domestic concessions. Alliance currently plans to increase capital expenditures from approximately US$1.7 million in fiscal 1996 to approximately US$2.7 million in fiscal 1997 principally for remedial and developmental capital expenditures for the combined company's assets in Alabama, Mississippi and Louisiana. Management believes that, after debt service, it will have sufficient cash provided by operating activities, availability under the Credit Agreement, as currently proposed to be amended, and asset sales to fund planned capital expenditures in 1997. There can be no assurance that additional capital will always be available to Alliance in the future or that it will be available on terms that are acceptable to Alliance. Should outside capital resources be limited, the rate of growth would be adversely affected, and there can also be no assurance that Alliance would be able to increase its oil and natural gas production or oil and natural gas reserves. If revenues decrease as a result of lower oil and natural gas prices or otherwise, Alliance may have limited ability to expend the capital necessary to replace its reserves or to maintain production at current levels, resulting in a decrease in production over time. Since Alliance is not the majority owner in all of its oil and gas properties, 11 it may have no control over the timing or amount of capital expenditures associated with these properties. If Alliance is unable to fund its capital expenditures, the company's interests in some of its properties may be reduced or forfeited. If Alliance's cash flow from operations is not sufficient to satisfy its capital expenditure requirements, there can be no assurance that additional debt or equity financing, asset sales or sales of partial interests will be available to meet these requirements. DEPENDENCE ON KEY PERSONNEL Alliance believes that its continued success will depend to a significant extent upon the abilities and continued efforts of its Board of Directors and its senior management, particularly John A. Keenan, its Managing Director. The loss of the services from any of its key personnel could have a material adverse effect on its results of operations. The success of Alliance will also depend, in part, upon its ability to find, hire and retain additional key management personnel who are also being sought by other businesses. The inability to find, hire and retain such personnel could have a material adverse effect upon Alliance's results of operations. See "Management--Directors and Executive Officers." COMPETITION Alliance operates in a highly competitive environment. It competes with major integrated and independent energy companies for the acquisition of desirable oil and natural gas properties, as well as for the equipment and labor required to develop and operate such properties. Many of these competitors have financial and other resources substantially greater than those of Alliance. See "Business and Properties--Competition." GOVERNMENTAL AND ENVIRONMENTAL REGULATION The production of oil and natural gas is subject to regulation under a wide range of international and United States federal and state statutes, rules, orders and regulations. In the United States, state and federal statutes and regulations require permits for drilling, reworking and recompletion operations, drilling bonds and reports concerning operations. Most states in which Alliance will own and operate properties have regulations governing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the establishment of maximum rates of production from oil and natural gas wells and the regulation of the spacing, plugging and abandonment of wells. Many states also restrict production to the market demand for oil and natural gas and several states have indicated interest in revising applicable regulations in light of the persistent oversupply and low prices for oil and natural gas production. These regulations may limit the rate at which oil and natural gas could otherwise be produced from properties. Some states have also enacted statutes prescribing ceiling prices for natural gas sold within the state. See "Business and Properties--Regulations." Various federal, state and local laws and regulations relating to the protection of the environment may affect Alliance's operations and costs. In particular, Alliance's production operations, its salt water disposal operations and its use of facilities for treating, processing or otherwise handling hydrocarbons and wastes therefrom are subject to stringent environmental regulation. Although compliance with these regulations increases the cost of operations, such compliance has not had a material effect on Alliance's capital expenditures, earnings or competitive position. Environmental regulations have historically been subject to frequent change by regulatory authorities and Alliance is unable to predict the ongoing cost of complying with these laws and regulations or the future impact of such regulations on its operations. A significant discharge of hydrocarbons into the environment could, to the extent such event is not insured, subject Alliance to substantial expense. See "Business and Properties--Regulations--Environmental Regulations." 12 NO DIVIDENDS Neither Alliance nor LaTex have paid any dividends on their outstanding ordinary or common shares, nor does Alliance intend to do so in the foreseeable future. In addition, Alliance is precluded from paying dividends until such time as its retained loss is cleared and will further be restricted from paying dividends under the credit facility it will have with Bank of America after the Merger. Alliance currently intends to retain its cash for the continued expansion of its business, including exploration, development and acquisition activities. The combined company currently intends to retain its cash for the operation and expansion of its business, including exploration, development and acquisition activities. The terms of the Credit Agreement also contain restrictions on the payment of dividends to holders of common stock. Accordingly, Alliance's ability to pay dividends will depend upon such restrictions and the company's results of operations, financial condition, capital requirements and other facts deemed relevant by the Board of Directors. CREDIT FACILITY COVENANTS AND RESTRICTIONS LaTex currently owes approximately $19,385,496 under its Credit Agreement with the Bank of America. The interest rate on the indebtedness is, at the option of LaTex, either the lending bank's base interest rate plus 1% or up to 2% (based on the principal balance outstanding) over the rate for borrowing dollars by the lending bank in the London Interbank (LIBOR) market. The principal must be amortized at the rate of $322,500 per month with the entire outstanding balance due March 31, 2000. The credit facility is secured by first mortgages on all of LaTex's oil and gas properties. The Credit Agreement contains various affirmative and negative covenants including, among others, the requirements that LaTex maintain certain ratios of current assets to current liabilities, minimum tangible net worth, restrictions on selling, general and administrative expenses and the payment of dividends. Material breaches of these or other covenants which are not cured or waived could result in a default under the Credit Agreement resulting in this indebtedness becoming immediately due and payable and empowering the lender to foreclose against the collateral for the loan. LaTex has been in default under various affirmative and negative covenants of the Credit Agreement with respect to which the Bank of America has agreed to not take any action before February 28, 1997. The current management of Alliance has undertaken negotiations with the Bank of America to restructure this credit facility, and in this regard has secured a commitment letter and term sheet for a proposed credit facility for the combined company. However, there is no guarantee that such restructuring will result in the combined company's ability to satisfy the requirements of the proposed credit facility. If the Credit Agreement cannot be refinanced on terms acceptable to Alliance and the bank, the bank could declare the balance due and foreclose on LaTex's oil and gas properties. Under such circumstances, the Merger would not take place and LaTex's shareholders could lose their entire investment. DEPENDENCE ON OTHER OPERATORS With respect to wells not operated by LaTex and Alliance in which they own a working interest, the independent operators are, in some cases, privately-held companies which may have limited financial resources. If a third party operator experiences financial difficulty and fails to pay for materials and services in a timely manner, the wells operated by such third party operators could be subject to material and workmen's liens. In such event, the combined company would occur costs in discharging such liens. 13 FORWARD-LOOKING INFORMATION All statements other than statements of historical fact contained in this Proxy Statement, including statements in "Alliance Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Alliance Business and Properties," or contained in LaTex's Form 10-K, including statements in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and " Business," generally are accompanied by words such as "anticipate," "believe," "estimate," "project" or "expect" or similar statements. Although Alliance and LaTex believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove correct. Factors that could cause actual results to differ materially from the results discussed in such forward-looking statements include the risks described under "Risk Factors" above, such as the fluctuations of the prices received or demand for oil and natural gas, the uncertainty of drilling results and reserve estimates, operating hazards, acquisition risks, requirements for capital, general economic conditions, the competition from other exploration, development and production companies and the effects of governmental and environmental regulation. All forward-looking statements in this Proxy Statement and LaTex's Form 10-K are expressly qualified in their entirety by the cautionary statements in this paragraph. TRADING MARKETS The LaTex Common Stock is presently quoted on Nasdaq. Until September 4, 1996, the LaTex Common Stock was also listed on the Pacific Stock Exchange. Because Alliance and LaTex believe that the trading market for small independent oil and gas companies is generally more favorable in London than in the U.S. at this time, Alliance is applying for listing on the London Stock Exchange of the New Alliance Shares to be issued to LaTex shareholders in the Merger. Alliance does not intend to list the New Alliance Shares on any U.S. stock exchange or Nasdaq. Quotations for shares listed on the London Stock Exchange are not generally readily available in newspapers or other publications in the United States. However, investors may place orders for the purchase or sale of shares traded on the London Stock Exchange through most licensed broker dealers in the United States. As a result, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the New Alliance Shares to be received in the Merger. 14 THE MERGER INTRODUCTION At the Special Meeting, the shareholders of LaTex will consider and take action with respect to the Merger Agreement pursuant to which Alliance Resources (Delaware) Inc., a wholly owned subsidiary of Alliance, will be merged with and into LaTex. As a result of the Merger, each outstanding LaTex Share (other than LaTex Shares, if any, held by LaTex in treasury and LaTex Shares held by a shareholder who has properly exercised his dissent and appraisal rights) will automatically be canceled and LaTex shareholders will receive New Alliance Shares at the Conversion Rate. The Board of Directors of LaTex has unanimously approved the Merger Agreement as being in the best interests of LaTex and its shareholders and directed that the Merger Agreement be submitted to LaTex's shareholders for approval. BACKGROUND OF THE MERGER John A. Keenan, the chief executive of Alliance, is an attorney who has been involved in oil and gas transactions and has been an officer of oil and gas companies in Houston for several years. John Martinson, a director of LaTex, is also located in Houston and has been involved in numerous transactions with oil and gas companies. Consequently, Messrs. Keenan and Martinson have had a business acquaintance for several years. In February 1996, they had a telephone discussion regarding Mr. Keenan's recent involvement with Alliance, prior to his appointment as the chief executive, as an advisor and non-executive director. The telephone conversation consisted mainly of Mr. Keenan's description of the state of Alliance's operations and the acquisition strategy that the company had adopted. Mr. Martinson then indicated that LaTex might be interested in a potential combination with Alliance. Several phone conversations between Messrs. Keenan and Martinson ensued regarding a potential combination between Alliance and LaTex which resulted in a meeting between the two men on March 11, 1996. At the meeting, Mr. Keenan gave Mr. Martinson an update on Alliance, including some discussion of potential ventures in the former Soviet Union as well as background on Alliance's largest shareholder, Trans Arabian Energy Limited ("Trans Arabian"). Both men agreed to engage in further discussions after briefing management at their respective companies. On March 12, 1996, LaTex held a board meeting at which the possibility of a merger with Alliance was discussed. This was followed by a meeting in Houston on March 17, 1996 by and among Mr. Keenan, Mr. Martinson and Jeffrey T. Wilson, the Chairman and CEO of LaTex. The meeting was general in nature and included discussions of both companies and the relative merits of a combination. Mr. Keenan related that he would discuss a potential combination with Rothschild Natural Resources, L.L.C. ("Rothschild"), financial advisers to Alliance, and Messrs. Martinson and Wilson agreed to discuss same with Bank of America, LaTex's principal lender. Subsequent discussions with those parties elicited positive responses, which led to a meeting in LaTex's offices in Tulsa, Oklahoma on April 9, 1996, where Mr. Keenan met with the members of LaTex Board of Directors and senior management. This meeting led to the Board of LaTex agreeing to allow Mr. Wilson to enter into formal discussions with Alliance regarding a merger of the two companies. Over the next several weeks, several telephone conversations between Messrs. Keenan, Wilson and Martinson progressed discussions. On April 23, 1996, a conference call involving Messrs. Keenan, Martinson and Wilson led to a list of key issues being agreed. At this time, LaTex drafted a letter of intent which was circulated internally for discussion purposes. 15 Mr. Martinson met Mr. Keenan and Mr. Christopher Samuelson, a non-executive director of Alliance, on April 26, 1996, to discuss the potential merger of LaTex and Alliance. Mr. Samuelson indicated a desire to proceed with discussions whereupon, by a memorandum dated May 1, 1996, Mr. Martinson recommended a merger with Alliance to fellow board members of LaTex. On May 6th, Mr. Martinson held separate discussions with Mr. Keenan and Mr. Wilson concerning the merger, which culminated in a decision by Mr. Wilson and Mr. Philip Wade, an outside director and significant shareholder of LaTex, to travel to London the week of May 22, 1996, to discuss the potential merger between Alliance and LaTex and to meet members of Alliance's board. Prior to arrival in London, Mr. Keenan held telephone conversations with Mr. Wilson and Mr. Martinson and a list of discussion items was agreed as well as an agenda. On May 22nd, Messrs. Wilson and Wade arrived in London and meetings were held regarding the method of the merger, advisors, regulatory requirements and general structuring. Meetings were held all day on May 23rd, culminating in a negotiating session wherein the percentage ownership terms were discussed as well as other major terms. The parties agreed to hold further meetings with their respective Boards of Directors to explore the discussions and agreed that Mr. Keenan and Mr. Wilson would determine the next steps, if any. On June 3rd, the members of the LaTex Board of Directors discussed the transaction by telephone which led to the transmittal of a letter of intent from LaTex to Alliance on June 4th. The LaTex Board of Directors also discussed the continued engagement of Wood Roberts as its financial advisor in connection with the discussions and any transaction. On June 6th, Mr. Martinson and Mr. Keenan met in London and held discussions on the letter of intent. Further discussions among the parties took place over the next week leading to a meeting on June 17, 1996 in London among Messrs. Martinson, Keenan and Mr. Michael Humphries of Rothschild. All facets of the proposed merger were discussed. Mr. Wilson was briefed by Mr. Martinson following the meeting. Various meetings in London followed over the next week concerning the details of the proposed merger which led to a revised draft letter of intent from LaTex to Alliance dated June 24, 1996. On June 25th, Alliance forwarded a revised form of a draft letter of intent to LaTex which led to further discussions by the parties. A revised letter of intent dated June 28, 1996, was executed by both parties. During July, both companies conducted due diligence activities and negotiations concerning the definitive merger agreement. On July 31, 1996, the Board of Directors of LaTex met to review the status of the merger discussions, review and approve the sale of assets excluded from the Merger and request a fairness opinion from Wood Roberts. This culminated with a meeting of the LaTex Board of Directors on August 9, 1996, at which time, after receiving a report from Wood Roberts concerning the fairness of the Merger from a financial point of view to the shareholders of LaTex (included in Appendix C), the LaTex board unanimously resolved to accept the Merger Agreement as previously negotiated. On August 12, 1996, the parties executed the Merger Agreement. As originally executed, the Merger Agreement provided that certain actions were to take place before September 15, 1996. On September 16, 1996, both companies executed a letter agreement providing that those actions could take place at any time before September 27, 1996. The Merger Agreement also contained a condition to closing that Alliance deliver to LaTex an opinion of counsel that the Merger would not result in the shareholders of LaTex recognizing taxable income or loss as a result of the Merger. If Alliance were to be unable to deliver such an opinion, it could elect at its option to restructure the Merger so that LaTex would be the surviving entity and the existing shareholders of Alliance would receive shares of LaTex 16 Common Stock in exchange for the Existing Alliance Shares in an amount that would result in the same percentage ownership of the resulting entity as in the Merger. After execution of the Merger Agreement, Alliance determined that it would in fact not be able to deliver the indicated tax opinion. In addition, after further discussions, the Boards of Directors of both parties concluded that, in the opinion of each, the New Alliance Shares to be issued in the Merger would be likely to trade at a more attractive price on the London Stock Exchange than on a U.S. market and that the shares of a U.K. public limited company would be likely to trade at a more attractive price on the London Stock Exchange than the shares of a U.S. corporation. Therefore, the parties agreed to amend the Merger Agreement to eliminate the condition regarding the delivery of the tax opinion. This amendment was executed effective September 27, 1996. REASONS FOR THE MERGER In considering the merits of a potential merger with Alliance, the LaTex Board of Directors considered a number of factors and issues, including: (1) the financial condition of both LaTex and Alliance; (2) the strategic aspects of a merger with Alliance; (3) management's unsuccessful attempts to secure additional debt and or equity financing; (4) management's prior discussions with other potential merger candidates; (5) the stock market implications to LaTex shareholders; (6) the tax consequences to LaTex shareholders; (7) the social issues with respect to LaTex's management and staff and (8) the relationship between Alliance and its principal shareholder. As a result of the continued working capital deficit of LaTex and the impact of the limitations contained in its Credit Agreement with its principal lender on LaTex's ability to manage its vendor and royalty deficiencies through normal methods, LaTex had been seeking the infusion of additional equity or, in the alternative, a merger or sale. Despite numerous initiatives on the part of LaTex and its principal advisor at the time, Rauscher, Pierce and Clark, no firm commitments were received, which in the opinion of the Board, were in the interest of LaTex's shareholders. The continued weakness in the share price of LaTex Common Stock in relation to management's perceived value of LaTex's operations and assets precluded a traditional equity offering of LaTex's common stock to raise capital. Management believed that in order to alleviate LaTex's working capital deficit and, in turn, allow for the refinancing of its debt, LaTex would require a minimum of $3.0 million in new equity with a high likelihood that as much as $5.0 million might be required. LaTex had participated in numerous discussions regarding the desirability of additional debt and equity financing to resolve its working capital deficit. The primary impetus behind LaTex's retention of Rauscher, Pierce and Clark as an investment advisor was to effect an equity or debt placement. Unfortunately, the share price of LaTex's Common Stock remained below LaTex's perceived value of its underlying assets. As a result, the Board of Directors of LaTex believed that the types of debt and equity placements which were available to LaTex were at values that would be dilutive to its shareholders. In considering the financial condition of Alliance and its suitability as a merger partner, LaTex evaluated the oil and gas assets of Alliance, including computations of future cash flow, reviewed the public filings of Alliance to determine its working capital position and assessed the likely impact of Alliance's legal action against its former chief executive. Based on its internal evaluation, LaTex determined that Alliance had sufficient value in its oil and gas properties and cash, that if liquidated, would exceed $5.0 million and thereby be a solution to LaTex's working capital deficit. In addition, LaTex determined that Alliance's actions against its former chief executive would require resolution prior to the execution of a merger agreement between the companies. The ability of LaTex to execute its strategy of acquiring additional oil and gas assets had been hampered as a result of its financial condition and limitations in its Credit Agreement. Based on LaTex's review of Alliance and the improved financial condition of LaTex after the Merger, which would allow refinancing of its senior debt, the Board of Directors of LaTex viewed the potential Merger with Alliance as a strategic step to allow LaTex to become active again in the acquisition and exploitation of oil and gas properties. Additionally, because of LaTex's historical attempts to access and participate in significant international ventures and because of Alliance's intentions to pursue such ventures, the Board of Directors of LaTex deemed the overall strategies of the companies to be consistent. 17 Management participated in meetings or discussions with six companies other than Alliance in seeking a merger partner. Only one of those initiatives resulted in a written offer, which was rejected by management as being insufficient and substantially below the proposed value of the Merger. In its efforts to attract new financing, LaTex had received one written offer which would have required LaTex to issue LaTex Common Stock equal to about 20% of the equity of LaTex in consideration of a $3-5 million loan to be used for development operations. LaTex's management and Board rejected the offer as too dilutive to the shareholders. As a result of these efforts, a merger with Alliance emerged as the best alternative available to LaTex. Because the share price of LaTex's Common Stock remained at and around $0.50 per share and as a result of the terms of the proposed merger with Alliance whereby the common shareholders would receive 0.8806 of a share of Alliance which, after giving effect to its reverse split, was trading on the London Stock Market at $1.24 per share, the Board viewed the exchange of shares with Alliance as likely to result in an increase in the share value of the combined company. The conclusion of the LaTex Board was that, within the limits of the information and analysis that was made, it appeared that LaTex could reasonably expect a higher share price on the London Stock Exchange than on Nasdaq. While the LaTex Board acknowledged the potential for an increased cost to its shareholders and a likelihood that initially certain of its shareholders may find it more difficult to both follow and trade the combined company's stock on the London Stock Exchange, the LaTex Board deemed the likelihood of a significant share price increase and the financial and strategic benefits of the Merger as more important. Of equal importance to the Board was the consideration of market support for the combined company after completion of the Merger. Initially, the LaTex Board had included as a condition of the Merger that the transaction be tax-free to LaTex's shareholders. However, after it became apparent that Alliance would be unable to accomplish a tax-free structure in the time available, the Latex Board re-evaluated its position. After reviewing the tax implication of the Merger and discussions with its own advisors, the LaTex Board determined that the taxable nature of the transaction would likely affect two groups of its shareholders most: (i) insiders and (ii) shareholders who have purchased the stock at its present price. Although the preferred position of the Board was to effect a tax-free transaction, it was determined that the personal tax considerations of these groups of shareholders could not be known with certainty, and that the financial and strategic considerations for LaTex were significant enough to proceed with the Merger under a taxable structure. Because Trans Arabian had recently acquired a significant position in Alliance and had obtained two of eight board seats, management of LaTex investigated the potential motives and ramifications of Trans Arabian's involvement. Alliance had suggested that in the future it may consider acquiring assets from corporations affiliated with Trans Arabian. LaTex's major concern was to ensure that any future transactions with related parties would occur for value and in a manner deemed appropriate. After reviewing the corporate governance requirements for companies domiciled in the UK and, after discussions with members of the Board of Alliance nominated by 18 Trans Arabian, LaTex determined that these issues could best be resolved by requiring equal representation on Alliance's Board with the Trans Arabian group. As a result, LaTex included as a condition of the Merger, the expansion of the Alliance Board to ten members and the nomination of Messrs. Wilson and Martinson to the Board of Alliance. As a result of the limited staff of Alliance, LaTex viewed Alliance as a preferable merger partner when considering the livelihood of its employees. LaTex's staff has been proficient at its core business through the years and the Board deemed its preservation as an important benefit to the Merger and future growth of LaTex. In addition, Mr. Wilson agreed to enter into a consulting agreement concurrent with the Merger to provide a minimum of six months of transition and to assist the combined company in the acquisition of oil and gas properties. OPINION OF LATEX'S FINANCIAL ADVISOR Wood Roberts was engaged by LaTex to examine the terms of the proposed Merger and to render an opinion as to the fairness of such terms from a financial stand point to the shareholders of LaTex. On August 8, 1996, Wood Roberts delivered its written opinion, along with related documentation, to the Board of Directors of LaTex to the effect that the terms of the proposed Merger were fair from a financial standpoint to the shareholders of LaTex. On September 30, 1996, LaTex asked Wood Roberts to examine the proposed amendment to the terms of the Merger whereby the exchange of LaTex Shares and warrants for Alliance shares and warrants ceased to be a tax-free reorganization, and to render an opinion as to the fairness of such amendment from a financial standpoint to the shareholders of LaTex. On October 1, 1996, Wood Roberts delivered its second written opinion, along with related documentation, to the Board of Directors of LaTex to the effect that the amended terms of the proposed Merger remained fair from a financial standpoint to the shareholders of LaTex. The text of the written opinions, which set forth the assumptions made, matters considered, limitations to and scope of the review undertaken by Wood Roberts in rendering its opinions are attached as Appendix C to this Proxy Statement and are incorporated herein by reference. In arriving at its opinions, Wood Roberts reviewed the Merger Agreement and the amendment thereto, information provided by the management of LaTex and Alliance and by certain of their professional advisors, as well as information in the public domain. In addition, Wood Roberts met with the management of LaTex and Alliance to discuss the historical and current business of each company, their prospects as stand-alone entities and the potential short-term and medium- term strategic and financial benefits of the proposed Merger. Wood Roberts' review of the terms of the Merger was undertaken with reference to, among other things: the relative net asset value, financial condition and debt ratios; earnings, cash flow and ability to develop or re-work assets of both LaTex and Alliance; and the pro forma financial position of the merged company and its ability to obtain debt or equity funding. Wood Roberts analyzed certain financial, industry and market-related information and data and examined data indicative of the relative merits of LaTex shareholders exchanging their shares for shares listed for trading on the London Stock Exchange. Wood Roberts was not asked to undertake an independent analysis of comparable transactions but reviewed certain published data in this regard. In rendering its opinions, Wood Roberts did not independently verify any of the foregoing information and, in using such information in its review of the Merger, relied upon it being complete and accurate in all material respects. Furthermore, Wood Roberts assumed that the appropriate regulatory and governmental approvals to the Merger would be forthcoming and that no restriction would be imposed that would have a 19 material adverse effect on the contemplated benefits of the Merger. Wood Roberts was not asked to examine in detail the terms of the disposal of certain assets of LaTex. Wood Roberts rendered its opinions on the basis of its knowledge of the circumstances disclosed to it as of the date of the opinions. Analysis of Exchange Ratio (Relative Contribution Analysis). Wood Roberts performed a relative contribution analysis to examine the relationship between the percentage ownership of the combined company that the shareholders of LaTex and the shareholders of Alliance would have following the Merger. In making this analysis, Wood Roberts considered (i) the percentage of the merged company's outstanding stock that the shareholders of each of LaTex and Alliance would hold following the Merger, (ii) the relative reserve values of each company, adjusted by Wood Roberts to the extent it deemed appropriate, and (iii) the net asset value of each company, taking into account bank debt and payables. Based on this analysis, Wood Roberts calculated that LaTex was contributing 71.67% of the pro forma assets of the combined company. Under the terms of the Merger, LaTex shareholders will receive 72% of the stock in the combined company. Comparable Public Company Analysis in Relation to Valuation on the London Stock Exchange. Wood Roberts also compared certain financial results and assets of LaTex, Alliance and selected companies whose shares are traded on the London Stock Exchange and that LaTex and Wood Roberts deemed to possess certain characteristics similar to those the combined company would have (the "Comparable Public Companies"). The Comparable Public Companies selected by LaTex included Great Western Resources Inc., Aminex PLC, Aviva Petroleum Inc., Dominion Energy PLC, Tuskar Resources PLC and United Energy PLC. The primary purpose of this analysis was to assess the public market valuations of the Comparable Public Companies on the London Stock Exchange relative to the current public market valuation of LaTex on Nasdaq and, on the same basis, to estimate an indicated value for the shares of the combined company. The two primary ratios used in this comparison were net assets and revenues relative to share price. Based on this analysis, Wood Roberts calculated an approximate indicated value of the shares of the combined company on the London Stock Exchange of $1.11 to $1.22 per share, compared to a pro forma net asset value calculated by Wood Roberts of approximately $1.41 per share. Wood Roberts stated that such indicated value is not a forecasting tool as the actual price at which the shares will trade will depend upon many factors. Other Matters. Certain other matters were considered by Wood Roberts in rendering its opinion that the terms of the Merger were fair to the shareholders of LaTex. These additional matters included, but were not limited to, the determination by Wood Roberts that it was more likely than not: (i) that the Merger would improve the ability of the combined company to refinance the current LaTex bank debt and payables; (ii) that the liquidity of and market for the shares of the merged company on the London Stock Exchange would be greater than they currently are for LaTex shares; (iii) that, in the absence of the Merger, LaTex would be unable to raise new equity capital without significant dilution to the LaTex shareholders at a price that reflects the asset value of LaTex; (iv) that the management would be stronger as a result of the Merger; and (v) that the Merger would increase the ability of the LaTex shareholders to benefit from growth by acquisition. There is no assurance that any of these results will actually occur. These determinations were made by Wood Roberts solely for the purpose of analyzing the financial terms of the Merger. The summary set forth above is not a complete description of Wood Roberts' analysis of the terms of the Merger or consideration of the fairness of such terms to the shareholders of LaTex. Such analysis included the consideration of many factors and assumptions with respect to the energy industry as a whole, general business and economic conditions, the subjective market valuations placed on the stock of companies traded on the London Stock Exchange and other matters, many of which are or may be beyond the control of the combined company and its management. 20 Estimates made by Wood Roberts in its opinions are not necessarily indicative of actual values and share prices imputed by the analysis performed by Wood Roberts may not necessarily reflect the actual price placed upon the shares of the merged company. As such analysis and estimates are inherently subject to uncertainty, none of Wood Roberts, LaTex or Alliance assume responsibility for their accuracy. Wood Roberts is an investment banking firm and as part of its investment banking business is regularly engaged in the valuation of businesses and securities in connection with mergers, acquisitions and other corporate relationships. LaTex selected Wood Roberts to render a fairness opinion in connection with the Merger because of Wood Roberts' expertise in the oil and gas industry and its experience in transactions similar to the Merger, as well as Wood Roberts' prior relationship and familiarity with LaTex. From time to time, since August 1994, Wood Roberts has provided investment banking services to LaTex and has acted as financial adviser in matters unrelated to the Merger. Wood Roberts has received customary compensation for such services. As compensation for rendering the fairness opinion and for other services in connection with the Merger, LaTex has agreed to pay Wood Roberts a fee of $240,000. LaTex has also agreed to reimburse Wood Roberts for its reasonable expenses in relation to its services and to indemnify Wood Roberts for any liability arising from its engagement as financial advisor to LaTex. John R. Martinson, a director of LaTex, is a principal of Wood Roberts and will be a director of Alliance after the Merger. Mr. Martinson excused himself from consideration of the terms of the Merger for the purpose of the fairness opinion. TERMS OF THE MERGER General. The detailed terms and conditions of the Merger are contained or described in the Merger Agreement, which is included in this Proxy Statement as Appendix B. The Merger Agreement sets forth the representations and warranties of the parties, certain agreements between the parties pending the Merger, the conditions precedent to the Merger, the terms of the Merger, the method of effecting the Merger, the manner of converting LaTex's Shares into New Alliance Shares and certain other provisions. The statements made in this Proxy Statement with respect to the terms of the Merger are qualified in their entirety by, and made subject to, the more complete information contained in the Merger Agreement. The Merger Agreement was entered into between LaTex and Alliance on August 12, 1996. Pursuant to the terms of the Merger Agreement, LaTex will acquire Alliance through the merger of Alliance into LaTex. The Merger. Under the DGCL, the affirmative vote of the holders of a majority of the outstanding shares of LaTex's Common Stock is required to approve and adopt the Merger Agreement. The Merger is also subject to certain conditions, some of which are beyond the control of any of the parties to the Merger Agreement. See "Conditions to the Merger." Consequently, there can be no assurance that the Merger will take place, even though the Merger Agreement contains the agreement of each of the parties thereto to use their best efforts to complete the Merger. Immediately after approval and adoption of the Merger Agreement by the requisite votes of LaTex's and Alliance's shareholders and the satisfaction or waiver of the conditions to the Merger described below, the parties will conduct a closing for purposes of executing and delivering such documents and certificates as may be required under the Merger Agreement (the date of such closing being referred to hereinafter as the "Closing Date"). The Merger will become effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time of the Merger"). It is presently contemplated 21 that the Effective Time of the Merger will, subject to the terms and conditions of the Merger Agreement, occur either the same day as the Special Meeting or the following business day. At and after the Effective Time of the Merger, the surviving company will be a wholly owned subsidiary of Alliance. At the Effective Time of the Merger, by virtue of the Merger and without any further action on the part of the holder thereof, each then outstanding LaTex Share (other than LaTex Shares, if any, held by LaTex in treasury and shares held by a shareholder who has properly exercised his dissent and appraisal rights) will automatically be canceled and LaTex shareholders will receive New Alliance Shares at the Conversion Rate. Each LaTex Share held by LaTex in treasury will be canceled. No fractional New Alliance Shares will be issued in connection with the Merger. Instead, LaTex shareholders will receive cash in payment for any fractional shares based on the middle market quotation (as derived from the Daily Official List of the London Stock Exchange) of the New Alliance Shares on August 9, 1996, being the date prior to the announcement in London of the Merger. The surrender of certificates representing LaTex's stock for certificates representing New Alliance Shares will be effected pursuant to documents that will be sent to shareholders as promptly as practicable after the Effective Time of the Merger. See "Exchange of Certificates." Conversion Rate. If the Merger Agreement is approved and the Merger is completed, each holder of LaTex Shares will be entitled to receive the number of New Alliance Shares determined by multiplying the number of LaTex Shares held by the holder by the Conversion Rate. The Conversion Rate will be 0.8806 of a New Alliance Share for each share of LaTex Common Stock, 2.6445 New Alliance Shares for each share of LaTex Series A Stock, 5.8709 New Alliance Shares for each share of LaTex Series B Stock, and a New Warrant to subscribe 0.8806 of a New Alliance Share for each share of LaTex Common Stock subject to warrants issued by LaTex. Conduct of Business Prior to the Merger. Both parties have agreed in the Merger Agreement that, from the date of the Merger Agreement until the Effective Time of the Merger, except as expressly contemplated by the Merger Agreement, each will carry on business in the usual, regular and ordinary course in substantially the same manner as previously conducted and use all reasonable efforts to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees, (iii) preserve its relationships with customers, suppliers and any others having business dealings with them, and (iv) comply with all laws applicable to them and their respective properties, operations, business and employees that if not complied with would result in a material adverse effect to the party. In particular, the Merger Agreement provides that, prior to the Effective Time of the Merger, unless consented to by the other party, neither party will (a) engage in any of certain restricted acts set forth in the Merger Agreement, (b) enter into any transaction other than in the ordinary course of business, or (c) amend its respective organizational or governing documents. Conditions to the Merger. The obligation of LaTex to consummate the Merger is subject to the following: (i) the shareholders of Alliance shall have approved the Merger, the issue of the New Alliance Shares and the 40-to-1 reverse stock split of the Existing Alliance Shares; (ii) all of the terms, covenants and conditions of the Merger Agreement to be complied with or performed by Alliance at or before the Effective Time of the Merger shall have been complied with and performed in all material respects; (iii) all representations and warranties of Alliance in the Merger Agreement shall be true in all material respects as of the Effective Time of the Merger and LaTex shall have received a certificate to that effect; (iv) all consents, waivers, approvals, licenses, authorizations of, or filings or declarations with third parties or governmental entities required to be obtained by Alliance in order to permit the Merger to be consummated in accordance with governmental laws, rules, regulations and agreements shall have been obtained; (v) LaTex shall have received the opinion from counsel to Alliance with respect to various aspects of Alliance; (vi) all actions, proceedings, instruments and documents in connection with the Merger shall have been approved in form and substance by counsel to LaTex; (vii) Alliance shall have furnished such certificates of its officers and others to evidence compliance with the conditions of the Merger, as may be reasonably requested by LaTex or its 22 counsel; (viii) there shall not have been any material loss resulting from destruction of the assets of the Alliance due to acts of God, fire, explosion or other casualty which is not reimbursable in all material respects under policies of insurance maintained by or for the benefit of Alliance; (ix) no material information or data provided or made available to LaTex by or on behalf of Alliance shall be incorrect in any material respect; and (x) the New Alliance Shares to be issued pursuant to the Merger shall have been approved for listing on the London Stock Exchange and the listing shall have become effective in accordance with the listing rules of the London Stock Exchange. The obligation of Alliance to consummate the Merger is subject to the following: (i) holders of LaTex's common stock shall have approved the Merger; (ii) all of the terms, covenants and conditions of the Merger Agreement to be complied with or performed by LaTex at or before the Effective Time of the Merger shall have been complied with and performed in all material respects; (iii) all representations and warranties of LaTex set forth in the Merger Agreement shall be true in all material respects as of the Effective Time of the Merger and Alliance shall have received a certificate to such effect; (iv) all consents, waivers, approvals, licenses, authorizations of, or filings or declarations with third parties or governmental entities required to be obtained by LaTex in order to permit the transactions contemplated by the Merger Agreement to be consummated in accordance with governmental laws, rules, regulations and agreements shall have been obtained; (v) LaTex shall have delivered to Alliance an agreement executed by each of LaTex's Affiliates regarding his or its investment in the Alliance Shares; (vi) Alliance shall have received the opinion of counsel to LaTex with respect to various aspects of LaTex; (vii) the aggregate number of each class of LaTex's stock held by LaTex's shareholders who have delivered and not withdrawn a written demand for appraisal of their shares shall not exceed five percent of that class of capital stock outstanding and entitled to vote at the meeting of LaTex's shareholders; (viii) all actions, proceedings, instruments and documents in connection with the completion of the Merger shall have been approved in form and substance by counsel to Alliance; (ix) LaTex shall have furnished such certificates to evidence compliance with the conditions set forth in the Merger Agreement as may be reasonably requested by Alliance or its counsel; (x) there shall not have been any material loss resulting from destruction of the assets of LaTex due to acts of God, fire, explosion or other casualty which is not reimbursable in all material respects under policies of insurance maintained by or for the benefit of LaTex; (xi) no material information or data provided or made available to Alliance by or on behalf of LaTex shall be incorrect in any material respect; (xiii) LaTex shall have sold or otherwise disposed of its interests in certain entities; and (xiv) the New Alliance Shares to be issued to LaTex's shareholders pursuant to the Merger shall have been approved for listing on the London Stock Exchange and the listing shall have become effective in accordance with the listing rules of the London Stock Exchange. Termination. Notwithstanding approval of the Merger by LaTex's shareholders, the Merger Agreement may be terminated at any time prior to the Effective Time of the Merger by the mutual written consent authorized by the Boards of Directors of LaTex and Alliance. In addition, the Merger Agreement may be terminated by either party if the Merger is not completed by February 28, 1997. The Merger Agreement may also be terminated by Alliance prior to the Effective Time of the Merger if (i) any representation, warranty or covenant made in the Merger Agreement for the benefit of Alliance is untrue in any material respect and such breach is not cured within ten days of notice thereof; (ii) all of the conditions to Alliance's obligation to complete the Merger shall not have satisfied or waived by Alliance prior to the Closing Date; or (iii) completion of the Merger would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction. The Merger Agreement may be terminated by LaTex if (i) Alliance has materially breached the representations and warranties contained in the Merger Agreement or has failed to comply in any material respect with its covenants and agreements set forth in the Merger Agreement and Alliance shall not have cured such breach or failure within 10 business days of receipt of notice thereof from LaTex, (ii) all of the conditions to LaTex's obligation to complete the Merger shall have not been satisfied or waived by LaTex prior to the Closing Date; or (iii) completion of the Merger would violate any 23 nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction. No Solicitation Covenants. LaTex and Alliance have entered into certain mutual covenants and agreements in the Merger Agreement, including covenants that provide that neither party will (and will cause each of the executive officers, directors, employees, representatives or agents not to) directly or indirectly solicit, initiate or knowingly encourage the initiation of inquiries or proposals from, or provide any confidential information to, or enter into any agreement with any person or entity concerning any sale of their assets or shares of capital stock or any merger, consolidation, business combination, liquidation or similar transaction involving the respective company. However, if either company receives an unsolicited offer from a third party that, in the exercise of its fiduciary duty after consideration of advice from its legal and financial advisors, the Board of Directors of the company determines is likely to be more beneficial to its shareholders than the Merger, the respective Board of Directors may respond to the offer, but will promptly communicate to the other party to the Merger the terms of any proposal that it may receive in respect of any such transaction and will keep the other party informed as to the status of any actions, including negotiations or discussions. EFFECTIVE TIME OF THE MERGER It is currently anticipated that if all conditions to the Merger are satisfied or waived by that time, the Effective Time of the Merger will occur on either the same day as the Special Meeting or the following business day. EXCHANGE OF CERTIFICATES At and after the Effective Time of the Merger, no transfer of LaTex Shares outstanding prior to the Effective Time of the Merger will be made on the stock transfer books of LaTex. As soon as practicable after the Effective Time of the Merger, a letter of transmittal (the "Letter of Transmittal") will be mailed to all holders of record of the LaTex Shares at the close of business on the date of the Effective Time of the Merger to be used by such holders in surrendering to the transfer agent of Alliance (the "Transfer Agent") certificates that, prior to the Merger, represented LaTex Shares. The Letter of Transmittal will contain instructions concerning the surrender of such certificates. CERTIFICATES FOR LATEX SHARES SHOULD NOT BE SURRENDERED UNTIL THE LETTER OF TRANSMITTAL IS RECEIVED BY THE SHAREHOLDER. Following the surrender of certificates formerly representing LaTex Shares, shareholders will receive in exchange therefor certificates representing the whole number of New Alliance Shares to which the holder is entitled. After the Effective Time of the Merger and until so surrendered, each certificate that prior to the Effective Time of the Merger represented outstanding LaTex Shares shall be deemed for all corporate purposes to represent and evidence ownership of the proportional number of New Alliance Shares, except that no dividends or other distributions payable by Alliance will be paid with respect to such certificates and no voting rights will accrue to the holders thereof until surrendered. Such dividends and distributions, if any, will be accumulated and, at the time of such surrender, all such unpaid dividends or distributions will be paid, without interest. If a certificate for New Alliance Shares is to be issued to a person other than the person in whose name the certificates representing LaTex Shares is registered, it will be a condition of exchange that the LaTex Shares certificate so surrendered be properly endorsed or otherwise in proper form for transfer and that the person requesting the exchange will pay any transfer or other taxes required by reason of the issuance of the Alliance certificate to a person other than the registered holder of the LaTex certificate surrendered or establish to the satisfaction of Alliance that such tax has been paid or is not applicable. The Transfer Agent will issue certificates representing New Alliance Shares attributable to any certificate that has been lost or 24 destroyed only upon receipt of satisfactory evidence of ownership of the shares represented thereby and after appropriate indemnification. REGISTRATION AND RESALE Pursuant to the Registration Statement of which this Proxy Statement is a part, Alliance has registered under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Act") the 21,448,520 New Alliance Shares to be issued in the Merger and New Warrants to be issued by Alliance in the Merger to replace currently outstanding warrants issued by LaTex, together with 2,672,496 New Alliance Shares issuable on exercise of the New Warrants. This Proxy Statement may be used in connection with the following transactions: (i) the issuance by Alliance of 21,448,520 New Alliance Shares in connection with the Merger, and the resale of any of such Shares by any person who may be deemed to be an underwriter thereof; (ii) the issuance of the New Warrants by Alliance in the Merger to replace currently outstanding warrants issued by LaTex, and the resale of any of such New Warrants by any person who may be deemed to be an underwriter thereof; and (iii) the issuance by Alliance of up to 2,672,496 New Alliance Shares issuable on exercise of the New Warrants. In connection with any resales or transfers of any of the New Alliance Shares or New Warrants by any person who may be deemed to be an underwriter of such securities, such person will be obligated to provide to the purchaser or transferee a copy of the Proxy Statement containing current information with respect to Alliance and all of the matters described herein and will be subject to all of the provisions of the Act which relate to statutory underwriters. Alliance is not aware that, except as otherwise disclosed in this Proxy Statement, any of such persons has, as of the date hereof, a specific plan for the sale, transfer or other distribution of any of such securities. Such sales, transfers or other distributions may, from time to time, include sales in any market for such securities, including the London Stock Exchange, privately negotiated transactions or transactions executed with or through the facilities of one or more brokers or dealers. REGULATORY MATTERS No federal, state or other regulatory approvals are required to be obtained, nor any regulatory requirements complied with, by any party to the Merger Agreement, except for the requirements of the DGCL in connection with the approval of LaTex's shareholders and completion of the Merger, and the requirements of applicable federal and state securities laws. 25 INTERESTS OF CERTAIN PERSONS IN THE MERGER. In the Merger Agreement, the parties agreed that, as a condition to the Merger, Alliance would enter into an agreement with Jeffrey T. Wilson, Chairman and President of LaTex, satisfactory to both parties, pursuant to which Mr. Wilson will provide certain consulting services to Alliance relating to acquisitions in the energy industry for Alliance subsequent to the Merger. Alliance and Mr. Wilson have tentatively agreed that the consulting agreement will be for a period of six months, will provide for a monthly fee to Mr. Wilson of $10,000 and will permit Mr. Wilson to invest on the same terms as Alliance may invest in any transactions presented to Alliance by Mr. Wilson. As compensation for rendering the fairness opinion and for other services in connection with the Merger, LaTex has agreed to pay Wood Roberts a fee of $240,000 upon completion of the Merger. LaTex has also agreed to reimburse Wood Roberts for its reasonable expenses in relation to its services and to indemnify Wood Roberts for any liability arising from its engagement as financial advisor to LaTex. John R. Martinson, a director of LaTex, is a principal of Wood Roberts and will be a director of Alliance after the Merger. Mr. Martinson recused himself from consideration of the terms of the Merger for the purpose of the opinion. ACCOUNTING TREATMENT LaTex expects the Merger will be treated as a purchase for accounting and financial reporting purposes. Because LaTex is the larger company, this means that the transaction will be treated as if LaTex had acquired and assumed the operations of Alliance on the Effective Time of the Merger. SUMMARY COMPARISON OF LATEX COMMON STOCK AND NEW ALLIANCE SHARES Because LaTex is incorporated under the laws of Delaware while Alliance is a public limited company organized under the laws of England, there are a number of differences between the attributes of the LaTex Common Stock and the New Alliance Shares, as well as the rights and privileges the holders of each of them. The following summary compares a number of the principal differences. LATEX COMMON STOCK NEW ALLIANCE SHARES ------------------ ------------------- Right to Call Meetings and Submit Proposals As permitted by the DGCL, LaTex's Under English law, notwithstanding Bylaws provide that the holders of any provision to the contrary in a at least 51% of the outstanding company's articles of association, an shares may request, in writing, a extraordinary general meeting of special meeting of shareholders at shareholders may be called by a any time and for any lawful purpose, request of shareholders holding not specifying the matter or matters less than one-tenth of the paid-up (that are appropriate for action at capital of the company having voting a special meeting) proposed to be rights at general meetings. presented to the meeting. Each special meeting will be held at such place as the person or persons calling the meeting shall fix. Conduct of Shareholder Meetings Under the DGCL, all matters required An ordinary resolution requires 14 to be approved by shareholders must clear days' notice and requires a be approved by the affirmative vote majority vote of those present and of the holders of at least a voting. An extraordinary resolution majority of the outstanding shares requires 14 clear days' notice and a of LaTex three-quarters majority 26 Common Stock. Written vote of those notice of a meeting of shareholders present and voting. A special must be given, personally or by resolution requires 21 clear days' mail, not fewer than ten nor more notice and a three-quarters majority than sixty days before the meeting vote of those present and voting. An (unless otherwise required by law) annual general meeting requires 21 to each shareholder entitled to vote clear days' notice regardless of the at such meeting. This notice must type of resolution to be proposed. state the place, date and hour of The term "clear days' notice" means the meeting and the purpose or calendar days and excludes the day of purposes for which the meeting is mailing, the deemed date of receipt called and the name or names of the of such notice (normally the day persons who have directed the following such mailing, if sent by calling of the meeting. first class mail) and the date of the meeting itself. "Extraordinary resolutions" are limited to certain matters out of the ordinary course of business, such as a proposal to wind up the affairs of the company or to remove a director. Proposals that are the subject of "special resolutions" include proposals to change the name of a company, proposals to alter a company's capital structure, proposals to change or amend the rights of shareholders, proposals to amend a company's objects (purpose clause) and Articles of Association and proposals to carry out certain other matters where either a company's Articles of Association or the Company's Act require a "special resolution." All other proposals relating to the ordinary course of a company's business, such as the election of directors, are the subject of an ordinary resolution. Notice of any type of meeting must state the place, date and hour of the meeting and the general nature of the business to be transacted at the meeting. Right to Shareholder Lists Shareholders of LaTex have the right, The register of shareholders and in person or by attorney or other index of shareholders' names of an agent, upon written demand stating English company may be inspected by a the purpose thereof, during usual shareholder during business hours business hours, to inspect for any (subject to any reasonable proper purpose a list of the names, restrictions imposed by the company) addresses and shares held by without charge, and by other persons shareholders. upon payment of a charge. Any person may request to be supplied with a copy of the whole or part of the register upon payment of a charge. Right to Inspection of Books and Records Under the DGCL, any shareholder of A shareholder of any English company LaTex, upon written request stating may inspect the minutes of the purpose of the inspection, has shareholder meetings and obtain the right to inspect for any copies (within 7 days) upon payment of proper a charge. Shareholders are not entitled to inspect the accounting records of 27 purpose LaTex's books and records, a company or minutes of directors' and to make copies of those records. meetings. However, the Secretary of State of Trade and Industry may, on the application of at least 200 shareholders or of shareholders holding not less than 10% of the issued share capital of a company, appoint inspectors to investigate the affairs of the company and inspect all documents relating of or to the company. Certain registers required to be kept by a company are open to public inspection including, the Register of Directors and Secretaries, Register of Directors' Interests in Shares and Debentures, Register of Charges, the Register of Debenture Holders and the Register of Interests in Shares. Service contracts of directors of the company are available for inspection in certain circumstances and at certain times. Copies of instruments creating charges that are registrable with the Registrar of Companies together with any other charges in the Register of Charges of the company must be kept and be made available for inspection by shareholders and creditors without charge. 28 Voting Rights The DGCL provides that, unless Under English law, the voting rights otherwise provided in a company's of shareholders are governed by the certificate of incorporation, each Companies Act, as amended, and by a shareholder is entitled to one vote company's articles of association. for each share of stock held by such Shareholders have the statutory right shareholder, on each matter to demand a poll (a vote by the submitted to a vote of shareholders number of shares held rather than by of the company. LaTex's Certificate a show of hands) at a general meeting of Incorporation provides that a in certain circumstances. Under shareholder is entitled to one vote Alliance's Articles of Association, a for each share of LaTex Common Stock poll may be demanded at any general held by such shareholder. meeting by (i) the chairman of the meeting, (ii) at least five As permitted by its Certificate of shareholders present in person or by Incorporation, LaTex has filed a proxy and having the right to vote at Certificate of Designation providing the meeting, (iii) a shareholder or for the issuance of preferred stock. shareholders present in person or by Holders of LaTex's preferred stock proxy representing not less than 10% are not given any voting rights. of the total voting rights of all the shareholders having the right to vote Under the DGCL, voting by at the meetings or (iv) a shareholder shareholders for directors is or shareholders present in person or noncumulative unless provided by proxy holding shares conferring a otherwise in the certificate of right to vote at the meeting, being incorporation. LaTex's Certificate shares on which an aggregate sum has of Incorporation does not provide been paid-up equal to not less than for cumulative voting. Therefore, 10% of the total sum paid-up on all LaTex currently employs the shares conferring that right. noncumulative voting. Under noncumulative voting, each Cumulative voting is essentially shareholder entitled to vote for unknown under English law. Two directors may vote, for each shareholders present in person director, the number of votes equal constitute a quorum for purposes of a to the number of shares held by the meeting unless a company's articles shareholder. Since voting is of association specify otherwise. noncumulative, the holders of a Alliance's Articles of Association majority of the voting stock may specify that two persons entitled to elect all of the Directors. vote on the business to be transacted, each being a shareholder or a proxy for a shareholder or a duly authorized representative of a corporation that is a shareholder, shall constitute a quorum. Subject to any special rights or restrictions attached to any shares, on the show of hands, every shareholder who (being an individual) is present in person or (being a corporation) is present by a duly authorized representative at any meeting and is entitled to vote shall have one vote, and on a poll every shareholder who is present either personally or by proxy and is entitled to vote shall have one vote for every ordinary share held by him. Although a proxy is normally only valid for the meeting therein mentioned, it is also valid for any adjournment of the meeting. To be valid, the proxy must be in writing and be deposited in accordance with Alliance's Articles of Association, 29 which generally requires the proxy to be delivered to Alliance not less than 48 hours before the time appointed for the holding of the meeting. If there is a failure by a shareholder within 14 days (or 28 days where his shareholding comprises less than one-quarter of one percent of the issued shares of any class of shares) to comply with a request made by Alliance to disclose certain information regarding his shares under Section 212 of the Act, the Board may suspend the shareholder's voting rights in relation to such shares and, where his shareholding represents one- quarter of one percent or more of the issued shares of any class of shares, may direct that Alliance retain dividends or other moneys payable upon such shares and/or that no transfer, other than an "approved transfer" as defined in the Articles of Association, of any such shares shall be registered. Distributions and Dividends LaTex has not paid any dividends on Holders of New Alliance Shares will its outstanding common shares during be entitled to receive such dividends last five years. In addition, as may be declared by the Board of LaTex is restricted from paying cash Directors of Alliance. All of dividends under its Credit LaTex's outstanding preferred shares Agreement. LaTex's Bylaws provide will be converted into New Alliance that the Board of Directors, at any Shares in the Merger. In the Merger, regular or special meeting thereof, Alliance will be assuming LaTex's may declare dividends upon the obligations under its Credit issued and outstanding shares of Agreement, which will continue to LaTex's Common Stock, subject to the prohibit Alliance from paying prior payment of dividends upon any dividends. In addition, Alliance is series of preferred stock outstanding. precluded from paying dividends until The holders of Series B Senior such time as its retained loss is Convertible Preferred Stock are paid cleared. Alliance has not paid any cumulative cash dividends at the dividends on its outstanding ordinary annual rate of $1.20 per share. shares during the last five years and Subject to the prior and superior currently intends to retain its cash rights of the holders of any series for the continued expansion of its of LaTex's holders of any series business, including exploration, preferred stock ranking prior and development and acquisition activities. superior to the shares of Series A Convertible Preferred Stock, including the prior and superior rights of the holders of LaTex's Series B Senior Convertible Preferred Stock, the holders of Series A Convertible Preferred Stock will be paid cumulative cash dividends at the annual rate of $.20 per share. In lieu of paying cash dividends on the LaTex Series A Stock and LaTex Series B Stock, LaTex may pay such dividends in the form of additional shares of such preferred stock. The ability of LaTex's Board of Directors to declare dividends for holders of the common 30 stock is limited by the rights and priority of holders of LaTex's preferred stock. Dilution LaTex's Certificate of Incorporation Without prejudice to any special permits the issuance of additional rights previously conferred on the shares of common stock or shares of holders of any existing shares or preferred stock, pursuant to which class of shares, any shares in the the interests in the assets, capital of Alliance may be issued liabilities, cash flow, and results with such special rights, privileges of operations of LaTex represented or restrictions as Alliance in by the shares of LaTex Common Stock general meeting may (before the may be diluted. Under Nasdaq rules, issuance of such shares) from time to LaTex may not issue common stock time determine. equal to 20% or more of the then outstanding shares in connection Alliance may from time to time by with the acquisition of the stock or ordinary resolution increase its assets of another entity without capital by the creation of new shareholder approval. Issuances of shares, consolidate all or any of its additional shares of common stock or shares into shares of a larger amount preferred stock could adversely than its existing shares and subdivide affect existing shareholders' equity its existing shares or any of them into interest in LaTex and the market shares of smaller amount. price of the common stock. LaTex's Board of Directors by resolution may establish one or more classes or series of preferred stock having the number of shares, designations, relative voting rights, preferences, and limitations that the Board of Directors fixes without any shareholder approval. Under the DGCL, shareholders are denied preemptive rights unless preemptive rights are provided for in the certificate of incorporation. LaTex's Certificate of Incorporation currently does not provide for preemptive rights. Liquidation In the event of a liquidation, Alliances's Articles of Association dissolution, or winding up of the provide that if the Company is wound affairs of LaTex, after payment or up, a court-appointed liquidator may, provision for payment of the debts with the authority of an and liabilities of LaTex, the extraordinary resolution and any holders of the Series B Senior other sanction required by law, Convertible Preferred Stock are divide among the shareholders in entitled to receive out of the specie the whole or any part of the remaining assets of LaTex $10 for assets of Alliance, and for that each share of Series B Senior purpose, set such values as he deems Convertible Preferred Stock they fair upon the property to be divided, hold, plus an amount equal to all and determine how the division shall dividends accumulated and unpaid on be carried out between the shareholders. each such share through the date The liquidator may, with like fixed for distribution, before any authority, vest any part of the assets distribution may be made to holders in trustees upon such trust for the of any shares of Common Stock and benefit for shareholders as he, with Series A Convertible Preferred like authority, shall think fit. Stock. In the event of a liquidation, dissolution, or winding-up of the 31 affairs of LaTex, after payment or provision for payment of debts and liabilities of LaTex, and after payment of any prior and superior rights of any series of LaTex's preferred stock ranking prior and superior to the shares of Series A Convertible Preferred Stock with respect to liquidation, including the prior and superior rights of the holders of LaTex's Series B Senior Convertible Preferred Stock, the holders of the Series A Convertible Preferred Stock are entitled to receive out of the remaining assets of LaTex $10 for each of the shares of Series A Convertible Preferred Stock they hold, plus an amount equal to all dividends accumulated and unpaid on each such share through the date fixed for distribution, before any distribution can be made to holders of Common Stock or any other capital stock of the Company ranking junior to the Series A Convertible Preferred Stock. After payment to the holders of the Series A Convertible Preferred Stock, the entire remaining assets and funds of LaTex legally available for distribution, if any, will be distributed among the holders of Common Stock and any other capital stock of the Company ranking junior to the Series A Convertible Preferred Stock in proportion to the shares of such stock then held by them. Transferability LaTex Shares are transferable on There are no restrictions in LaTex's books, pursuant to Alliance's Articles of Association on applicable law and any rules as the the transferability of fully-paid Board of Directors may prescribe ordinary shares. The board may in from time to time. its absolute discretion, and without giving a reason therefor, decline to register a transfer of any share that is not fully-paid to a person of whom it does not approve or of any share over which it has a lien. Redemption Rights LaTex, at its option and subject to Holders of Alliance ordinary shares will conditions stated in its Certificate have no right to surrender their of Designation, may at any time and shares in exchange for the pro rata from time to time, redeem all or any share of Alliance's net assets part of the outstanding Series B attributable to such shares, and the Senior Convertible Preferred Stock ordinary shares will not be redeemable. at the rate of $10 per share of such Preferred Stock plus all dividends accumulated and unpaid on such share through the date of redemption. Subject to the prior and superior 32 rights of the holders of any series of LaTex's preferred stock ranking prior and superior to the shares of Series A Convertible Preferred Stock with respect to redemption, including the prior and superior rights of the holders of LaTex's Series B Senior Convertible Preferred Stock with respect to redemption, LaTex, at its option and subject to the conditions stated in its Certificate of Designation, may at any time and from time to time, redeem all or any part of the outstanding Series A Convertible Preferred Stock at the rate of $10 per share plus all dividends accumulated and unpaid on such share through the date of redemption. LaTex Common Stock is not redeemable. Change of Control Certain provisions in LaTex's For a company such as Alliance listed Certificate of Incorporation, on the London Stock Exchange, including the ability of the Board shareholder approval may be required of Directors to issue classes or for certain acquisitions or disposals series of preferred stock and of assets involving directors or restrictions on the ability of substantial shareholders or their shareholders to call meetings and associates. In addition, takeovers propose business at meetings of the of public companies are regulated by common shareholders, may impede a the City Code on Takeovers and takeover attempt. LaTex is subject Mergers (the "City Code"), to the provisions of Section 203 of nonstatutory rules that are the DGCL, which restricts "business unenforceable at law but administered combinations" involving a company by the Panel on Takeovers and and an "interested shareholder" for Mergers, a body comprised of three years following the date on representatives of certain City of which the shareholder acquired 15% London financial and professional or more of the outstanding voting institutions that oversees the stock of the company, unless certain conduct of such takeovers. The City statutory exceptions are satisfied. Code provides that (i) when any person acquires, whether by a series of transactions over a period of time or not, shares that (taken together with shares held or acquired by persons acting in concert with him) carry 30% or more of the voting rights of a public company; or (ii) when any person, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights and such person, or any person acting in concert with him, acquires in any period of 12 months additional shares carrying more than 1% of the voting rights, such person must generally make an offer for all of the equity shares of the company (whether voting or nonvoting) and all the voting non-equity shares of the company for cash, or accompanied by a cash alternative, at not less than the highest price paid for the relevant shares during the 12 months preceding the date of the offer. Indemnification 33 Section 145 of the DGCL permits a Under English law, Alliance may only corporation to indemnify any person indemnify its officers and directors who is, or is threatened to be made, against liabilities they incur in a party to any suit owing to the defending proceedings (whether civil or fact that the person is or was a criminal) in which (i) a judgment has director, officer, employee or agent been given in the indemnitee's favor acting on behalf of the corporation, (ii) the indemnitee is acquitted or subject to a determination by the (iii) relief has been granted to the board of directors that indemnitee by the court from the person has met certain standards liability for negligence, default, of conduct. Section 145 also breach of duty or breach of trust in provides that it is not exclusive of relation to the affairs of Alliance or any other rights to indemnification its subsidiaries. The Articles of or advancement of expenses. LaTex's Association of Alliance provide that bylaws require indemnification of directors and officers of Alliance any director or officer of LaTex to will be entitled to the benefit of the fullest extent permitted by this indemnification. Delaware law and permit indemnification of any employee, attorney, agent or representative to the extent permitted by Delaware law. LaTex's bylaws also authorize the advancement of expenses incurred by the Indemnitee. LaTex's Certificate of Incorporation authorizes the indemnification of any person, in accordance with Delaware law, who is, or is threatened to be made a party to such a suit. Limits on Management's Liability LaTex's Certificate of Incorporation, English law does not provide any as permitted by the DGCL, eliminates mechanism for limiting the liability the monetary liability of LaTex's of directors. directors for a breach of their fiduciary duty as directors, except for liability (i) for any breach of a director's duty of loyalty to LaTex or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (which provides for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. Appraisal Rights Under the DGCL, a holder of Common While English law does not generally Stock who does not vote in favor of provide for appraisal rights, if a a merger or consolidation of LaTex shareholder applies to a court as may, upon compliance with certain described below, the court may procedures, be entitled to receive specify such terms for the the fair value of the shares in cash acquisition as it considers in lieu of the consideration that appropriate. would otherwise be reached in the merger or consolidation. Appraisal The Companies Act provides that where rights are not available in certain a take-over offer (as defined mergers, including (a) mergers in therein) is made for the shares of a which LaTex is the surviving company incorporated in the UK and corporation and in which no 34 vote of its shareholders was the offeror has, within four months required and (b) mergers when the of the date of the offer, acquired or common stock was then listed on a contracted to acquire not less than national securities exchange or nine-tenths in value of the shares to held of record by more than 2,000 which the offer relates, the offeror holders and the holders of common may, within two months of reaching stock are not required to accept the nine-tenths level, notify in exchange for their shares anything shareholders who did not accept the other than shares of stock of the offer and require them to transfer surviving corporation that, on the their shares on the terms of the effective date of the merger, would offer. A dissenting shareholder may be listed on a national securities apply to the court within six weeks exchange or held of record by more of the date on which such notice is than 2,000 holders, cash in lieu given, objecting to the transfer or of fractional shares, or any its proposed terms. The court is combination thereof. unlikely (absent fraud or oppression) to exercise its discretion to order that the acquisition not take effect, but it may order that the offeror shall not be entitled to acquire the relevant shares or specify such terms of the transfer as it finds appropriate. A minority shareholder is also entitled in these circumstances to require the offeror to acquire his shares on the terms of the offer. Conflicts of Interest LaTex's Certificate of Incorporation Alliance's Articles of Association provides that, to the extent provide that a director, or a firm in provided by the DGCL, no contract or which he is interested, may act in a transaction between LaTex and one or professional capacity for Alliance and more of its directors or officers or will be entitled to remuneration for between LaTex and any other company, such services as if he were not a partnership, association or other director, except that such party is not organization in which one or more of authorized to act as auditor to its directors or officers are Alliance. A director may contract with directors or officers of LaTex or Alliance provided he discloses his have a financial interest, shall be interests. Alliance's Articles of void or voidable solely for this Association also detail those matters on reason, or solely because the which an interested director may and may directors or officers are present at not vote. or participate in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because the directors or officers or their votes are counted for such purpose. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes the contract or transaction. Trading in Shares LaTex's Common Stock is traded on the The Existing Alliance Shares are Nasdaq SmallCap Market under the traded on the London Stock Exchange symbol "LATX." Quotations for under the symbol "ARS." Alliance is shares traded on Nasdaq are applying for listing on the London Stock generally available in newspapers Exchange of the New Alliance Shares to and other publications, as well as be issued in connection with the Merger. some computer online services. Quotations for shares listed on the Investors may place orders for the London Stock Exchange are not generally purchase or sale of shares traded on readily available in newspapers or Nasdaq 35 through most licensed broker other dealers in the United States. publications in the United States. However, investors may place orders for the purchase or sale of shares traded on the London Stock Exchange through most licensed broker dealers in the United States. RESTRICTIONS ON RESALES BY AFFILIATES The issuance of the New Alliance Shares to be received by LaTex shareholders in connection with the Merger, has been registered under the Securities Act. Except as described in this paragraph, the New Alliance Shares may be traded without restriction under the Securities Act. The New Alliance Shares to be issued in the Merger and received by persons who are deemed to be "affiliates" (as that term is defined in Rule 144 under the Securities Act) of LaTex prior to the Merger may be resold by them only in transactions permitted by the resale provisions of Rule 145. The principal requirement of Rule 145 is that an affiliate of LaTex may not (together with other persons whose sales are aggregated under Rule 145) sell during any three-month period a number of New Alliance Shares exceeding the greater of (i) one percent of the total number of outstanding New Alliance Shares or (ii) the average weekly trading volume of New Alliance Shares for a specified four-week period. APPRAISAL RIGHTS OF DISSENTING LATEX SHAREHOLDERS Any person who is a holder of record of shares of LaTex Common Stock and who objects to the terms of the Merger may seek appraisal of the "fair value" of such holder's LaTex Common Stock under and in compliance with the requirements of Section 262 of the DGCL (the LaTex Common Stock as to which such appraisal rights have been asserted being referred to herein as the "Dissenting Shares"). Section 262 provides a procedure by which persons who are holders of LaTex Common Stock at the Effective Time of the Merger may seek an appraisal of part of or all their LaTex Common Stock in lieu of accepting New Alliance Shares in exchange therefor as described above under "Terms of the Merger." In any such appraisal proceeding, the Delaware Court of Chancery (the "Chancery Court") would determine the "fair value" of the Dissenting Shares. Holders of LaTex Common Stock should recognize that such an appraisal could result in a determination of a value higher or lower than, or equivalent to, the New Alliance Shares they would receive in the Merger. The following is a summary of the principal provisions of Section 262 and does not purport to be a complete description. A copy of Section 262 is attached hereto as Appendix D and is incorporated herein by reference. FAILURE TO TAKE ANY NECESSARY STEPS FULLY AND PRECISELY TO SATISFY THE REQUIREMENTS OF SECTION 262 OF THE DGCL WILL RESULT IN A TERMINATION OR WAIVER OF THE APPRAISAL RIGHTS OF THE LATEX COMMON SHAREHOLDER UNDER SUCH SECTION. IN THAT CASE, EACH SHARE OF LATEX COMMON STOCK OWNED BY SUCH SHAREHOLDER IMMEDIATELY PRIOR TO THE EFFECTIVE DATE WILL BE CONVERTED INTO THE RIGHT TO RECEIVE NEW ALLIANCE SHARES PURSUANT TO THE MERGER. Under Section 262, a corporation, not less than 20 days prior to the meeting at which a proposed merger is to be voted on, must notify each of its shareholders entitled to appraisal rights as of the record date of the meeting that appraisal rights are available and include in the notice a copy of Section 262. This Proxy Statement constitutes the notice to the holders of LaTex Common Stock. A holder of LaTex Common Stock electing to exercise appraisal rights under Section 262 must (a) deliver to LaTex, before the taking of the vote on the Merger, a written demand for appraisal that is made by 36 or on behalf of the person who is the holder of record of the Dissenting Shares and (b) not vote in favor of adoption of the Merger. A proxy or vote against approval and adoption of the Merger does not constitute a sufficient demand. In addition, mere failure, after the completion of the Merger, to execute and return a letter of transmittal to the Transfer Agent does not constitute a demand. A holder of LaTex Common Stock electing to demand appraisal must do so before the taking of the vote on the Merger by a separate written demand that reasonably informs LaTex of the identity of the holder of LaTex Common Stock of record and of the holder's intention thereby to demand the appraisal of the holder's LaTex Common Stock. Written demands for appraisal should be directed to LaTex Resources, Inc., 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135, Attention: Stacey D. Smethers, Secretary. Only the holder of record of LaTex Common Stock is entitled to assert appraisal rights for the LaTex Common Stock registered in that holder's name. The holder of LaTex Common Stock asserting appraisal rights must hold LaTex Common Stock on the date of record of making the demand and continuously through the Effective Time of the Merger. The demand should be executed by or for the holder of record, fully and correctly, as the holder's name appears on the holder's stock certificates. If the stock is owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand should be made in that capacity, and if the stock is owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all owners. An authorized agent, including one of two or more joint owners, may execute the demand for appraisal for a holder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, the agent is acting as agent for the record owner or owners. A record holder who holds LaTex Common Stock as nominee for beneficial owners may exercise the holder's right of appraisal with respect to the LaTex Common Stock held for all or less than all of such beneficial owners. In that case, the written demand should set forth the number of shares of LaTex Common Stock covered by it. Where no number of shares of LaTex Common Stock is expressly mentioned, the demand will be presumed to cover all LaTex Common Stock held in the name of the record holder. Within ten days after the Effective Time of the Merger, Alliance will send notice of the effectiveness of the Merger to each person who, prior to the Effective Time of the Merger, made proper written demand for appraisal and who did not vote in favor of, or consent to, the Merger. Within 120 days after the Effective Time of the Merger, Alliance or any holder of Dissenting Shares may file a petition in the Chancery Court demanding a determination of the fair value of all of the Dissenting Shares. Holders of Dissenting Shares should not assume that (i) Alliance will file a petition with respect to the appraisal value of their Dissenting Shares, (ii) Alliance will initiate any negotiations with respect to the "fair value" of such Dissenting Shares or (iii) Alliance will notify them of any act in connection with the Merger other than as required by law. Accordingly, holders of LaTex Common Stock should regard it as their obligation to initiate all necessary action with respect to the perfection of their appraisal rights within the time periods prescribed in Section 262 of the DGCL. Within 120 days after the Effective Time of the Merger, any holder of Dissenting Shares is entitled, upon written request, to receive from Alliance a statement setting forth the aggregate number of Dissenting Shares and the aggregate number of holders of Dissenting Shares. Alliance is required to mail this statement within ten days after it receives a written request therefor. If a petition for an appraisal is timely filed, after a hearing on such petition, the Chancery Court will determine the holders of LaTex Common Stock entitled to appraisal rights and will appraise the Dissenting Shares owned by the holders, determining their "fair value" exclusive of any element of value arising from the accomplishment or expectation of the Merger and will determine a fair rate of interest, if any, to be paid upon 37 the "fair value." In determining "fair value" of the Dissenting Shares, the Chancery Court will take into account all relevant factors. The Delaware Supreme Court has stated that such factors include "market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger which throw any light on future prospects of the merged corporation." In the case of Weinberger v. UOP, Inc., the Delaware Supreme Court stated, among other things, - ----------------------- that "proof of value by any techniques or methods generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding. The value so determined for the Dissenting Shares could be more or less than, or the same as, the New Alliance Shares to be received in the Merger. The Chancery Court may allocate the costs of the appraisal proceedings as it deems equitable in the circumstances. The Chancery Court may also order that all or a portion of the expenses incurred by any holder of Dissenting Shares in connection with an appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the Dissenting Shares. Any holder of LaTex Common Stock who has duly demanded an appraisal in compliance with Section 262 will not, after the Effective Time of the Merger, be entitled to vote the LaTex Common Stock subject to the demand for any purpose or be entitled to the payment of dividends or other distributions on the LaTex Common Stock (other than those payable or deemed to be payable to holders of LaTex Common Stock of record as of a date prior to the Effective Time of the Merger) or on any New Alliance Shares otherwise issuable, but for the appraisal demand, in substitution therefor. A holder of LaTex Common Stock will fail to perfect, or effectively lose, the holder's right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time of the Merger, or if a holder of LaTex Common Stock delivers to LaTex a written withdrawal of the holder's demand for an appraisal and an acceptance of the Merger, except that any such attempt to withdraw made more than 60 days after the Effective Time of the Merger requires the written approval of Alliance. Holders of LaTex Common Stock should also note that surrender to the designated exchange agent of certificates for their LaTex Common Stock may constitute a waiver of appraisal rights under the DGCL. If an appraisal proceeding is timely instituted, the proceeding may not be dismissed, without the approval of the Chancery Court as to any holder of LaTex Common Stock who has perfected his right of appraisal. PRICE RANGE OF STOCK AND DIVIDENDS The Existing Alliance Shares are traded on the London Stock Exchange under the symbol "ARS."LaTex's Common Stock is traded on the Nasdaq under the symbol "LATX" and until September 4, 1996, was listed on the Pacific Stock Exchange under the symbol "LAT." At the request of Alliance, the trading of the Existing Alliance Shares on the London Stock Exchange was suspended upon the announcement of the Merger Agreement and will remain suspended until completion or abandonment of the Merger. Also at the request of Alliance, the trading of the Existing Alliance Shares was suspended from September 6, 1995 to November 2, 1995 in connection with the investigation of the matters relating to Mr. O'Brien, Alliance's former chief executive. 38 The following table sets forth the high and low sales prices for the Existing Alliance Shares on the London Stock Exchange (in pounds) and LaTex's Common Stock on the Nasdaq system for the periods indicated.
SALES PRICES ------------------------------------------------------ ALLIANCE SHARES LATEX COMMON STOCK ----------------- --------------------- HIGH((Pounds)) LOW((Pounds)) High($) Low ($) ---------------- ------------- ------- ------- Year Ended December 31, 1994: First Quarter................................ .0725 .0660 1.563 0.813 Second Quarter............................... .0700 .0676 0.938 0.625 Third Quarter................................ .0776 .0676 1.625 0.875 Fourth Quarter............................... .1126 .0926 1.063 0.750 Year Ended December 31, 1995: First Quarter................................ .1000 .0660 0.875 0.500 Second Quarter............................... .0726 .0546 0.688 0.438 Third Quarter................................ .066 .046 1.000 0.156 Fourth Quarter............................... .046 .016 0.625 0.344 Year Ending December 31, 1996: First Quarter................................ .050 .030 0.531 0.313 Second Quarter............................... .0325 .0276 0.563 0.313 Third Quarter (through August 11 for .0276 .0176 0.500 0.375 Alliance)................................... Fourth Quarter.............................. N/A N/A
As of _____________, 1997, the approximate number of record holders of the existing Alliance shares was 2,730. As of ____, 1997, the approximate number of record holders of LaTex Common Stock was ___. On August 9, 1996, the last complete trading day prior to the announcement of the Merger Agreement, the closing sales prices of LaTex Common Stock was $0.41 per share and of the Existing Alliance Shares on the London Stock Exchange was (Pounds)0.02 per share. On ________, 1997, the closing sale price of LaTex Common Stock on the NASDAQ System was $_______ per share. Neither Alliance nor LaTex have paid any cash dividends on the Existing Alliance Shares or LaTex Common Stock for at least the last two completed fiscal years. In addition, LaTex is restricted from paying cash dividends under the Credit Agreement. SPECIAL MEETING OF SHAREHOLDERS The Special Meeting is scheduled to be held at a.m. on _________________, 1997, at _______________________________. PURPOSE OF THE MEETING The purpose of the Special Meeting is to consider and vote upon a proposal to approve and adopt a proposed Agreement and Plan of Merger, dated as of August 12, 1996 as amended September 16 and 27, 39 1996, among LaTex, Alliance and Alliance Resources (Delaware), Inc., which is a newly formed, wholly owned subsidiary of Alliance, pursuant to which, among other things, (i) Alliance Resources (Delaware), Inc. will be merged with and into LaTex resulting in LaTex becoming a wholly owned subsidiary of Alliance and (ii) outstanding shares of LaTex's Common Stock will be canceled and LaTex shareholders will receive New Alliance Shares at the Conversion Rate. QUORUM AND VOTING The record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting was the close of business on , 1997 (the "Record Date"). As of the Record Date, there were 19,805,495 shares of LaTex's Common Stock issued and outstanding. Each share of LaTex's Common Stock is entitled to one vote on all matters to be acted upon at the Special Meeting. The presence, in person or by proxy, of holders of a majority of the issued and outstanding shares of LaTex's Common Stock entitled to vote at the meeting is necessary to constitute a quorum to transact business. Abstentions are counted towards determining whether a quorum is present. Shares represented by broker non-votes are not considered present at the meeting and are not counted towards a quorum. Abstentions and broker non- votes are not counted in determining the number of shares voted for or against any proposal. The affirmative vote of a majority of the shares of LaTex's Common Stock is required for the approval and adoption of the Merger Agreement. The directors and executive officers of LaTex beneficially own and have the right to vote approximately 28% of the outstanding shares of LaTex's Common Stock and have indicated their intention to vote in favor of the approval and adoption of the Merger Agreement at the Special Meeting. WHEN PROXIES IN THE ACCOMPANYING FORM ARE PROPERLY EXECUTED AND RECEIVED, THE SHARES REPRESENTED WILL BE VOTED AT THE SPECIAL MEETING IN ACCORDANCE WITH THE DIRECTIONS NOTED. IF NO DIRECTION IS INDICATED, SHARES WILL BE VOTED IN FAVOR OF THE MERGER, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE THE MEETING. Each shareholder of LaTex giving a proxy has the unconditional right to revoke the proxy at any time prior to its exercise either in person at the Special Meeting or by giving written notice to LaTex addressed to: 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135, Attention: Stacey D. Smethers, Secretary. No revocation by written notice will be effective until the notice has been received by the Secretary of LaTex prior to the day of the Special Meeting or by the inspector(s) of elections at the Special Meeting prior to the closing of the polls. In addition to the solicitation of proxies by use of the mail and through this Proxy Statement, directors, officers and regular employees of LaTex may solicit the return of proxies, either by mail, personal contact, telephone, telecopy or telegraph. Officers and employees of LaTex will not be additionally compensated for their solicitation efforts but will be reimbursed for any out-of-pocket expenses incurred. Brokerage houses and other custodians, nominees and fiduciaries will be requested, in connection with shares registered in their names, to forward solicitation materials to the beneficial owners of the shares. RECOMMENDATION THE LATEX BOARD OF DIRECTORS BELIEVES THAT THE MERGER IS IN YOUR BEST INTEREST AND HAS UNANIMOUSLY RECOMMENDED THAT YOU VOTE FOR THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT AND MERGER. 40 PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT The following table and the notes thereto set forth certain information regarding the beneficial ownership of LaTex Common Stock as of the Record Date, by (i) each current director of LaTex; (ii) each officer of LaTex who received at least $100,000 in salary and bonus in fiscal 1996; (iii) all present executive officers and directors of LaTex as a group; and (iv) each other person known to LaTex to own beneficially more than five percent of the presently outstanding LaTex Common Stock; and the number of New Alliance Shares that will be held immediately after the Merger by (i) each of the foregoing persons; (ii) each current director and proposed director of Alliance; (iii) all present executive officers, directors and proposed directors of Alliance as a group; (iv) each other person known to Alliance who will own beneficially more than five percent of the New Alliance Shares after the Merger, based on their ownership on the Record Date and after giving effect to the 40-to-1 reverse split of the Existing Alliance Shares.
Before the Merger After the Merger --------------------------------- ------------------------------ Amount and Class of LaTex New Alliance Shares Owned Percent Owned Shares Owned Percent Owned Name and Address of Beneficial Owner(1) Beneficially Beneficially (2) Beneficially Beneficially (2) - --------------------------------------- -------------- ---------------- ------------- --------------- Jeffrey T. Wilson (3) 4,135,000 20.9% 3,641,281 17.0% A. Dean Fuller 1,058,000 5.3% 931,674 4.3% Malcolm W. Henley (4) 510,000 2.6% 449,106 2.1% John R. Martinson (5) 536,000 2.7% 472,002 2.2% John W. Heinsius (4) 271,500 1.4% 239,083 1.1% Robert L. Hull (4) 325,000 1.6% 286,195 1.3% John L. Cox (4) 230,500 1.2% 202,978 * Trans Arabian Energy Ltd. (6) 0 - 1,575,875 7.3% D. Patrick Maley 0 - 12,500 * William J. A. Kennedy 0 - 4,125 * M. Philip Douglas 0 - 49,583 * Christopher R. L. Samuelson 0 - 0 - Stanley J. Robinson 0 - 0 - John A. Keenan 0 - 150,000 (7) * Paul R. Fenemore 0 - 25,000 (7) * H. Brian K. Williams 0 - 62,500 (7) * All Executive Officers and Directors of LaTex 5,597,000 28.3% 4,928,718 22.5% as a group (7 persons) All Executive Officers, Directors and 0 0 4,416,991 20.4% Proposed Directors of Alliance as a group (10 persons)
- -------------- *Less than one percent. 41 (1) All of LaTex's directors and officers may be contacted at LaTex's offices, 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. All of the Alliance's directors and proposed directors may be contacted at Alliance's offices, Kingsbury House, 15-17 King Street, London SW1Y 6QU. (2) Based on 19,805,495 issued and outstanding shares of LaTex Common Stock at the Record Date. Shares of LaTex Common Stock that an individual has the right to acquire within 60 days pursuant to the exercise of options, warrants, or other convertible securities are deemed to be outstanding for the purpose of computing the percentage ownership of such individual, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group shown in the table. (3) Includes 300,000 shares of Restricted Stock (See "Item 11. Executive Compensation--Restricted Stock Grants." in the LaTex Form 10-K) and excludes 300,000 shares held by the Old National Bank in Evansville, Indiana, Trustee of the Jeffrey T. Wilson and Annalee Wilson Irrevocable Family Trust for the benefit of the Wilson children. (4) Includes: (a) with respect to Mr. Henley, 300,000 shares of Restricted Stock; (b) with respect to Mr. Heinsius, 250,000 shares of Restricted Stock; (c) with respect to Mr. Hull, 325,000 shares of Restricted Stock; and (d) with respect to Mr. Cox 225,000 shares of Restricted Stock. (5) Includes presently exercisable warrants to purchase 436,000 shares held by Wood Roberts, a corporation under the control of Mr. Martinson. (6) The address of Trans Arabian Energy Ltd. is 50 Town Range, Gibraltar. (7) Consists of options to purchase the specified number of shares at a price of 2p. per share. The options which were granted on 16 December 1996 and can be exercised not earlier than three years from the date of grant and not later than 10 years from that date. The number of options and the exercise price will be adjusted to reflect the 40-for- 1 reverse stock split. (8) Based on issued New Alliance Shares upon completion of the Merger, and based on the exercise of all warrants by the applicable holder. 42 LATEX LaTex is an independent oil and gas exploration and production company located in Tulsa, Oklahoma, primarily engaged in the acquisition of producing oil and gas properties. LaTex owns and operates producing oil and gas properties located in 14 states with crude reserves located primarily in the states of Mississippi, Louisiana, Oklahoma, Texas and Alabama. The executive offices of LaTex are at 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. ADDITIONAL INFORMATION CONCERNING LATEX, INCLUDING ITS BUSINESS, PROPERTIES, FINANCIAL STATEMENTS AND MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS, IS INCLUDED IN ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JULY 31, 1996, WHICH IS INCLUDED WITH THIS PROXY STATEMENT (ATTACHED AS APPENDIX S). ALLIANCE GENERAL Alliance is a London-based holding company of a group whose principal activities are the exploration, development and production of oil and gas in the United States. In May 1996, John A. Keenan was appointed as chief executive of Alliance. In connection with the change in management, Alliance has adopted a new business strategy. As formulated by its current management, Alliance's near- term strategy is to focus its operations on the development, enhancement and operation of producing properties in the United States, which would generate the cash flow necessary to provide initial funding for international oil development and enhancement projects, particularly in the former Soviet Union. Alliance believes that opportunities to increase production in older or undeveloped fields employing new technology and capital have become available internationally as a result of the eroding geographic, political and economic barriers to private investment, particularly in the former Soviet Union. However, realization of this strategy requires that Alliance have a sufficient quantity of assets and of cash flow to fund the process of identifying and securing additional properties for exploitation. Therefore, in 1996, Alliance has concentrated on pursuing acquisition opportunities that would provide a base of properties with relatively stable cash flow. The Board of Directors of Alliance believes that the Merger will provide necessary critical mass to Alliance, which will enhance prospects for its further growth and the realization of its stated objective of building an international portfolio of development prospects. At this time, neither Alliance nor LaTex holds any rights to any international projects. However, Alliance's management intends to pursue additional United States acquisitions with the ultimate intention of utilizing the cash flow generated by those properties to fund international development, exploitation and enhancement projects. Alliance was incorporated and registered under the laws of England and Wales on August 20, 1990. Alliance's principal executive offices are at Kingsbury House, 15-17 King Street, London SW1Y 6QU, England. After completion of the Merger, Alliance will maintain corporate headquarters in London but intends that its U.S. operations office will be located in LaTex's current offices at 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. 43 RECENT DEVELOPMENTS Until September 1995, Mr. John O'Brien served as Alliance's chief executive and as a director. In August 1995, the Board of Directors of Alliance discovered that Mr. O'Brien had been fraudulently misrepresenting Alliance's interest in the Valentine Field in Louisiana. Thereafter, an internal investigation was carried out that revealed further wrongdoing and breaches of duty on Mr. O'Brien's behalf. Therefore, on September 6, 1995, the Alliance Board of Directors removed Mr. O'Brien as a director and the chief executive and requested the suspension of trading in Alliance's shares on the London Stock Exchange. After an extensive investigation by the Board of Directors, which included work by specially engaged forensic accountants, independent petroleum reservoir engineers and legal counsel, Alliance determined to file litigation against Mr. O'Brien and to report the matters to the Serious Fraud Office of the United Kingdom, who continue to conduct their investigation. On August 13, 1996, Alliance announced that it had agreed to stay its litigation against Mr. O'Brien. The terms of the settlement are confidential. D. Patrick Maley, a director of Alliance since November 29, 1995, served as Chairman of the Company on an interim basis until May 1996. At that time, John A. Keenan, who had been a non-executive director of Alliance since April 1996, was appointed as chief executive of Alliance. In addition, Alliance's Board of Directors appointed Paul Fenemore as Director of Operations and Business Development of Alliance in May 1996 and Brian Williams as Financial Director of Alliance in June 1996. Accordingly, although the events surrounding Mr. O'Brien's activities created significant turmoil within Alliance, Alliance has now appointed new management and has adopted a new business strategy for Alliance. After its fiscal year ended April 30, 1996, Alliance disposed of certain of its properties and other assets. Specifically, on May 30, 1996, Alliance sold its interest in four leases offshore Matagorda Island, Texas for net cash consideration of $432,000. Alliance's interest in these blocks varied between 4.2% and 6.3%. On August 15, 1996, Alliance disposed of its interest in four leases in Lovaca County, Texas for net cash consideration of $435,000. Alliance's working interest in these blocks varied between 17.7% and 42.4%. Also in August 1996, Alliance disposed of its interest in Geological Forecast Technology Ltd. to Geos Seismology Limited by transferring its 50 A Shares as part of a final settlement of actions brought by the latter. In October 1996, Alliance sold its interest in three oil and gas fields located in Texas and Oklahoma for net cash consideration of $1,425,000. The fields had combined remaining reserves of approximately 25,920 barrels of oil and 1,720 million cubic feet of gas as of May 1, 1996, representing approximately 16% of Alliance's total proved and probable reserves. The interest comprised 21 wells and Alliance's working interest in those wells varied between 3% and 28%. OIL AND GAS INTERESTS Alliance recently completed the disposal of all of its remaining non- operated oil and gas properties located in Texas and Oklahoma, as described above, and currently owns and/or operates oil and gas properties with proved reserves located in the State of Louisiana. Alliance operates 36 producing wells and also owns non-operated interests in 4 producing wells. Gross daily production for the oil and gas properties in which Alliance has an interest is approximately 808 bopd and 916 mcfgpd as of December 15, 1996, and Alliance's net share is 413 bopd and 147 mcfgpd. Net proved reserves to Alliance as of April 30, 1996 are 589 mbbls of oil equivalent. The following is a summary of Alliance's principal areas of oil and gas production activity: 44 South Elton Field. The South Elton Field is located twelve miles north of the town of Jennings in Jefferson Davis Parish, Louisiana. Alliance currently has a leasehold of 642 acres and operates six producing wells, two saltwater disposal wells and three shut-in wells. The field was discovered by Stanolind in the early 1930's. Production has been established in four Homeseeker (Middle Frio) Sands, five Ortego (Upper Frio) Sands and two Marginulina (Lower Anahuac) Sands. The productive reservoirs occur at depths at between 7,180 to 9,300 feet. The reservoir traps are faulted anticlines caused by south dipping growth faults. Gross daily production from the field is approximately 372 bopd and 329 mcfgpd, and Alliance's net share of production is 210 bopd and 100 mcfgpd as of December 15, 1996. Net proved reserves to Alliance as of April 30, 1996 are 334 mbbls of oil equivalent (using a 6:1 conversion factor for gas to oil). Valentine Field. The Valentine Field is located south of New Orleans in Lafourche Parish, Louisiana. Alliance currently has a leasehold of 65 acres and operates two producing wells and three shut-in wells. In addition, Alliance has a non-operated interest in the Arrowhead #1 Valentine Sugars well. The field was discovered in 1935 when Pan American drilled the Marang # 1 well. Production has been established in Middle Miocene Sands at depths of between 6,450-10,800 feet. Alliance's oil and gas interests are situated on the west flank of a salt dome. Gross daily production from Alliance's oil and gas interests in the field is approximately 145 bopd and 587 mcfgpd, and Alliance's net share of production is 97 bopd and 47 mcfgpd as of December 15, 1996. Net proved reserves to Alliance as of April 30, 1996 are 113 mbbls of oil equivalent. Jennings Field. The Jennings Field is located seven miles north of the town of Jennings in Acadia Parish, Louisiana. Alliance has a leasehold of 275 acres and operates twenty-five producing wells, three saltwater disposal wells and nineteen shut-in wells. The field was discovered by the Maywood Brothers in 1901. Production has been established in multiple Miocene age sandstone reservoirs draped over a salt dome. Gross daily production from the field is approximately 110 bopd and Alliance's net share is 78 bopd as of December 15, 1996. Recent work activity in November/December 1996 has increased gross production from 65 bopd to the current level of 110 bopd. Net proved reserves to Alliance as of April 30, 1996 are 63 mbbls of oil. South Crowley Field. South Crowley Field is located at the town of Crowley in Acadia Parish, Louisiana. Alliance has a leasehold of 40 acres and operates one producing oil well. The field was discovered in the 1930's by Gulf and has been developed by many operators. Production has been established in multiple sands ranging in age from Upper Miocene to Middle Frio. The Guillot #1 well was drilled in August 1992 and completed as a flowing well from perforations at a depth of 6,743-44 feet. Gross daily production from the Guillot #1 well is approximately 32 bopd as of December 15, 1996. Net proved reserves to Alliance as of April 30, 1996 are 30 mbbls of oil. North Tepetate Field. The North Tepetate Field is located 24 miles northeast of the town of Jennings in Acadia Parish, Louisiana. Alliance presently holds 80 acres under lease and operates one producing well and one saltwater disposal well. The field was discovered in the 1940's by Vincent and Welch and production has been established in Oligocene age sands. The reservoir trap is an anticlinal closure between two south dipping growth faults. The Sweeney #3 well was drilled in July 1983 and is currently completed in the Marginulina sands at a depth of approximately 7,000 feet. 45 Gross daily production from the Sweeney #3 well is approximately 29 bopd and Alliance's net share of production is 11 bopd as of December 15, 1996. Net proved reserves to Alliance as of April 30, 1996 are 19 mbbls of oil. Jefferson Island Field. The Jefferson Island field is located near the town of Delcambre, approximately 12 miles southwest of the city of New Iberia in Iberia Parish, Louisiana. Alliance is operator for a 525 acre leasehold which is currently being maintained by production from the Will Drill Resources (Texaco) #4 JISMC well. The Alliance lease has seven shut-in wells located on it. The field was discovered by Texaco in May 1938. Since then production has been established by various operators in Siphoni Divisi and Discorbis B age sandstone reservoirs. The reservoir traps are combination structural- stratigraphic traps in a salt dome piercement setting. Alliance currently has not established production on the lease and net proved (behind pipe) reserves to Alliance as of April 30, 1994 are 15 mbbls of oil. A number of potential drilling locations has been identified on the lease for future exploration activity. INTERNATIONAL In Albania, Alliance held the negotiating rights to the Delvina gas and condensate field and rights, negotiated by the previous management, for production enhancement at the Kucova/Arrza oil fields. Following a review of the prospects by its technical staff, it was determined to focus on the Delvina Field, as the Kucova/Arrza wells were not sufficiently productive to obtain economic returns. Accordingly, Alliance has notified Albpetrol, the Albanian national oil company, that it has relinquished its exclusive negotiating right to the Kucova/Arrza Fields. Studies on the Delvina Field have determined that a new pipeline connecting Delvina with the main Albanian gas market may be necessary. Albpetrol has notified Alliance that it has interrupted Alliance's exclusive right to negotiate for the Delvina field. Alliance continues to appraise international opportunities as they arise, with particular focus on the former Soviet Union. OPERATIONS For the year ended April 30, 1996, Alliance carried out the following activities on its oil and gas properties. In July 1995 Alliance successfully drilled and completed the Tupper #7 well in South Elton Field, Jefferson Davis Parish, Louisiana. The well produced upwards of 170 barrels of oil per day (bopd) and 160 thousand cubic feet of gas per day and was a significant contributor to revenue during the year. In April 1996 Alliance completed the workover of the Valentine Sugars #3 well which added 155 bopd to production from the well which had been shut-in since December 1993. The Gueno #1 well was drilled in July 1995 in the Branch Field in Acadia Parish, Louisiana and has been temporarily abandoned. The well encountered two of the four objective productive sands, but at downdip locations. The leasehold has been maintained for redrill at an upstructure location. In September 1995 the Jefferson Island Salt Mining Company #1 well was drilled in Iberia Parish. The well was abandoned following the drill pipe being stuck and the hole junked. Alliance has received a number of farmout proposals on this lease and is actively considering its strategy having recently completed extensive geological re-mapping and re-appraisal of the lease. In May 1996 Alliance farmed out its interest in Valentine Sugars #2 well to American Explorer. The well was unsuccessful and was plugged and abandoned. Alliance completed its review of non-core assets after the fiscal year end, notably the nonoperated properties owned by the wholly-owned subsidiary ARNO Inc. Subsequent to the year end, these properties have been disposed of for a cash consideration in excess of US$2.250 million. Following a review of the US operations, Alliance also made some significant cuts to its overheads commensurate with the size of the operations. 46 PRODUCTION The following table sets forth information with respect to production for the periods indicated.
YEAR ENDED APRIL 30 -------------------------------------- 1994 1995 1996 ------------ ------------ ------------ Production Gas (Mmcf) 153 206 602 Oil (Mbbls) 27 39 228*
DRILLING ACTIVITY During the periods indicated, Alliance drilled or participated in the drilling of the following exploratory and development wells:
YEAR ENDED APRIL 30 --------------------------------------------------- 1994 1995 1996 ---------------- ---------------- ---------------- GROSS NET GROSS NET GROSS NET ------- ----- ------- ----- ------- ----- Exploratory Productive 2 1.88 1 .70 0 0 Non-Productive 1 .72 0 0 2 .6 Total 3 2.60 1 .70 2 .6 Development Productive 1 .11 0 0 2 1 Non-Productive 0 0 0 0 0 0 Total 1 .11 0 0 2 1
47 SELECTED CONSOLIDATED FINANCIAL INFORMATION OF ALLIANCE The selected historical financial information presented in the table below for and at the end of each of the years ended April 30, 1992, 1993, 1994, 1995 and 1996 is derived from the audited consolidated financial statements of Alliance, of which the consolidated balance sheets as of April 30, 1994, 1995 and 1996 are included with this Proxy Statement. The selected historical financial information for the years ended April 30, 1992, and 1993 presented in the table below are derived from audited financial statements of Alliance that are not included in this Proxy Statement. The selected financial information presented below should be read in conjunction with Alliance's consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Proxy Statement. ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES SELECTED FINANCIAL DATA (in thousands, except for share data)
AS OF AND FOR THE YEAR ENDED APRIL 30, ------------------------------------------------------ 1996 1995 1994 1993 1992 ---------- --------- --------- --------- --------- (in thousands) (Restated) Selected Income Statement Data Amounts in accordance with UK GAAP Total Revenues................................. 3,686 1,483 837 631 972 Depletion and depreciation..................... 1,668 14,944 128 278 347 (Loss) from continuing operations before and after income taxes............... (3,593) (18,213) (1,177) (1,627) (818) Approximate amounts in accordance with US GAAP Net (loss) (3,428) (21,641) (Loss) per Existing Alliance Share (0.7)p (9.6)p Selected Balance Sheet Information Amounts in accordance with UK GAAP Working capital (deficiency)................ 536 (8,215) (1,478) (2,022) (2,364) Net Property, Plant and Equipment........... 7,311 8,047 14,484 10,594 10,064 Total assets................................ 9,845 9,335 16,334 11,132 10,358 Long-term debt, net of current liabilities.. 92 1,240 925 1,203 - Total Liabilities........................... 2,090 10,773 4,045 5,068 2,667 Shareholders' equity........................ 7,755 (1,438) 12,289 6,064 7,691 Approximate amounts in accordance with US GAAP Total Assets 7,582 6,907
48 UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF ALLIANCE The following unaudited condensed pro forma combined balance sheet and unaudited condensed pro forma combined statement of income for Alliance (collectively, the "Unaudited Pro Forma Financial Statements") have been prepared to illustrate the estimated effect of the proposed combination of Alliance and LaTex pursuant to the Merger and are based upon the assumptions set forth below and in the notes to such statements. The respective historical consolidated financial statements of Alliance and LaTex are included elsewhere in this Proxy Statement. The Merger will be treated as a purchase and, as a result of the LaTex shareholders owning approximately 72% of the combined company, LaTex will be treated as having acquired Alliance. Accordingly, in the unaudited pro forma financial statements, it is the assets and liabilities of Alliance that are recorded at fair value while the assets of LaTex are recorded at historical cost. The unaudited pro forma financial statements include the unaudited condensed pro forma combined balance sheet at April 30, 1996, giving effect to the Merger as if it were consummated on that date. Also presented is the unaudited condensed pro forma combined statement of income for the year ended April 30, 1996 after giving effect to the Merger as if it were consummated on May 1, 1995. The unaudited pro forma financial statements are prepared in accordance with US GAAP. The financial statements of Alliance have been prepared in accordance with UK GAAP and the financial statements of LaTex have been prepared in accordance with US GAAP. Included are relevant adjustments to the Alliance financial statements to state these in accordance with US GAAP. The unaudited pro forma financial statements and accompanying notes, which are an integral part of such statements, should be read in conjunction with the respective historical financial statements, including the notes thereto, and other financial information of Alliance and LaTex included elsewhere in this Proxy Statement. The unaudited pro forma financial statements are provided for illustrative purposes only and do not purport to represent what the financial position or results of operations of Alliance and LaTex would actually have been if the Merger had in fact occurred on the dates indicated or to project the financial position or results of operations for any future date or period. 49 CONDENSED PRO FORMA COMBINED BALANCE SHEET AS AT APRIL 30, 1996 (UNAUDITED)
ALLIANCE LaTex UK US GAAP Alliance US Historical as at Pro forma PRO GAAP Adjustments GAAP 31 July 1996 Adjustments FORMA --------- ------------ ------------ ----------------- ------------ --------- $000 $000 $000 $000 $000 $000 Assets: Current assets: Cash and cash equivalents 1,177 - 1,177 19 - 1,196 Receivables: Trade 736 - 736 3,324 - 4,060 Other 557 (a) (272) 285 516 - 801 Prepaid expenses 64 - 64 - - 64 Inventory - - - 175 - 175 Other current assets - - - 28 - 28 Assets held for sale - - - 165 165 -------- ---------- -------- -------- ----------- -------- Total current assets 2,534 (272) 2,262 4,227 - 6,489 -------- ---------- -------- -------- ----------- -------- Net property, plant and equipment, at cost (full cost method for oil and gas properties) 7,311 (b) (1,991) 5,320 31,945 (c) 5,292 42,557 Other assets: Notes receivable, net of current portion - - - 758 - 758 Deposits and other assets - - - 131 - 131 Accounts and notes receivable - related Parties - - - 392 - 392 Intangible assets net of amortization - - - 1,513 - 1,513 -------- ---------- -------- -------- -------- Total Assets 9,845 (2,263) 7,582 38,966 5,292 51,840 ======== ========== ======== ======== =========== ======== Liabilities and Stockholders' Equity Current liabilities: Bank loans and overdrafts 37 - 37 - - 37 Development loans 5 - 5 - - 5 Trade accounts payable 1,279 - 1,279 9,058 - 10,337 Accrued expenses - - - 607 (d) 2,500 3,107 Current portion of long term debt - - - 22,236 - 22,236 Other 677 - 677 747 - 1,424 -------- ---------- -------- -------- ----------- -------- Total current liabilities 1,998 - 1,998 32,648 2,500 37,146 Long-term debt, excluding current 92 - 92 - - 92 installments
50 Total liabilities 2,090 - 2,090 32,648 2,500 37,238 -------- ----------- -------- -------- -------- -------- Stockholders' equity: Ordinary shares, (Pounds)0.01 par value. issued 324,152,633 (Alliance) 5,105 - 5,105 - (e) (5,105) - Common stock $0.01 par value (LaTex) - - - 191 (g) (191) - Ordinary shares (Pounds)0.40 par value - - - 29,552,336 shares issued. (f) 19,404 19,404 Series A convertible preferred stock - - - 4,503 (g) (4,503) - Series B convertible preferred stock - - - 4,793 (g) (4,793) - Additional paid in capital - - - 9,068 (g) (2,122) 6,946 Treasury stock - - - (489)(g) 489 - Share premium 20,157 - 20,157 - (e)(20,157) - Merger reserve 401 - 401 - (e) (401) - Accumulated deficit (17,908) (2,263) (20,171) (11,748)(e) 20,171 (11,748) -------- ----------- -------- -------- -------- -------- Total stockholders' equity 7,755 (2,263) 5,492 6,318 2,792 14,602 -------- ----------- -------- -------- -------- -------- Total liabilities and stockholders' equity 9,845 (2,263) 7,582 38,966 5,292 51,840 ======== =========== ======== ======== ======== ========
51 CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME YEAR ENDED APRIL 30, 1996 (UNAUDITED)
ALLIANCE UK GAAP ALLIANCE US LATEX YEAR US GAAP HISTORICAL ENDED GAAP YEAR ENDED YEAR ENDED PRO APRIL 30, ADJUST- APRIL 30, JULY 31, PRO FORMA FORMA 1996 MENTS 1996 1996 ADJUSTMENTS ------------ $000 $000 $000 $000 $000 $000 Revenues: Oil and Natural Gas Sales and other operating revenues 3,686 - 3,686 13,531 - 17,217 ------- ------- ------- ----------- ----------- ----------- Costs and expenses: Exceptional amounts relating to oil and gas interest - - - - - - Exceptional costs arising from irregularities (589) (a) (272) (861) - - (861) Direct operating expenses (2,262) - (2,262) (6,608) - (8,870) Dry hole costs and abandonments - - - (3,586) - (3,586) Selling, general and administrative expenses (2,629) - (2,629) (3,027) - (5,656) Depreciation, depletion, amortization (1,668) (b) 437 (1,231) (4,706) (c) (1,113) (7,050) ----------- ------- ------- ----------- ----------- ----------- OPERATING INCOME/(LOSS) (3,462) 165 (3,297) (4,396) (1,113) (8,806) Other income and deductions Interest and other income (net) 229 - 229 (2,205) - (1,976) Profit on sale of fixed assets - - - 2,366 - 2,366 Equity losses and asset write-offs of joint (201) - (201) (4,185) - (4,386) ventures and affiliates Foreign exchange losses (159) - (159) - - (159) ----------- ------- ------- ----------- ----------- ----------- NET (LOSS) FROM CONTINUING OPERATIONS (3,593) 165 (3,428) (8,420) (1,113) (12,961) =========== ======= ======= =========== =========== =========== LOSS PER SHARE FROM CONTINUING OPERATIONS (PENCE) (0.8)p (0.7)p - (29.4)p WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 317,175,674 317,175,674 29,377,912 ============ =========== ===========
52 NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The unaudited pro forma financial statements include the following adjustments. Condensed Pro Forma combined Balance sheet Alliance US GAAP adjustments: (a) To eliminate from 'other receivables' an amount recognized as a receivable, under UK GAAP, relating to the right to receive the proceeds of the sale of Alliance shares resulting from the settlement with Mr. O'Brien. Under US GAAP, such proceeds are recognized only on receipt. (b) To adjust the oil and gas properties as at April 30, 1996 to reflect the ceiling test write down made in the year ended April 30, 1995 under US GAAP. Under US GAAP ceiling tests are computed at current prices discounted to present value at 10%; under UK GAAP, a ceiling test is based on the company's best estimate of the future cash flows from the underlying properties. Pro forma adjustments: (c) To record the Alliance oil and gas properties at their fair values under US GAAP using LaTex accounting policies. LaTex uses the successful effort method of accounting for oil and gas properties; Alliance uses the full cost method. (d) To record an accrual for the expenses of the Merger and the share issue. (e) To eliminate the existing capital and reserves of Alliance from the condensed pro forma combined balance sheet. (f) To record the par value of Alliance's ordinary shares, comprising existing shares after the 40:1 reverse stock split and the New Alliance shares to be issued as a consequence of the Merger. (g) To record additional paid in capital of the combined group after taking into account all other pro forma adjustments including the recording of Alliance assets at fair value (under US GAAP and LaTex accounting policies) and the proposed share issue resulting from the merger proposal. (h) To record the revised maturity of LaTex's bank borrowing following the re-negotiation completed on [ ]. Condensed Pro Forma Combined Statement of Income Alliance US GAAP adjustments: (a) To eliminate income recognized under UK GAAP, relating to the right to receive proceeds from the sale of Alliance shares resulting from the settlement with Mr. O'Brien. Under US GAAP, such proceeds are recognized only on receipt. (b) To adjust the depreciation, depletion and amortization charge to reflect the ceiling test write down adjustment made in the condensed pro forma combined balance sheet described above. Pro forma adjustments: (c) To adjust the depreciation, depletion and amortization charge to reflect the adjustments made to Alliance's oil and gas properties restated at their fair value under US GAAP using LaTex accounting policies. 53 54 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALLIANCE GENERAL The information in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" refers to the Consolidated Financial Statements of Alliance included in this Prospectus which are prepared in accordance with UK GAAP. UK GAAP differs in certain significant respects from US GAAP. A discussion of the principal differences is set out in Note 29 to Alliance's Consolidated Financial Statements. The Consolidated Financial Statements contain a reconciliation of loss after tax (net Loss) and shareholders' equity to US GAAP. Alliance's operating results are affected by a variety of factors, the most significant of which is crude oil and natural gas prices. Lower product prices have a negative effect on the operating income and cash flow of Alliance. For a summary of other factors which may affect Alliance's operating results and financial condition, see "Risk Factors." 1996 COMPARED WITH 1995 Operating Results Production. In the year ended April 30, 1996, Alliance's production ---------- amounted to 225,000 barrels of oil equivalent ("boe"). The increase of 158% in Alliance production over 87,000 boe in the year April 30, 1995 was principally due to the inclusion of a full year's contribution from Source Petroleum Inc. (which was acquired by Alliance on January 25, 1995) and a full year's contribution from the producing assets acquired by Alliance from North American Gas Investment Trust PLC (NAGIT) on April 10, 1995. Production was also enhanced by the successful drilling during the year ended April 30, 1996 of a well on the South Elton field. All Alliance production came from the U.S. Natural gas represented approximately 45% of total production in both 1996 and 1995. Sales. Louisiana, South Sweet crude oil prices fluctuated between $15.50 ----- per barrel and over $21.00 per barrel during the year ended April 30, 1996. Alliance's average crude oil price realized in 1996 was $18.36 per barrel compared with $16.47 per barrel in 1995. Total sales increased by 148% from $1.483 million in 1995 to $3.686 million in 1996, reflecting the significant increase in production. In 1996 and 1995, all crude oil was sold under contracts with terms of up to one year. The average natural gas price increased from $1.10 per mcf in 1995 to $1.73 per mcf in 1996. Costs and expenses. 1996 operating costs were $2.318 million, compared to ------------------ $0.996 million in 1995, an increase of 133%. This increase reflects the higher production volumes resulting from a full year's contribution from Source Petroleum Inc. and the NAGIT assets. On a per barrel basis, lease operating costs decreased, largely due to reductions in fixed costs, mainly field labor. Depreciation, which is calculated on a unit of production (boe) basis, amounted to $1.612 million, reflecting the higher production volumes. In the previous year, depletion was included as part of the exceptional write down of oil and gas interests totaling $14.881 million. 55 Exceptional costs arising from irregularities in 1996 were $0.589 million, which relate primarily to professional fees incurred in connection with the investigations into the involvement of Mr. O'Brien in the affairs of Alliance, and are net of the estimated proceeds resulting from the settlement with Mr. O'Brien. The exceptional costs arising from irregularities in 1995 of $1.787 million reflect the financial loss resulting from a number of transactions involving Mr. O'Brien or parties now known to have been connected with him. The general and administrative expenses incurred in 1996 of $2.629 million (1995 - $1.637 million) include a number of non-recurring items which were incidental to the investigation into the activities of Mr. O'Brien. Loss before and after tax (Net loss). The loss before and after tax was ------------------------------------ $3.593 million in 1996 compared with a loss of $18.213 million in 1995. The 1995 loss included the exceptional write-down of $14.881 million of oil and gas assets to the carrying value of Alliance's estimated proved oil and gas reserves together with the exceptional charge of $1.787 million relating to the loss arising from transactions with certain companies related to Mr. O'Brien. Net interest income increased from net interest payable of $0.114 million in 1995 to net interest receivable of $0.070 million in 1996. The increase in interest receivable from $0.049 million in 1995 to $0.257 million in 1996 arose as the result of higher cash balances following the receipt of $11.7 million from the placing and open offer in May 1995. This also enabled Alliance to substantially reduce its debt and hence reduce bank interest payable from $0.163 million in 1995 to $0.028 million in 1996. Exceptional amounts written off investments in 1996 of $0.201 represent additional charges made to the profit and loss account in respect of costs incurred in relation to investments written off in the year to 30 April 1995 of $0.464 million. Loss per Existing Alliance Share in 1996 was (0.8)p [($0.01)] compared with the loss per Existing Alliance Share in 1995 of (8.1)p [$0.13]. 1995 COMPARED WITH 1994 Operating Results. Production. In the year ended April 30, 1995, Alliance's production ---------- amounted to 87,000 boe. The increase of 102% in Alliance production over 43,000 boe in the year ended April 30, 1994 was principally due to the inclusion of six months' contribution from Source Petroleum Inc. (which was acquired by Alliance on January 25, 1995 with an effective November 1, 1994) and four months' contribution from the producing assets acquired by Alliance from North American Gas Investment Trust PLC (NAGIT) on April 10, 1995 (effective January 1, 1995). All Alliance production came from the US. Natural gas represented approximately 45% of total production in 1995 against 35% in 1994. Sales. Total sales increased by 79% from $0.837 million in 1994 to $1.483 ----- million in 1995, reflecting the significant increase in production. South Louisiana Sweet crude fluctuated between $XXX per barrel and over $XXX per barrel during the year to April 1995. Alliance's average crude oil price realized in 1995 was $16.47 per barrel compared with $17.24 per barrel in 1994. In 1995 and 1994, all crude oil was sold under contracts with terms of up to one year. 56 The average natural gas price decreased from $1.87 per mcf in 1994 to $1.10 per thousand cubic feet in 1995. Costs and expenses. 1995 operating costs were $0.996 million compared with ------------------ $0.521 million in 1994, an increase of 79%. This increase principally reflects the higher production volumes resulting from a half year's contribution from Source Petroleum Inc. and four months from the NAGIT assets. On a per barrel basis however, lease operating costs actually decreased, largely due to reductions in fixed costs, mainly field labor. Depletion was included as part of the exceptional write down of oil and gas interests totaling $14.881 million. The depletion charge for 1994 was $0.125 million. The exceptional costs arising from irregularities in 1995 of $1.787 million reflect the financial loss resulting from a number of transactions involving Mr. O'Brien or parties now known to have been connected with him. No such exceptional costs were reported in 1994. The general and administrative expenses incurred in 1995 of $1.637 million (1994 - $1.312 million) reflect the increased overheads attributable to the enlarged group following the acquisition of Source Petroleum Inc. Profit before and after tax (Net loss). The loss before and after tax was -------------------------------------- $18.213 million in 1995 compared with a loss of $1.177 million in 1994. The 1995 loss included the exceptional write-down of $14.881 million of oil and gas assets to the carrying value of Alliance's estimated proved oil and gas reserves together with the exceptional charge of $1.787 million relating to loss arising from transactions with certain companies related to Mr. O'Brien. Net interest payable increased from $0.056 million in 1994 to $0.114 million in 1995, largely reflecting the increase in debt at April 1995. Exceptional amounts written off investments in 1995 of $0.464 represent charges made to the profit and loss account in respect of costs incurred in relation to investments written off in the year to 30 April 1995. No such charges were incurred in 1994. Loss per Existing Alliance Share in 1995 was (8.1)p [($0.13)] compared with the loss per Existing Alliance Share in 1994 of (0.01)p [($0.02)]. LIQUIDITY AND CAPITAL RESOURCES In 1996 cash outflow from operating activities was $5.399 million compared with an inflow in 1995 of $1.987 million. In 1996 a portion of the proceeds from the placing and open offer was used to reduce operating creditors by almost $3.5 million. By comparison, in the year ended April 1995, operating creditors had increased by $4.7 million. Cash outflow in 1996 also increased due to high professional fees incurred in connection with the investigation into the affairs of Mr. O'Brien and overall, general and administrative expenses increased due to a number of non- recurring items which were incidental to the O'Brien investigation. The net outflow on investing activities was $2.512 million in 1996 compared with $4.045 million in 1995. Capital expenditures in 1996 were $1.672 million compared with $10.320 million in 1995 (1994 - $4.006 million). Of the $10.320 million, $2.264 million related to the acquisition of Source Petroleum Inc. and $3.080 57 million related to the purchase of a portfolio of producing properties located in the US from NAGIT. In addition, the Valentine well was drilled and costs associated with the Valentine well were capitalized amounting to $2.966 million. Following the completion of the investigation into the affairs of Mr. O'Brien, $1.685 million of the $2.966 million was identified as a loss arising from transactions with certain companies related to Mr. O'Brien and accordingly reclassified. The capital expenditure in 1996 included the drilling of three wells, one of which, in part of the South Elton field, was successful and contributed significantly to the uplift in reserves. At April 1995, Alliance had capital commitments amounting to $5.300 million (1994 - $6.037 million). At April 1996, Alliance had no capital commitments. At April 1995, Alliance had total borrowings of $3.962 million (1994 - $1.692 million) and after deduction of cash, net borrowings of $3.898 million (1994 -$1.404 million). In May 1995, Alliance raised $11.700 million (net) by way of a placing and open offer and at April 1996 Alliance had reduced its debt to $0.134 million giving a net cash position of $1.043 million. Subsequent to April 1996, Alliance has raised in excess of $2.250 million from the disposal of various non-operated properties. Impact of Inflation and Changing Prices. The business of Alliance is not seasonal but is sensitive to crude oil and natural gas pricing, margins between crude oil and refined products, and chemical margins. Inflation impacts Alliance by increasing costs of labor and suppliers, and increasing costs of acquiring and replacing property, plant and equipment. The replacement cost of property, plant and equipment is generally greater than the historical cost as a result of inflation. 58 MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS OF ALLIANCE The following table sets forth the name, age, position with Alliance and principal occupations of each of the present and proposed directors and executive officers of Alliance.
NAME AGE POSITION WITH ALLIANCE AND PRINCIPAL OCCUPATION ----------------------------- --- ------------------------------------------------- D. Patrick Maley 52 Chairman William J. A. Kennedy 57 Director (Chairman of the Audit Committee) M. Philip Douglas 57 Director (Chairman of the Remuneration Committee) Christopher R. L. Samuelson 50 Director Stanley J. Robinson 48 Director Jeffrey T. Wilson 43 Proposed Director John R. Martinson 61 Proposed Director John A. ("Jak") Keenan 42 Managing Director, Chief Executive Officer Paul R. Fenemore 41 Director, Operations and Business Development H. Brian K. Williams 42 Director, Chief Financial Officer
D. Patrick Maley is the non-executive Chairman of Alliance and has over 25 years experience in the oil and gas industry. He has held a variety of positions with Mobil and Transworld Oil in London, New York and the Middle East. For the past four years he has been a principal of a consulting firm specializing in petroleum industry asset evaluation and business development. William J. A. Kennedy is Chairman of the Audit Committee. After 25 years in the investment industry, he served as a vice president of a major conglomerate, Crownx Inc. For the past five years he has operated a management consulting service and sits on the boards of three public Canadian companies. M. Philip Douglas is Chairman of the Remuneration Committee and is a former director of and head of international investment at Morgan Grenfell, where he spent 16 years. He is also a director of GT Management. Christopher R. L. Samuelson joined the Board as a non-executive director in April 1996. He has an extensive background in investment management and banking and currently holds the position of Group Chief Executive of Valmet, a large international trust company with whom he has been associated for the last twelve years. He also holds a wide number of directorships around the world. Stanley J. Robinson was appointed to the Board as a non-executive director in April 1996. He is a Vice President for Mannai Corporation and is responsible for its activities outside of the Middle East. In recent years, his work has largely concentrated on the development of businesses in the CIS and Eastern Europe. He currently sits on a number of boards, both public and private, in executive and non-executive roles. 59 Jeffrey T. Wilson has been a Director, Chairman of the Board and Chief Executive Officer of LaTex since December 1991. Mr. Wilson was a Director and Executive Vice President of Vintage Petroleum, Inc. ("Vintage") from May 1990 to July 1991. He was Vice President-Production of Vintage from January 1984 to May 1990 and Manager-Acquisitions of Vintage from May 1983 to January 1984. John R. Martinson has been a Director of LaTex since May 4, 1995, and has served as a consultant to LaTex since August 1994. Since January 1995, Mr. Martinson has been a principal in the merchant banking firm Martinson, O'Dell & Ogden, L.L.C., specializing in corporate and project finance. Mr. Martinson is also managing director of Wood Roberts, Inc. where he has engaged in financial consulting since January 1989. John A. ("Jak") Keenan is an experienced executive in the U.S. and international oil industry. From 1986 until 1992, Mr. Keenan was First Vice President of Corporate Development for Great Western Resources Inc., an independent oil and gas exploration and production company listed on the London Stock Exchange. In that role he oversaw corporate acquisitions and divestitures and also was the senior legal officer for the company. In 1990, Mr. Keenan assumed the additional role of Chief Operating Officer for Great Western and in that role was responsible for day to day administration of the company's affairs. In 1992, Mr. Keenan was elected a director of Great Western and appointed President of its Oil & Gas Division. In that capacity he oversaw the day to day operations of the division which included both domestic operations as well as international operations in Peru. He resigned his position at Great Western in August, 1995 and accepted a position with the law firm of Jenkens & Gilchrist in Houston, Texas where he specialized in oil and gas transactions. He left Jenkens & Gilchrist in February, 1996 to assume a role overseeing Alliance's U.S. operations. He was elected a director of Alliance in April, 1996 and appointed Managing Director in May, 1996. Paul R. Fenemore was appointed to the Board of Alliance in May 1996 as Operations and Business Development Director. He has previously served in a variety of technical and management positions in Amoco, Gulf Oil, Hamilton Brothers, Cairn Energy and Amerada Hess. H. Brian K. Williams joined the Board as Finance Director in June 1996. He is a chartered accountant and formerly the Finance Director of Pict Petroleum PLC and previously with Hamilton Brothers and British National Oil Corporation. Directors are elected by the shareholders of Alliance and hold office until their earlier death, resignation, retirement, disqualification or removal. The directors may at any time appoint additional directors who will hold office until the next annual general meeting of Alliance, when they will be eligible for re-election. One third of the directors retire from office at each annual general meeting of Alliance but are eligible for re-election. The Board may appoint any director to the office of Chief Executive or Managing Director or other executive office upon such terms and for such period as they think fit. No family relationships exist among the directors or executive officers of Alliance or its subsidiaries. Except as indicated below, none of the directors of Alliance is a director of any other company that has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, or which is subject to the requirements of Section 15(b) of that Act or any company registered as an investment company under the Investment Company Act of 1940. 60 Committees. The Board has established the following standing committees: The Remuneration Committee is composed of Mr. M. P. Douglas (chair), Mr. C.R.L. Samuelson and Mr. S.J. Robinson. Its responsibilities include advising the Board on remuneration of the executive directors. During 1996 the committee met once. The Audit Committee is composed of Mr. W. J. A. Kennedy (chair), Mr. M.P. Douglas and Mr. S.J. Robinson. Its responsibilities include recommending to the shareholders the firm to be employed as Alliance's independent auditors and consulting with, and reviewing the reports of, Alliance's independent auditors and financial staff. During fiscal 1996 the committee met once. EXECUTIVE COMPENSATION The total compensation paid for each of the three fiscal years ended April 30, 1996, to the persons who served as Managing Director and chief executive, and to each other executive officer who earned at least $100,000 in salary and bonus in fiscal 1996 (collectively, the "Named Executive Officers"), is set forth below in the following Summary Compensation Table: SUMMARY COMPENSATION TABLE
Long Term Compensation Annual Compensation Awards Securities All Other Underlying Compen- Fiscal Options/ sation Name and Principal Position Year Salary ($) Bonus ($) SARs (#) ($) - --------------------------- ------ ---------- --------- ---------- --------- D. Patrick Maley, Acting 1996 57,311 125 -- -- Managing Director (1) John X F O'Brien, Former 1996 25,009 -- 2,500,000 -- Managing Director (2) 1995 104,611 -- -- -- 1994 82,138 -- -- -- Robert N. Sheard, Former 1996 77,628 30,107 -- 45,010 Managing Director (3) Nicholas C. Gray, Former 1996 115,672 -- 1,500,000 45,010 Finance Director (4) 1995 64,312 -- -- -- 1994 51,477 -- -- --
_______________ (1) Mr. Maley acted as Executive Chairman from November 29, 1995 to May 22, 1996. (2) Mr. O'Brien was removed from all offices with Alliance on September 6, 1995. (3) Mr. Sheard served as Managing Director from September 6, 1995 to April 3, 1995. (4) Mr. Gray resigned his position with Alliance on March 6, 1996. 61 The following table discloses, for each of the Named Executive Officers, options granted during the fiscal year ended April 30, 1996 and the potential realizable values for such options: OPTIONS/SAR GRANTS IN LAST FISCAL YEAR(1)
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE APPRECIATION INDIVIDUAL GRANTS FOR OPTION TERM (1) -------------------------------------------------------- -------------------------------- % OF TOTAL SECURITIES OPTIONS/SHARES UNDERLYING GRANTED TO EXERCISE OPTIONS EMPLOYEES IN OR BASE EXPIRATION NAME GRANTED (#) FISCAL YEAR(2) PRICE($) DATE 5% 10% - ---- ------------- --------------- ----------- ----------- -------- -------- JOHN F X O'BRIEN 2,500,000 47% .10 3/6/98 $156,190 $404,110 NICHOLAS C. GRAY 1,500,000 28% .10 9/6/98 93,714 242,466
_______________ (1) All options reflected in this table expired on the removal or resignation of the option holder during fiscal 1996. Director Compensation. The compensation of the non-executive directors is reviewed by the board of directors from time to time to ensure that this compensation is in line with current market practice. Under Alliance's Articles of Association, shareholders determine the maximum aggregate amount payable by way of fees to directors and this maximum amount is currently fixed at (Pounds)100,000 per year. During 1996, the following directors were paid the indicated fees for their services as directors: Mr. Douglas $30,012, Mr. Kennedy $10,504, Mr. Roberts $2,626, and Mr. Jones $2,626. In addition, Mr. Kennedy was awarded $52,704 for his executive services as chairman of the management committee from September 4, 1995. Management Employment Agreements. Each of Messrs. Keenan, Williams and Fenemore have entered into Executive Service Agreements with Alliance providing for his employment in his current capacity for an initial fixed term of two years beginning October 15, 1996, December 16, 1996, and September 20, 1996, respectively, and automatic extensions of the initial term for additional one year periods unless written notice of either party's intention not to extend has been given to the other party at least three months prior to the expiration of the then effective one year period of employment, provided that the executive may at any time terminate his employment by giving a minimum of three months notice. If the executive's employment terminates for any reason other than the executive's breach of the agreement, disability or malfeasance, Alliance must pay the executive an amount equal to the executive's salary for the then remaining term of the executive's employment. Upon the involuntary termination of the executive's employment without cause or voluntary termination by the executive after a change in his office location, his responsibilities or reduction in compensation following a change in control of Alliance, the executive is entitled to the payment in one lump sum of cash in an amount equal to two times the average annual salary, bonus and benefits paid to the executive for the previous two years. The annual salary under the agreements is $160,000 for Mr. Keenan, (Pounds)85,000 for Mr. Williams, and (Pounds)96,000 for Mr. Fenemore, plus any bonuses or other compensation determined by Alliance's Board of Directors in its discretion. The agreements also provide for the grant of stock options at an exercise price of 2p per share for 6,000,000 Existing Alliance Shares for Mr. Keenan, 2,500,000 Existing Alliance Shares for Mr. Williams, and 1,000,000 Existing Alliance Shares for Mr. Fenemore. 62 DESCRIPTION OF ALLIANCE SHARES The authorized capital stock of Alliance consists of 465,000,000 ordinary shares of (Pounds)0.01 each. The following sections include certain information concerning such shares, based on English law and a summary of certain provisions of the Memorandum and Articles of Association of Alliance. This information and summary do not purport to be complete and are qualified in their entirety by reference to the full Memorandum and Articles of Association, copies of which have been filed as exhibits to the Registration Statement of which this Proxy Statement forms a part. LaTex shareholders should also review the "Summary Comparison of LaTex Common Stock and New Alliance Shares" on p. ____. All of the 324,152,633 issued and outstanding Existing Alliance Shares are fully paid or credited as fully paid and not subject to calls for additional payments of any kind. The Existing Alliance Shares are, and the New Alliance Shares will be, issued in registered form. DIVIDENDS Holders of Alliance Shares are entitled to receive such dividends as may be declared by the board of directors. To date there have been no dividends paid to holders of Alliance Shares. LIQUIDATION RIGHTS On a liquidation, the court-appointed liquidator may (with the sanction of an extraordinary resolution) divide amongst the holders of the Alliance shares the whole or any part of the assets of Alliance and may, for such purpose, set such values as he deems fair upon any property to be divided and may determine how such division shall be carried out as between the shareholders. VOTING RIGHTS Voting at any general meeting of shareholders is by a show of hands unless a poll is duly demanded. A poll may be demanded by (i) the chairman of the meeting, (ii) at least five shareholders entitled to vote at the meeting, (iii) any shareholder or shareholders representing in the aggregate not less than one- tenth of the total voting rights of all shareholders entitled to vote at the meeting or (iv) any shareholder or shareholders holding shares conferring a right to vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. On a show of hands, every shareholder who (being an individual) is present in person (or being a corporation) is present by a duly authorized representative at a shareholders meeting of Alliance and entitled to vote will have one vote, and on a poll, every shareholder who is present in person or by proxy shall have one vote per share. The necessary quorum for a shareholders' meeting shall be a minimum of two persons (each of whom is a shareholder or proxy). Unless otherwise required by law or the Alliance's Articles of Association, voting in a general meeting is by ordinary resolution (e.g., resolutions for the election of directors, the approval of financial statements, the declaration of final dividends, the appointment of auditors, the increase of authorized share capital or the grant of authority to allot shares). An ordinary resolution requires the affirmative vote of a majority of the votes of those persons present at a meeting at which there is a quorum. A special resolution (e.g., modifying the rights of any class of shares at a meeting concerning an alteration of Alliance's Memorandum or Articles of Association or a winding-up of Alliance) or an extraordinary resolution requires the affirmative vote of not less than three-fourths of the eligible votes. Meetings are generally convened upon advance notice of 21 or 63 14 days (not including the days of delivery or receipt of the notice) depending on the nature of the business to be transacted. PRE-EMPTIVE RIGHTS The Companies Act of 1985, as amended (the "Companies Act") confers upon shareholders, to the extent not disapplied, rights of pre-emption in respect of the allotment of equity securities that are or are to be paid up wholly in cash. These provisions may be disapplied by a special resolution of the shareholders, either generally or specifically, for a period not exceeding five years. Additionally, the Articles of Association of Alliance provide the shareholders with such a pre-emptive right unless Alliance shall by special resolution otherwise direct. VARIATION OF RIGHTS If at any time the share capital of Alliance is divided into different classes of shares, the rights attached to any class may be varied or abrogated, subject to the provisions of the Companies Act, with the written consent of the holders of not less than three-quarters of the issued shares of the class, or with the sanction of any extraordinary resolution passed at a separate meeting of the holders of the shares of that class. At every such separate meeting, the quorum shall be members of the class present in person or by proxy holding not less than one-third of the issued shares of the class, or at an adjourned meeting of such holders as described above a quorum will be established if any one person entitled to vote at the meeting (or his proxy) is present. Each holder of shares of the class shall have one vote in respect of every share of the class held by such person. DISCLOSURE OF INTERESTS Under the Companies Act, any person who acquires (alone or, in certain circumstances, with others) an interest in the relevant share capital of Alliance in excess of the "notifiable percentage" (currently three percent) comes under an obligation to disclose prescribed information to Alliance in respect of those shares. After the "notifiable" level is exceeded, similar notifications must be made, in respect of the whole percentage figure increases or decreases, rounding down to the next whole number. In addition, the Companies Act gives Alliance power to require persons who it knows are, or has reasonable cause to believe to be, or to have been within the previous three years, interested in its relevant share capital to disclose prescribed particulars of those interests. Failure to supply the information required may lead to disenfranchisement of the relevant shares and a prohibition on their transfer and on dividend or other payments in respect of them. In this context, the term "interest" is broadly defined and will generally include an interest of any kind in shares. MISCELLANEOUS There are currently no U.K. foreign exchange controls on the payment of dividends on the Existing Alliance Shares or the conduct of Alliance's operations. There are no restrictions under Alliance's Memorandum and Articles of Association or under English law that limit the right of non-resident or foreign owners to hold or vote Existing or New Alliance Shares. 64 CERTAIN TAX CONSIDERATIONS The following discussion is a summary of the material U.S. federal income tax consequences of the Merger and the material U.S. federal income tax and U.K. tax consequences of ownership and disposition of the New Alliance Shares. However, it is not intended to be a complete discussion of all potential tax effects that might be relevant to the Merger or the ownership or disposition of the New Alliance Shares. This summary deals only with citizens or residents of the United States or domestic corporations (each a "U.S. Holder"). It may not be applicable to certain classes of taxpayers, including, U.S. Holders who are a resident (or, in the case of an individual, resident or ordinarily resident) for U.K. tax purposes in the U.K. or who carry on business in the U.K. through a branch or agency, insurance companies, tax-exempt organizations, financial institutions, securities dealers, broker-dealers, foreign persons, and persons who acquired LaTex Shares pursuant to an exercise of employee stock options or rights or otherwise as compensation. These classes of taxpayers should consult their own tax advisors regarding the tax consequences of the Merger and the ownership and disposition of the New Alliance Shares. Moreover, the state, local and foreign (other than certain U.K.) tax consequences of the Merger and the ownership and disposition of New Alliance Shares are not discussed below. This summary is based on laws, regulations, rulings, practice and judicial decisions in effect at the date of this Proxy Statement. Legislative, regulatory or interpretive changes, future court decisions or specific tax treaty provisions may significantly modify the statements made in this description. Any such changes or interpretations may or may not be retroactive and could affect the tax consequences described herein. EACH SHAREHOLDER IS URGED TO CONSULT WITH THE SHAREHOLDER'S OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO THE HOLDER OF THE TRANSACTIONS DISCUSSED IN THIS SECTION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF CHANGE IN APPLICABLE TAX LAWS. U.S. TAX CONSEQUENCES OF THE MERGER Recognition of Gain. While the Merger qualifies as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code"), because Alliance is a foreign corporation and the New Alliance Shares to be issued to the U.S. Holders of LaTex Shares are anticipated to represent more than 50% of the outstanding stock of Alliance after the Merger, U.S. Holders must recognize any gain realized on the surrender of LaTex Shares or a LaTex Warrant pursuant to the Merger (such a share or warrant is referred to as a "Gain LaTex Share"). The amount of gain recognized with respect to a Gain LaTex Share will be equal to the excess, if any, of (i) the fair market value immediately after the Merger of the New Alliance Shares received (including any fractional New Alliance Share treated as received) for the Gain LaTex Share, over (ii) the U.S. Holder's tax basis in the Gain LaTex Share. Any gain recognized should be long-term capital gain, provided the Gain LaTex Share was a capital asset in the hands of the U.S. Holder and had been held for more than the then applicable long-term holding period (currently one year). A U.S. Holder will have a tax basis in each New Alliance Share received (including any fractional New Alliance Share treated as received) for the Gain LaTex Share equal to the fair market value of the New Alliance Share immediately after the Merger. The holding period of each New Alliance Share received in exchange for a Gain LaTex Share will begin as of the Effective Time of the Merger. To the extent a U.S. Holder holds LaTex Shares subject to a substantial risk of forfeiture, the U.S. Holder will recognize ordinary income at the time the substantial risk of forfeiture lapses, equal to (i) the then fair market value of the LaTex Shares or the New Alliance Shares received in exchange therefor, as the case may be, over (ii) the U.S. Holder's tax basis in the LaTex Shares or such New Alliance Shares, as the case may be. 65 Nonrecognition of Loss. Except as provided below with respect to cash in lieu of fractional New Alliance Shares, U.S. Holders will be not entitled to recognize any loss realized on the surrender of LaTex Shares or LaTex Warrant pursuant to the Merger (such a share or warrant referred to as a "Loss LaTex Share"). U.S. Holders surrendering both Gain LaTex Shares and Loss LaTex Shares will not be entitled to offset the gains recognized on the Gain LaTex Shares with the losses realized on the Loss LaTex Shares. A U.S. Holder will have an aggregate tax basis in the New Alliance Shares received (including any fractional New Alliance Shares treated as received) for the U.S. Holder's Loss LaTex Shares equal to such U.S. Holder's aggregate tax basis in the Loss LaTex Shares. The holding period of the New Alliance Shares will include the holding period of the Loss LaTex Shares. U.S. Holders should consult their own tax advisors as to the determination of their tax basis and holding period in any New Alliance Share. Cash Received in Lieu of Fractional Shares. No fractional New Alliance Shares will be issued pursuant to the Merger. A U.S. Holder who, pursuant to the Merger, receives cash in lieu of fractional New Alliance Shares will be treated as having received a fractional New Alliance Shares pursuant to the Merger and as then having received cash in a redemption of the fractional New Alliance Shares. Under Section 302 of the Code, provided that the deemed redemption is "substantially disproportionate" or is "not essentially equivalent to a dividend" with respect to the U.S. Holder, after giving effect to the applicable constructive ownership rules, the U.S. Holder will recognize capital gain or loss on the deemed redemption equal to the difference between the amount of cash received and the U.S. Holder's tax basis in the fractional New Alliance Shares (determined as described above) rather than ordinary dividend income. Because U.S. Holders must recognize any gain realized on the surrender of Gain LaTex Shares, no additional gain should be realized or recognized on the deemed redemption of the fractional New Alliance Shares treated as received for the Gain LaTex Shares. With respect to the deemed redemption of fractional New Alliance Shares treated as received for Loss LaTex Shares, U.S. Holders should be entitled to recognize the capital loss realized on the deemed redemption. The capital loss would be a long-term capital loss if the holding period (determined as described above) for the fractional New Alliance Shares deemed received and then redeemed is more that one year. The deductibility of capital losses is subject to certain limitations. Information Reporting. Since Alliance is a foreign corporation, U.S. Holders of LaTex Shares and LaTex Warrants may be required to complete, execute and file IRS Form 926 with such Holder's U.S. federal income tax return for the year in which the Effective Time of the Merger occurs. Failure to comply with these reporting requirements may subject a U.S. Holder to a penalty equal to 25% of the gain realized by the U.S. Holder as a result of the Merger, and the statute of limitations for assessing tax on arising from the Merger will not begin to run until the reporting requirement is complied with. U.S. Holders should consult their tax advisors regarding the U.S. information reporting requirements as a result of the Merger. UK AND US TAX CONSEQUENCES OF OWNERSHIP AND DISPOSITION OF NEW ALLIANCE SHARES TAXATION OF DIVIDENDS U.K. Taxation. Alliance does not expect to pay dividends for the foreseeable future. Should Alliance begin paying dividends, it will be required when paying a cash dividend in respect of its New Alliance Shares to pay to the U.K. Inland Revenue a payment known as Advance Corporation Tax ("ACT"). The current rate of ACT is 25% of the net dividend paid to a holder of New Alliance Shares. An amount equivalent to the amount of the ACT paid in this way is, under current English law, normally allowed as a credit against the U.K. tax liability of holders of New Alliance Shares who are resident in the United Kingdom. A U.S. Holder will generally be entitled under the current Convention between the U.S. and the U.K. for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gain (the "Income Tax Convention") and current U.K. law as applied by the U.K. Inland Revenue 66 to receive from the U.K. Inland Revenue, in addition to any dividend paid by Alliance, an amount in the nature of a tax refund (an "ACT Refund") equal to the ACT in respect of the dividend, less a U.K. withholding tax of 15% of the sum of the dividend and the related ACT. Thus, assuming continuance of the ACT at a rate of 25%, a net dividend paid to a U.S. holder of (Pounds)8 (chosen for illustrative purposes only) will entitle the U.S. Holder described above to receive, in addition to the dividend and upon compliance with the refund procedures described below, an ACT Refund of (Pounds)0.5 calculated by reducing the ACT of (Pounds)2 by a withholding tax of (Pounds)1.5. Special rules may apply to certain U.S. Holders, including, without limitation, certain domestic corporations, partnerships, trusts, estates, residents of the U.K., and domestic corporations owning, actually or constructively, 10% or more of the voting stock of Alliance. A U.S. Holder who is entitled to the ACT Refund may, subject to agreement with the U.K. Inland Revenue, receive payment in respect of the ACT Refund at the same time as and together with a payment of the dividend. In order to do so, a U.S. Holder must have his New Alliance Shares registered in the name of a nominee approved by the U.K. Inland Revenue for the purpose, and the nominee must follow certain procedural requirements. A U.S. Holder must provide the name of his or her nominee in order to participate in this arrangement. In addition, the U.S. Holder must be either: 1. An individual who (a) is not resident in the U.K.; (b) has not during the previous four years been in the U.K. for as much as three months a year on average, or for a period or periods amounting in all to six months in the U.K. income tax year to which the claim on his behalf relates; (c) has not been absent from the U.S. for a complete U.S. tax year in any of the previous four years; (d) does not have a permanent establishment in the U.K.; (e) does not perform professional/personal services from a fixed base in the U.K.; and (f) does not own 10% or more of the class of shares in respect of which the dividend is paid; or 2. A corporation (a) which is managed and controlled in the U.S. and does not have a permanent establishment in the U.K.; (b) which does not own 10% or more of the class of shares in respect of which the dividend is paid; (c) which does not, alone or together with one or more associated corporations, control, directly or indirectly, 10% of the voting power of Alliance; (d) which is liable to U.S. tax on the dividend; and (e) at least 75% of the capital of which is owned directly or indirectly by persons who are U.S. residents. These arrangements will be extended to trusts, estates in the course of administration, pension funds, foundations and similar bodies only with the prior approval of the U.K. Inland Revenue. These arrangements can be restricted without notice by the U.K. Inland Revenue. U.S. Holders who wish to receive an ACT Refund but do not qualify to receive the ACT Refund directly under the U.K. Inland Revenue arrangements should consult their tax advisers on their eligibility to receive and the procedures to obtain an ACT Refund. The U.K. Finance Act 1994 contains certain provisions allowing companies to elect to pay a foreign income dividend ("FID") to which special rules apply and, in particular, which does not carry any tax credit. Alliance has no present intention of electing to pay any dividends under the FID scheme and the above applies only to dividends not paid under the scheme. U.S. Taxation. A U.S. Holder will realize dividend income for U.S. federal income tax purposes in an amount equal to the sum of any dividend paid by Alliance, amounts paid in respect of the related refund of ACT and the amount of any U.K. withholding tax thereon, to the extent paid out of the current or accumulated earnings and profits of Alliance, as determined under current U.S. federal income tax principles. The amount included in income to a U.S. Holder will be the U.S. dollar value of the payment (determined at 67 the spot rate on the date of such payment) regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period between the date of such payment and the date the dividend payment is converted into U.S. dollars will be treated as ordinary income or loss. Dividends paid to a U.S. Holder will generally not be eligible for the dividends received deduction allowed to corporations under the Code. Subject to certain limitations, the U.K. withholding tax will be treated as a foreign income tax that may be claimed as a deduction from taxable income or as a credit against the U.S. federal income tax liability of the U.S. Holder. The particular circumstances of each U.S. Holder will affect their ability to use the foreign tax credit. U.S. Holders should consult their own tax advisor about the availability and computation of the foreign tax credit. BACKUP WITHHOLDING AND INFORMATION REPORTING A U.S. Holder may, under certain circumstances, be subject to certain information reporting requirements with respect to dividends paid on the New Alliance Shares (but currently not backup withholding, although the issue of whether backup withholding should apply in those circumstances, where information reporting is required is under consideration by the IRS). TAXATION OF CAPITAL GAINS Upon the sale or exchange of a New Alliance Share, a U.S. Holder will recognize a gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized and the U.S. Holder's tax basis in the New Alliance Share. Such gain or loss will be a capital gain or loss if the New Alliance Share was a capital asset in the hands of the U.S. Holder and will be a long-term capital gain or loss if the New Alliance Share has been held for more than one year on the date of the sale or exchange. The deductibility of capital losses is subject to limitations. A U.S. Holder that is not resident (or, in the case of an individual, not resident or ordinarily resident) in the U.K. will not normally be liable for U.K. taxation on capital gains realized on the sale of such Holder's New Alliance Shares unless such U.S. Holder carries on a trade in the U.K. through a branch or agency and such New Alliance Shares are or have been used, held or acquired by or for the purposes of such trade, branch or agency or used in or for the purpose of such trade. A U.S. citizen who is resident or ordinarily resident in the U.K., a U.S. corporation which is resident in the U.K. because its business is managed or controlled there, or a U.S. citizen who, or a U.S. corporation that, carries on a trade or business through a permanent establishment in the U.K. and that acquires or holds a New Alliance Share in connection with that permanent establishment may be subject to both U.S. and U.K. tax on its capital gains upon disposition of the New Alliance Share. Subject to certain limitations, however, the U.S. tax laws would permit a tax credit against U.S. federal income tax liability in the amount of any U.K. tax (namely, capital in the case of an individual and corporation tax on chargeable gains in the case of a corporation) which has been paid in respect of such gain. ESTATE AND GIFT TAX Under the U.S.-U.K. double taxation convention relating to estate and gift taxes (the "Estate and Gift Tax Convention"), a New Alliance Share held by an individual who is domiciled in the U.S. and is not a national of the U.K. will not be subject to U.K. Inheritance Tax on the individual's death or on a transfer of the New Alliance Share in trust by a settler not domiciled in the U.S. and in the exceptional case where the New Alliance Share is part of the business property of a U.K. permanent establishment of an enterprise or 68 pertains to a U.K. fixed base of an individual used for the performance of independent personal services. The Estate and Gift Tax Convention generally provides a credit for the amount of any tax paid in the U.K. against the U.S. federal tax liability in a case where the New Alliance Share is subject both to U.K. Inheritance Tax and to U.S. federal estate and gift tax. STAMP DUTY AND STAMP DUTY RESERVE TAX No U.K. stamp duty or stamp duty reserve tax ("SDRT") will be payable on the issuance of the New Alliance Shares. Under current U.K. law, the transfer of New Alliance Shares will generally give rise to a liability to U.K. stamp duty, normally at the rate of 50p for every (Pounds)100 (or part thereof) of the actual consideration paid. Where there is no stamped document recording the sale of the shares, a charge to SDRT, also at the rate of 0.5%, arises. Provided that the transfer is executed and stamped within six years of the unconditional contract to sell, any obligation to pay SDRT is canceled and any SDRT paid is refundable. Special rules apply in relation to depository receipt arrangements and clearance services. Section 186 of the Finance Act 1996 provides that there is to be no liability for stamp duty on the transfer of shares into CREST, the paperless trading system which started in July 1996. SDRT is to be chargeable immediately on entering into an unconditional agreement to transfer shares at the rate of 0.5% of the actual consideration paid (which SDRT is to be canceled or repaid if the agreement is completed by a duly stamped transfer). Subsequent transfers of shares within CREST will not give rise to a liability to stamp duty as there will be no stampable document. CONTROLLED FOREIGN CORPORATION STATUS Under Subpart F of the Code, a controlled foreign corporation ("CFC") is a foreign corporation that on any day of its taxable year is owned directly, indirectly, or by attribution more than 50%, by vote or value, by "United States Shareholders." For this purpose, a United States Shareholder is a United States person who owns directly, indirectly or by attribution at least 10% of the total combined voting power of all shares entitled to vote of the foreign corporation. Alliance has represented that it is currently not a CFC and it is not anticipated to be a CFC immediately after the Merger. In the event Alliance becomes a CFC for an uninterrupted period of at least 30 days during a taxable year, a United States Shareholder of Alliance must include in income for his taxable year in which or with which the taxable year of Alliance ends his pro rata share of certain types of undistributed income of Alliance (primarily subpart F income and increase in earnings invested in U.S. property). A U.S. person who owns directly, indirectly, or by attribution less than 10% of the total combined voting power of all classes of stock of Alliance entitled to vote would not be taxed on the undistributed income of Alliance. Such a U.S. person would be taxed under the ordinary rules relating to the taxation of corporate distributions as discussed above. U.S. Holders should consult their tax advisors as to the applicable law in any year in which Alliance is a CFC. PASSIVE FOREIGN INVESTMENT COMPANY STATUS Because Alliance will receive interest income and royalties, Alliance may be classified as a Passive Foreign Investment Company ("PFIC") for U.S. federal income tax purposes. Under current rules, Alliance will be a PFIC if either 75% or more of its gross income in a tax year is passive income or the average 69 percentage of its assets (by value) which produce or are held for the production of passive income is at least 50%. For purpose of the PFIC tests, if a foreign corporation owns directly or indirectly at least 25% by value of the stock of another corporation, the foreign corporation is treated as owning its proportionate share of the assets of the other corporation, and as if it had received directly its proportionate share of the income of such other corporation. Because Alliance will own 100% of the stock of LaTex after the Merger, Alliance will be treated as owning all of LaTex's assets and receiving directly all of LaTex's income for purposes of the PFIC tests. If Alliance were to be treated as a PFIC, a U.S. Holder of New Alliance Shares would be subject to an interest charge on taxes deemed deferred by such U.S. Holder on receipt of certain "excess" dividend distributions by Alliance to the U.S. Holder and on recognition of gain on disposition of any New Alliance Shares of the U.S. Holder (which distributions and gains would generally be allocated ratably to all days in the U.S. Holder's holding period for such New Alliance Shares, with the portion so allocated to prior years treated as ordinary income subject to tax at the highest marginal rate applicable in such prior years). Alternatively, a U.S. Holder could avoid such interest charge and adverse tax consequences if Alliance were to agree to comply with certain reporting requirements, and the U.S. Holder were to elect (a "qualified election") to be currently taxable on such U.S. Holder's pro rata share of Alliance's earnings and profits (excluding net capital gain) and net capital gain for each year (at ordinary and long-term capital gain rates, respectively), even if no distributions were received. U.S. Holders who make a qualified election may make an additional election (the "deferral election") to defer payment of the tax liability on such current income inclusion until the receipt of distributions from Alliance of the amounts deemed included in the U.S. Holder's income pursuant to the qualified election. However, a U.S. Holder who makes a deferral election must pay interest on the deferred tax liability. Qualified elections are made on a shareholder-by-shareholder basis. A U.S. Holder may make a qualified election for any taxable year at any time on or before the due date for filing his U.S. federal income tax return for the taxable year for which the election is made. A U.S. Holder makes the qualified election by attaching the shareholder election statement, the PFIC annual information statement and IRS Form 8621 to such U.S. Holder's timely filed U.S. federal income tax return and sending a copy of the shareholder election statement to the Internal Revenue Service Center at P.O. Box 21086, Philadelphia, Pennsylvania 19114. Once made, the qualified election applies to all subsequent taxable years of the U.S. Holder with respect to Alliance unless revoked by the U.S. Holder with the consent of the Internal Revenue Service. Alliance will supply the PFIC annual information statement required to make a qualified election to any shareholder or former shareholder who requests it and to all shareholders of record at any time in any PFIC year. The deferral election is also made on a shareholder-by-shareholder basis. The deferral election is made on a year-to-year basis with respect to each year's tax liability and can be made only by those U.S. Holders who own New Alliance Shares at the end of Alliance's taxable year to which such tax liability is attributable. A U.S. Holder may make a deferral election for any taxable year by attaching IRS Form 8621 or a similar statement with the U.S. Holder's timely filed U.S. federal income for the taxable year for which the election is made and sending a copy of the IRS Form 8621 or similar statement to the Internal Revenue Service Center at P.O. Box 21086, Philadelphia, Pennsylvania 19114. U.S. Holders should consult with their own tax advisors to decide whether and how to make the qualified and deferral elections. A shareholder may recognize foreign currency gain or loss, if any, with respect to income included if the qualified election is made at the time it received an actual distribution from Alliance. 70 U.S. Holders should consult their tax advisors as to the applicable law in any year in which Alliance is a PFIC. THE SUMMARY OF U.S. AND U.K. TAX CONSEQUENCES SET FORTH ABOVE IS BASED ON THE INCOME TAX CONVENTION AND ESTATE TAX CONVENTION, U.S. LAW, U.K. LAW AND U.K. INLAND REVENUE PRACTICE, ALL AS THEY EXIST AS OF THE DATE OF THIS PROXY STATEMENT. THIS SUMMARY DOES NOT DISCUSS ALL ASPECTS THAT MAY BE RELEVANT TO HOLDERS OF NEW ALLIANCE SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES. IN PARTICULAR, IT DOES NOT ADDRESS THE CONSEQUENCES TO HOLDERS OF NEW ALLIANCE SHARES RESIDENT OR DOMICILED IN THE U.K. OR DOING BUSINESS IN THE U.K. HOLDERS OF NEW ALLIANCE SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER AND THE OWNERSHIP AND DISPOSITION OF NEW ALLIANCE SHARES. CERTAIN LONDON STOCK EXCHANGE ("LSE") LISTING REQUIREMENTS In addition to the provisions of its Articles of Association and the Companies Act, Alliance is subject to the listing rules of the LSE made under Section 142 of the Financial Services Act, and, in particular, to the continuing obligations under those rules. These require a listed company to provide to its shareholders any information necessary to enable them and the public to appraise the position of the company and to avoid the false market in its listed securities. The listed company must ensure equality of treatment for all shareholders who are in the same position and, where its securities are listed on more than one stock exchange, must ensure that equivalent information is made available to the market on each exchange on which the securities are listed. In addition, the listing rules impose obligations on listed companies to send the following information to shareholders: 1. audited annual financial statements on a consolidated basis; 2. details relating to certain acquisitions, disposals, takeovers, mergers and offers either made by or in respect of the company; and 3. an explanatory circular or explanation in the annual report and accounts whenever a general meeting of the shareholders is convened which includes any business other than routine business at an annual general meeting (routine business includes such items as declarations of final dividends, approval of the report and financial statements, re-election of directors and appointment of auditors). In addition to the above requirements, a company is required to notify the LSE of certain information, which the LSE will then publish. These include details of any notifications received by the company of interests of 3% or more in the company's share capital, any changes in the Board of Directors, any purchase or redemption by the company of its own shares, any changes in directors' interests in the shares or the debentures of the company and changes in the share capital of the company. Unaudited half yearly reports of results for the first six months of any financial year and an unaudited preliminary announcement of results for any year must also be published. Quarterly results are not required to be published. There are additional obligations on companies listed on the LSE in relation to transactions with related parties such as substantial shareholders, directors (including directors within the last twelve months) of any group, company, or associates of such persons. Where a transaction is proposed with a related party, a circular to shareholders and the prior approval of the company at a general meeting is generally required. The related party is not permitted to vote at such general meeting. EXPERTS The consolidated financial statements of Alliance for each of the years in the three-year period ended April 30, 1996 included in this Proxy Statement have been included in reliance upon the report of KPMG Audit Plc, Independent Chartered Accountants and Registered Auditors, appearing elsewhere in this Proxy Statement and upon the authority of that firm as experts in accounting and auditing. The consolidated financial statements of LaTex for each of the years in the three-year period ended July 31, 1996 included in this Prospectus have been included in reliance upon the report of Briscoe & Burke, certified public accountants, appearing elsewhere in this Proxy Statement, and upon the authority of that firm as experts in accounting and auditing. U.K. LISTING PARTICULARS A copy of a document comprising the U.K. listing particulars relating to Alliance in accordance with the listing rules made under Section 142 of the U.K. Financial Services Act of 1986 was delivered to the Registrar of Companies in England and Wales for registration in accordance with Section 149 of that Act and is available for inspection at the offices in Ashurst Morris Crisp, Broadwalk House, 5 Appold Street, London EC2A 2HA, and all the offices of Alliance in London. The contents of such listing particulars do not form part of, nor are they incorporated into, this Proxy Statement. LEGAL MATTERS Certain legal matters in connection with the New Alliance Shares offered hereby are being passed upon for Alliance by Ashurst Morris Crisp, English legal advisors to Alliance. Certain legal matters in connection with the offering of the New Alliance Shares will be passed upon for Alliance by Jenkens & Gilchrist, a Professional Corporation, U.S. counsel to Alliance. SHAREHOLDER PROPOSALS In the event that the Merger is not consummated, proposals to be included in LaTex's proxy statement relating to its next Annual Meeting of Shareholders must have been delivered in writing to LaTex no later than ________________________, 1997. ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS Alliance is a public limited company incorporated under the laws of England. Three of its ten directors after completion of the Merger (and certain experts named in this Proxy Statement) are not subject to the jurisdiction of the U.S. because they are neither citizens nor residents of the U.S. All or a substantial portion of the assets of these persons and some of the assets of Alliance and its subsidiaries are located in jurisdictions outside the U.S. As a result, it may not be possible for investors to effect service of process within the U.S. upon these persons or upon Alliance or any of its subsidiaries (other than its U.S. subsidiaries) or to realize upon judgments of U.S. courts predicated upon civil liability under the U.S. federal or state securities laws. Alliance has been advised by its English solicitors, Ashurst Morris Crisp, that there is doubt as to the enforceability in the U.K. against Alliance or any of its subsidiaries (other than its U.S. subsidiaries) or any of their respective directors, controlling persons or executive officers or any of the experts named in this Prospectus who are not residents 71 of the U.S., in actions for enforcement of judgments of U.S. courts of liabilities predicated upon, or in original actions predicated solely upon, U.S. federal or state securities laws. Nevertheless, Alliance has irrevocably agreed that, after the Merger is completed, it may be served with process with respect to actions based on the offer and sale of the New Alliance Shares made by this Proxy Statement by serving Alliance at its principal U.S. operations office: Attention: President, 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. Alliance has been advised by its English solicitors, Ashurst Morris Crisp, that the United States and England do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of a fixed debt or sum of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not automatically be enforceable in England. In order to enforce in England any U.S. judgment, proceedings must be initiated by way of common law action before a court of competent jurisdiction in England. An English court will, subject to the qualifications below, normally order summary judgment on the basis that there is no defense to the claim for payment and will not reinvestigate the merits of the original dispute. In such an action, an English court will treat the U.S. judgment as creating a valid debt upon which the judgment creditor could bring an action for payment, as long as (i) the U.S. court had jurisdiction over the original proceeding in accordance with English rules of private international law, (ii) the judgment is final and conclusive on the merits, (iii) the enforcement of the judgment does not contravene English public policy, (iv) the judgment must not be for a multiple of penal damages, (v) the judgment has not been obtained by fraud or in breach of the principles of natural justice, (vi) the judgment was not inconsistent with a judgment of a competent English court or a previous judgment of another competent court relating to the same matter, and (vii) proceedings are instituted to enforce the judgement within the applicable limitations period. Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce in England judgments in civil and commercial matters obtained in any federal or state court in the United States. There is doubt as to whether an English court would impose civil liability in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in England. ADDITIONAL INFORMATION Alliance has filed with the Commission a Registration Statement on Form F-4 (together with any amendments thereto, the "Registration Statement") under the Securities Act of 1933, as amended, of which this Prospectus is a part, with respect to the New Alliance Shares and New Warrants offered hereby. This Prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement for further information with respect to Alliance and the New Alliance Shares and New Warrants offered hereby. Statements contained herein concerning the provisions of documents are necessarily summaries of these documents and when any such document is an exhibit to the Registration Statement, each such statement is qualified in its entirety by reference to the copy of such document filed with the Commission. Copies of the Registration Statement, including the exhibits and schedules thereto, may be acquired upon payment of the prescribed fees or examined without charge at the public reference facilities of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20539, and at the regional offices of the Securities and Exchange Commission at 7 World Trade Center, New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained by mail at prescribed rates from the Public Reference Section of the Securities and Exchange Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a web site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. 72 REPORTS TO SHAREHOLDERS Upon completion of the Merger, Alliance will furnish its shareholders with annual reports containing audited financial statements and the report thereon by its auditors. In addition, Alliance will furnish its shareholders such additional unaudited financial statements and reports which are required by the various governmental regulatory agencies to whom it must report. The financial statements will be prepared under accounting principles generally accepted in the United Kingdom and include a reconciliation of profit and loss for the year and shareholders equity to amounts estimated to be in accordance with United States generally accepted accounting principles, or will be prepared in accordance with the United States generally accepted accounting principles. By Order of the Board of Directors Stacey D. Smethers Secretary __________, 1997 73 CONSOLIDATED FINANCIAL STATEMENTS INDEX
Page ---- ALLIANCE Report of Independent Auditors F-2 Statement of Management Responsibility F-3 Consolidated Statement of Income for the years ended April 30, 1996, 1995, 1994 F-4 Consolidated Balance Sheet as at April 30, 1996 and 1995 F-5 Consolidated Statement of Shareholders' Equity for the years ended April 30, 1996, 1995, 1994 F-6 Consolidated Statement of Total Recognized Gains and Losses for the years ended April 30, 1996, 1995, 1994 F-7 Consolidated statement of Cash Flows for the three years ended April 30, 1996, 1995, 1994 F-8 Notes to the Financial Statements F-9
F-1 Legend - ------ When the refinancing referred to in note 26 to the financial statements has been consummated, we will be in a position to render the following report. REPORT OF INDEPENDENT AUDITORS To the Board of Directors ALLIANCE RESOURCES PLC We have audited the consolidated financial statements of Alliance Resources Plc and subsidiaries as listed in the accompanying index. These consolidated financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards in the United Kingdom, which are substantially in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis evidence supporting the amounts and discloses in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Alliance Resources Plc and subsidiaries as of April 30, 1996 and 1995, and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, 1996 in conformity with generally accepted accounting principles in the United Kingdom. Generally accepted accounting principles in the United Kingdom vary in certain significant respects from generally accepted accounting principles in the United States. Application of generally accepted accounting principles in the United States would have affected the results of operations and shareholders' equity as at and for the years ended April 30, 1994, 1995 and 1996, to the extent summarized in Note 29 to the financial statements. [KPMG Audit Plc] Chartered Accountants London, England Registered Auditors January [ ], 1997 F-2 Statement of Directors' Responsibility for Consolidated Financial Statements Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and Group and of the profit or loss for that period. In preparing those financial statements, the Directors are required to: . select suitable accounting policies and then apply them consistently; . make judgements and estimates that are reasonable and prudent; . state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; . prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the UK Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. F-3 CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED APRIL 30 -------------------- 1996 1995 1994 NOTES $000 $000 $000 ----- ------- -------- --------- Revenues: Oil and Natural Gas Sales and other operating revenues (2) 3,686 1,483 837 --------- ---------- --------- Costs and expenses: (5) Exceptional amounts relating to oil and gas interest (3) - (14,881) - Exceptional costs arising from irregularities (4) (589) (1,787) - Direct operating expenses (2,262) (933) (903) Selling, general and administrative expenses (2,629) (1,637) (927) Depreciation, depletion, amortization (1,668) (63) (128) --------- ---------- --------- OPERATING (LOSS) (6) (3,462) (17,818) (1,121) Other income and deductions: Interest and other income (net) (8) 229 (114) (56) Profit on sales of fixed asset investment - 183 - Exceptional amounts written off investments (7) (201) (464) - Foreign exchange losses (159) - - --------- ---------- --------- NET (LOSS) (3,593) (18,213) (1,177) --------- ---------- --------- LOSS PER SHARE (PENCE) (10) (0.8)p (8.1)p (0.8)p ========= ========== =========
F-4 CONSOLIDATED BALANCE SHEET
APRIL 30 ------------------- ASSETS 1996 1995 NOTES $000 $000 ----- -------- -------- Current assets: Cash and cash equivalents 1,177 64 Receivables: (14) Trade 736 626 Other 557 484 Prepaid expenses 64 88 Other current assets - 26 -------- -------- Total current assets 2,534 1,288 -------- -------- Net property, plant and equipment (full cost method for oil and gas properties) (11) 7,311 8,047 -------- -------- Total Assets 9,845 9,335 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: (15) Bank loans and overdrafts 37 366 Development loans 5 2,356 Trade accounts payable 1,279 2,574 Accrued expenses - 1,262 Other 677 2,945 -------- -------- Total current liabilities 1,998 9,503 Long-term debt, excluding current installments (16) 92 1,240 Other liabilities (16) - 30 -------- -------- Total liabilities 2,090 10,773 -------- -------- Stockholders equity: Ordinary shares (Pounds)0.01 par value. Authorized 465,000,000 shares; issued (17) 5,105 2,524 324,152,633 in 1996 and 161,403,971 shares in 1995 Ordinary shares (Pounds)0.01 par value to be issued (18) - 2,030 Share premium 20,157 7,922 Merger reserve 401 401 Special reserve (19) - 4,300 Retained earnings (17,908) (18,615) -------- -------- Total Stockholders' equity 7,755 (1,438) -------- -------- 9,845 9,335 ======== ========
F-5 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Ordinary Additional Total Ordinary shares to be paid in Merger Special Retained Shareholders shares issued capital reserve reserve Earnings Equity $000 $000 $000 $000 $000 $000 $000 -------- ------------ ---------- -------- -------- --------- ------------ Balances at April 30, 1993 3,678 - 5,808 - - (3,422) 6,064 Issues of shares 1,707 - 6,308 - - 8,015 Goodwill arising on acquisition - - - - - (1,073) (1,073) Retained loss for the year - - - - - (1,177) (1,177) Foreign exchange translation - - - - - 460 460 -------- ------------ ---------- -------- -------- --------- ------------ Balances at April 30, 1994 5,385 - 12,116 - - (5,212) 12,289 Issues of shares 449 - 1,931 401 - - 2,781 Shares to be issued - 2,030 - - - - 2,030 Share issue costs - - (317) - - - (317) Capital reduction (3,310) - (5,808) - 4,300 4,818 - Retained loss for the year - - - - - (18,213) (18,213) Foreign exchange translation - - - - - (8) (8) -------- ------------ ---------- -------- -------- --------- --------- Balances at April 30, 1995 2,524 2,030 7,922 401 4,300 (18,615) (1,438) Issues of shares 2,581 (2,030) 12,678 - - - 13,229 Share issue costs - - (443) - - - (443) Special reserve transfer - - - - (4,300) 4,300 - Retained loss for the year - - - - - (3,593) (3,593) -------- ------------ ---------- -------- -------- --------- --------- Balances at April 30, 1996 5,105 - 20,157 401 - (17,908) 7,755 ======== ============ ========== ======== ======== ========= =========
F-6 CONSOLIDATED STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES
YEAR ENDED APRIL 30 ------------------------------- 1996 1995 1994 US$000 US$000 US$000 ------ ------- ------- Loss for the financial period (3,593) (18,213) (1,177) Foreign exchange translation - (8) 460 ------ ------- ------- Total recognised gains and losses for the period (3,593) (18,221) (717) ====== ======= =======
F-7 CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED APRIL 30 ----------------------------------- 1996 1995 1994 NOTES US$000 US$000 US$000 ----- ------ ------ ------ NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES (20) (5,399) 1,987 (1,597) ------ ------ ------ RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 236 49 69 Interest paid (28) (163) (125) ------ ------ ------ NET CASH INFLOW/(OUTFLOW) FROM RETURNS ON 208 (114) (56) INVESTMENTS AND SERVICING OF FINANCE ------ ------ ------ INVESTING ACTIVITIES Payments to acquire tangible fixed assets (3,270) (3,413) (3,476) Payments to acquire investments (59) (165) (402) Purchases of subsidiary (23) - (941) 416 Receipts from sale of investments 77 474 - Receipts from sales of tangible fixed assets 740 - - ------ ------ ------ NET CASH OUTFLOW FROM INVESTING ACTIVITIES (2,512) (4,045) (3,462) ------ ------ ------ NET CASH OUTFLOW BEFORE FINANCING (7,703) (2,172) (5,115) ------ ------ ------ FINANCING (21) Proceeds from issue of shares 12,087 - 5,519 Share issue costs (443) (317) - (Decrease)/increase in bank borrowings (904) (269) 260 Repayment of notes payable - - (483) (Repayment)/proceeds from development loans (1,351) 2,351 - (Repayment)/acquisitions of other loans (528) 620 - ------ ------ ------ NET CASH INFLOW FROM FINANCING 8,861 2,385 5,296 ------ ------ ------ INCREASE IN CASH AND CASH EQUIVALENTS (22) 1,158 213 181 ====== ====== ======
F-8 NOTES TO THE FINANCIAL STATEMENTS NOTE 1 - ACCOUNTING POLICIES Basis of preparation At the time of drawing up the 1995 financial statements, the Company was in the process of investigating significant irregularities in the Group's affairs during the period in which Mr O'Brien was chief executive, and a forensic investigation had uncovered a number of matters which required significant adjustments to the books and records of the Group. In addition to the forensic investigation, the Company instructed Ryder Scott Company, a firm of independent petroleum reservoir engineers, to carry out an evaluation of the oil and gas reserves attributable to the Group. As the result of both the investigation which had at that time not been concluded and the Ryder Scott Company reserve review, exceptional write downs of US$16,668,000 relating to the Group's oil and gas reserves and US$464,000 relating to fixed asset investments, were charged to the profit and loss account. It was not possible to properly allocate these charges between items relating to the irregularities and the evaluation of the Group's oil and gas reserves. The forensic investigation has now been concluded and a settlement with Mr O'Brien has been agreed. Consequently, US$1,787,000 which had originally been capitalised and provided for in the 1995 accounts as part of the US$16,668,000 exceptional write down of the Group's oil and gas fixed assets, has since been identified as the estimated loss to the Group arising from the alleged fraudulent activities and has now been reclassified as a separate item (see note 4). The exceptional write down relating to oil and gas assets has accordingly been restated as US$14,881,000. The accumulated cost and depletion of oil and gas interests at May 1, 1995 have been reduced by US$1,787,000. In addition US$285,000 of payments made to acquire tangible fixed assets have been similarly classified to operating cash flow. The accounting policies set out below have been used by the Company in the preparation of the financial statements. Accounting conventions The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards in the United Kingdom. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Goodwill Goodwill relating to businesses purchased by the Group, where arising, is set off immediately against reserves. Reporting currency The Group's current operations are in the oil and gas industry in the United States and are conducted through its subsidiaries, Alliance Resources (USA), Inc. and Source Petroleum, Inc. Transactions are conducted primarily in US dollars. As a result, the directors consider that the US dollar is the functional currency of the Group and the Group's financial statements have been prepared in US dollars. The Company's share capital is denominated in sterling and for the purposes of the financial statements, is translated into US dollars at the rate of exchange at the time of its issue. Foreign currency translation F-9 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) The accounts of companies of the Group whose functional currency is not US dollars are translated for consolidation purposes at the rate of exchange ruling at the balance sheet date. Exchange differences arising on the retranslation of opening net assets are taken directly to reserves. For those companies whose functional currency is US dollars, transactions with third parties are translated into US dollars at the exchange rate prevailing at the date of each transaction. Monetary assets and liabilities denominated in foreign currencies are translated into US dollars at the exchange rate prevailing at the balance sheet date. Any exchange gain or loss is dealt with through the profit and loss account. Abandonment Provision is made for abandonment costs net of estimated salvage values, on a unit-of-production basis, where appropriate. Turnover Turnover represents income from production and delivery of oil and gas, recorded net of royalties and fees for the provision of technical services. All turnover arises from activities within the United States. Oil and gas interests The Group follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are capitalised as tangible fixed assets. Such costs include lease acquisition costs, geological and geophysical costs, the costs of drilling both productive and non-productive wells, production equipment and related overhead costs. Capitalised costs, plus estimated future development costs are accumulated in pools on a country-by-country basis and depleted using the unit-of-production method based upon estimated proved net reserve volumes. Reserve volumes are combined into equivalent units using relative energy content. Costs of acquiring and evaluating unproved properties and major development projects are excluded from the depletion calculation until it is determined whether or not proved reserves are attributable to the properties, the major development projects are completed, or impairment occurs, at which point such costs are transferred into the pool. Proceeds from the sale or disposal of properties are deducted from the relevant cost pool with any overall deficit or surplus being recognised in the profit and loss account. The Group performs a 'ceiling test' calculation in line with industry practice. Costs permitted to be accumulated in respect of each cost pool are limited to the future estimated net recoverable amount from estimated production of proved reserves. Future estimated net recoverable amounts are determined using prices and cost levels at the balance sheet. Depreciation of other fixed assets Other tangible fixed assets are stated at cost less accumulated depreciation. Depreciation is provided on a straight line basis to reduce the cost of assets, net of estimated residual values, over their estimated useful lives as follows: Fixtures and equipment - 3 to 7 years Freehold buildings - 30 years No depreciation is provided on freehold land. Deferred taxation F-10 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Deferred taxation, calculated using the liability method, is provided where it is probable that a liability will crystallise. Joint ventures The Group's exploration, development and production activities are generally conducted in joint ventures with other companies. The financial statements reflect the relevant proportions of turnover, production, capital expenditure and operating costs applicable to the Group's interests. Fixed asset investments Fixed asset investments are stated at cost less any provisions required for permanent diminutions in value. Leases Rentals under operating leases are charged to the profit and loss account on a straight line basis over the lease term. NOTE 2 - SEGMENTAL REPORTING The Group's current operating activities are principally conducted in the United States of America and relate to the oil and gas exploration and production business and the provision of oil and gas services to this business. All turnover arises from activities within the United States of America, with turnover by destination not materially different from turnover by origin. NOTE 3 - EXCEPTIONAL AMOUNTS WRITTEN OFF OIL AND GAS INTERESTS The proved oil and gas reserves of the Group and the net recoverable amount arising therefrom were estimated as at April 30, 1995 by Ryder Scott Company, a firm of independent petroleum engineers following the discovery that Valentine #14 well was not capable of commercial production and that the Group had relinquished title to its undeveloped acreage in the Valentine field. The amount of US$14,881,000 (see note 1) written off in the year to April 30, 1995 represents the write down relating to the carrying value of the Group's oil and gas interests as restated after the reclassification of US$1,787,000 as a separate exceptional item (see note 4). The net book value of the oil and gas interests as at April 30, 1995 is included in the balance sheet at that date at the estimated net amount recoverable through production. NOTE 4 - EXCEPTIONAL COSTS ARISING FROM IRREGULARITIES During fiscal 1996, following the discovery that Mr. O'Brien had been fraudulently misrepresenting the position at the Valentine field relating to the #14 well, the Company undertook (with the assistance of external advisers) an investigation into the involvement of Mr. O'Brien in the affairs of the Company. This investigation has revealed that the Group has suffered a financial loss as the result of a number of transactions involving Mr O'Brien or parties now known to have been connected with him. F-11 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) The exceptional charge comprises:
1996 1995 US$000 US$000 ------ ------ Loss arising from transactions with certain companies related to Mr O'Brien 73 1,787 Professional fees 788 - Estimated proceeds resulting from the settlement with Mr O'Brien (272) - ---- ------ 589 1,787 ==== ======
LOSS ARISING FROM TRANSACTIONS WITH CERTAIN COMPANIES RELATED TO MR O'BRIEN The loss of US$73,000 relates to an improper payment on the June 19, 1995 of (Pounds)48,750 to Jasmine Consultants Limited. Jasmine Consultants Limited is an off-shore company beneficially owned by Mr O'Brien. The loss of US$1,787,000 arises from a number of transactions with certain companies related to Mr. O'Brien in the year to April 30, 1995 as set out below: . On August 10, 1994, the Company issued 7,500,000 ordinary shares to Progas Holdings Limited, a company in which Mr O'Brien now admits to have an interest and which is incorporated in Delaware, USA. This issue of shares was in consideration for a 5.75% working interest in the Valentine field. It has subsequently been discovered that Progas Holdings Limited acquired this interest in the Valentine field from its previous owners on 21 July 1994 at a price of $255,000. . On January 15, 1995 the Group entered into a loan agreement with Progas Holdings Limited to record the terms of a loan of which US$1,129,000 had been advanced by Progas Holdings Limited between July 28, 1994 and December 16, 1994. The principal terms of the loan were: . a facility of US$1,400,000 to be drawn down solely for the purpose of drilling and developing the Valentine #14 well; . if the well was successful in proving commercially recoverable quantities of oil and gas the amount drawn down together with a 100% premium would be payable to Progas Holdings Limited from commencement of production to July 30, 1995 at the latest, with the Group reserving a right of early settlement in full; . if the well was abandoned within six months of the date of the agreement the amount drawn down was repayable immediately. . On February 22, 1995, on the basis of representations from Mr O'Brien that Valentine #14 well was successful, it was agreed that 10,351,966 ordinary shares of the Company would be issued to Progas Holdings Limited at 6p per share in satisfaction of US$1,000,000 of the debt with the remaining US$1,258,000 to be repaid in cash. F-12 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) . On May 9, 1995, 10,351,966 ordinary shares were so issued and the aggregate sum of (Pounds)794,000 was paid to Progas Holdings Limited to satisfy the liability of US$1,258,000. The premium paid of US$1,129,000 was not justified. . On April 5, 1995, the Group made a payment of US$ 175,000 to Progas Holdings Limited for no apparent commercial reason. . Between August 26, 1993 and September 1, 1993, the Group acquired a 1.375% overriding royalty interest in the Valentine field from Royalty Investments Limited (a company which Mr O'Brien now admits he owns), for US$185,000. Royalty had acquired a 0.125% overriding royalty interest in the Valentine field from an unrelated third party on August 23, 1993 for $7,500. The Company believes the interest purchased to have been overvalued by US$102,000. Professional fees The exceptional cost of US$788,000 in the year to 30 April 1996 relates to the estimated cost of professional assistance obtained by the directors in relation to actions taken arising from the alleged fraudulent activities in the period in which Mr O'Brien was Chief Executive. Estimated proceeds resulting from the settlement with Mr O'Brien The Company has now reached a settlement with Mr O'Brien. One of the terms of the settlement requires the disposal of 10,351,966 shares in the Company held in the name of Progas Holdings Limited and the payment of the proceeds of sale of those shares to the Company. These shares are currently in the custody of an independent third party, pending their sale. Mr. J. A. Keenan, the Managing Director of Alliance, has a proxy over the voting rights attaching to these shares and to certain other shares in the Company held by Mr. O'Brien, Diamond Securities Limited and Havensworth Limited, the latter two being companies beneficially owned by Mr. O'Brien pending their sale by Mr. O'Brien and these companies as required by the settlement. The exceptional credit of US$272,000 relates to the expected proceeds resulting from the sale of the shares in the name of Progas Holdings Limited calculated using the market price prior to suspension of the Company's shares. F-13 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 5 - OPERATING COSTS
1996 1995 1994 US$000 US$000 US$000 ------ ------- ------ Total operating costs were: 7,148 19,301 1,958 ====== ======= ====== Made up as follows: Cost of sales Exceptional amounts written off oil and gas interests - 14,881 - (note 3) Exceptional costs arising from irregularities - 1,787 - (note 4) Operating costs and production taxes 2,318 996 903 Depletion on oil and gas interests 1,612 - 125 ------ ------- ------ 3,930 17,664 1,028 ====== ======= ====== Administrative expenses Exceptional professional fees net of expected settlement proceeds 589 - - (note 4) Administrative expenses 2,629 1,637 930 ------ ------- ------ 3,218 1,637 930 ====== ======= ====== The gross (loss) was: (244) (16,181) (191) ====== ======= ======
F-14 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 6 - OPERATING LOSS The operating loss has been arrived at after charging the following:
1996 1995 1994 US$000 US$000 US$000 ------ ------ ------ Auditors' remuneration - audit 188 48 30 Auditors' remuneration - non-audit services 41 68 103 Depreciation, depletion and amortisation of tangible fixed assets 56 63 3 (excluding oil and gas assets) Depreciation, depletion and amortisation of oil and gas fixed assets 1,612 14,881 125 (including ceiling test write-down) Lease costs on buildings 35 62 41 Hire of plant and equipment 78 4 42 ----- ------ ----
In the year ended April 30, 1995, in addition to the US$68,000 charged to the profit and loss account , US$129,000 of fees paid to KPMG were charged to the share premium account in connection with the placing and open offer which was completed on May 9, 1995. NOTE 7 - EXCEPTIONAL AMOUNTS WRITTEN OFF INVESTMENTS Following the removal of Mr O'Brien, the Group reviewed its portfolio of investments, unlisted investments and joint venture interests. It was considered unlikely that significant amounts would be recovered from the Tatarstan investment or from the Geos joint venture. Accordingly, additional charges have been made to the profit and loss account in the years ended April 30, 1995 and 1996 in respect of costs incurred in relation to these investments. NOTE 8 - INTEREST AND OTHER INCOME (NET)
1996 1995 1994 US$000 US$000 US$000 ------ ------ ------ Interest receivable 257 49 69 Interest payable on bank loans and overdrafts wholly repayable within five years (28) (163) (125) ---- ------ ------ 229 (114) (56) ==== ====== ======
NOTE 9 - TAXATION No material charge to UK corporation tax or US Federal income tax arises on the results for the year to April 30, 1996 (1995:US$nil, 1994:US$nil) due to the availability of substantial losses for taxation purposes. Deferred taxation has not been provided as at April 30, 1996 as sufficient losses exist to extinguish potential deferred liabilities (1995: US$nil; 1994:US$nil). F-15 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 10 - LOSS PER SHARE The calculation of loss per share is based upon the following:
1996 1995 1994 ----------- ----------- ---------- Loss for the period (US$000) 3,593 18,213 1,177 ===== ====== ===== Weighted average number of shares 317,175,674 140,416,616 99,598,313 =========== =========== ==========
The exchange rates used as at April 30, 1996 and April 30, 1995 and April 30, 1994 were US$1.5006:(Pounds)1 and US$1.6093:(Pounds)1 and US$1.5163:(Pounds)1 respectively. F-16 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 11 - NET PROPERTY, PLANT AND EQUIPMENT
FREEHOLD LAND AND OIL AND GAS FIXTURES & BUILDING INTERESTS EQUIPMENT TOTAL US$000 US$000 US$000 US$000 -------- ----------- ---------- ------- COST At May 1, 1994 - 16,150 55 16,205 Additions - 6,220 49 6,269 Acquisitions 104 2,012 148 2,264 Disposals - - (29) (29) --------- ------ ---- ------ At May 1, 1995 104 24,382 223 24,709 Additions - 1,657 15 1,672 Disposals - (735) (125) (860) --------- ------ ---- ------ At April 30, 1996 104 25,304 113 25,521 ========= ====== ==== ====== DEPRECIATION, DEPLETION AND AMORTISATION At May 1, 1994 - 1,704 17 1,721 Charge for the year 1 - 62 63 Exceptional charge - 14,881 - 14,881 Transfer to current assets - - (3) (3) --------- ------ ---- ------ At May 1, 1995 1 16,585 76 16,662 Charge for the year 3 1,612 53 1,668 Disposals - - (120) (120) --------- ------ ---- ------ At April 30,1996 4 18,197 9 18,210 ========= ====== ==== ====== NET BOOK VALUE At April 30, 1996 100 7,107 104 7,311 ========= ====== ==== ====== At April 30, 1995 103 7,797 147 8,047 ========= ====== ==== ======
A substantial portion of the Group's oil and gas exploration, development and production activities are conducted jointly with others. All of the Group's producing oil and gas interests are located in one onshore US oil and gas pool. As at April 30, 1995 the Group had an interest in the Donkerbroek field, a non- producing pre-development interest located off-shore The Netherlands which had not been included in the full cost pool and had not been subject to depletion. On June 5, 1995, the Group sold this interest for consideration after associated costs of US$398,000. On July 12, 1995, the Group sold its oil and gas interests in Colorado, USA for net consideration of US$283,000. F-17 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Freehold land of US$25,000 is not depreciated. NOTE 12 - INVESTMENTS
US$000 ---------- Cost and net book value At May 1, 1994 590 Additions 165 Amounts written off (464) Disposal (291) ---- At May 1, 1995 - Additions 201 Amounts written off (201) Disposal - ---- At April 30, 1996 - ====
As explained in note 7, an exceptional charge of US$201,000 (1995:US$464,000) was made in the year ended April 30, 1996 relating to the investment in Tatarstan and Geos joint venture. F-18 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 13 - PRINCIPAL SUBSIDIARIES The principal subsidiaries of the Company all of which were wholly owned at April 30, 1996, were as follows:-
ISSUED AND PLACE OF FULLY PAID % REGISTRATION SHARE CAPITAL OWNED NATURE OF BUSINESS ------------ ------------- ------ ------------------ Alliance Resources (USA) Inc. USA 2,000 100 Oil and gas common exploration and shares US$1 production each Manx Petroleum Plc* England 2,585,705 100 Oil services ordinary shares of 5p each and 1,300,000 non-voting deferred shares of 95p each Celtic Basin Oil England 621,110 100 Oil and gas Exploration Ltd ordinary exploration and shares of (Pounds)1 production each Source Petroleum Inc. USA 100 100 Oil and gas common exploration and shares of production US$1 each Alliance Resources Group Inc.* USA 100 common 100 Investment holding shares of US$1 each ARNO Inc. USA 100 common 100 Oil and gas shares of no exploration and par value production ARCOL Inc. USA 100 common 100 Oil and gas shares of no exploration and par value production
* owned directly by the Company. The place of registration of each subsidiary undertaking is also its principal country of operation. F-19 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 14 - ACCOUNTS RECEIVABLE
1996 1995 US$000 US$000 ------ ------ Due within one year: Trade debtors 736 626 Other debtors 557 484 Prepayments and accrued income 64 88 ----- ----- 1,357 1,198 ===== =====
NOTE 15 - CURRENT LIABILITIES
1996 1995 US$000 US$000 ------ ------ Bank loans (secured) 37 321 Bank overdrafts - 45 Trade creditors 1,279 2,574 Other creditors including taxation and social security 677 2,945 Development loans and other loans 5 2,356 Accruals - 1,262 ----- ----- 1,998 9,503 ===== =====
Development loans represented specific loans granted during the year ended April 30, 1995 to provide funds for drilling and developing the Valentine #14 well. F-20 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 16 - CREDITORS: FALLING DUE AFTER MORE THAN ONE YEAR
1996 1995 US$000 US$000 ------ ------ Bank loans (secured) - 620 Trade creditors - 30 Other loans (secured) 92 620 ---- ------ 92 1,270 ==== ====== Bank loans and overdrafts were repayable as follows: 1996 1995 US$000 US$000 ------ ------ Less than one year 37 366 Between one and two years - 311 Between two and five years - 309 ---- ------ 37 986 Less: amounts included in creditors falling due within one year (37) (366) ---- ------ Amounts due after more than one year - 620 ==== ====== Development loans and other loans were repayable as follows: 1996 1995 US$000 US$000 ------ ------ Less than one year (see note 15) 5 2,356 Between one and two years 6 560 Between two and five years 21 42 After five years 65 18 ---- ------ 97 2,976 Less: amounts included in creditors falling due within one year (5) (2,356) ---- ------ Amounts due after more than one year 92 620 ==== ======
F-21 ALLIANCE RESOURCES PLC. AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) The bank loan as at April 30, 1995, of US$620,000 falling due after more than one year and US$308,000 falling due within one year, was repayable in equal monthly instalments by June 6, 1998 at a fixed rate of interest of 8% and was secured by a US$3,000,000 collateral mortgage and security interests in certain mineral leases of the Group. This loan was repaid after April 30, 1995 from the proceeds of the placing and open offer which was completed on May 9, 1995. Other loans as at April 30, 1996 and April 30, 1995 comprised a US$92,000 (1995:US$95,000) loan repayable in instalments, bearing interest at 9% per annum, which was secured on the Group's freehold land and buildings. Also included in other loans at April 30, 1995 a US$525,000 loan which was free of interest and secured upon certain mineral leases of the Group. Further information in relation to development loans is set out in note 25. NOTE 17 - SHARE CAPITAL
1996 1995 ----------- ----------- Authorised - - ordinary shares of 1p each 465,000,000 216,000,000 =========== =========== Allotted, called up and fully paid - - ordinary shares of 1p each 324,152,633 161,403,971 =========== =========== 1996 1995 AMOUNT IN STERLING (Pounds)000 (Pounds)000 ----------- ----------- Authorised - - ordinary shares of 1p each 4,650 2,160 ----------- ----------- Allotted, called up and fully paid - - ordinary shares of 1p each 3,242 1,614 =========== =========== 1996 1995 AMOUNT IN US DOLLARS $000 $000 ----------- ----------- Allotted, called up and fully paid - - ordinary shares of 1p each 5,105 2,524
=========== =========== AUTHORISED SHARE CAPITAL F-22 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) On May 9, 1995, the authorised share capital of the Company was increased to 465,000,000 ordinary shares of 1p nominal value by the creation of an additional 249,000,000 ordinary shares of 1p each, ranking pari passu with the existing ordinary shares. ISSUE OF SHARES The following 1p ordinary shares were issued in the year to April 30, 1996: (i) on May 9, 1995, 18,426,500 ordinary shares were issued in part consideration for the acquisition of a portfolio of oil and gas assets in the US from North American Gas Investment Trust Plc that had been made during the year ended April 30, 1995; (ii) on May 9, 1995, 127,470,196 ordinary shares were issued at 6p per share by way of a placing and open offer which raised net proceeds of US$11,663,000 after share issue costs of US$443,000; (iii) on May 10, 1995, 10,351,966 ordinary shares were issued at 6p in part repayment of a development loan from Progas Holdings Limited; (iv) on July 19, 1995, 1,500,000 ordinary shares were issued in consideration for the acquisition of all the issued 'A' ordinary share capital of Geological Forecast Technology Limited; (v) on November 27, 1995, 5,000,000 ordinary shares were issued as final consideration for the repayment of a development loan from North American Gas Investment Trust Plc that had been made during the year ended April 30, 1995. SHARE OPTIONS On June 15, 1995, the following share options were granted pursuant to Alliance Resources Plc Share Option Scheme (No. 1) to directors and employees of the Company, exercisable at 6p per share. John X F O'Brien 2,500,000 options Nicholas C Gray 1,500,000 options Other employees 1,325,000 options At April 30, 1996 all options had ceased to be exercisable and have subsequently lapsed. There are currently no options granted under the schemes but the Board has resolved that the following share options will be granted to the following executive directors: John A Keenan 6,000,000 options H Brian K Williams 2,500,000 options Paul R Fenemore 1,000,000 options Such options will be granted at an appropriate time and at a price yet to be determined in accordance with the provisions of the Company's Share Option Scheme. By an agreement dated April 7, 1994, the Company granted to John Duncan and Co Limited an option to subscribe for 2,000,000 ordinary shares at 7.5p per share in consideration for professional services. The option is exercisable in whole or in part at any time from January 1, 1996 up to and including December 31, 2001. F-23 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 18 - SHARES TO BE ISSUED Shares to be issued at April 30, 1995 represent the remainder of the consideration payable on the acquisition of a portfolio of oil and gas assets in the US from North American Gas Investment Trust Plc, made during the year to April 30, 1995 and consideration payable in repayment of a development loan from North American Gas Investment Trust Plc.
US$000 ------ Shares in respect of acquisition (issued on May 9, 1995) 1,780 Shares in respect of loan repayment (issued on November 27, 1995) 250 ----- 2,030 =====
Consideration given on May 9, 1995 and November 27, 1995 was made up of 18,426,500 and 5,000,000 ordinary shares of 1p each respectively issued at a premium. Aggregate increases in share capital and share premium were as follows:
US$000 US$000 ------ ------ Share capital issued on May 9, 1995 297 Share capital issued on November 27, 1995 80 ------ 377 Premium on shares issued on May 9, 1995 1,483 Premium on shares issued on November 27, 1995 170 ------ 1,653 ------ 2,030 ======
NOTE 19 - SPECIAL RESERVE The special reserve of US$4,300,000 at April 30, 1995 was set up as a result of a reduction of share capital and share premium account approved by the High Court on October 5, 1994 and was subject to restrictions imposed by the Court. These restrictions were to become inoperative when new consideration of an equivalent amount was received on shares issued after October 6, 1994. This occurred on May 9, 1995 and, accordingly, the reserve has been transferred to the accumulated profit and loss account. F-24 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 20 - RECONCILIATION OF OPERATING LOSS TO NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES
1996 1995 1994 US$000 US$000 US$000 ------ ------ ------ Operating loss (3,462) (17,818) (1,121) Exceptional amounts written off - 14,881 - Profit on sale of investments (51) - Depreciation, depletion and amortisation of oil and gas interests 1,612 - 125 Depreciation of non-oil and gas interests 56 63 3 (Increase)/decrease in debtors (138) 114 601 (Decrease)/increase in creditors (3,416) 4,747 (1,205) ------ ------- ------ Net cash (outflow)/inflow from operating activities (5,399) 1,987 (1,597) ====== ======= ======
F-25 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 21 - ANALYSIS OF CHANGES IN FINANCING DURING THE YEAR
SHARE CAPITAL NOTES OTHER BANK (INCLUDING PAYABLE LOANS LOANS PREMIUM) US$000 US$000 US$000 US$000 ------ ------ ------ ---------- Balance at May 1st, 1993 483 - 965 9,486 Issues of shares for non-cash consideration - - - 2,496 Proceeds from issue of shares - - - 6,031 Share issue cost - - - (512) Repayment of notes payable (483) - - - Exchange gain - - (15) - Repayment of bank borrowings - - 260 - ------ ------ ------ ------ Balance at April 30, 1994 - - 1,210 17,501 Issue of shares for non-cash consideration - - - 2,781 Shares to be issued for non-cash consideration - - - 2,030 Share issue costs - - - (317) Non-cash share capital reduction - - - (4,818) Repayment of bank borrowings - - (269) - Proceeds from development loans - 2,351 - - Loans acquired with Source acquisition - 625 - - ------ ------ ------ ------ Balance at April 30, 1995 - 2,976 941 17,177 Issue of shares for non-cash consideration - (1,000) - 1,142 Proceeds from issue of shares - - - 12,087 Share issue costs - - - (443) Non-cash transfer of special reserve - - - (4,300) Repayment of bank borrowings - - (904) - Repayment of development loans - (1,351) - - Repayment of other loans - (528) - - ------ ------ ------ ------ Balance at April 30, 1996 - 97 37 25,663 ====== ====== ====== ======
Other loans include development loans and other loans disclosed in notes 15 and 16. Share capital includes shares to be issued, share premium, merger reserve and special reserve. F-26 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 22 - ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS DURING THE YEAR
US$000 ---------------- Balance at May 1, 1993 (375) Net Cash inflow 181 ------ Balance at May 1, 1994 (194) Net cash inflow 213 ------ Balance at April 30, 1995 19 Net cash inflow 1,158 ------ Balance at April 30, 1996 1,177 ======
Analysis of the balances of cash and cash equivalents as shown on the consolidated balance sheets:
1996 1995 1994 US$000 US$000 US$000 ------- ------- ------- Cash at bank and in hand 1,177 64 288 Bank overdrafts - (45) (482) ----- ------ ------ 1,177 19 (194) ===== ====== ======
F-27 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 23 - ACQUISITIONS On January 25, 1995 the Group acquired Source Petroleum Inc. ("Source"), an oil and gas exploration and production company. The acquisition has been accounted for using the acquisition method of accounting. The following summarises the fair value ascribed at the date of acquisition:
Net assets acquired: US$000 ----------- Tangible fixed assets 2,264 Debtors 340 Bank overdraft (28) Creditors (1,210) ------ 1,366 ====== Acquisition cost: Shares allotted 453 Cash 913 ------ 1,366 ======
The consideration for the acquisition was satisfied by the issue of 3,205,128 ordinary shares and cash of US$800,000. US$113,000 was expended in costs connected with the acquisition. The amounts attributed to the assets and liabilities of Source represent estimates of fair market values at the date of acquisition. These amounts were the same as the book values at acquisition, except that the net book value of tangible fixed assets was US$1,871,000 with the fair value uplift being US$393,000 and the net book value of creditors was US$1,611,000 with the fair value attributed being US$1,210,000, The effect of the acquisition on the Group's results for the year to April 30, 1995 was to increase the loss for the financial year by US$20,000. Unaudited financial statements of Source for the five month period ended April 30, 1995 showed a loss for the period of US$20,000. NOTE 24 - EMPLOYEES
April 30, 1996 April 30, 1995 April 30, 1994 US$000 US$000 US$000 Staff costs (including executive Directors) Salaries and wages 661 443 215 Social security costs 82 16 6 Termination costs 178 - - Other pension costs 7 - - -------- -------- -------- 928 459 221 ======== ======== ======== April 30, 1996 April 30, 1995 April 30, 1994 US$000 US$000 US$000 Aggregate directors' emoluments (including pension contributions) were: as directors 46 9 7 for management services salaries 341 216 137 benefits-in-kind 4 - - pension contributions 7 - - fees to third parties 26 - - Payments to former directors in respect of termination of contracts 156 - - -------- -------- -------- 580 225 144 ======== ======== ========
The average number of persons employed by the Group, including Executive Directors, were as follows:
Apr 30, 96 Apr 30, 95 Apr 30, 94 Management and administration 8 9 5 Technical and operational 7 11 - -------- -------- -------- 15 20 5 ======== ======== ========
F-28 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 25 - DIRECTORS' AND RELATED PARTY TRANSACTIONS Transactions related with parties now known to be connected with Mr. O'Brien are dealt with in note 4. The following related party transactions occurred with North American Gas Investment Trust Plc (NAGIT) which on May 9, 1995 became a substantial shareholder of the Company: (i) on July 29, 1994, the Group had entered into a loan agreement with NAGIT. The main terms of the interest free loan were: . a facility of US$250,000 to be drawn down solely for the purpose of drilling the Valentine #14 well; . if the well was successful in improving commercially recoverable quantities of oil and gas, the capital drawn down together with a 100% premium would be payable to NAGIT from production at 30% of gross production revenues for the first 125 days, 50% of gross production thereafter to 365 days after which settlement of the remaining balance would be made in shares; . if the well was abandoned, NAGIT was entitled to repayment in shares to the lesser of 5,000,000 ordinary shares of 1p each and the number of ordinary shares of 1p each to the value of US$250,000; . if drilling was suspended for more than 30 days due to lack of funds, NAGIT was entitled to repayment in shares to the value of US$250,000. The full amount of the facility was drawn down. As Mr. O'Brien fraudulently misrepresented that the Valentine #14 well was successful, on various dates between June 6, 1995 and July 19, 1995 US$347,307 in aggregate was originally paid to NAGIT representing payments from production volumes. Subsequent to the discovery of the fraudulent misrepresentation concerning the Valentine #14 well, this amount was off-set against the US$1,300,000 cash element of the purchase and sale agreement with NAGIT (see(ii) below). At April 30, 1995 US$250,000 was included as shares to be issued in respect of this agreement. These shares were issued on November 27, 1995 as discussed in note 17. (ii) on January 25, 1995, North American Gas Investment Trust Plc (NAGIT) lent the Group US$1,200,000 bearing interest at 7% per annum for assistance in the financing of the acquisition of Source Petroleum Inc and to provide additional working capital. At April 30, 1995, US$1,200,000 was outstanding and included in development loans and this amount was repaid from the proceeds of the placing and open offer on May 9, 1995; (iii) on April 10, 1995, the Group entered into a purchase and sale agreement with NAGIT. The main terms of the agreement were: . the Group would purchase a portfolio of producing properties located in the US with an effective date of January 1, 1995; F-29 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) . consideration for the acquisition would comprise US$1,300,000 in cash and the issue of 18,426,500 ordinary shares; The 18,426,500 ordinary shares are included as shares to be issued at April 30, 1995 at US$1,780,000. The 18,426,500 ordinary shares were issued to NAGIT on May 9, 1995. At April 30, 1995 US$1,300,000 was included in other creditors. This was settled by the payment on various dates of an aggregate amount of US$347,307 and a payment on November 1, 1995 of US$906,000. NOTE 26 - SUBSEQUENT EVENTS On August 13, 1996 the Company announced that it had entered into a conditional agreement to effect a merger ("Merger") with LaTex Resources, Inc. ("LaTex"), a company listed on the NASDAQ. As a result of the Merger, the Company will issue to the LaTex shareholders shares of the Company which will equal approximately 72% of the Company's issued shares after the Merger. The Company's shareholders will own approximately 28% of the issued shares after the Merger. As a condition of the Merger, the Company will effect a share consolidation, with the result that each 40 shares that the Company's shareholders currently own will be converted into one share of the Company; the shares issued to the LaTex shareholders will be adjusted to take this consolidation into account. At the Company's request, The London Stock Exchange has suspended the listing of the Company's shares pending further details of the reorganisation of the Company. On [ ], 1997, the LaTex bank borrowings, to be available to the combined group, were successfully renegotiated with its bankers. The principal terms were [ ]. On August 13, 1996, the Company also announced that it has agreed terms to stay its current litigation against Mr John O'Brien, its former Chief executive and other companies beneficially owned by Mr O'Brien. Mr O'Brien has also withdrawn a counterclaim made against the Company (see note 4). Other transactions occurred subsequent to April 30, 1996 as follows: (i) On May 13, 1996 the Group announced that one of its US subsidiaries ARNO Inc had reached agreement on the sale of its interest in four leases comprising the McPac field, Matagorda Island, offshore Texas to Louisiana Land and Exploration Company for a cash consideration of US$525,000. The Group's interest in these blocks varied between 4.2% and 6.3% and its interest in the McPac platform was 6.3%. On May 30, 1996, the Group completed this transaction and the gross consideration was adjusted to reflect the impact of the effective date of January 1, 1996 and a gas overlift imbalance. This resulted in a net cash consideration of US$432,000, which has been taken as a credit against the carrying cost of the Group's oil and gas assets in the year to April 30, 1997. (ii) On August 15, 1996 the Group disposed of its interest in 4 leases comprising the Provident City field, Lavaca County, onshore Texas to Shana Petroleum for a net cash consideration of US$435,000. The Groups' working interest in these blocks varied between 17.7% and 42.4%. The proceeds of the sale have been taken as a credit against the carrying cost of the Group's oil and gas assets in the year to April 30, 1997. F-30 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) (iii) In August 1996 the Company transferred its interest in Geological Forecast Technology Ltd by transferring its 50 'A' shares to Geos Seismology Limited as part of a final settlement of an action brought by the latter. (iv) On October 3, 1996, the Group announced that one of its US subsidiaries ARNO Inc had reached agreement for the sale of its interests in three US oil and gas fields to BWAB Incorporated for a cash consideration of US$1,425,000. The disposal covered the Group's interests in the Frost, Gilmer South and Mocane Laverne fields, which are located in Texas and Oklahoma and had combined remaining reserves of 25,920 barrels of oil and 1,720 million cubic feet of gas as at May 1, 1996, representing approximately 16% of the Group's total proved and probable reserves. The interests comprised 26 wells and the working interests in those wells varied between 5% and 28%. The proceeds of the sale have been taken as a credit against the carrying cost of the Group's oil and gas assets in the year to April 30, 1997. NOTE 27 - LITIGATION AND CONTINGENCIES The Group is party to the following litigation: (i) the Group is seeking to recover US$1,300,000 of unpaid drilling costs from Drexco Inc, with Drexco Inc and H Huizenga claiming unspecified damages in respect of conduct, and removal of Alliance Resources (USA) Inc as operator of the Valentine field. The Group has obtained legal advice and will vigorously prosecute its claim against Drexco Inc. The Group denies the counter claim and will vigorously defend the matter; (ii) the Group has received, on September 12, 1996, a writ from Best Royalties Plc claiming US$186,368 and a declaration that they are entitled to a sum equal to 40% of Alliance USA Inc's net cash proceeds received from the Arrowhead well (and payment of the said sum), alternatively damages, plus interest thereon. The Group denies the claim and will vigorously defend this matter; (iii) Earnest M Closuit et al. have asserted a claim against the Group for alleged underpayment of amounts due for Closuit et al.'s interest in the Buller No. 2 well in the South Elton field and have further claimed an interest in past and future production from certain other wells in the field. Total claims amount to approximately US$1,200,000. Discovery has just begun. The Group denies all allegations and claims and will vigorously defend this matter. (iv) The directors have not been notified and do not expect to be notified of any claims arising from the alleged fraudulent activities of Mr O'Brien. NOTE 28 - CAPITAL COMMITMENTS The capital commitments in respect of drilling costs for the forthcoming year which are authorised but not contracted are as follows:
APRIL 30, 1996 APRIL 30, 1995 APRIL 30, 1994 US$000 US$000 US$000 -------------- -------------- -------------- Capital commitments - 5,300 6,037 ========= ========= =========
NOTE 29 - SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED KINGDOM AND THE UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. The Company's accounting policies conform with United Kingdom generally accepted accounting principles ("UK GAAP") which differ in certain respects from United States generally accepted accounting principles ("US GAAP"). Differences which have a significant effect on the consolidated profit after tax (net income) and shareholders' equity of the group are set out below. a) Ceiling tests A ceiling test has been carried out, in accordance with UK GAAP on an annual basis, to determine the maximum net book amount of expenditure within the cost pool of oil and gas assets which may be recognized. The ceiling test is based on the Company's best estimate of the future cash flows from the underlying properties. Under US GAAP, SEC regulations require ceiling tests to be computed at current prices discounted to present value at 10%. Under UK GAAP a ceiling test deficit should be written off to expense only if it indicated a permanent diminution in value. Under US GAAP any deficit should be charged immediately to the profit and loss account. b) Goodwill Under UK GAAP goodwill arising on acquisitions has been set off directly against reserves. Under US GAAP, goodwill arising from acquisitions is capitalized and amortized over its estimated useful life. However, following the irregularities mentioned above, US GAAP requires the balance to be written of in 1995. c) Estimated proceeds of Alliance Shares As set out in note 4, the Company has recognized an exceptional credit of US$272,000 relating to the right to receive the expected proceeds of the sale of Alliance shares resulting from the settlement with Mr O'Brien under UK GAAP. Under US GAAP, such proceeds are recognized only on receipt. d) Statements of cash flows The Company has adopted United Kingdom Financial Reporting Standard No. 1 "Cash Flow Statements" ("FRS 1"). Its objectives and principles are similar to those set out in the US Statement of Financial Standards No 95 "Statement of Cash Flows" ("SFAS 95"). The principal difference between the standards relates to classification. Under FRS 1, the Company presents its cash flows from (a) operating activities; (b) returns on investments and servicing of finance; (c) taxation; (d) investing activities; and (e) financing activities. SFAS 95 requires only three categories of cash flow activity: (a) operating; (b) investing; and (c) financing. Cash flows and taxation and returns on investments and servicing of finance shown under FRS 1 would, with the exception of dividends paid, be included as operating activities under SFAS 95. The payment of dividends would be included as a financing activity under SFAS 95. Movements in short term investments would be classified as an investing activity under SFAS 95 rather than, as shown, as a financing activity. For purposes of reporting cash flows, all cash at bank and in hand and bank overdrafts repayable on demand are considered cash equivalents. F-31 ALLIANCE RESOURCES PLC AND SUBSIDIARY COMPANIES NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) EFFECT ON PROFIT AFTER TAX OF SIGNIFICANT DIFFERENCES BETWEEN UK GAAP AND US GAAP:
Reference to note above Year ended April 30 --------- -------------------------- 1996 1995 $ 000 $ 000 ---------- ---------- (Loss) after tax under UK GAAP (3,593) (18,213) Adjustments: Ceiling test a) - (2,428) Resulting adjustment to depletion of oil and gas interests 437 - Goodwill b) - (1,000) Estimated Proceeds of Alliance Shares c) (272) - ---------- ---------- Approximate (loss) after tax, adjusted for US GAAP (3,428) (21,641) ========== ========== Approximate (loss) per Ordinary Share (primary), adjusted for US GAAP (pence) (0.7)p (9.6)p ========== ========== (Loss) per Ordinary Share, UK GAAP (pence) (0.8)p (8.1)p ========== ========== EFFECT ON SHAREHOLDERS' EQUITY OF SIGNIFICANT DIFFERENCES BETWEEN UK GAAP AND US GAAP: Reference to note above As at April 30 --------- ------------------------------------ 1996 1995 ---------------- ---------------- Shareholders' Equity under UK GAAP 7,755 (1,438) Adjustments Ceiling tests a) (1,991) (2,428) Estimated proceeds of Alliance shares c) (272) - ---------------- ---------------- Approximate shareholders' equity in accordance with US GAAP 5,492 (3,866) ================ ================
F-32 APPENDIX A GLOSSARY The terms defined in this Appendix are used throughout this Proxy Statement. Alliance. Alliance Resources Plc, a corporation organized and registered under the laws of England and Wales. Bank. Bank of America NT & SA. BBL. One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons. BCF. One billion cubic feet of natural gas. BOE. One barrel of oil equivalent using the ratio of one barrel of crude oil, condensate or natural gas liquids to 6 Mcf of natural gas. BTU. British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit. Commercial Well. Commercially Productive Well. An oil and gas well which produces oil and natural gas in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes. Conversion Rate. The rate at which holders of LaTex Shares will be entitled to receive New Alliance Shares in the Merger. The Conversion Rate will be 0.8806 New Alliance Shares for each share of LaTex Common Stock, 2.6445 New Alliance Shares for each share of LaTex Series A Stock, 5.8709 New Alliance Shares for each share of LaTex Series B Stock, and a warrant to purchase 0.8806 New Alliance Shares for each share of LaTex Common Stock subject to warrants issued by LaTex. Credit Agreement. _______________ Developed Acreage. The number of acres which are allocated or assignable to producing wells or wells capable of production. Development Well. A development well is a well drilled within the presently proved productive area of an oil or natural gas reservoir, as indicated by reasonable interpretation of available data, with the objective of completing in that reservoir. DGCL. The Delaware General Corporation Law. Dry Hole; Dry Well; Non-Productive Well. A well found to be incapable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas well. Existing Alliance Shares. The ordinary shares of Alliance, of (Pounds)0.01 each, currently outstanding. Exploratory Well. An exploratory well is a well drilled either in search of a new, as-yet undiscovered oil or natural gas reservoir or to greatly extend the known limits of a previously discovered reservoir. A-1 Farmout. An assignment of an interest in a drilling location and related acreage conditional upon the drilling of a well on that location. Forbearance Agreement. An agreement entered into by LaTex Resources, Inc. and the Bank of America under which the Bank of America has agreed to delay enforcement of its rights under the Credit Agreement. Formation. A succession of sedimentary beds that were deposited under the same general geologic conditions. GAAP. Generally accepted accounting principles. Geopressured. Pressures in excess of the normal increase in pressure with depth. Gross Acres or Gross Wells. The total acres or wells, as the case may be, in which a working interest is owned. Horizontal Wells. Wells which are drilled at angles greater than 70 degrees from vertical. LaTex. LaTex Resources, Inc., a Delaware corporation. LaTex Common Stock. The common stock, par value $.01 per share, of LaTex. LaTex Form 10-K. The Annual Report on Form 10-K for the year ended July 31, 1996, of LaTex. LaTex Series A Stock. The Series A Convertible Preferred Stock of LaTex, par value $0.01 per share. LaTex Series B Stock. The Series B Senior Convertible Preferred Stock of LaTex, par value $0.01 per share. LaTex Shares. The LaTex Common Stock, LaTex Series A Stock and LaTex Series B Stock. MBBL. One thousand barrels of crude oil or other liquid hydrocarbons. MBOE. One thousand BOEs. MBTU. One thousand BTUs. MCF. One thousand cubic feet of natural gas. Merger. The merger of Alliance Resources (Delaware) Inc., a wholly owned subsidiary of Alliance, into LaTex with the result that LaTex will become a wholly owned subsidiary of Alliance and each outstanding LaTex Share (other than LaTex Shares, if any, held by LaTex in treasury and shares held by a shareholder who has properly exercised his dissent and appraisal rights) will be automatically canceled and LaTex shareholders will receive New Alliance Shares at the Conversion Rate. Merger Agreement. The Agreement and Plan of Merger among Alliance, Alliance Resources (Delaware) Inc., a wholly owned subsidiary of Alliance, and LaTex dated as of August 12, 1996, together with the letter amendments dated September 16 and 27, 1996, all of which are included as Appendix B to this Proxy Statement A-2 MMBBL. One million barrels of crude oil or other liquid hydrocarbons. MMBOE. One million BOEs. MMBTU. One million BTUs. MMCF. One million cubic feet of natural gas. Net; Net Revenue Interest. Production or revenue that is owned by the respective company and produced for its interest after deducting royalties and other similar interests. Net Acres or Net Wells. The sum of the fractional working interests owned in gross acres or gross wells. New Alliance Shares. The ordinary shares of Alliance, of (Pounds)0.40 each, to be outstanding after Alliance completes its 40-to-1 reverse stock split immediately before the Merger. New Warrants. The warrants to be issued by Alliance in the Merger to replace ________ currently outstanding warrants issued by LaTex. The New Warrants will be convertible into 2,672,496 New Alliance Shares following the Merger. PV10 Value. When used with respect to oil and natural gas reserves, PV10 Value means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using prices and costs in effect at the determination date, without giving effect to non-property related expenses such as general and administrative expenses, debt service and future income tax expense or to depreciation, depletion and amortization, discounted using an annual discount rate of 10% in accordance with the guidelines of the SEC. Productive Well. A well that is producing oil or natural gas or that is capable of production. Proved Developed Reserves. Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Proved Reserves. The estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved Undeveloped Reserves. Reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Proxy Statement. This Prospectus/Proxy Statement. Royalty Interest. An interest in an oil and natural gas property entitling the owner to a share of oil or natural gas production free of costs of production. Undeveloped Acreage. Lease acreage on which wells have not been participated in or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves. Working Interest. The operating interest which gives the owner the right to drill, produce and conduct operating activities on the property as well as to a share of production. A-3 APPENDIX B AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of August 12, 1996, by and among ALLIANCE RESOURCES PLC, a public limited company incorporated in England and Wales ("Alliance"), ALLIANCE RESOURCES (DELAWARE), INC., a newly formed Delaware corporation ("Newco") and LATEX RESOURCES, INC., a Delaware corporation ("LaTex"). Recitals -------- The parties desire to effect a merger on the terms, and subject to the provisions and conditions, of this Agreement. Agreement --------- NOW, THEREFORE, for and in consideration of the premises and the mutual agreements hereinafter set forth, in accordance with the provisions of applicable law, the parties hereby agree as follows: 1. Definitions. As used in this Agreement and the Exhibits, Schedules and ----------- documents delivered pursuant to this Agreement, the following terms shall have the following meanings: ADEA. "ADEA" means the Age Discrimination in Employment Act, as amended, ---- or any successor statute. Affiliate. "Affiliate" means an "affiliate" or associate" as those terms --------- are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act. Certificate of Merger. "Certificate of Merger" is as defined in Section --------------------- ------- 2.2. - --- Closing. "Closing" means the closing referred to in Section 3.1. ------- ----------- Closing Date. The "Closing Date" is the second business day (other than a ------------ Saturday, Sunday or legal holiday) following the day on which the conditions to the obligations of the parties set forth in Articles 8 and 9 shall have been ---------- - satisfied or waived, or such other time as shall be set by the parties in writing. Code. "Code" means the Internal Revenue Code of 1986, as amended, or any ---- successor statute. Commission. "Commission" means the Securities and Exchange Commission ---------- and/or any other Governmental Entity that administers either the Securities Act or the Exchange Act. DGCL. "DGCL" means the Delaware General Corporation Law, as amended, or ---- any successor statute. Dissenting Shares. "Dissenting Shares" are as defined in Section 2.8. ----------------- ----------- Effective Time. "Effective Time" is as defined in Section 2.2. -------------- ----------- Encumbrance. An "Encumbrance" is any option, pledge, security interest, ----------- lien, charge, encumbrance, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether B-1 imposed by agreement, understanding, law or otherwise, except those arising under applicable federal or state securities laws. ERISA. "ERISA" means the Employee Retirement Income Security Act of 1974, ----- as amended, or any successor statute. Exchange Act. "Exchange Act" means the Securities Exchange Act of 1934, as ------------ amended, or any successor statute. Excluded Entities. "Excluded Entities" means LaTex Resources International ----------------- Inc.; Wexford Technology, Inc.; Imperial Petroleum, Inc. and Phoenix Metals, Inc. GAAP. "GAAP," with respect to the LaTex Entities, means generally accepted ---- accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, in statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination, and with respect to the Alliance Entities, means Financial Reporting Standards and Statements of Standard Accounting Practice issued by the Accounting Standards Board and its predecessor which are current as of the date of determination. Good and Defensible Title. "Good and defensible title" means such title ------------------------- that (i) is deducible of record (or otherwise acceptable to a reasonably prudent title examiner) and free from reasonable doubt to the end that a prudent person engaged in the business of the ownership, development and operation of oil and gas properties with knowledge of all of the facts and appreciation of their legal significance would be willing to accept the same, (ii) is free and clear of all Encumbrances, except for Permitted Encumbrances, and (iii) with respect to each Major Oil and Gas Interest of the Alliance Entities or the LaTex Entities, as the case may be, entitles the relevant party or Subsidiary to receive not less than the Net Revenue Interest set forth in Exhibit A-1 or A-2 ------------------ (with respect to the Alliance Entities), and Exhibit B-1 or B-2 (with respect to ------------------ the LaTex Entities) with respect to all Hydrocarbons produced and attributable to such Major Oil and Gas Interest, and obligates the party or the relevant Subsidiary to pay costs and expenses relating to such Major Oil and Gas Interest in an amount not greater than the Working Interest set forth in Exhibit A-1 or -------------- A- - -- 2 (with respect to the Alliance Entities), and Exhibit B-1 or B-2 (with respect ------------------ to the LaTex Entities) with respect to such Major Oil and Gas Interest. Governmental Entity. A "Governmental Entity" is any federal, state, ------------------- municipal, domestic or foreign court, tribunal, administrative agency, department, commission, board, bureau or other governmental authority or instrumentality. Hydrocarbons. "Hydrocarbons" mean oil, gas and/or other liquid and ------------ gaseous hydrocarbons or any combination thereof. LaTex. "LaTex" means LaTex Resources, Inc., a Delaware corporation. ----- LaTex Common Shares. "LaTex Common Shares" means all of the issued and ------------------- outstanding common stock of LaTex, par value $.01 per share. B-2 LaTex Disclosure Schedule. The "LaTex Disclosure Schedule" is the ------------------------- Disclosure Schedule delivered by LaTex to Alliance contemporaneously with the execution of this Agreement. Each heading in the LaTex Disclosure Schedule shall refer to the applicable section of this Agreement. LaTex Entities. "LaTex Entities" means LaTex and its Subsidiaries other -------------- than the Excluded Entities. LaTex Financial Statements. The "LaTex Financial Statements" are, -------------------------- collectively, the respective audited consolidated financial statements of the LaTex Entities as of and for the years ended July 31, 1994 and 1995; and the respective unaudited interim consolidated financial statements of the LaTex Entities as of and for the quarter and nine months ended April 30, 1996. LaTex Interests. "LaTex Interests" means: --------------- (a) the Major Oil and Gas Interests of the LaTex Entities; (b) the Miscellaneous Interests of the LaTex Entities; and (c) all of the rights, titles and interests, whether direct or indirect, of the LaTex Entities in and to all of the property, rights and interests incident to such Major Oil and Gas Interests or such Miscellaneous Interests, including without limitation all of the rights, titles and interests of the LaTex Entities in and to all LaTex Oil and Gas Contracts, leases, rights-of-way, easements, options, orders and rulings of applicable regulatory agencies, wells, lease and well equipment, machinery, production facilities, processing facilities, gathering systems, transportation systems, disposal systems, fixtures and other items of personal property and improvements now or as of the Closing Date appurtenant to such Major Oil and Gas Interests or such Miscellaneous Interests or used, obtained or held for use in connection with the operation of such Major Oil and Gas Interests or such Miscellaneous Interests or with the production, treatment, sale or disposal of Hydrocarbons or water produced therefrom or attributable thereto. LaTex's Reimbursable Expenses. "LaTex's Reimbursable Expenses" shall mean ----------------------------- all costs and expenses, evidenced by reasonable and customary documentary support, that have been incurred (prior to and following the execution of this Agreement) by, or for which liability has (prior to and following the execution of this Agreement) arisen on the part of the LaTex Entities in connection with (i) the investigation of the Alliance Entities and due diligence conducted by or on behalf of LaTex and (ii) the negotiation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the financing of the Merger), including, without limitation, (A) any financial advisory fees payable by LaTex, (B) amounts payable in respect of legal, financial and accounting services provided by outside advisors to LaTex and (C) other reasonable expenses incurred by LaTex in connection with the Merger. LaTex Reserve Report. "LaTex Reserve Report" means that reserve report -------------------- with respect to LaTex's Major Oil and Gas Interests effective April 1, 1996 prepared by Lee Keeling and Associates. LaTex Series A Shares. "LaTex Series A Shares" means all of the issued --------------------- and outstanding Series A Convertible Preferred Stock of LaTex, par value $.01 per share. LaTex Series B Shares. "LaTex Series B Shares" means all of the issued --------------------- and outstanding Series B Senior Convertible Preferred Stock of LaTex, par value $.01 per share. B-3 LaTex Shares. "LaTex Shares" means the LaTex Common Shares, LaTex Series A ------------ Shares and LaTex Series B Shares. LaTex Stockholders. "LaTex Stockholders" means the holders of LaTex Shares ------------------ and holders of Options and Warrants of LaTex from time to time. Leases. "Leases" means oil, gas and mineral leases, oil and gas leases, ------ oil leases, gas leases, other mineral leases, subleases, assignments of operating rights and similar agreements, and any extensions or renewals thereof. Major Non-Producing Leases. "Major Non-Producing Leases" of the Alliance -------------------------- Entities or the LaTex Entities, as the case may be, means all of such group's rights, titles and interests, including leasehold interests, whether direct or indirect, in and to the lands and Leases described in Exhibit A-2 (with respect ----------- to the Alliance Entities) or Exhibit B-2 (with respect to the LaTex Entities), ----------- as appropriate. Major Oil and Gas Interests. "Major Oil and Gas Interests" of Alliance --------------------------- Entities or the LaTex Entities, as the case may be, means (i) the Major Producing Leases of the Alliance Entities or the LaTex Entities, as the case may be, and (ii) the Major Non-Producing Leases of the Alliance Entities or the LaTex Entities, as the case may be. Major Producing Leases. "Major Producing Leases" of the Alliance Entities ---------------------- or the LaTex Entities, as the case may be, means all of such group's rights, titles and interests, whether direct or indirect, in and to the Wells described in Exhibit A-1 (with respect to the Alliance Entities) or Exhibit B-1 (with ----------- ----------- respect to the LaTex Entities) and in and to any Leases (whether or not described in Exhibit A-1 (with respect to the Alliance Entities) or Exhibit B-2 ----------- ----------- (with respect to the LaTex Entities) upon which such Wells have been drilled or which have been pooled or unitized with Leases upon which such Wells have been drilled. Material Effect. "Material Effect" means a material adverse effect on the --------------- business or financial condition of a party and its Subsidiaries taken as a whole. Merger. "Merger" means the merger of Newco with and into LaTex as ------ described in Section 2.1. ----------- Miscellaneous Interests. "Miscellaneous Interests" of the Alliance ----------------------- Entities or the LaTex Entities, as the case may be, means all of such group's claims, rights, titles and interests, whether direct or indirect, in and to all Leases, royalty interests, overriding royalty interests and other oil, gas and mineral properties of every kind and character, whether producing, non- producing, developed or undeveloped, wherever situated (other than its Major Oil and Gas Interests), including without limitation those oil, gas and mineral properties described in Exhibit A-3 (with respect to the Alliance Entities) or ----------- Exhibit B-3 (with respect to the LaTex Entities). - ----------- Alliance. "Alliance" means Alliance Resources Plc, a public limited -------- company incorporated in England and Wales. Alliance Disclosure Schedule. The "Alliance Disclosure Schedule" is the ---------------------------- Disclosure Schedule delivered by Alliance to LaTex contemporaneously with the execution of this Agreement. Each heading in the Alliance Disclosure Schedule shall refer to the applicable section of this Agreement. Alliance Entities. "Alliance Entities" means Alliance and its ----------------- Subsidiaries. B-4 Alliance Financial Statements. The "Alliance Financial Statements" are, ----------------------------- collectively, the audited consolidated financial statements of the Alliance Entities as of and for the year ended April 30, 1995 and the five month period ended September 30, 1995; and the unaudited interim financial statements of the Alliance Entities as of and for the six months ended October 31, 1995. Alliance Interests. "Alliance Interests" means: ------------------ (a) the Major Oil and Gas Interests of the Alliance Entities; (b) the Miscellaneous Interests of the Alliance Entities; and (c) all of the rights, titles and interests, whether direct or indirect, of the Alliance Entities in and to all of the property, rights and interests incident to such Major Oil and Gas Interests or such Miscellaneous Interests, including without limitation all of the rights, titles and interests of the Alliance Entities in and to all Alliance Oil and Gas Contracts, leases, rights- of-way, easements, options, orders and rulings of applicable regulatory agencies, wells, lease and well equipment, machinery, production facilities, processing facilities, gathering systems, transportation systems, disposal systems, fixtures and other items of personal property and improvements now or as of the Closing Date appurtenant to such Major Oil and Gas Interests or such Miscellaneous Interests or used, obtained or held for use in connection with the operation of such Major Oil and Gas Interests or such Miscellaneous Interests or with the production, treatment, sale or disposal of Hydrocarbons or water produced therefrom or attributable thereto. Alliance's Reimbursable Expenses. "Alliance's Reimbursable Expenses" -------------------------------- shall mean all costs and expenses, evidenced by reasonable and customary documentary support, that have been incurred (prior to and following the execution of this Agreement) by, or for which liability has (prior to and following the execution of this Agreement) arisen on the part of the Alliance Entities in connection with (i) the investigation of the LaTex Entities and due diligence conducted by or on behalf of Alliance and (ii) the negotiation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the financing of the Merger), including, without limitation, (A) any financial advisory fees payable by Alliance, (B) amounts payable in respect of legal, financial and accounting services provided by outside advisors to Alliance and (C) other reasonable expenses incurred by Alliance in connection with the Merger. Alliance Reserve Report. "Alliance Reserve Report" means that reserve ----------------------- report with respect to Alliance's Major Oil and Gas Interests effective April 1, 1996, prepared by Ryder Scott Company. Alliance Shares. "Alliance Shares" means all of the issued and --------------- outstanding ordinary shares of (Pounds)0.01 each in the capital of Alliance. Alliance Stockholders. "Alliance Stockholders" means the holders of --------------------- Alliance Shares from time to time. Net Revenue Interest. "Net Revenue Interest" (or "NRI") means the -------------------- decimal interest in and to all production of the Hydrocarbons produced and saved or sold from the Alliance Interests or the LaTex Interests, as the case may be, after giving effect to all valid lessors' royalties, overriding royalties and/or other non-expense bearing burdens against production. Net Revenue Interest After Payout. "Net Revenue Interest After Payout" --------------------------------- ("NRIAPO") means the NRI after any payout occurs in connection with any NRI described in Exhibits A-1 and A-2 (with -------------------- B-5 respect to the Alliance Entities) or Exhibits B-1 and B-2 (with respect to the -------------------- LaTex Entities) to this Agreement. Such payouts are defined and shall occur pursuant to the agreements relating thereto. Net Revenue Interest Before Payout. "Net Revenue Interest Before Payout" ---------------------------------- ("NRIBPO") means the NRI before any payout occurs in connection with any NRI described in Exhibits A-1 and A-2 (with respect to the Alliance Entities) or -------------------- Exhibits B-1 and B-2 (with respect to the LaTex Entities) to this Agreement. - -------------------- Such payouts are defined and shall occur pursuant to the agreements relating thereto. Oil and Gas Contracts. "Oil and Gas Contracts" means all Leases, permits, --------------------- licenses, farmout or farmin agreements, bottom hole or acreage contribution agreements, operating agreements, unit agreements, declarations or orders, joint venture, exploration, participation or acquisition agreements, division orders, production sales, purchase, exchange, processing or transportation agreements and all other contracts and agreements in effect or in existence on the date hereof and affecting or relating to the ownership or operation of the Alliance Interests or the LaTex Interests, as the case may be, or the disposition of the Hydrocarbons produced therefrom. The Oil and Gas Contracts affecting or relating to the Alliance Interests are referred to herein as the "Alliance Oil and Gas Contracts" and the Oil and Gas Contracts affecting or relating to the LaTex Interests are referred to herein as the LaTex Oil and Gas Contracts. Paying Agent. "Paying Agent" means the transfer agent for the Alliance ------------ Shares. Permitted Encumbrances. "Permitted Encumbrances" means (i) lessor's ---------------------- royalties, overriding royalties, division orders and sales contracts covering Hydrocarbons, reversionary interests and similar burdens and all existing operating agreements and unit agreements, if the net cumulative effect of the same does not operate to reduce the Net Revenue Interests of the Alliance Interests or the LaTex Interests, as the case may be, to less than the Net Revenue Interests set forth in Exhibits A-1 and A-2 (with respect to the -------------------- Alliance Entities) or Exhibits B-1 and B-2 (with respect to the LaTex Entities) -------------------- or increase the Working Interests of the Alliance Interests or the LaTex Interests, as the case may be, to more than the Working Interests set forth in Exhibits A-1 and A-2 (with respect to the Alliance Entities) or Exhibits B-1 - -------------------- ------------ and B-2 (with respect to the LaTex Entities) (unless there is a corresponding - ------- increase in the Net Revenue Interests); (ii) any and all federal and state regulatory orders and rules to which the Alliance Interests or the LaTex Interests, as the case may be, are presently subject; (iii) preferential rights to purchase and required third-party consents to assignments and similar agreements; (iv) liens for Taxes not due or not delinquent at the time of Closing or the validity of which are being contested in good faith by appropriate actions; (v) statutory Encumbrances not yet delinquent; (vi) all rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of Leases or interests therein if the same are customarily obtained after such sale or conveyance; (vii) easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or the like; and easements for streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights-of-way, on, over or in respect of any of the Alliance Interests or the LaTex Interests, as the case may be; (viii) liens of operators relating to obligations not yet due or not delinquent; (ix) title problems commonly encountered in the oil and gas business which would not be considered material by a reasonable and prudent person engaged in the business of the ownership, development and operating of oil and gas properties with knowledge of all the facts and appreciation of their legal significance; and (x) Encumbrances described in Exhibit A-1, A-2 and A-3 (with respect to the Alliance Entities) ------------------------ or Exhibit B-1, B-2 and B-3 (with respect to the LaTex Entities). ------------------------ Plan. "Plan" means (i) any employee benefit plan as defined in Section ---- 3(3) of ERISA, which is (a) maintained by a party or any of its Subsidiaries, or (b) to which a party or any of its Subsidiaries B-6 is making or accruing an obligation to make contributions, or (ii) any other formal or informal obligation to, arrangement with, or plan or program for the benefit of, employees of a party or any of its Subsidiaries, including, but not limited to, stock options, stock bonuses, stock purchase agreements, bonuses, incentive compensation, deferred compensation, supplemental pensions, vacations, severance pay, insurance or any other benefit, program or practice. Securities Act. "Securities Act" means the Securities Act of 1933, as -------------- amended, or any successor statute. Subsidiary and Subsidiaries. "Subsidiary" or "Subsidiaries" means any --------------------------- corporation more than fifty percent (50%) of the voting power of which is owned directly or indirectly by a party or other relevant person, as the context requires, other than the Excluded Entities with respect to LaTex. Surviving Corporation. "Surviving Corporation" is as defined in Section --------------------- ------- 2.1. - --- Taxes. "Taxes" means all taxes, charges, fees, levies, duties or other ----- assessments, including, without limitation, income, gross receipts, excise, ad valorem, property, production, severance, sales, use, license, payroll and franchise taxes, imposed by any Governmental Entity and includes any estimated tax, interest and penalties or additions to tax. Tax Return. "Tax Return" means a report, return or other information ---------- required to be supplied by a party comprising a part of the Alliance Entities or the LaTex Entities, as the case may be, to a Governmental Entity in connection with Taxes including, where permitted or required, combined or consolidated returns for any group of entities that includes that entity. Warrants. "Warrants" means those warrants to purchase up to 3,034,750 -------- LaTex Common Shares pursuant to publicly and privately issued warrants. Wells. "Wells" means the wells described in Exhibit A-1 (with respect to ----- ----------- the Alliance Entities) or Exhibit B-1 (with respect to the LaTex Entities), as ----------- appropriate. The Wells of the Alliance Entities are referred to herein as "Alliance's Wells" and the Wells of the LaTex Entities are referred to herein as "LaTex's Wells." Working Interest. "Working Interest" ("WI") means the decimal interest in ---------------- the full and entire leasehold estate in any of the Alliance Interests or the LaTex Interests, as the case may be, and all rights and obligations of every kind and character pertinent thereto or arising therefrom, without regard to any valid lessor royalties, overriding royalties and/or other burdens against production insofar as interest in said leasehold is burdened with the obligation to bear and pay the cost of exploration, development and operation. Working Interest After Payout. "Working Interest After Payout" ("WIAPO") ----------------------------- means the WI after any payout occurs in connection with any WI described in Exhibits A-1 and A-2 (with respect to the Alliance Entities) or Exhibits B-1 - -------------------- ------------ and B-2 (with respect to the LaTex Entities) to this Agreement. Such payouts - ------- are defined and shall occur pursuant to the agreements relating thereto. Working Interest Before Payout. "Working Interest Before Payout ("WIBPO") ------------------------------ means the WI before any payout occurs in connection with any WI described in Exhibits A-1 and A-2 (with respect to the Alliance Entities) or Exhibits B-1 - -------------------- ------------ and B-2 (with respect to the LaTex Entities) to this Agreement. Such payouts are --- defined and shall occur pursuant to the agreements relating thereto. B-7 2. The Merger. ---------- 2.1 The Merger. Subject to the terms and conditions of this Agreement, at ---------- the Effective Time, Newco shall be merged with and into LaTex and the separate corporate existence of Newco shall cease (the "Merger"). LaTex shall be the surviving corporation in the Merger (sometimes referred to as the "Surviving Corporation") and shall continue to be governed by the laws of the State of Delaware, and the separate corporate existence of LaTex with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth below in this Article 2. The Merger shall have the --------- effects specified in the DGCL. 2.2 Effective Time. On the Closing Date, LaTex and Alliance will cause a -------------- Certificate of Merger (the "Certificate of Merger") to be executed and filed with the Secretary of State of Delaware as provided in Section 251 of the DGCL to reflect the Merger. The Merger shall become effective at the date and time at which the Certificate of Merger is duly filed with the Secretary of State of Delaware, and such time is referred to in this Agreement as the "Effective Time." 2.3 The Certificate of Incorporation. The Certificate of Incorporation of -------------------------------- LaTex in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, until duly amended in accordance with the terms thereof and the DGCL. 2.4 The Bylaws. The Bylaws of LaTex in effect at the Effective Time shall ---------- be the Bylaws of the Surviving Corporation, until duly amended in accordance with the terms thereof and the DGCL. 2.5 Officers and Directors. The officers and directors of Newco at the ---------------------- Effective Time shall be the officers and directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws. 2.6 Conversion or Cancellation of LaTex Shares and Newco Shares. The ----------------------------------------------------------- LaTex Shares shall be cancelled and the Newco Shares shall be converted in the Merger as follows: (a) At the Effective Time, (i) each LaTex Common Share issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and the holder shall, in consideration of such cancellation, become entitled to the allotment of 0.8806 Alliance Shares; (ii) each LaTex Series A Share issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and the holder shall, in consideration of such cancellation, become entitled to the allotment of 2.6445 Alliance Shares; (iii) each LaTex Series B Share issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and the holder shall, in consideration of such cancellation, become entitled to the allotment of 5.8709 Alliance Shares; (iv) each Warrant outstanding at the signing of this Agreement, and remaining outstanding at the Effective Time, whether or not then exercisable or vested, shall be cancelled B-8 and the holders shall, in consideration of such cancellation, become entitled to receive a new warrant issued by Alliance pursuant to which the holder will have the right to subscribe for, in accordance with the terms and subject to the conditions of the existing Warrant, that number of Alliance Shares as the holder would have been entitled to receive had the holder exercised the existing Warrant immediately prior to the Closing Date, but only in accordance with the terms and conditions of the existing Warrant, with the result that, immediately after the Effective Time, the persons who held LaTex Shares (including those who receive LaTex Shares in consideration for the cancellation of outstanding options to purchase LaTex Shares) shall hold 21,448,520 Alliance Shares, constituting 72% of the Alliance Shares then outstanding (including the 237,500 post-reverse split Alliance Shares issuable upon exercise of the options approved for management of Alliance) and the holders of Warrants shall have the right to subscribe an additional 0.8806 Alliance Shares for each LaTex Common Share subject to the Warrants, pursuant to replacement warrants to be issued by Alliance under the provisions of Section ------- 2.6(a)(iv), subject, in each case, to appropriate adjustments to reflect the - ----------- reverse stock split referred to in Section 2.10(c). --------------- (b) By virtue of the Merger and without any action on the part of the holders thereof, all LaTex Shares and all Warrants shall no longer be outstanding and shall be canceled and shall cease to exist and each holder of a certificate representing LaTex Shares or an agreement representing Warrants shall thereafter cease to have any rights with respect to such LaTex Shares or such Warrants, and in consideration therefor shall be entitled to receive the Alliance Shares specified in this Section upon the surrender of the certificate representing the LaTex Shares as provided in Section 2.7, or the new warrant ----------- issued by Alliance upon the surrender of the agreement with respect to the Warrant as provided in Section 2.7 or the right, if any, to receive payment from ----------- from the Surviving Corporation of the "fair value" of such LaTex Shares as determined in accordance with Section 262 of the DGCL. This Agreement shall effect an amendment to the Certificate of Incorporation of LaTex with the effects described in this Article 2, and approval of this Agreement by holders --------- of LaTex Shares shall constitute approval of such amendments. Until such surrender, no dividend or other distribution, if any, payable to holders of record of Alliance Shares as of any date on or after the Closing Date shall be paid to the holder of certificates representing LaTex Shares but upon surrender of certificates representing the LaTex Shares as provided in Section 2.7, such ----------- holder shall be entitled to receive all dividends and other distributions, if any, without interest, that have become payable subsequent to the Effective Time with respect to the number of Alliance Shares such holder is to receive. (c) At the Effective Time, each Newco Share issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Newco or the holder of such Shares, be converted into one share of common stock of the Surviving Corporation. 2.7 Payment for LaTex Shares; New Warrants. -------------------------------------- (a) Alliance shall, with effect from the Effective Time, allot the new Alliance Shares to the holders of LaTex Shares which allotment shall be conditioned on the relevant holders of LaTex Shares complying with Section 2.7 ----------- (b) and shall make available or cause to be made available to the Paying Agent - --- at the Effective Time certificates in respect of the Alliance Shares sufficient to enable the Paying Agent to deliver the necessary certificates in respect of the Alliance Shares to the holders of LaTex Shares as required by Section 2.6. ----------- (b) On or after the Closing Date, each person who is at the Effective Time a holder of record of issued and outstanding LaTex Shares may deliver to the Paying Agent a letter of transmittal B-9 in a form suitable to the Paying Agent duly executed and completed in accordance with the instructions thereto, together with such holders' certificates representing such LaTex Shares, and Alliance shall cause the Paying Agent to deliver to such holders certificates in respect of the Alliance Shares and any dividends or distributions thereon to which such holders are then entitled. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Alliance shall promptly cause to be delivered to the persons entitled thereto certificates in respect of the Alliance Shares and any dividends or distributions thereon to which such persons are then entitled. (c) Fractional Alliance Shares will not be issued to any person. In lieu of issuing a fractional Alliance Share to any person, Alliance will round the number of Alliance Shares to be issued to each person to the nearest whole number of Alliance Shares. (d) If Alliance Shares are to be issued to a person other than the registered holder of the certificates surrendered, it shall be a condition of such issue that the certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of the certificates surrendered or establish to the satisfaction of Alliance or the Paying Agent that such tax has been paid or is not applicable. (e) Sixty (60) days following the Effective Time, Alliance shall be entitled to cancel the allotment of Alliance Shares and to cause the Paying Agent to deliver to Alliance the share certificates in respect of any Alliance Shares made available to the Paying Agent that have not been delivered to holders of certificates formerly representing LaTex Shares outstanding at the Effective Time, and thereafter, such holders shall be entitled to look to Alliance only as general creditors thereof with respect to the issue of Alliance Shares and any dividends or distributions thereon upon due surrender of their certificates or agreements. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing LaTex Shares for any Alliance Shares or any dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Alliance shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Alliance Shares for LaTex Shares. (f) On or after the Closing Date, each person who is at the Effective Time a holder of record of issued and outstanding Warrants may deliver to Alliance the agreements representing such Warrants and Alliance shall deliver to such holders an agreement representing the new warrants to purchase Alliance Shares on the terms of, and as provided by, Section 2.6(a)(iv). 2.8 Dissenters' Rights. ------------------ (a) Notwithstanding anything in this Agreement to the contrary, LaTex Shares that are issued and outstanding immediately prior to the Effective Time and that are held by LaTex Stockholders who have delivered a written demand for appraisal of such LaTex Shares in the manner provided in Section 262 of the DGCL (the "Dissenting Shares") shall not be cancelled and the holders thereof shall not receive the right to receive the consideration provided in Section 2.6(a), -------------- unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost the right to appraisal and payment under the DGCL, as the case may be. If such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, the LaTex Shares shall thereupon be deemed to have been cancelled and the holders thereof to have become entitled, with effect from the Effective Time, to receive the consideration specified in Section 2.6. - ----------- B-10 (b) LaTex promptly shall give Alliance notice of any demand made by or on behalf of any dissenting LaTex Stockholder to be paid the "fair value" of the LaTex Stockholder's LaTex Shares, as provided in Section 262 of the DGCL, and the Surviving Corporation shall thereupon have sole and exclusive rights to conduct and resolve, in its sole discretion, all negotiations proceedings and ultimate disposition with respect to any such demands in any manner that the Surviving Corporation may elect. All such payments shall be made solely by the Surviving Corporation and shall not be made by, nor shall Alliance reimburse the Surviving Corporation for, such payments. 2.9 Transfer of LaTex Shares After the Effective Time. No transfers of ------------------------------------------------- LaTex Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time. If, after the Effective Time, certificates formerly representing LaTex Shares are presented to the Surviving Corporation, they shall be canceled and the holders thereof shall instead be entitled to be issued Alliance Shares as provided in this Article 2. --------- 2.10 Approval of the Stockholders and Registration. --------------------------------------------- (a) As soon as reasonably practicable after the date of this Agreement, LaTex will, in compliance with all applicable state and federal laws, and in form and substance satisfactory to Alliance, file with the Commission solicitation material necessary, and use its best efforts, after effectiveness of the registration statement referred to in Section 2.10(b), to obtain the --------------- approval of the LaTex Stockholders to the Merger. The materials sent by LaTex in connection with the approval of the LaTex Stockholders will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Alliance agrees to furnish to LaTex all information (which shall meet the standard of the preceding sentence) reasonably requested by LaTex in connection with preparing such materials. The materials shall in form and substance be satisfactory to Alliance and shall include all information regarding the Alliance Entities required by applicable law to inform holders of the LaTex Shares of all necessary information concerning the Merger and of their appraisal rights under the DGCL. LaTex agrees to use its best efforts to cooperate with Alliance in soliciting the approval of the LaTex Stockholders to the Merger as soon as is reasonably practicable. Subject to compliance with their fiduciary duties in connection with an Alternative Transaction as described in Section 6.9 as advised in ----------- writing by outside counsel, the board of directors of LaTex shall recommend approval by the LaTex Stockholders of the Merger, without reservation or qualification. (b) As soon as reasonably practicable after the date of this Agreement, Alliance will, in compliance with all applicable state and federal laws, and in form and substance satisfactory to LaTex, file with the Commission and applicable state authorities, and use its best efforts to obtain the effectiveness of, a registration statement relating to the issuance of the Alliance Shares in the Merger. The filing may be made in conjunction with the filing by LaTex of solicitation material for the LaTex Stockholders. The materials filed by Alliance will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. LaTex agrees to furnish to Alliance all information (which shall meet the standard of the preceding sentence) reasonably requested by Alliance in connection with preparing such materials. The materials shall in form and substance be satisfactory to LaTex and shall include all information regarding the Alliance Entities required by applicable law to inform holders of the LaTex Shares of all necessary information concerning the Merger and of their appraisal rights under the DGCL. (c) As soon as reasonably practicable after the date of this Agreement, Alliance will, in compliance with all applicable laws, and in form and substance satisfactory to LaTex, file with London B-11 Stock Exchange Limited solicitation materials reasonably necessary, and use its best efforts, to obtain the approval of the Alliance Stockholders to the Merger, to the issue of the new Alliance Shares and to a 40 to one reverse stock split of the Alliance Shares. The materials sent by Alliance in connection with the approval of Alliance Stockholders will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. LaTex agrees to furnish to Alliance all information (which shall meet the standard of the preceding sentence) reasonably requested by Alliance in connection with preparing such materials. The materials shall in form and substance be satisfactory to LaTex and shall include all information regarding the LaTex Entities required by applicable law or regulation to inform holders of the Alliance Shares of all necessary information concerning the Merger and the reverse stock split. Alliance agrees to use its best efforts in soliciting the approval of the Alliance Stockholders to the Merger and the reverse stock split as soon as is reasonably practicable. Subject to compliance with their fiduciary duties in connection with an Alternative Transaction as described in Section 7.8 as advised in writing by outside ----------- counsel, the board of directors of Alliance shall recommend approval by the Alliance Stockholders of the Merger and the reverse stock split, without reservation or qualification. 2.11 Restructuring Option. At any time on or before September 15, 1996, -------------------- Alliance shall have the right (but not the obligation) to elect to restructure the Merger and the transaction contemplated thereby in a manner determined by Alliance with the consent of LaTex, which consent will not be unreasonably withheld, and which restructured transaction will include the following: (a) the LaTex Stockholders (excluding holders of LaTex Warrants) will, immediately prior to the completion of the transaction, hold 72% of the equity, and the Alliance Stockholders and the holders of Alliance options will, immediately prior to the completion of the transaction, hold 28% of the equity, and (b) the matters to be addressed in the opinion described in Section 9(k) will be true and correct as ------------ of the closing of such restructured transaction. Furthermore, such restructured transaction will, to the extent reasonably practical, otherwise contain the terms reflected in this Agreement. Upon Alliance's timely exercise of its rights under this Section, the parties shall promptly execute such documents and agreements and shall take such other action as may be necessary or appropriate to effect such restructuring. 3. The Closing. ----------- 3.1 Time and Place of Closing. The closing of the Merger (the "Closing"), ------------------------- shall, unless otherwise agreed to in writing by the parties, take place at the offices of Jenkens & Gilchrist, P.C., 1445 Ross Avenue, Suite 3200, Dallas, Texas at 10:00 a.m., local time, on the Closing Date. 3.2 Obligations of LaTex at or Prior to the Closing. At or prior to the ----------------------------------------------- Closing, LaTex shall deliver to Alliance the following: (a) A copy of the charters of each of the LaTex Entities certified as of a date within ten days of the Closing Date by the Secretary of State of the state of incorporation of each of the respective entities and certified by the respective corporate secretary as to the absence of any amendments between the date of certification by the respective Secretary of State and the Closing Date; (b) A certificate from the appropriate governmental officials of the state of incorporation as to the existence and good standing of each of the LaTex Entities and the payment of Taxes by each of the LaTex Entities as of a date within ten days of the Closing Date, and, if available, a telecopy from such officials as to the same matters dated the business day before the Closing Date; B-12 (c) A certificate of the corporate secretary of each of the LaTex Entities attaching thereto a true and correct copy of the bylaws of the respective entity; (d) A certificate of the corporate secretary of LaTex attaching copies of the resolutions of the board of directors and the LaTex Stockholders approving the Merger; (e) The Certificate of Merger duly executed on behalf of LaTex; (f) The certificate of an officer of LaTex referred to in Section 8(b); ------------ (g) The agreement from each of the Affiliates of LaTex relating to his, her or its investment in the Alliance Shares referred to in Section 8(d); ------------ (h) The opinion of LaTex's counsel referred to in Section 8(e); ------------ (i) All contracts, contract amendments, LaTex Oil and Gas Contracts, commitments, leases, books, records, files and other data relating to any of the LaTex Entities and their assets then in the possession of the LaTex Stockholders; (j) All consents or approvals of any third party that are required to be identified pursuant to Section 4.4; and ----------- (k) Such other documents as are required pursuant to this Agreement or as may reasonably be requested from LaTex by Alliance or its counsel. 3.3 Obligations of Alliance and Newco at or Prior to the Closing. At or ------------------------------------------------------------ prior to the Closing, Alliance shall deliver to LaTex the following: (a) a copy of the Memorandum and Articles of Association (and all amendments thereto, if any) of Alliance and each of Alliance's U.K. Subsidiaries certified by the corporate secretary as to the absence of any amendments as of the Closing Date; (b) a copy of the charters of Newco and each of Alliance's Subsidiaries not included in Section 3.3(a) certified as of a date within ten days of the -------------- Closing Date by the appropriate governmental officials of the jurisdiction of organization of each of the respective entities and certified by the respective corporate secretary as to the absence of any amendments between the date of certification by the governmental official and the Closing Date; (c) A certificate from the appropriate governmental officials of the jurisdiction of organization of Newco and each of Alliance's Subsidiaries not included in Section 3.3(a) as to the existence and good standing of such -------------- Subsidiary as of the date within ten days of the Closing Date, and, if available, a telecopy from such officials as to the same matters dated the business day before the Closing Date; (d) A certificate of the corporate secretary of each of Alliance and Newco attaching copies of corporate resolutions duly adopted by the board of directors and stockholders of each of them approving the Merger, the issue of new Alliance Shares, the reverse stock split and authorizing the consummation of the transactions contemplated hereby; (e) The Certificate of Merger duly executed on behalf of Newco; B-13 (f) The certificate of an officer of Alliance and Newco referred to in Section 9(b); - ------------ (g) The opinions of Alliance's and Newco's counsel referred to in Section 9(d); - ------------ (h) All consents or approvals of any third party that are required to be identified pursuant to Section 5.4; ----------- (i) Such other documents as are required pursuant to this Agreement or as may reasonably be requested from Alliance by LaTex or its counsel. 4. Representations, Warranties and Covenants of LaTex. Except as expressly -------------------------------------------------- set forth and specifically identified by section number of this Agreement in the LaTex Disclosure Schedule, LaTex represents, warrants and covenants to Alliance and Newco, on the date hereof and as of the Closing Date, as follows: 4.1 Corporate Organization. ---------------------- (a) Each of the LaTex Entities is a corporation duly organized and validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation. Each of the LaTex Entities has the requisite corporate power and authority to carry on its business as now being conducted and to own, lease and operate its property and assets, and each of the LaTex Entities is duly qualified or licensed to do business and is in good standing in every jurisdiction in which the failure to be so qualified and licensed could have a Material Effect. Section 4.1 of the LaTex Disclosure Schedule sets forth -------------------------------------------- the name and state of incorporation of each of the LaTex Entities and each state in which each of them is qualified or licensed to do business. LaTex has heretofore delivered to Alliance true, correct and complete copies of each of the LaTex Entities' respective Certificate of Incorporation and Bylaws as presently in effect. (b) Section 4.1 of the LaTex Disclosure Schedule sets forth a complete -------------------------------------------- list of the present officers and directors of each of the LaTex Entities. 4.2 Capitalization. -------------- (a) The authorized, issued and outstanding capital stock of each of the LaTex Entities is as set forth in Section 4.2 of the LaTex Disclosure ----------------------------------- Schedule. All of the issued shares of each of the LaTex Entities are validly - -------- issued, fully paid and nonassessable and none of such shares have been issued in violation of the preemptive rights of any person. (b) There are no (i) shares of capital stock or other securities bearing voting or other equity rights, whether contingent or not, of any of the LaTex Entities outstanding; (ii) outstanding subscriptions, puts, options, warrants or other rights, contractual or otherwise, to purchase or acquire any capital stock of any of the LaTex Entities; or (iii) contracts, commitments, understandings, arrangements or restrictions by which any of the LaTex Entities is or may become bound to issue any additional equity interests or any options or rights with respect thereto, or any securities convertible into any equity interests. (c) The issued and outstanding stock of LaTex owned by the directors, executive officers and 5% or greater stockholders of LaTex is owned of record, and to the knowledge of LaTex, beneficially, as described in Section 4.2 of -------------- the LaTex Disclosure Schedule. LaTex owns all of the issued - ----------------------------- B-14 and outstanding stock of each of its Subsidiaries, directly or indirectly, free and clear of all Encumbrances. Except for its Subsidiaries, neither LaTex nor any of its Subsidiaries owns or holds any equity, debt or other interest in any entity or business or any option to acquire any such interest, except for accounts receivable that have arisen in the ordinary course of business. 4.3 Authority; No Violation. ----------------------- (a) The execution and performance of this Agreement by LaTex have been duly and validly authorized by the board of directors of LaTex and, except for the approval of the LaTex Stockholders, no other corporate action is necessary to authorize the execution, delivery and performance of this Agreement by LaTex. LaTex has full, absolute and unrestricted right, power and authority to execute and perform this Agreement and, subject to the approval by the LaTex Stockholders, to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed by LaTex and, subject to approval by the LaTex Stockholders, is a valid and binding obligation of LaTex, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, reorganization, receivership or similar laws affecting the rights of creditors generally. (b) None of the execution, delivery or performance of this Agreement does or will, after the giving of notice, lapse of time or otherwise, (i) result in any violation of or be in conflict with or constitute a default under any term or provision of the Certificate of Incorporation or Bylaws of any of the LaTex Entities of or any term or provision of any judgment, decree, order, statute, injunction, rule or regulation applicable to any of the LaTex Entities, or of any material note, bond, mortgage, indenture, lease, license, franchise, agreement or other instrument or obligation to which any of the LaTex Entities is bound; (ii) result in the creation of any material Encumbrance upon LaTex Shares, the securities of the Surviving Corporation or any of the properties or assets of the LaTex Entities pursuant to any such term or provision; or (iii) constitute a material default under or give any party the right to accelerate, amend or modify, terminate, abandon or refuse to perform or comply with, any material contract, agreement, arrangement, commitment or plan to which any LaTex Entities is a party, or by which any of the LaTex Entities or any of their rights, properties or assets may be subject or bound. 4.4 Consents and Approvals. No consent, waiver, approval or ---------------------- authorization of, or declaration, designation, filing, registration or qualification with, any Governmental Entity or any third party, is required to be made or obtained by the LaTex Entities in connection with the execution, delivery and performance of this Agreement or to preserve any material rights and benefits enjoyed by any of the LaTex Entities on the date hereof following the consummation of the transactions contemplated by this Agreement except (a) those that have already been obtained or (b) those specifically contemplated by this Agreement. 4.5 Violations of Laws, Permits, etc. --------------------------------- (a) None of the LaTex Entities is in violation of any term or provision of its Certificate of Incorporation or Bylaws. None of the LaTex Entities is in violation of any term or provision of any judgment, decree, order, statute, injunction, rule, ordinance or regulation applicable to it, or of any agreement or instrument applicable to such entity where the violation thereof would result in a Material Effect. (b) Each of the LaTex Entities holds and has maintained in full force and effect all certificates, licenses and permits material to the conduct of its business, and has not received any B-15 notification that any revocation or limitation thereof is threatened or pending where such revocation or limitation would result in a Material Effect. 4.6 LaTex Financial Statements. -------------------------- (a) In all material respects the consolidated LaTex Financial Statements fairly present the consolidated assets, liabilities and financial position of the respective entities purported to be covered thereby as of the dates thereof and the results of their operations and cash flow for the respective periods ended on such dates, all in conformity with GAAP consistently applied, except that the April 30, 1996 unaudited interim financial statements do not contain footnotes (that, if presented, would not differ materially from those in the audited LaTex Financial Statements) and are subject to normal, recurring year- end adjustments (which will not, individually or in the aggregate, have a Material Effect). (b) The LaTex Financial Statements were prepared from the books and records of each of the respective entities purported to be covered thereby. Such LaTex Financial Statements do not contain any items of a material special or nonrecurring nature, except as expressly noted in such statements. 4.7 No Undisclosed Liabilities, etc. None of the LaTex Entities has any -------------------------------- material liabilities or obligations, whether direct, indirect, absolute or contingent (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), except (a) liabilities that are fully reflected on or reserved against on the latest balance sheet of such entity included in the LaTex Financial Statements or (b) liabilities incurred in the ordinary course of business since the date of the latest balance sheet included in the LaTex Financial Statements that are consistent with past practice. 4.8 Absence of Certain Changes. Since the date of the latest audited -------------------------- LaTex Financial Statement, except as specifically disclosed in the April 30, 1996 unaudited interim consolidated LaTex Financial Statements, none of the LaTex Entities has: (a) Suffered any change that would result in a Material Effect; (b) Adopted or made any change in any pension, retirement, profit sharing or other employee benefit plan or arrangement; (c) Borrowed or agreed to borrow any money or incurred, assumed or become subject to, whether directly or by way of guarantee or otherwise, any other material obligation or liability for borrowed money, whether absolute or contingent; (d) (i) Issued, purchased or redeemed any of its capital securities or any option, warrant or right to purchase any of the same; or (ii) authorized, declared or made any dividends, distributions of earnings or capital on, or splits or any other reclassification of its equity securities; (e) Mortgaged, pledged or subjected to any Encumbrance any of its assets, tangible or intangible, having a value in excess of $25,000 in the aggregate; (f) Acquired or disposed of, or entered into any agreement to acquire or dispose of, any material assets or properties, other than oil and gas production in the ordinary course of business, or other assets having a value in excess of $25,000 in the aggregate; B-16 (g) Increased the salaries, compensation, pension or other benefits payable, or paid any bonuses, to its officers and directors or their Affiliates; (h) Forgiven or canceled any debts or claims or waived any rights against the LaTex Stockholders or any officer or director of the LaTex Entities or their Affiliates or forgiven or canceled any debts or claims or waived any rights against any other person in excess of $25,000 in the aggregate; (i) Entered into, terminated or received notice of the termination of any commitment, contract, agreement or transaction that is material to any of the LaTex Entities; or 4.9 Agreed, either in writing or otherwise, to take any action described in this Section 4.8. ----------- (a) Title to Property; Encumbrances. ------------------------------- (a) The LaTex Entities, either directly or indirectly, have (and as of the Closing will have) good and defensible title to the LaTex Interests. (b) The LaTex Entities own no real property other than the LaTex Interests. Section 4.29 of the LaTex Disclosure Schedule sets forth a --------------------------------------------- complete list of all real property other than the LaTex Interests that the LaTex Entities lease or sublease, and which lease or sublease provides for payments at an annual rate in excess of $25,000. LaTex has delivered to Alliance correct and complete copies of all such leases and subleases (the "LaTex Real Property Leases"). With respect to each such Real Property Lease: (i) each LaTex Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (ii) each LaTex Real Property Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) to the knowledge of the LaTex Entities, no party to any LaTex Real Property Lease is in breach or default and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder; (iv) to the knowledge of the LaTex Entities, no party to any LaTex Real Property Lease has repudiated any provision thereof; (v) to the knowledge of the LaTex Entities, there are no disputes, oral agreements or forbearance programs in effect as to any LaTex Real Property Lease; (vi) with respect to each sublease included as a LaTex Real Property Lease, the representations and warranties set forth in subsections (i) and (v) above are true and correct with respect to the underlying lease; (vii) none of the LaTex Entities has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold ; (viii) to the knowledge of the LaTex Entities, all facilities leased or subleased thereunder have received all approvals of all Governmental Entities (including licenses and permits) required in B-17 connection with the operation thereof and have been operated and maintained in accordance with applicable laws and regulations; (ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (x) to the knowledge of the LaTex Entities, the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy or value or the marketability of title, of the property subject thereto. (c) The LaTex Entities, either directly or indirectly, have (and as of the Closing will have) good and defensible title to and other legal right to use all properties and assets, real, personal and mixed, tangible and intangible (other than the LaTex Interests), reflected as owned on the latest balance sheet included in the LaTex Financial Statements of the relevant entity or acquired after the date of such balance sheet, except for properties and assets disposed of in accordance with customary practice in the business or disposed of for full and fair value since the date of such balance sheet in the ordinary course of business consistent with past practice and except for matters that would not have a Material Effect. (d) There are no properties (real, personal or mixed, tangible or intangible) owned by any LaTex Stockholders or any Affiliate of the LaTex Stockholders that are used in the normal day-to-day operations of the LaTex Entities as conducted prior to the Closing Date. (e) The properties and assets described in (a), (b) and (c) above are free and clear of any and all Encumbrances, except the Permitted Encumbrances. 4.10 Proceedings Affecting LaTex Interests. There is no action, ------------------------------------- proceeding, investigation, inquiry, claim or demand pending or, to the knowledge of the LaTex Entities, threatened that is likely to result in the material impairment or loss of any of the LaTex Entities' title to any part of the LaTex Interests or that might hinder or impede in any material respect the use, operation or value of the LaTex Interests and LaTex shall promptly notify Alliance of any such suit, action, investigation, inquiry, claim or demand arising or threatened prior to the Closing with respect to which LaTex receives notice. To the knowledge of the LaTex Entities, there are no facts, events or conditions existing with respect to operations or conditions of the LaTex Interests which are reasonably likely to hinder or impede the use, operation or value of the LaTex Interests in any material respect or which are reasonably likely to form the basis of a claim of any party against any of the LaTex Entities or any of their assets that would result in a Material Effect. 4.11 LaTex Oil and Gas Contracts. --------------------------- (a) To the knowledge of the LaTex Entities, all of the Leases included in the LaTex Interests are in full force and effect and are the valid and legally binding obligations of the parties to those agreements and are enforceable in all material respects in accordance with their respective terms. (b) To the knowledge of the LaTex Entities, none of the LaTex Entities is in material breach or default with respect to any of its representations, warranties or obligations pursuant to any of the LaTex Oil and Gas Contracts or with respect to any regulations incorporated in or governing the LaTex Oil and Gas Contracts. B-18 (c) To the knowledge of the LaTex Entities, all payments (including royalties, delay rentals, shut-in royalties, payments due under unit or operating agreements but excluding royalties held in suspense and good faith by the LaTex Entities for a justifiable purpose) due under the Leases included in the LaTex Interests have been properly and timely made; all conditions necessary to keep such Leases in force have been fully performed; and no notices have been received by the LaTex Entities of any claim to the contrary. (d) To the knowledge of the LaTex Entities, there are no obligations to engage in continuous development operations in order to maintain any Lease included in the LaTex Interests in force and effect. (e) To the knowledge of the LaTex Entities, the execution and delivery of this Agreement and the consummation of the transaction as contemplated by this Agreement will not result in a material breach of, constitute a material default under, result in a material violation of or entitle any party to a right of first refusal or preferential right to purchase under any of the LaTex Oil and Gas Contracts. (f) To the knowledge of the LaTex Entities, the LaTex Entities have fulfilled all material requirements for filings, certificates, disclosures of parties in interest and other similar matters contained in (or otherwise, by law, rule or regulation, applicable to) the Leases included in the LaTex Interests and are fully qualified to own and hold all such Leases. 4.12 Operations. ---------- (a) To the knowledge of the LaTex Entities, the LaTex Interests are being developed, operated and maintained in material compliance with the LaTex Oil and Gas Contracts. In operating the LaTex Interests, the LaTex Entities are not dependent on the right to use the property of others, except under valid and enforceable agreements, rights or other arrangements included in the LaTex Oil and Gas Contracts. (b) Since April 30, 1996, none of the LaTex Entities, directly or indirectly, has operated or in any manner dealt with, incurred obligations with respect to, or undertaken any transactions relating to, the LaTex Interests other than in the ordinary course of business consistent with past practice or other than sales of property in any single transaction having a value of less than $25,000, and, to the knowledge of the LaTex Entities, the LaTex Interests have not suffered any destruction, damage, or loss (except depreciation of equipment through ordinary wear and tear) that would result in a Material Effect. (c) To the knowledge of the LaTex Entities, there are no outstanding authorities for expenditures ("AFEs") covering work in progress or work not yet started covering the LaTex Interests. Prior to Closing, LaTex will provide Alliance with an updated listing of similar information concerning AFEs outstanding as of a date not more than three (3) business days prior to Closing. (d) To the knowledge of the LaTex Entities, no condition, obligation or other circumstance, including any prior overproduction under a gas balancing agreement, exists that would adversely affect the right of the LaTex Entities to receive their full share of production and full payment of proceeds from the sale of Hydrocarbons produced from any of the LaTex Interests. 4.13 No Reversionary Interests. To the knowledge of the LaTex Entities, ------------------------- the LaTex Interests are not subject to any reversionary, back-in or similar rights, the exercise of which would reduce the LaTex's Entities' Net Revenue Interests to less than the Net Revenue Interests set forth in Exhibits B-1 and ---------------- B-2. - --- B-19 4.14 Sales and Transportation Agreements. There are no material crude ----------------------------------- oil and condensate sales, arrangements or gas purchase and sales agreements or division orders relating to the LaTex Interests (collectively "LaTex Sales Agreements") and no material transportation agreements relating to the LaTex Interests that cannot be terminated by the LaTex Entities upon 60 days' or less notice without penalty or detriment to the LaTex Entities. There are no LaTex Sales Agreements pursuant to which Hydrocarbons are being sold at less than the prevailing market price therefor. 4.15 Tax Partnerships. None of the LaTex Entities have filed any federal ---------------- or state income tax returns identifying the LaTex Interests as held by any tax partnership. 4.16 Prepayments. To the knowledge of the LaTex Entities, there exists ----------- no material imbalance regarding production taken or marketed from any Lease included in the LaTex Interests or otherwise affecting any of the LaTex Entities which could result in (i) a portion of its interest in production therefrom to be taken or delivered after the Closing Date without the applicable entity receiving full payment therefor and at the price it would have received absent such imbalance; or (ii) the applicable entity being obligated to make payment to any person or entity as a result of such imbalance; or (iii) production being shut-in or curtailed after the Closing Date due to non-compliance with allowables, production quotas, proration rules or similar orders or regulations of a Governmental Entity; and none of the LaTex Entities is obligated, by virtue of any prepayment arrangement take-or-pay agreement or similar arrangements to deliver Hydrocarbons produced from the LaTex Interests at some future time without then receiving full payment therefor in all material respects. 4.17 Production Sales Contracts. To the knowledge of the LaTex Entities, -------------------------- the buyers under all production sales contracts pursuant to which any of the LaTex Entities is selling crude oil or natural gas or constituents thereof produced from the Leases included in the LaTex Interests are in compliance in all material respects with all the material terms of such contracts and none of the LaTex Entities has received a notice from any such buyer of such party's intention or desire to modify, renegotiate or repudiate any such contract or any of the material terms thereof. 4.18 Calls. To the knowledge of the LaTex Entities, no person has any ----- call upon, option to purchase, or similar right to purchase any portion of the Hydrocarbons from the LaTex Interests at a price less than the prevailing market price therefor. 4.19 Reserve Reports. With respect to such LaTex Reserve Report, (a) the --------------- information furnished by the LaTex Entities to the reserve engineers in connection with the preparation of the LaTex Reserve Report was true and correct in all material respects; (b) to the knowledge of the LaTex Entities, the assumptions utilized in the preparation of the LaTex Reserve Report are reasonable in light of the properties involved; (c) to the knowledge of the LaTex Entities, the calculations and other methodology utilized in the preparation of the LaTex Reserve Report are consistent with generally accepted standards of petroleum reservoir engineering at the dates of their preparation; (d) none of the LaTex Entities have any knowledge that the oil, condensate, natural gas liquids and gas reserves attributable to the LaTex Interests as of the date of the LaTex Reserve Report are materially less than the estimates of quantities of those reserves shown in the LaTex Reserve Report; (e) none of the LaTex Entities have any knowledge of any change (other than normal depletion by production in the ordinary course, price changes, and sales of property in any single transaction having a value of less than $25,000) occurring since the date of the LaTex Reserve Report that would result in a material change in the information contained in the LaTex Reserve Report, and (f) to the knowledge of the LaTex Entities, none of the LaTex Entities or the LaTex Interests are subject to any agreements, consents, orders or regulations that B-20 would materially reduce the rate of production of Hydrocarbons or other substances from the LaTex Interests below that reflected in the LaTex Reserve Report. 4.20 Wells. ----- (a) To the knowledge of the LaTex Entities, all of LaTex's Wells have been drilled and completed within the boundaries of the Major Producing Leases of the LaTex Entities or within the limits otherwise permitted by the LaTex Oil and Gas Contracts, and by law. (b) To the knowledge of the LaTex Entities, the drilling and completion of all LaTex's Wells and all development and operations of the LaTex Interests have been conducted in material compliance with all applicable laws, ordinances, rules, regulations and permits, and judgments, orders and decrees of any Governmental Entity. (c) To the knowledge of the LaTex Entities, none of LaTex's Wells is subject to material penalties on allowable production after the date of this Agreement because of any overproduction or any other violation of applicable laws, rules, regulations or permits or judgments, orders or decrees of any Governmental Entity that would prevent any of LaTex's Wells from being entitled to its full legal and regular allowable production from and after the date of this Agreement as prescribed by any Governmental Entity. 4.21 No Funds in Suspense. To the knowledge of the LaTex Entities, all -------------------- material proceeds from the sale of Hydrocarbons produced from the LaTex Interests are currently being paid to the LaTex Entities and no portion of such proceeds is currently being held in suspense by any purchaser thereof or any other party by whom proceeds are paid except for immaterial amounts. 4.22 Regulatory Compliance. To the knowledge of the LaTex Entities, all --------------------- material filings and approvals under the Natural Gas Policy Act of 1978, as amended for with the Federal Energy Regulatory Commission ("FERC"), or required under any rules or regulations adopted by FERC which are necessary for the operation of the LaTex Interests in the manner in which they are presently operated, have been made or granted. 4.23 Physical Condition of Facilities. To the knowledge of the LaTex -------------------------------- Entities, in all material respects, the physical facilities on the LaTex Interests (including facilities held under lease) have been maintained in accordance with good industry maintenance practices and are in a state of repair (normal wear and tear excepted) that is adequate for the intended use of such facilities in the ordinary conduct of the business. 4.24 Data Regarding the LaTex Interests. All of the information ---------------------------------- described in Sections 6.6 and 6.7 made or to be made available to Alliance and ------------ --- its representatives is accurate and complete in all material respects, when considered in context and together with all relevant information made available. 4.25 Litigation. ---------- (a) There is no action, proceeding, investigation or inquiry pending or, to the knowledge of the LaTex Entities, threatened (i) against or affecting any of the LaTex Entities or their assets or ordinary conduct of the business that, if determined adversely to the LaTex Entities, would result in a Material Effect or (ii) that questions this Agreement or any action contemplated by this Agreement or in connection with the Merger. B-21 (b) There are no citations, fines or penalties heretofore asserted against any of the LaTex Entities or their assets under any federal, state or local law relating to air, noise or water pollution or other environmental protection matters, or relating to occupational health or safety, of which such entity has received notice and that remain unpaid or that could otherwise bind the assets of any of the LaTex Entities and that would result in a Material Effect. (c) LaTex has no knowledge of any state of facts or of the occurrence or nonoccurrence of any event or group of related events, that should reasonably cause LaTex to determine that there exists any basis for any material claim against the LaTex Entities for any of the matters described in paragraphs (a) or (b). 4.26 Tax Returns and Payments. ------------------------ (a) The LaTex Entities (or the common parent of any affiliated group of which any of such entities is or has been a member) have duly filed in correct form in all material respects all Tax Returns required to be filed by such entities and have duly paid or provided for payment of (or there have been paid on their behalf) all Taxes due or claimed to be due from them by federal, state, local or foreign taxing authorities, excluding Taxes that are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided and that are specifically identified in Section 4.26 of the LaTex ------------------------- Disclosure Schedule. - ------------------- (b) There are no tax liens upon any property or assets owned by any of the LaTex Entities that would have a Material Effect. (c) All Tax Returns of the LaTex Entities filed, including any amendments to date, have been prepared in good faith without willful misrepresentation and are complete and accurate in all material respects. The federal income tax returns of the LaTex Entities have been examined by the Internal Revenue Service for all periods through December 31, 1990, and all deficiencies assessed as a result of such examination have been paid in full or finally settled and no issue has been raised by the Internal Revenue Service in any such examination that has been resolved adversely to any of the LaTex Entities or is still pending and, by application of similar principles, reasonably could be expected to result in an assertion by the Internal Revenue Service of a material deficiency in any other taxable year or with respect to any other of the LaTex Entities. There are no outstanding agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax Returns or the payment by, or assessment against, any of the LaTex Entities for any Taxes. Each of the LaTex Entities is taxed as a C corporation under the Code. (d) The reserves made for Taxes on the respective balance sheets in the LaTex Financial Statements are sufficient for the payment of all unpaid Taxes due and payable by the LaTex Entities attributable to all periods ended on or before the date of the respective balance sheets in accordance with GAAP. 4.27 Insurance. Section 4.27 of the LaTex Disclosure Schedule contains a --------- --------------------------------------------- true, correct, and complete description of all policies of fire, casualty and extended coverage, public liability, products liability, worker's compensation and other forms of insurance owned or held by or for the benefit of the LaTex Entities (other than insurance owned or held by operators for those LaTex Interests where one of the LaTex Entities is not the operator). All such policies are sufficient for material compliance with all requirements of law and all agreements for which those entities are parties, are, to the knowledge of the LaTex Entities, valid and enforceable policies, will remain in full force and effect through the respective dates set forth in Section 4.27 of the LaTex ------------------------- Disclosure Schedule, subject to the timely - ------------------- B-22 payment of the premiums set forth therein, and will not in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. All premiums due under such policies have been paid and the insureds have complied in all material respects with such policies. 4.28 Bank Accounts. Section 4.28 of the LaTex Disclosure Schedule sets ------------- --------------------------------------------- forth the names and locations of all bank institutions at which the LaTex Entities maintain accounts or lock boxes of any nature, the account or box number and the names of all persons authorized to draw thereon or make withdrawals therefrom. 4.29 Contracts. --------- (a) Section 4.29 of the LaTex Disclosure Schedule contains a complete --------------------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments of the following types (and all amendments thereto), written or oral, to which any of the LaTex Entities is a party or by which any of their properties is bound: (i) notes, agreements, mortgages, indentures, security agreements and other instruments relating to the borrowing of money or evidence of credit or the deferred purchase price of property, or the direct or indirect guarantee by such entities of any such indebtedness or deferred purchase price, in excess of $20,000 ; (ii) leases of real property and material personal property providing for payments under any such lease or group of related leases at an annual rate in excess of $25,000 (other than Leases); (iii) partnership or joint venture agreements; (iv) management, employment and consulting agreements or other contracts for personal services that are not terminable by any of such entities on not more than one month's notice without penalty; (v) agreements providing for liability for severance pay, collective bargaining agreements, labor contracts, or labor or personnel policies; (vi) surety, performance and maintenance bonds in excess of $5,000; (vii) agreements or commitments for capital expenditures in excess of $25,000; (viii) any plan, contract or arrangement providing for bonuses, pensions, deferred compensation, retirement plan payments, profit sharing, incentive pay, or for any other employee benefit plan; (ix) brokerage or finder's agreements; (x) any agreement that (a) restricts the right of such entities to engage in any place in any line of business or (b) would restrict the right of the Surviving Corporation or any Subsidiary of the Surviving Corporation to engage in any line of business after the Closing Date; (xi) any contract, commitment or agreement that involves the disposition after April 30, 1996 of any assets of any of such entities not in the ordinary course of business consistent with past practice; B-23 (xii) any contract, commitment or agreement between any of such entities or between any of such entities and any director or officer of any of the LaTex Entities in excess of $10,000; (xiii) any LaTex Oil and Gas Contract that commits any of the LaTex Entities to make any capital expenditures in any calendar year; and (xiv) other agreements, contracts and commitments that in any way involve payments or receipts during the remaining term of such agreement, contract or commitment in excess of $25,000. (b) LaTex has made available to Alliance complete and correct copies of all written agreements, contracts and commitments, together with all amendments thereto, and accurate (in all material respects) descriptions of all oral agreements, in all cases, described in subparagraph (a). Such agreements, contracts and commitments are in full force and effect, and all of such entities and, to the knowledge of the LaTex Entities, all other parties to such agreements, contracts and commitments have performed all obligations required to be performed by them to date thereunder in all material respects and are not in default thereunder in any material respect. (c) None of the LaTex Entities has outstanding any powers of attorney, including powers of attorney with respect to representation before any Governmental Entity, customs agents and brokers, or given in connection with qualification to conduct business in any other jurisdiction. 4.30 Transactions with Interested Persons. No officer or director of any ------------------------------------ of the LaTex Entities (or spouse or any child thereof) owns, directly or indirectly, on an individual or joint basis, any material interest in, or serves as an officer, director or employee of, any customer, competitor or supplier of or any person or entity that has a material contract or arrangement with any of the LaTex Entities, except for holdings of capital stock not exceeding one percent (1%) of the total number of shares of capital stock of such customer, competitor or supplier outstanding. 4.31 Compensation and Employee Plans. ------------------------------- (a) LaTex has provided Alliance (i) the names and current annual compensation rates of all present directors, officers, employees, independent contractors or agents of each of the LaTex Entities and (ii) the number, job category and range of compensation by job category of all employees of such entities. (b) Section 4.31 of the LaTex Disclosure Schedule sets forth the name of --------------------------------------------- each Plan applicable to any of the LaTex Entities and lists all documents evidencing any Plan applicable to any of the LaTex Entities. (c) Each Plan applicable to any of the LaTex Entities is now, and has been from its inception, administered in compliance in all material respects with the provisions of all applicable laws and regulations, including ERISA, the Code and the ADEA, insofar as such statutes are applicable to such Plan. 4.32 Accounts Receivable; Inventories. -------------------------------- (a) The accounts receivable of the LaTex Entities as reflected on the respective balance sheets of the LaTex Financial Statements (except to the extent collected after the date thereof) (i) have B-24 arisen in the ordinary course of business for goods delivered or services rendered, and (ii) are good and collectible, except as otherwise reserved for on the respective balance sheets. (b) To the knowledge of the LaTex Entities, all of the LaTex Entities' accounts receivable existing at Closing will be collectible in all material respects at their aggregate recorded amounts (net of any allowances for doubtful accounts reflected on the LaTex Financial Statements) in the ordinary course of business within ninety (90) days of the Closing, without resort to litigation, and will not be subject to counterclaim or set off. (c) The inventories of the LaTex Entities as reflected on the respective balance sheets included in the LaTex Financial Statements have been valued in accordance with GAAP and customary industry practice using COPAS guidelines. 4.33 Brokers, Finders and Advisors. LaTex has not employed any broker, ----------------------------- finder, or investment advisor on its behalf, or incurred any liability for any brokerage or finder's fees or commissions in connection with the transaction contemplated hereby. 4.34 Labor Force. ----------- (a) Each of the LaTex Entities is in compliance in all material respects with all applicable laws (including without limitation federal income tax laws), ordinances, regulations, statutes, rules and restrictions of any Governmental Entity respecting employment and employment practices and terms and conditions of employment. (b) No union representation question exists respecting the employees of any of the LaTex Entities and, to the knowledge of the LaTex Entities, no union organizing activities are taking place. 4.35 Books and Records. The books and records of each of the LaTex ----------------- Entities (including, without limitation, the books of account, minute books and stock record books) are complete and correct in all material respects and have been maintained in accordance with sound business practices. The minute books of each of the LaTex Entities contain accurate and complete records in all material respects of all meetings held of, and corporate action taken by, the shareholders and the Boards of Directors of the respective entities and no meetings of or actions by such shareholders or any such Boards of Directors have been held or taken for which minutes have not been prepared and are not contained in such minute books. None of the records and written documents furnished or made available to Alliance's representatives or agents by the LaTex Entities concerning the LaTex Interests, when considered in context and together with any relevant or related documents also so furnished or made available, contain any untrue statement of material fact or omit a material fact necessary to make any statement therein not misleading. 4.36 Payments. None of the LaTex Entities has, directly or indirectly, -------- paid or delivered any fee, commission or other sum of money or item of property however characterized to any finder, agent, government official or other party, in the United States or any other country, in any manner related to its business or operations, which such entity knows or has reason to believe to have been illegal under any federal, state or local laws of the United States or any other country or territory having jurisdiction over such entity, and has not participated, directly or indirectly, in any boycotts or similar practices. 4.37 Public Utility Holding Company. None of the LaTex Entities owns or ------------------------------ operates any facilities used for the retail distribution of natural or manufactured gas for heat, light or power, nor does B-25 any of the LaTex Entities, directly or indirectly, own, control or hold with power to vote ten percent (10%) or more of the outstanding stock of, or exercise direct or indirect controlling influence over the management or policies of such a company or a company so controlling such a company. 4.38 SEC Filings. LaTex has filed all forms, reports and documents ----------- required to be filed with the Commission since January 1, 1993. All of such filings were prepared in accordance with the requirements of all applicable laws and did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 4.39 Disclosure. No representation or warranty made by LaTex in this ---------- Agreement (including, without limitation, in the LaTex Disclosure Schedule) contains any untrue statement of material fact or omits or will omit to state any material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which made. 5. Representations, Warranties and Covenants of Alliance. ----------------------------------------------------- Except as expressly set forth and specifically identified by section number of this Agreement in the Alliance Disclosure Schedule, Alliance represents, warrants and covenants to LaTex, on the date hereof and as of the Closing Date, as follows: 5.1 Organization, etc. ----------------- (a) Alliance is a public limited company duly incorporated and validly existing under the laws of England and Wales. Each of Alliance's U.K. Subsidiaries is a limited company duly incorporated and validly existing under the laws of England and Wales. Each of Alliance's other Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Alliance Entities has the requisite corporate power and authority to carry on its business as now being conducted and to own, lease and operate its property and assets, and each of the United States Alliance Entities is duly qualified or licensed to do business and is in good standing in every jurisdiction in which the failure to be so qualified and licensed could have a Material Effect. Section 5.1 of the Alliance --------------------------- Disclosure Schedule sets forth the name and jurisdiction of incorporation of - ------------------- each of Alliance's Subsidiaries and each jurisdiction in which each of the Alliance Entities is qualified or licensed to do business. Alliance has heretofore delivered to LaTex true, correct and complete copies of the organizational documents of each of the Alliance Entities as presently in effect. (b) Section 5.1 of the Alliance Disclosure Schedule sets forth a ----------------------------------------------- complete list of the present officers and directors of each of the Alliance Entities. 5.2 Capitalization. -------------- (a) The authorized, issued and outstanding capital stock of each of the Alliance Entities is as set forth in Section 5.2 of the Alliance Disclosure - -------------------------------------- Schedule. All of the issued shares of each of the Alliance Entities are, and - -------- all of the Alliance Shares to be issued in consideration of the cancellation of LaTex Shares upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and none of such shares have been or will be issued in violation of the preemptive rights of any person. B-26 (b) There are no (i) shares of capital stock or other securities bearing voting or other equity rights, whether contingent or not, of any of the Alliance Entities outstanding; (ii) outstanding subscriptions, puts, options, warrants or other rights, contractual or otherwise, to purchase or acquire any capital stock of any of the Alliance Entities; or (iii) contracts, commitments, understandings, arrangements or restrictions by which any of the Alliance Entities is or may become bound to issue any additional equity interests or any options or rights with respect thereto, or any securities convertible into any equity interests. (c) The issued and outstanding stock of Alliance owned by the directors and 5% or greater stockholders of Alliance is owned of record, and to the knowledge of Alliance, beneficially, as described in Section 5.2 of the ------------------ Alliance Disclosure Schedule. Alliance beneficially owns all of the issued - ---------------------------- and outstanding stock of each of its Subsidiaries, directly or indirectly, free and clear of all Encumbrances. Except for its Subsidiaries, neither Alliance nor any of its Subsidiaries owns or holds any equity, debt or other interest in any entity or business or any option to acquire any such interest, except for accounts receivable that have arisen in the ordinary course of business. 5.3 Authority; No Violation. ----------------------- (a) The execution and performance of this Agreement by Alliance and Newco have been duly and validly authorized by the respective boards of directors of Alliance and Newco and, except for the approval of the Alliance Stockholders, no other corporate action is necessary to authorize the execution, delivery and performance of this Agreement by Alliance or Newco. Alliance has full, absolute and unrestricted right, power and authority to execute and perform this Agreement and, subject to the approval by the Alliance Stockholders, to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed by Alliance and Newco and, subject to approval by the Alliance Stockholders, is a valid and binding obligation of Alliance and Newco, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, reorganization, receivership or similar laws affecting the rights of creditors generally. (b) None of the execution, delivery or performance of this Agreement does or will, after the giving of notice, lapse of time or otherwise, (i) result in any violation of or be in conflict with or constitute a default under any term or provision of the organizational documents of any of the Alliance Entities, or any term or provision of any judgment, decree, order, statute, injunction, rule or regulation applicable to any of the Alliance Entities or of any material note, bond, mortgage, indenture, lease, license, franchise, agreement or other instrument or obligation to which any of the Alliance Entities is bound; (ii) result in the creation of any material Encumbrance upon Alliance Shares, the securities of the Surviving Corporation or any of the properties or assets of any of the Alliance Entities pursuant to any such term or provision; or (iii) constitute a material default under or give any party the right to accelerate, amend or modify, terminate, abandon or refuse to perform or comply with, any material contract, agreement, arrangement, commitment or plan to which any of the Alliance Entities is a party, or by which any of the Alliance Entities or any of their rights, properties or assets may be subject or bound. (5.4) Consents and Approvals. No consent, waiver, approval or ---------------------- authorization of, or declaration, designation, filing, registration or qualification with, any Governmental Entity or any third party, is required to be made or obtained by any of the Alliance Entities in connection with the execution, delivery and performance of this Agreement or to preserve any material rights and benefits enjoyed by any of the Alliance Entities on the date hereof following the consummation of the transactions contemplated by this Agreement except (a) those that have already been obtained or (b) those specifically contemplated by this Agreement. B-27 5.5 Violations of Laws, Permits, etc. --------------------------------- (a) None of the Alliance Entities is in violation of any term or provision of its organizational documents. None of the Alliance Entities is in violation of any term or provision of any judgment, decree, order, statute, injunction, rule, ordinance or regulation applicable to it, or of any agreement or instrument applicable to such entity where the violation thereof would result in a Material Effect. (b) Each of the Alliance Entities holds and has maintained in full force and effect all certificates, licenses and permits material to the conduct of its business, and has not received any notification that any revocation or limitation thereof is threatened or pending where such revocation or limitation would result in a Material Effect. 5.6 Alliance Financial Statements. ----------------------------- (a) In all material respects the consolidated Alliance Financial Statements fairly present the consolidated assets, liabilities and financial position of the respective entities purported to be covered thereby as of the dates thereof and the results of their operations and cash flow for the respective periods ended on such dates, all in conformity with GAAP consistently applied, except that the October 31, 1995 unaudited interim financial statements do not contain footnotes (that, if presented, would not differ materially from those in the audited Alliance Financial Statements) and are subject to normal, recurring year-end adjustments (which will not, individually or in the aggregate, have a Material Effect). (b) The Alliance Financial Statements were prepared from the books and records of each of the respective entities purported to be covered thereby. Such Alliance Financial Statements do not contain any items of a material special or nonrecurring nature, except as expressly noted in such statements. 5.7 No Undisclosed Liabilities, etc. None of the Alliance Entities has -------------------------------- any material liabilities or obligations, whether direct, indirect, absolute or contingent (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), except (a) liabilities that are fully reflected on or reserved against on the latest balance sheet of such entity included in the Alliance Financial Statements or (b) liabilities incurred in the ordinary course of business since the date of the latest balance sheet included in the Alliance Financial Statements that are consistent with past practice. 5.8 Absence of Certain Changes. Since the date of the latest audited -------------------------- Alliance Financial Statement, except as specifically disclosed in the October 31, 1995 unaudited interim consolidated Alliance Financial Statements, none of the Alliance Entities has: (a) Suffered any change that would result in a Material Effect; (b) Adopted or made any change in any pension, retirement, profit sharing or other employee benefit plan or arrangement; (c) Borrowed or agreed to borrow any money or incurred, assumed or become subject to, whether directly or by way of guarantee or otherwise, any other material obligation or liability for borrowed money, whether absolute or contingent; B-28 (d) (i) Issued, purchased or redeemed any of its capital securities or any option, warrant or right to purchase any of the same; or (ii) authorized, declared or made any dividends, distributions of earnings or capital on, or splits or any other reclassification of its equity securities; (e) Mortgaged, pledged or subjected to any Encumbrance any material portion of its assets, tangible or intangible, having a value in excess of $25,000 in the aggregate; (f) Acquired or disposed of, or entered into any agreement to acquire or dispose of, any material assets or properties, other than oil and gas production in the ordinary course of business, or other assets having a value in excess of $25,000 in the aggregate; (g) Increased the salaries, compensation, pension or other benefits payable, or paid any bonuses, to its officers and directors or their Affiliates; (h) Forgiven or canceled any debts or claims or waived any rights against any officer or director of the Alliance Entities or their Affiliates or forgiven or canceled any material debts or claims or waived any rights against any other person in excess of $25,000 in the aggregate; (i) Entered into, terminated or received notice of the termination of any commitment, contract, agreement or transaction that is material to any of the Alliance Entities; or (j) Agreed, either in writing or otherwise, to take any action described in this Section 5.8. ----------- 5.9 Title to Property; Encumbrances. ------------------------------- (a) The Alliance Entities, either directly or indirectly, have (and as of the Closing will have) good and defensible title to the Alliance Interests. (b) The Alliance Entities own no real property other than the Alliance Interests. Schedule 5.28 of the Alliance Disclosure Schedule sets forth a ------------------------------------------------- complete list of all real property other than the Alliance Interests that the Alliance Entities lease or sublease and which lease or sublease provides for payments at an annual rate in excess of $25,000. Alliance has delivered to LaTex correct and complete copies of all such leases and subleases (the "Alliance Real Property Leases"). With respect to each such Real Property Lease: (i) each Alliance Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (ii) each Alliance Real Property Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) to the knowledge of the Alliance Entities, no party to any Alliance Real Property Lease is in breach or default and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder; (iv) to the knowledge of the Alliance Entities, no party to any Alliance Real Property Lease has repudiated any provision thereof; B-29 (v) to the knowledge of the Alliance Entities, there are no disputes, oral agreements or forbearance programs in effect as to any Alliance Real Property Lease; (vi) with respect to each sublease included as a Alliance Real Property Lease, the representations and warranties set forth in subsections (i) and (v) above are true and correct with respect to the underlying lease; (vii) none of the Alliance Entities has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (viii) to the knowledge of the Alliance Entities, all facilities leased or subleased thereunder have received all approvals of all Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws and regulations; (ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (x) to the knowledge of the Alliance Entities, the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy or value or the marketability of title, of the property subject thereto. (c) The Alliance Entities, either directly or indirectly, have (and as of the Closing will have) good and defensible title to and other legal right to use all properties and assets, real, personal and mixed, tangible and intangible (other than the Alliance Interests), reflected as owned on the latest balance sheet included in the Alliance Financial Statements of the relevant entity or acquired after the date of such balance sheet, except for properties and assets disposed of in accordance with customary practice in the business or disposed of for full and fair value since the date of such balance sheet in the ordinary course of business consistent with past practice and except for matters that would not have a Material Effect. (d) There are no properties (real, personal or mixed, tangible or intangible) owned by any Alliance Stockholders or any Affiliate of the Alliance Stockholders that are used in the normal day-to-day operations of the Alliance Entities as conducted prior to the Closing Date. (e) The properties and assets described in (a), (b) and (c) above are free and clear of any and all Encumbrances, except the Permitted Encumbrances. 5.10 Proceedings Affecting the Alliance Interests. There is no action, -------------------------------------------- proceeding, investigation, inquiry, claim or demand pending or, to the knowledge of the Alliance Entities, threatened that is likely to result in the material impairment or loss of any of the Alliance Entities' title to any part of the Alliance Interests or that might hinder or impede in any material respect the use, operation or value of the Alliance Interests and Alliance shall promptly notify LaTex of any such suit, action, investigation, inquiry, claim or demand arising or threatened prior to the Closing with respect to which Alliance receives notice. To the knowledge of the Alliance Entities, there are no facts, events or conditions existing with respect to operations or conditions of the Alliance Interests which are reasonably likely to hinder or impede the use, operation or value of the Alliance Interests in any material respect B-30 or which are reasonably likely to form the basis of a claim of any party against any of the Alliance Entities or any of their assets that would result in a Material Effect. 5.11 Alliance Oil and Gas Contracts. ------------------------------ (a) To the knowledge of the Alliance Entities, all of the Leases included in the Alliance Interests are in full force and effect and are the valid and legally binding obligations of the parties to those agreements and are enforceable in all material respects in accordance with their respective terms. (b) To the knowledge of the Alliance Entities, none of the Alliance Entities is in material breach or default with respect to any of its representations, warranties or obligations pursuant to any of the Alliance Oil and Gas Contracts or with respect to any regulations incorporated in or governing the Alliance Oil and Gas Contracts. (c) To the knowledge of the Alliance Entities, all payments (including royalties, delay rentals, shut-in royalties, payments due under unit or operating agreements but excluding royalties held in suspense and good faith by the Alliance Entities for a justifiable purpose) due under the Leases included in the Alliance Interests have been properly and timely made; all conditions necessary to keep such Leases in force have been fully performed; and no notices have been received by the Alliance Entities of any claim to the contrary. (d) To the knowledge of the Alliance Entities, there are no obligations to engage in continuous development operations in order to maintain any Lease included in the Alliance Interests in force and effect. (e) To the knowledge of the Alliance Entities, the execution and delivery of this Agreement and the consummation of the transaction as contemplated by this Agreement will not result in a material breach of, constitute a material default under, result in a material violation of or entitle any party to a right of first refusal or preferential right to purchase under any of the Alliance Oil and Gas Contracts. (f) To the knowledge of the Alliance Entities, the Alliance Entities have fulfilled all material requirements for filings, certificates, disclosures of parties in interest and other similar matters contained in (or otherwise, by law, rule or regulation, applicable to) the Leases included in the Alliance Interests and are fully qualified to own and hold all such Leases. 5.12 Operations. ---------- (a) To the knowledge of the Alliance Entities, the Alliance Interests are being developed, operated and maintained in material compliance with the Alliance Oil and Gas Contracts. In operating the Alliance Interests, the Alliance Entities are not dependent on the right to use the property of others, except under valid and enforceable agreements, rights or other arrangements included in the Alliance Oil and Gas Contracts. (b) Since October 31, 1995, none of the Alliance Entities, directly or indirectly, has operated or in any manner dealt with, incurred obligations with respect to, or undertaken any transactions relating to, the Alliance Interests other than in the ordinary course of business consistent with past practice or other than sales of property in any single transaction having a value of less than $25,000, and, to the knowledge of the Alliance Entities, the Alliance Interests have not suffered any B-31 destruction, damage, or loss (except depreciation of equipment through ordinary wear and tear) that would result in a Material Effect. (c) To the knowledge of the Alliance Entities, there are no outstanding AFEs covering work in progress or work not yet started covering the Alliance Interests. Prior to Closing, Alliance will provide LaTex with an updated listing of similar information concerning AFEs outstanding as of a date not more than three (3) business days prior to Closing. (d) To the knowledge of the Alliance Entities, no condition, obligation or other circumstance, including any prior overproduction under a gas balancing agreement exists, that would adversely affect the right of the Alliance Entities to receive their full share of production and full payment of proceeds from the sale of Hydrocarbons produced from any of the Alliance Interests. 5.13 No Reversionary Interests. To the knowledge of the Alliance ------------------------- Entities, the Alliance Interests are not subject to any reversionary, back-in or similar rights, the exercise of which would reduce the Alliance Entities' Net Revenue Interests to less than the Net Revenue Interests set forth in Exhibits -------- A-1 and A-2. - ----------- 5.14 Sales and Transportation Agreements. There are no material crude ----------------------------------- oil and condensate sales, arrangements or gas purchase and sales agreements or division orders relating to the Alliance Interests (collectively "Alliance Sales Agreements") and no material transportation agreements relating to the Alliance Interests that cannot be terminated by the Alliance Entities upon 60 days' or less notice without penalty or detriment to the Alliance Entities. There are no Alliance Sales Agreements pursuant to which Hydrocarbons are being sold at less than the prevailing market price therefor. 5.15 Tax Partnerships. None of the Alliance Entities have filed any ---------------- federal or state income tax returns identifying the Alliance Interests as held by any tax partnership. 5.16 Prepayments. To the knowledge of the Alliance Entities, there ----------- exists no material imbalance regarding production taken or marketed from any Lease included in the Alliance Interests or otherwise affecting any of the Alliance Entities which could result in (i) a portion of its interest in production therefrom to be taken or delivered after the Closing Date without the applicable entity receiving full payment therefor and at the price it would have received absent such imbalance; or (ii) the applicable entity being obligated to make payment to any person or entity as a result of such imbalance; or (iii) production being shut-in or curtailed after the Closing Date due to non- compliance with allowables, production quotas, proration rules or similar orders or regulations of a Governmental Entity; and none of the Alliance Entities is obligated, by virtue of any prepayment arrangement take-or-pay agreement or similar arrangements to deliver Hydrocarbons produced from the Alliance Interests at some future time without then receiving full payment therefor in all material respects. 5.17 Production Sales Contracts. To the knowledge of the Alliance -------------------------- Entities, the buyers under all production sales contracts pursuant to which any of the Alliance Entities is selling crude oil or natural gas or constituents thereof produced from the Leases included in the Alliance Interests are in compliance in all material respects with all the material terms of such contracts and none of the Alliance Entities has received a notice from any such buyer of such party's intention or desire to modify, renegotiate or repudiate any such contract or any of the material terms thereof. 5.18 Calls. To the knowledge of the Alliance Entities, no person has any ----- call upon, option to purchase, or similar right to purchase any portion of the Hydrocarbons from the Alliance Interests at a price less than the prevailing market price therefor. B-32 5.19 Reserve Reports. With respect to the Alliance Reserve Report, (a) --------------- the information furnished by the Alliance Entities to the reserve engineers in connection with the preparation of the Alliance Reserve Report was true and correct in all material respects; (b) to the knowledge of the Alliance Entities, the assumptions utilized in the preparation of the Alliance Reserve Report are true and correct in all material respects in light of the properties involved; (c) to the knowledge of the Alliance Entities, the calculations and other methodology utilized in the preparation of the Alliance Reserve Report are consistent with generally accepted standards of petroleum reservoir engineering at the dates of their preparation; (d) none of the Alliance Entities have any knowledge that the oil, condensate, natural gas liquids and gas reserves attributable to the Alliance Interests as of the date of the Alliance Reserve Report are materially less than the estimates of quantities of those reserves shown in the Alliance Reserve Report; (e) none of the Alliance Entities have any knowledge of any change (other than normal depletion by production in the ordinary course, price changes, and sales of property in any single transaction having a value of less than $25,000) occurring since the date of the Alliance Reserve Report that would result in a material change in the information contained in the Alliance Reserve Report, and (f) to the knowledge of the Alliance Entities, none of the Alliance Entities or the Alliance Interests are subject to any agreements, consents, orders or regulations that would materially reduce the rate of production of Hydrocarbons or other substances from the Alliance Interests below that reflected in the Alliance Reserve Report. 5.20 Wells. ----- (a) To the knowledge of the Alliance Entities, all of Alliance's Wells have been drilled and completed within the boundaries of the Major Producing Leases of the Alliance Entities or within the limits otherwise permitted by the Alliance Oil and Gas Contracts, and by law. (b) To the knowledge of the Alliance Entities, the drilling and completion of all Alliance's Wells and all development and operations of the Alliance Interests have been conducted in material compliance with all applicable laws, ordinances, rules, regulations and permits, and judgments, orders and decrees of any Governmental Entity. (c) To the knowledge of the Alliance Entities, none of Alliance's Wells is subject to material penalties on allowable production after the date of this Agreement because of any overproduction or any other violation of applicable laws, rules, regulations or permits or judgments, orders or decrees of any Governmental Entity that would prevent any of Alliance's Wells from being entitled to its full legal and regular allowable production from and after the date of this Agreement as prescribed by any Governmental Entity. 5.21 No Funds in Suspense. To the knowledge of the Alliance Entities, -------------------- all material proceeds from the sale of Hydrocarbons produced from the Alliance Interests are currently being paid to the Alliance Entities and no portion of such proceeds is currently being held in suspense by any purchaser thereof or any other party by whom proceeds are paid except for immaterial amounts. 5.22 Regulatory Compliance. To the knowledge of the Alliance Entities, --------------------- all material filings and approvals under the Natural Gas Policy Act of 1978, as amended for with FERC, or required under any rules or regulations adopted by FERC which are necessary for the operation of the Alliance Interests in the manner in which they are presently operated, have been made or granted. 5.23 Physical Condition of Facilities. To the knowledge of the Alliance -------------------------------- Entities, in all material respects, the physical facilities on the Alliance Interests (including facilities held under lease) B-33 have been maintained in accordance with good industry maintenance practices and are in a state of repair (normal wear and tear excepted) that is adequate for the intended use of such facilities in the ordinary conduct of the business. 5.24 Data Regarding the Alliance Interests. All of the information ------------------------------------- described in Sections 7.6 and 7.7 made or to be made available to LaTex and ------------ --- its representatives is accurate and complete in all material respects, when considered in context and together with all relevant information made available. 5.25 Litigation. ---------- (a) There is no action, proceeding, investigation or inquiry pending or, to the knowledge of the Alliance Entities, threatened (i) against or affecting any of the Alliance Entities or their assets or ordinary conduct of the business that, if determined adversely to the Alliance Entities, would result in a Material Effect or (ii) that questions this Agreement or any action contemplated by this Agreement or in connection with the Merger. (b) There are no citations, fines or penalties heretofore asserted against any of the Alliance Entities or their assets under any federal, state or local law relating to air, noise or water pollution or other environmental protection matters, or relating to occupational health or safety, of which such entity has received notice and that remain unpaid or that could otherwise bind the assets of any of the Alliance Entities and that would result in a Material Effect. (c) Alliance has no knowledge of any state of facts or of the occurrence or nonoccurrence of any event or group of related events, that should reasonably cause Alliance to determine that there exists any basis for any material claim against the Alliance Entities for any of the matters described in paragraphs (a) or (b). 5.26 Tax Returns and Payments. ------------------------ (a) The Alliance Entities (or the common parent of any affiliated group of which any of such entities is or has been a member) have duly filed in correct form in all material respects all Tax Returns required to be filed by such entities and have duly paid or provided for payment of (or there have been paid on their behalf) all Taxes due or claimed to be due from them by federal, state, local or foreign taxing authorities, excluding Taxes that are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided and that are specifically identified in Section 5.26 of the Alliance Disclosure Schedule. - ------------------------------------------------ (b) There are no tax liens upon any property or assets owned by any of the Alliance Entities that would have a Material Effect. (c) All Tax Returns of the Alliance Entities filed, including any amendments to date, have been prepared in good faith without willful misrepresentation and are complete and accurate in all material respects. The United Kingdom income tax returns of the Alliance Entities have been examined by the Inland Revenue Service or other relevant tax authority for all periods through April 30, 1994, and all deficiencies assessed as a result of such examination have been paid in full or finally settled and no issue has been raised by the Inland Revenue Service or other relevant tax authority in any such examination that has been resolved adversely to any of the Alliance Entities or is still pending and, by application of similar principles, reasonably could be expected to result in an assertion by the Inland Revenue Service or other relevant tax authority of a material deficiency in any other taxable year or with respect to any other of the Alliance Entities. There are no outstanding agreements, waivers or other B-34 arrangements providing for an extension of time with respect to the filing of any Tax Returns or the payment by, or assessment against, any of the Alliance Entities for any Taxes. (d) The reserves made for Taxes on the respective balance sheets in the Alliance Financial Statements are sufficient for the payment of all unpaid Taxes due and payable by the Alliance Entities attributable to all periods ended on or before the date of the respective balance sheets in accordance with GAAP. 5.27 Insurance. Section 5.27 of the Alliance Disclosure Schedule --------- ------------------------------------------------ contains a true, correct, and complete description of all policies of fire, casualty and extended coverage, public liability, products liability, worker's compensation and other forms of insurance owned or held by or for the benefit of the Alliance Entities (other than insurance owned or held by operators for those Alliance Interests where one of the Alliance Entities is not the operator). All such policies are sufficient for material compliance with all requirements of law and all agreements for which those entities are parties, are, to the knowledge of the Alliance Entities, valid and enforceable policies, will remain in full force and effect through the respective dates set forth in Section 5.27 ------------ of the Alliance Disclosure Schedule subject to the timely payment of the - ----------------------------------- premiums set forth therein, and will not in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. All premiums due under such policies have been paid and the insureds have complied in all material respects with such policies. 5.28 Contracts. --------- (a) Section 5.28 of the Alliance Disclosure Schedule contains a complete ------------------------------------------------ and correct list as of the date hereof of all agreements, contracts and commitments of the following types (and all amendments thereto), written or oral, to which any of the Alliance Entities is a party or by which any of their properties is bound: (i) notes, agreements, mortgages, indentures, security agreements and other instruments relating to the borrowing of money or evidence of credit or the deferred purchase price of property, or the direct or indirect guarantee by such entities of any such indebtedness or deferred purchase price, in excess of $20,000; (ii) leases of real property and material personal property providing for payments under any such lease or group of related leases at an annual rate in excess of $25,000 (other than Leases); (iii) partnership or joint venture agreements; (iv) management, employment and consulting agreements or other contracts for personal services that are not terminable by any of such entities on not more than one month's notice without penalty; (v) agreements providing for liability for severance pay, collective bargaining agreements, labor contracts, or labor or personnel policies; (vi) surety, performance and maintenance bonds in excess of $5,000; (vii) agreements or commitments for capital expenditures in excess of $25,000; B-35 (viii) any plan, contract or arrangement providing for bonuses, pensions, deferred compensation, retirement plan payments, profit sharing, incentive pay, or for any other employee benefit plan; (ix) brokerage or finder's agreements; (x) any agreement that (a) restricts the right of such entities to engage in any place in any line of business or (b) would restrict the right of the Surviving Corporation or any Subsidiary of the Surviving Corporation to engage in any line of business after the Closing Date; (xi) any contract, commitment or agreement that involves the disposition after October 31, 1995, of any assets of any of such entities not in the ordinary course of business consistent with past practice; (xii) any contract, commitment or agreement between any of such entities or between any of such entities and any director or officer of any of the Alliance Entities (other than those that will be terminated on or prior to Closing); (xiii) any Alliance Oil and Gas Contract that commits any of the Alliance Entities to make any capital expenditures in any calendar year; and (xiv) other agreements, contracts and commitments that in any way involve payments or receipts during the remaining term of such agreement, contract or commitment in excess of $25,000. (b) Alliance has made available to LaTex complete and correct copies of all written agreements, contracts and commitments, together with all amendments thereto, and accurate (in all material respects) descriptions of all oral agreements, in all cases, described in subparagraph (a). Such agreements, contracts and commitments are in full force and effect, and all of such entities and, to the knowledge of the Alliance Entities, all other parties to such agreements, contracts and commitments have performed all obligations required to be performed by them to date thereunder in all material respects and are not in default thereunder in any material respect. (c) None of the Alliance Entities has outstanding any powers of attorney, including powers of attorney with respect to representation before any Governmental Entity, customs agents and brokers, or given in connection with qualification to conduct business in any other jurisdiction. 5.29 Transactions with Interested Persons. No officer or director of any ------------------------------------ of the Alliance Entities (or spouse or any child thereof) owns, directly or indirectly, on an individual or joint basis, any material interest in, or serves as an officer, director or employee of, any customer, competitor or supplier of or any person or entity that has a material contract or arrangement with any of the Alliance Entities, except for holdings of capital stock not exceeding one percent (1%) of the total number of shares of capital stock of such customer, competitor or supplier outstanding. 5.30 Compensation and Employee Plans. ------------------------------- (a) Alliance has provided LaTex (i) the names and current annual compensation rates of all present directors, officers, employees, independent contractors or agents of each of the Alliance Entities and (ii) the number, job category and range of compensation by job category of all employees of such entities. B-36 (b) Section 5.30 of the Alliance Disclosure Schedule sets forth the name ------------------------------------------------ of each Plan applicable to any of the Alliance Entities and lists all documents evidencing any Plan applicable to any of the Alliance Entities. (c) Each Plan applicable to any of the Alliance Entities is now, and has been from its inception, administered in compliance in all material respects with the provisions of all applicable laws and regulations, including ERISA, the Code and the ADEA, insofar as such statutes are applicable to such Plan. 5.31 Accounts Receivable; Inventories. -------------------------------- (a) The accounts receivable of the Alliance Entities as reflected on the respective balance sheets of the Alliance Financial Statements (except to the extent collected after the date thereof) (i) have arisen in the ordinary course of business for goods delivered or services rendered, and (ii) are good and collectible, except as otherwise reserved for on the respective balance sheets. (b) To the knowledge of the Alliance Entities, all of the Alliance Entities' accounts receivable existing at Closing will be collectible in all material respects at their aggregate recorded amounts (net of any allowances for doubtful accounts reflected on the Alliance Financial Statements) in the ordinary course of business within ninety (90) days of the Closing, without resort to litigation, and will not be subject to counterclaim or set off. (c) The inventories of the Alliance Entities as reflected on the respective balance sheets included in the Alliance Financial Statements have been valued in accordance with GAAP and customary industry practice using COPAS guidelines. 5.32 Brokers, Finders and Advisors. Alliance has not employed any ----------------------------- broker, finder, or investment advisor on its behalf, or incurred any liability for any brokerage or finder's fees or commissions in connection with the transaction contemplated hereby. 5.33 Labor Force. ----------- (a) Each of the Alliance Entities is in compliance in all material respects with all applicable laws (including without limitation federal income tax laws), ordinances, regulations, statutes, rules and restrictions of any Governmental Entity respecting employment and employment practices and terms and conditions of employment. (b) No union representation question exists respecting the employees of any of the Alliance Entities and, to the knowledge of the Alliance Entities, no union organizing activities are taking place. 5.34 Books and Records. The books and records of each of the Alliance ----------------- Entities (including, without limitation, the books of account, minute books and stock record books) are complete and correct in all material respects and have been maintained in accordance with sound business practices. The minute books of each of the Alliance Entities contain accurate and complete records in all material respects of all meetings held of, and corporate action taken by, the shareholders and the Boards of Directors of the respective entities and no meetings of or actions by such shareholders or any such Boards of Directors have been held or taken for which minutes have not been prepared and are not contained in such minute books. None of the records and written documents furnished or made available to LaTex's representatives or agents by the Alliance Entities concerning the Alliance Interests, when considered in context and together with any relevant or related documents also so furnished or made B-37 available, contain any untrue statement of material fact or omit a material fact necessary to make any statement therein not misleading. 5.35 Payments. None of the Alliance Entities has, directly or -------- indirectly, paid or delivered any fee, commission or other sum of money or item of property however characterized to any finder, agent, government official or other party, in the United States or any other country, in any manner related to its business or operations, which such entity knows or has reason to believe to have been illegal under any federal, state or local laws of the United States or any other country or territory having jurisdiction over such entity, and has not participated, directly or indirectly, in any boycotts or similar practices. 5.36 Public Utility Holding Company. None of the Alliance Entities owns ------------------------------ or operates any facilities used for the retail distribution of natural or manufactured gas for heat, light or power, nor does any of the Alliance Entities, directly or indirectly, own, control or hold with power to vote ten percent (10%) or more of the outstanding stock of, or exercise direct or indirect controlling influence over the management or policies of such a company or a company so controlling such a company. 5.37 Exchange Filings. Alliance has filed all forms, reports and ---------------- documents required to be filed with the London Stock Exchange Limited since January 1, 1993. All of such filings were prepared in accordance with the requirements of all applicable laws and did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5.38 Disclosure. No representation or warranty made by Alliance in this ---------- Agreement (including, without limitation, in the Alliance Disclosure Schedule) contains any untrue statement of material fact or omits or will omit to state any material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which made. 5.39 Status of Newco. Except in connection with the Merger, Newco has --------------- never had any assets or conducted any business. As of the Effective Time, all of the issued and outstanding stock of Newco will be owned by Alliance. 6. Actions of LaTex Prior to the Closing Date. ------------------------------------------ 6.1 Affirmative Covenants. Prior to the Closing Date, LaTex, except as --------------------- otherwise set forth in Section 6.1 of the LaTex Disclosure Schedule, covenants -------------------------------------------- that, unless the prior written consent of Alliance is first obtained, which consent shall not be unreasonably withheld, the LaTex Entities will: (a) Carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and use all reasonable efforts to (i) preserve intact their respective present business organizations, (ii) keep available the services of their respective present officers and key employees and (iii) preserve their respective relationships with customers, suppliers and any others having business dealings with them; and (b) Duly comply with all laws applicable to them and their respective properties, operations, business and employees which if not complied with would result in a Material Effect. B-38 6.2 Negative Covenants. Prior to the Closing Date, except with the ------------------ prior written consent of Alliance, and except as otherwise set forth in Section 6.2 of the LaTex Disclosure Schedule, which consent shall not be - -------------------------------------------- unreasonably withheld, the LaTex Entities will not: (a) Do any of the restricted acts set forth in Section 4.8 hereof, or ----------- enter into any agreement of a nature set forth in Section 4.29 hereof; ------------ (b) Enter into or permit any of the LaTex Entities to enter into any transaction other than in the ordinary course of business; or (c) Amend the respective organizational or governing documents of any of the LaTex Entities. 6.3 Consents. The LaTex Entities will use their best efforts to obtain -------- all consents from third parties necessary or appropriate to effectuate the transactions contemplated by this Agreement. 6.4 Advice of Changes. LaTex will promptly advise Alliance in writing ----------------- from time to time prior to the Closing Date with respect to any matter hereafter arising and known to it that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the LaTex Disclosure Schedule or would have resulted in any representation of LaTex in this Agreement being untrue. 6.5 Best Efforts. The LaTex Entities will use their best efforts to ------------ cause to be fulfilled those of the conditions to Alliance's and Newco's obligations to consummate the transactions contemplated by this Agreement that are dependent upon their actions and to execute and deliver such instruments and take such other actions as necessary or appropriate in order to carry out the intent of this Agreement. 6.6 Access to Properties and Records. From and after the date of this -------------------------------- Agreement through the earlier of the Closing or the termination of this Agreement, the LaTex Entities shall (a) provide Alliance an identification of and access to all books, records and documents, including contracts, agreements, consents, settlements, maps, revenue and expense information, production data and geological and geophysical data relating to the LaTex Interests, (b) afford to Alliance and their officers, attorneys, accountants and other authorized representatives free and full access during normal business hours to the offices, properties, books and records of the LaTex Entities, and (c) cause counsel and accountants to the LaTex Entities to furnish such additional financial and operating data and other information as Alliance shall from time to time request in order that Alliance may have full opportunity to make such investigation as they shall desire to make of the affairs of the LaTex Entities and their assets. 6.7 Supply Documents, Reports, etc. ------------------------------- (a) LaTex shall furnish or make available to Alliance all documents, reports and other information and data (including financial statements) concerning the LaTex Entities as Alliance may reasonably require in connection with any statement, application, or document required to be filed with applicable Governmental Entities in connection with the transaction contemplated by this Agreement or furnished to any other person, firm, corporation or Governmental Entity in connection with this Agreement, including, but not limited to the Commission, the Federal Trade Commission and the Department of Justice. B-39 (b) LaTex represents and warrants that all such information shall be true, correct, and complete in all material respects and shall not omit any material fact required to be stated to make such information not misleading in light of the circumstances under which made. 6.8 Employees. LaTex agrees to use all reasonable efforts to persuade --------- such of the employees, agents, and independent contractors of the LaTex Entities as Alliance may designate to continue as employees, agents, and independent contractors of the LaTex Entities after the Closing Date. 6.9 No Solicitation, etc. LaTex shall not (and will cause each of the -------------------- executive officers and members of its executive management, as identified in LaTex's Annual Report to Stockholders for the fiscal year ended July 31, 1995 (collectively, "LaTex's Executives"), and its directors, legal and financial advisors and Affiliates not to) directly or indirectly make, solicit, encourage, initiate or enter into any agreement or agreement in principle, or announce any intention to do any of the foregoing, with respect to any offer or proposal to acquire all or a substantial part of its or its Subsidiaries' business and properties or any of its or its Subsidiaries' capital stock whether by merger, purchase of assets, tender offer or otherwise (an "Alternative Transaction"). LaTex shall not (and will cause each of LaTex's Executives, directors, legal and financial advisors and Affiliates not to), directly or indirectly, participate in any negotiations or discussions regarding, or furnish any information with respect to, or otherwise cooperate in any way in connection with, or assist or participate in, facilitate or encourage, any effort or attempt to effect or seek to effect, any Alternative Transaction with or involving any person other than Alliance unless LaTex shall have received an unsolicited written offer to effect an Alternative Transaction which, in the exercise of its fiduciary duty after consideration of advice from its legal and financial advisors, LaTex's Board of Directors determines is likely to be more beneficial to the LaTex Stockholders than the Merger. LaTex will promptly communicate to Alliance the terms of any proposal which it may receive in respect of any such transaction and will keep Alliance informed as to the status of any actions, including negotiations or discussions, taken pursuant to the preceding sentence. 7. Actions of Alliance and Newco Prior to the Closing Date. ------------------------------------------------------- 7.1 Affirmative Covenants. Prior to the Closing Date, Alliance, except --------------------- as otherwise set forth in Section 7.1 of the Alliance Disclosure Schedule, ----------------------------------------------- covenants that, unless the prior written consent of LaTex is first obtained, which consent shall not be unreasonably withheld, the Alliance Entities will: (a) Carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and use all reasonable efforts to (i) preserve intact their respective present business organizations, (ii) keep available the services of their respective present officers and key employees and (iii) preserve their respective relationships with customers, suppliers and any others having business dealings with them; and (b) Duly comply with all laws applicable to them and their respective properties, operations, business and employees which if not complied with would result in a Material Effect. 7.2 Negative Covenants. Prior to the Closing Date, except with the ------------------ prior written consent of LaTex, and except as otherwise set forth in Section ------- 7.2 of the Alliance Disclosure Schedule, which consent shall not be - --------------------------------------- unreasonably withheld, the Alliance Entities will not: (a) Do any of the restricted acts set forth in Section 5.8 hereof, or ----------- enter into any agreement of a nature set forth in Section 5.28 hereof; ------------ B-40 (b) Enter into or permit any of the Alliance Entities to enter into any transaction other than in the ordinary course of business; or (c) Amend the respective organizational or governing documents of any of the Alliance Entities. 7.3 Consents. The Alliance Entities will use their best efforts to -------- obtain all consents from third parties necessary or appropriate to effectuate the transactions contemplated by this Agreement. 7.4 Advice of Changes. Alliance will promptly advise LaTex in writing ----------------- from time to time prior to the Closing Date with respect to any matter hereafter arising and known to it that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Alliance Disclosure Schedule or would have resulted in any representation of Alliance in this Agreement being untrue. 7.5 Best Efforts. The Alliance Entities will use their best efforts to ------------ cause to be fulfilled those of the conditions to LaTex's obligations to consummate the transactions contemplated by this Agreement that are dependent upon their actions and to execute and deliver such instruments and take such other actions as necessary or appropriate in order to carry out the intent of this Agreement. 7.6 Access to Properties and Records. From and after the date of this -------------------------------- Agreement through the earlier of the Closing or the termination of this Agreement, the Alliance Entities shall (a) provide LaTex an identification of and access to all books, records and documents, including contracts, agreements, consents, settlements, maps, revenue and expense information, production data and geological and geophysical data relating to the Alliance Interests, (b) afford to LaTex and their officers, attorneys, accountants and other authorized representatives free and full access during normal business hours to the offices, properties, books and records of the Alliance Entities, and (c) cause counsel and accountants to the Alliance Entities to furnish such additional financial and operating data and other information as LaTex shall from time to time request in order that LaTex may have full opportunity to make such investigation as they shall desire to make of the affairs of the Alliance Entities and their assets. 7.7 Supply Documents, Reports, etc. ------------------------------- (a) Alliance shall furnish or make available to LaTex all documents, reports and other information and data (including financial statements) concerning the Alliance Entities as LaTex may reasonably require in connection with any statement, application, or document required to be filed with applicable Governmental Entities in connection with the transaction contemplated by this Agreement or furnished to any other person, firm, corporation or Governmental Entity in connection with this Agreement, including, but not limited to the Commission, the Federal Trade Commission and the Department of Justice. (b) Alliance represents and warrants that all such information shall be true, correct, and complete in all material respects and shall not omit any material fact required to be stated to make such information not misleading in light of the circumstances under which made. 7.8 No Solicitation, etc. Alliance shall not (and will cause each of -------------------- the executive officers and members of its executive management, as identified in Alliance's Annual Report to Stockholders for the fiscal year ended April 30, 1996 (collectively, "Alliance's Executives"), and its directors, legal and financial advisors and Affiliates not to) directly or indirectly make, solicit, encourage, initiate or B-41 enter into any agreement or agreement in principle, or announce any intention to do any of the foregoing, with respect to any offer or proposal to acquire all or a substantial part of its or its Subsidiaries' business and properties or any of its or its Subsidiaries' capital stock whether by merger, purchase of assets, tender offer or otherwise (an "Alternative Transaction"). Alliance shall not (and will cause each of Alliance's Executives, directors, legal and financial advisors and Affiliates not to), directly or indirectly, participate in any negotiations or discussions regarding, or furnish any information with respect to, or otherwise cooperate in any way in connection with, or assist or participate in, facilitate or encourage, any effort or attempt to effect or seek to effect, any Alternative Transaction with or involving any person other than LaTex unless Alliance shall have received an unsolicited written offer to effect an Alternative Transaction which, in the exercise of its fiduciary duty after consideration of advice from its legal and financial advisors, Alliance's Board of Directors determines is likely to be more beneficial to the Alliance Stockholders than the Merger. Alliance will promptly communicate to LaTex the terms of any proposal which it may receive in respect of any such transaction and will keep LaTex informed as to the status of any actions, including negotiations or discussions, taken pursuant to the preceding sentence. Nothing contained herein shall preclude Alliance from continuing negotiations to acquire certain assets and companies which have been previously disclosed to LaTex ("Potential Additional Transactions"); provided, however, that the terms of any -------- ------- Potential Additional Transaction shall have been disclosed in writing and are acceptable to LaTex prior to the execution of a definitive agreement with respect to such assets or companies and further provided that any agreement by Alliance to acquire such assets or companies pursuant to any Potential Additional Transaction shall require the issuance of a fairness opinion by Rothschild Natural Resources LLC; and further provided that if LaTex fails or refuses to accept the terms of any Potential Additional Transaction disclosed to it in writing by Alliance, such Potential Additional Transaction shall not constitute an Alternative Transaction, but if Alliance determines to proceed with a Potential Alternative Transaction, the terms of which have not been accepted by LaTex, LaTex shall have the absolute right to terminate this Agreement pursuant to Section 11.1(l), in which event neither party shall have --------------- any further obligation or liability to the other as more particularly described in Section 11.3(a). --------------- 8. Conditions to Alliance's or Newco's Obligations. Each and every ----------------------------------------------- obligation of Alliance and Newco under this Agreement to be performed on or before the Closing Date is, at the option of Alliance, subject to the satisfaction on or before the Closing Date of each of the following conditions: (a) Each class of the LaTex Stockholders shall have approved the Merger. (b) (i) All of the terms, covenants and conditions of this Agreement to be complied with or performed by LaTex at or before the Closing Date shall have been duly complied with and performed in all material respects, (ii) the representations and warranties of LaTex set forth in Article 4, as modified by --------- the statements contained in the LaTex Disclosure Schedule, shall be true in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date (but this provision shall not mean that representations and warranties relating to a specific date, such as Section 4.6(a), shall relate to any other -------------- date) and (iii) Alliance shall have received a certificate to such effect from an officer of LaTex. Whether the conditions in subparagraphs (i) and (ii) above have been satisfied shall be determined without regard to any materiality qualifications or provisions contained in any such covenants, representations or warranties. (c) All consents, waivers, ap provals, licenses, authorizations of, or filings or declarations with third parties or Governmental Entities required to be obtained by the LaTex Entities in order to permit the transactions contemplated by this Agreement to be consummated in accordance with governmental laws, rules, regulations and agreements shall have been obtained, and the registration B-42 statement required by Section 2.10(b) shall be effective under the Securities --------------- Act, no stop orders suspending the effectiveness of the registration statement shall have been issued, no action, suit, proceeding or investigation by the Commission to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities laws or the Securities Act or the Securities Exchange Act of 1934 relating to the issuance or trading of the Alliance Shares issuable pursuant to the Merger shall have been received. (d) LaTex shall have delivered to Alliance an agreement in the form attached to this Agreement as Exhibit C, executed by each of LaTex's --------- Affiliates regarding his or its investment in the Alliance Shares. (e) Alliance and Newco shall have received the opinion of counsel for LaTex, dated the Closing Date, opining to certain of the matters referenced in Sections 4.1, 4.2, 4.3, 4.4, 4.10 and 4.25 and in the form acceptable to - ------------------------------------------ Alliance and Newco and their counsel. (f) The aggregate number of each class of LaTex Shares held by the LaTex Stockholders who have delivered and not withdrawn a written demand for appraisal of their shares shall not exceed five percent (5%) of that class of LaTex Shares outstanding and entitled to vote at the meeting of LaTex Stockholders. (g) All outstanding options or other rights to purchase or acquire LaTex Shares (other than the Warrants) shall have been canceled without further liability to LaTex or Alliance. (h) All actions, proceedings, instruments and documents in connection with the consummation of the transactions contemplated by this Agreement, including the forms of all documents, legal matters, opinions and procedures in connection therewith, shall have been approved in form and substance by counsel for Alliance, Jenkens & Gilchrist, P.C., which approval shall not be unreasonably withheld. (i) The LaTex Entities shall have furnished such certificates to evidence compliance with the conditions set forth in this Article, as may be reasonably requested by Alliance or its counsel. (j) There shall not have been any material loss resulting from destruction of the LaTex Interests due to acts of God, fire, explosion or other casualty which is not reimbursable in all material respects under policies of insurance maintained by or for the benefit of the LaTex Entities. (k) No material information or data provided or made available to Alliance by or on behalf of LaTex shall be incorrect in any material respect. (l) LaTex shall have sold or otherwise disposed of its interests in the Excluded Entities. The conditions of the sale or disposition shall result in no less favorable terms to LaTex than if the existing equity and debt reflected on LaTex's books for these interests were written down to zero. At the time of the Merger, LaTex shall have no rights or obligations with respect to any of these entities. (m) The Alliance Shares to be issued to the LaTex Stockholders pursuant to the Merger shall have been approved for listing on the London Stock Exchange and such listing shall have become effective. B-43 (n) Each LaTex Stockholder who will directly own five percent (5%) or more of both the voting power and total value of Alliance as a consequence of the Merger and the transactions contemplated thereby will enter into a gain recognition agreement with the Internal Revenue Service. 9. Conditions to LaTex's Obligations. Each and every obligation of LaTex --------------------------------- under this Agreement to be performed on the Closing Date is, at the option of LaTex, subject to the satisfaction on or before the Closing Date, of each of the following conditions: (a) The Alliance Stockholders shall have approved the Merger, the issue of the new Alliance Shares and the reverse stock split of the Alliance Shares; (b) (i) All of the terms, covenants and conditions of this Agreement to be complied with or performed by Alliance and Newco at or before the Closing Date shall have been duly complied with and performed in all material respects, (ii) the representations and warranties of Alliance and Newco set forth in Article 5, as modified by the statements contained in the Alliance Disclosure - --------- Schedule, shall be true in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date (but this provision shall not mean that representations and warranties relating to a specific date, such as Section ------- 5.6(a), shall relate to any other date), and (iii) LaTex shall have received a - ------ certificate to such effect from an officer of each of Alliance and Newco at Closing. Whether the conditions in subparagraphs (i) and (ii) above have been satisfied shall be determined without regard to any materiality qualifications or provisions contained in any such covenants, representations or warranties. (c) All consents, waivers, approvals, licenses, authorizations of, or filings or declarations with third parties or Governmental Entities required to be obtained by Alliance and Newco in order to permit the transactions contemplated by this Agreement to be consummated in accordance with governmental laws, rules, regulations and agreements shall have been obtained, and the registration statement required by Section 2.10(b) shall be effective under the --------------- Securities Act, no stop orders suspending the effectiveness of the registration statement shall have been issued, no action, suit, proceeding or investigation by the Commission to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities laws or the Securities Act or the Securities Exchange Act of 1934 relating to the issuance or trading of the Alliance Shares issuable pursuant to the Merger shall have been received. (d) LaTex shall have received opinions from counsel for Alliance and Newco, dated the Closing Date, opining to certain of the matters referenced in Sections 5.1, 5.2, 5.3, 5.4, 5.6, 5.10 and 5.24 and in the forms acceptable - ------------------------------------------------ to LaTex and its counsel. (e) All actions, proceedings, instruments and documents in connection with the consummation of the transactions contemplated by this Agreement, including the forms of all documents, legal matters, opinions and procedures in connection therewith, shall have been approved in form and substance by counsel for LaTex, Pray, Walker, Jackman, Williamson & Marlar, which approval shall not be unreasonably withheld. (f) Alliance and Newco shall have furnished such certificates of its officers and others to evidence compliance with the conditions set forth in this Article, as may be reasonably requested by LaTex or its counsel. B-44 (g) There shall not have been any material loss resulting from destruction of the Alliance Interests due to acts of God, fire, explosion or other casualty which is not reimbursable in all material respects under policies of insurance maintained by or for the benefit of the Alliance Entities. (h) No material information or data provided or made available to LaTex by or on behalf of Alliance shall be incorrect in any material respect. (i) The Alliance Shares to be issued to the LaTex Stockholders pursuant to the Merger shall have been approved for listing on the London Stock Exchange and such listing shall have become effective. (j) Alliance shall have entered into a definitive agreement with John O'Brien, the former Chief Executive Officer of Alliance ("O'Brien"), to settle all claims, disputes, actions and disagreements between Alliance and O'Brien on terms either previously disclosed in writing to LaTex or otherwise reasonably satisfactory to LaTex. (k) LaTex shall have received an opinion from counsel for Alliance and Newco, dated the Closing Date, in a form reasonably satisfactory to LaTex, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; (ii) the exchange in the Merger of LaTex Common Stock, LaTex Series A Shares, LaTex Series B Shares and LaTex Warrants for Alliance Shares will not give rise to gain or loss to the LaTex Stockholders with respect to such exchange; and (iii) LaTex will not recognize gain or loss as a consequence of the Merger and the transactions contemplated thereby. (l) Alliance shall have consummated all Potential Additional Transactions, if any, for which definitive agreements were executed by Alliance on or before September 15, 1996, in accordance with the provisions of Section 7.8, and which are required so that the matters to be addressed in the - ----------- opinion described in Section 9(k) will be true and correct as of Closing. ------------ 10. Additional Agreements. --------------------- 10.1 Confidentiality. The parties hereto will, and will cause their --------------- officers, directors, employees and authorized representatives to, hold in confidence all, and not to use or to disclose to others any, nonpublic information received by them from another party hereto in connection with the transactions contemplated by this Agreement; provided, however, the foregoing shall not restrict necessary disclosures in compliance with requirements of any law, governmental order or regulation. 10.2 Further Assurances. After Closing, the parties shall execute, ------------------ acknowledge and deliver or cause to be executed, acknowledged and delivered such instruments and take such other action including payment of monies as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto or required by law. If at any time subsequent to the Closing, any party comes into possession of money or property belonging to another party, such money or property shall be promptly turned over to the party entitled thereto. B-45 10.3 Resignations. Messrs. Jeffrey T. Wilson and Malcom W. Henley ------------ shall resign as officers, directors and employees of the LaTex Entities as of Closing, and LaTex shall cause all other officers and directors of the LaTex Entities to resign as officers and directors as of Closing. 10.4 Alliance Directors. At the Closing Date, the Board of Directors of ------------------ Alliance will be expanded to nine members and Messrs. Jeffrey T. Wilson and John R. Martinson will be appointed to the Board of Alliance. 10.5 Offices. The executive offices of the Surviving Corporation shall ------- be located in London, England, with LaTex's present offices becoming the operational headquarters for the assets located in the United States. 10.6 LaTex Personnel. Alliance agrees that any LaTex personnel --------------- terminated as a result of the Merger will be compensated on a no less favorable basis than LaTex's existing policies governing these matters currently provides; provided, however, that Alliance shall have the right to terminate any employee at any time for any reason or for no reason. The following key personnel shall be retained as full-time employees of the Surviving Corporation for a minimum of six months following the completion of the Merger: Messrs. Hull, Heinsius, Cox, Ensminger, Smethers and Burns; provided, however, that Alliance shall have the right to terminate any of the foregoing individuals for good cause. 10.7 Consulting Agreement. As of the Closing Date, Alliance shall enter -------------------- into a consulting arrangement with Mr. Jeffrey T. Wilson satisfactory to both parties pursuant to which Mr. Wilson will provide certain consulting services relating to acquisitions in the energy industry for Alliance subsequent to the Merger. 11 Termination, Waiver and Amendment. --------------------------------- 11.1 Termination. This Agreement and the transactions contemplated ----------- herein may be terminated and abandoned at any time on or prior to the Closing Date: (a) By mutual consent of LaTex and Alliance; or (b) By Alliance if: (i) Any representation, warranty or covenant made herein for the benefit of Alliance or Newco or any certificate, schedule or document furnished to Alliance pursuant to this Agreement is untrue in any material respect (without regard to any materiality or knowledge qualifications or provisions contained in such representation, warranty or covenant) and such breach is not cured within ten (10) days of LaTex's receipt of a notice from Alliance that such breach exists or has occurred; (ii) LaTex shall have defaulted in any material respect (without regard to any materiality qualifications or provisions contained in such representation, warranty or covenant) in performance of any material obligation under this Agreement and such breach is not cured within ten (10) days of LaTex's receipt of a notice from Alliance that such breach exists or has occurred; or B-46 (iii) Consummation of the transactions contemplated by this Agreement would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction; or (c) By LaTex if: (i) Any representation, warranty or covenant made herein for the benefit of LaTex or any certificate, schedule or document furnished to LaTex pursuant to this Agreement is untrue in any material respect (without regard to any materiality or knowledge qualifications or provisions contained in such representation, warranty or covenant) and such breach is not cured within ten (10) days of Alliance's receipt of a notice from LaTex that such breach exists or has occurred; (ii) Alliance or Newco shall have defaulted in any material respect (without regard to any materiality qualifications or provisions contained in such representation, warranty or covenant) in performance of any material obligation under this Agreement and such breach is not cured within ten (10) days of Alliance's receipt of a notice from LaTex and the Controlling Stockholders that such breach exists or has occurred; or (iii) Consummation of the transactions contemplated by this Agreement would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction; or (d) By either party if the Closing Date does not occur on or before January 31, 1997 (or such later date as may be mutually agreed upon by the parties hereto), and such party has complied with the provisions of Section ------- 6.5 or Section 7.5, as the case may be. - --- ----------- (e) By either Alliance or LaTex, if this Agreement, the Merger and the Alliance reverse stock split shall fail to be approved and adopted by the affirmative vote of the LaTex Stockholders required under the law applicable to LaTex and LaTex's charter; (f) By either LaTex or Alliance, if this Agreement, the Merger and the Alliance reverse stock split shall fail to be approved and adopted by the affirmative vote of the Alliance Stockholders required under the law applicable to Alliance and Alliance's charter; (g) By LaTex, upon the prior payment of a termination fee to Alliance in the amount of $1,000,000, plus an amount equal to Alliance's Reimbursable Expenses if LaTex shall have received an unsolicited written offer from a person to effect an Alternative Transaction which, in the exercise of its fiduciary duty after consideration of advice from its legal and financial advisors, LaTex's Board of Directors determines will be more beneficial to the LaTex Stockholders than the Merger and which LaTex's Board of Directors has determined to accept; provided that LaTex shall not be entitled to terminate this Agreement -------- pursuant to this paragraph (g) if LaTex shall have breached Section 6.9 with ----------- respect to the offer in question; (h) By Alliance, upon the prior payment of a termination fee to LaTex in the amount of $1,000,000, plus an amount equal to LaTex's Reimbursable Expenses if Alliance shall have received an unsolicited written offer from a person to effect an Alternative Transaction which, in the exercise of its fiduciary duty after consideration of advice from its legal and financial advisors, Alliance's Board of Directors determines will be more beneficial to the Alliance Stockholders than the Merger and which Alliance's Board of Directors has determined to accept; provided that Alliance shall not be entitled to -------- B-47 terminate this Agreement pursuant to this paragraph (h) if Alliance shall have breached Section 7.8 with respect to the offer in question; ----------- (i) By LaTex if Alliance's Board of Directors shall have approved, recommended or endorsed an Alternative Transaction; or (j) By Alliance if LaTex's Board of Directors shall have approved, recommended or endorsed an Alternative Transaction. (k) By LaTex if, on September 15, 1996, the matters to be addressed in the opinion described in Section 9(k) will not be true and correct as of that ------------ date because Alliance has neither (i) entered into any definitive agreement(s) with respect to any Potential Additional Transactions in accordance with the provisions of Section 7.8, after giving effect to such Potential Additional ----------- Transaction as if it had occurred on September 15, 1996 nor (ii) elected to restructure the Merger and the transactions contemplated thereby in accordance with Section 2.11. ------------ (l) By LaTex, pursuant to its rights under Section 7.8 hereof. ----------- 11.2 Manner of Exercise. In the event of termination and abandonment by ------------------ Alliance or LaTex, or both, authorized by Section 11.1, written notice thereof ------------ shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereunder shall be abandoned without further action by the parties. 11.3 Effect of Termination. --------------------- (a) In the event of the termination and abandonment authorized by Section 11.1(a), (b), (c), (d), (e), (f), (k) or (l), then, subject to, and - ---------------------------------------------------- except as otherwise provided in, the provisions of Section 11.3(d) and Section --------------- ------- 11.3(e), this Agreement shall become void and have no effect, without any - ------- liability on the part of any of the parties or their directors or officers or stockholders in respect of this Agreement and the transactions contemplated hereby, except for the confidentiality obligation of Section 10.1 and this ------------ Section 11.3. - ------------ (b) LaTex shall pay to Alliance a termination fee in cash of $1,000,000 plus an amount equal to Alliance's Reimbursable Expenses within five business days of termination of this Agreement by LaTex pursuant to Section 11.1(g) or --------------- by Alliance pursuant to Section 11.1(j). --------------- (c) Alliance shall pay to LaTex a termination fee in cash of $1,000,000 plus an amount equal to LaTex's Reimbursable Expenses within five business days of termination of this Agreement by Alliance pursuant to Section 11.1(h) --------------- or by LaTex pursuant to Section 11.1(i). --------------- (d) At the election of Alliance, LaTex shall pay to Alliance a termination fee in cash of $1,000,000, plus the amount of Alliance's Reimbursable Expenses within five business days following written notice of such election by Alliance delivered following termination of this Agreement by Alliance pursuant to Section 11.1(b)(i) or (b)(ii), provided that ------------------ ------- -------- any breach, in addition to giving rise to Alliance's right to terminate this Agreement pursuant to Section 11.1(b)(i) or (b)(ii), constituted a knowing ------------------ ------- misrepresentation or intentional breach of warranty by LaTex as of the date hereof or an intentional breach of an obligation of LaTex, or a knowing or intentional breach of Article 6 hereof, provided, further, that if Alliance --------- -------- ------- delivers such written notice, payment in full of the fees and expense reimbursement pursuant to this Section shall be in complete satisfaction of any and all liabilities or obligations that LaTex or its officers, directors and stockholders may have to Alliance as a result of any of the provisions of this Agreement or the termination thereof. B-48 (e) At the election of LaTex, Alliance shall pay to LaTex a termination fee in cash of $1,000,000, plus the amount of LaTex's Reimbursable Expenses within five business days following written notice of such election by LaTex delivered following termination of this Agreement by LaTex pursuant to Section ------- 11.1(c)(i) or (c)(ii), provided that any breach, in addition to giving rise to - ---------- ------- -------- LaTex's right to terminate this Agreement pursuant to Section 11.1(c)(i) or ------------------ (c)(ii), constituted a knowing misrepresentation or intentional breach of - ------- warranty by Alliance as of the date hereof or an intentional breach of an obligation of Alliance, or a knowing or intentional breach of Article 6 --------- hereof, provided, further, that if LaTex delivers such written notice, payment -------- ------- in full of the fees and expense reimbursement pursuant to this Section shall be in complete satisfaction of any and all liabilities or obligations that Alliance or its officers, directors and stockholders may have to LaTex as a result of any of the provisions of this Agreement or the termination thereof. 12. Miscellaneous. ------------- 12.1 Survival. Except for Sections 2.1 through 2.9 and this Article 12, -------- ------------ --- ---------- the representations, warranties, covenants and agreements of the parties to this Agreement shall not survive the Closing and shall thereafter be of no further force and effect for any purpose. 12.2 Expenses. Except as otherwise provided herein, the parties shall -------- each pay their own expenses and costs in connection with this Agreement and the transactions contemplated hereby. 12.3 Press Releases. No party shall make any public announcement or -------------- press release with respect to this transaction without first consulting with the other parties and giving such parties the opportunity to review and comment thereon. 12.4 Binding Effect. This Agreement and all of the provisions hereof -------------- shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the others. Nothing contained herein, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 12.5 Severability. Any provision of this Agreement that is prohibited or ------------ unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 12.6 Notices. Any notice, request, instructions or other document to be ------- given hereunder to any party shall be in writing, sent by facsimile transmission or delivered personally or by courier or sent by certified mail, postage prepaid, as follows: If to LaTex (prior to the Closing): LaTex Resources, Inc. 4200 East Skelly Drive, Suite 1000 Tulsa, Oklahoma 74135 Attn: Jeffrey T. Wilson, President FAX: (918) 747-7010 B-49 If to Alliance or Newco: Alliance Resources Plc Kingsbury House 15-17 King Street London SWIY 6QU Attn: John A. Keenan, Managing Director FAX: 011 44 171 930 6579 With copy to: Jenkens & Gilchrist, P.C. 1445 Ross Avenue, Suite 3200 Dallas, Texas 75202-2711 Attn: Francis M. Munchinski FAX: (214) 855-4300 Any party may change its address for purposes of this Section by giving written notice of such change of address to the other parties in the manner herein provided for giving notice. Any notice or communication hereunder shall be deemed to have been given when (i) deposited in the United States mail, if by certified mail, and (ii) received, if delivered personally or by courier or facsimile transmission. 12.7 Entire Agreement. This Agreement (including the instruments between ---------------- the parties referred to herein and any waivers delivered pursuant hereto) constitutes the entire agreement among the parties and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, including, without limitation, that certain letter agreement, dated June 28, 1996 between Alliance and LaTex. The Exhibits and Schedules are a part of this Agreement as if fully set forth herein. All references to articles, sections, subsections, paragraphs, clauses, exhibits and schedules shall be deemed references to such part of this Agreement, unless the context shall otherwise require. 12.8 Amendments; Waivers. No supplement, modification, or amendment of ------------------- this Agreement or waiver of any provision of this Agreement will be binding unless executed in writing by, or on behalf of, all parties to this Agreement. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision of this Agreement (regardless of whether similar), nor will any such waiver constitute a continuing waiver unless otherwise expressly provided. 12.9 Headings. Descriptive headings contained herein are for convenience -------- of reference only and shall not affect the meaning or interpretation hereof. 12.10 Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one agreement. 12.11 Specific Performance. The parties hereto agree that irreparable -------------------- damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provision B-50 hereof in any court of the United States or any state having jurisdiction, in addition to any other remedy to which they are entitled at law or in equity. 12.12 GOVERNING LAW. THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE ------------- PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 12.13 Schedules. Any item disclosed by any party in the its Disclosure --------- Schedule for one purpose and in response to a specific section of this Agreement shall not be deemed disclosed for any other purpose and in response to any other section of the Agreement unless specifically so stated. 12.14 Time of Essence. Time is of the essence of the parties' obligations --------------- to consummate the transactions contemplated by this Agreement on the Closing Date. 12.15 Best Efforts. No provision of this Agreement calling for a party to ------------ use its best efforts or reasonable efforts shall be construed so as to require such party to incur out-of-pocket expenditures other than expenditures normally incurred in transactions similar to the Merger or to take any step that would not be commercially reasonable, in light of all of the circumstances. EXECUTED as of the day and year first above written. Alliance: ALLIANCE RESOURCES PLC By: John A. Keenan President NEWCO: ALLIANCE RESOURCES (DELAWARE), INC. By: John A. Keenan President LATEX: LATEX RESOURCES, INC. By: Jeffrey T. Wilson President B-51 APPENDIX C OPINIONS OF WOOD ROBERTS, L.L.C. [Wood Roberts Letterhead] August 8, 1996 The Board of Directors LaTex Resources, Inc. 4200 East Skelly Drive, Suite 1000 Tulsa, Oklahoma 74170 Gentlemen: You have asked Wood Roberts, LLC. to examine the terms of the proposed merger (the "Merger") between LaTex Resources, Inc. ("LaTex") and Alliance Resources PLC ("Alliance"), as set forth in the Agreement and Plan of Merger scheduled to be executed on August 9, 1996 (the "Agreement"), in conjunction with the proposed disposal of certain assets of LaTex as provided by the Agreement, and to render an opinion as to the fairness of such terms from a financial stand point to the shareholders of LaTex. Pursuant to the Agreement, Alliance Resources (Delaware), Inc. ("Alliance Delaware"), a newly formed, wholly owned subsidiary of Alliance, will be merged with and into LaTex and the separate corporate existence of Alliance Delaware will cease. LaTex will be the surviving corporation in the Merger and will be a wholly owned subsidiary of Alliance. All issued and outstanding Common Shares, Series A Shares and Series B Shares of LaTex will be canceled and, in consideration of such cancellation, the holders will become entitled to the allotment of common shares of Alliance with a par value (Pounds)0.01 ("Alliance Shares") in the total amount of 24,043,000 Alliance Shares, equal to 72% of the then issued Alliance Shares, and in amounts for each Common Share, Series A Share and Series B Share as will be set forth in the Agreement prior to execution. In consequence, the opinion expressed hereinbelow is qualified with respect to the fairness of the allocation of Alliance Shares between the separate classes of LaTex shares. Each warrant to purchase LaTex Common Shares (a "Warrant") will be canceled and, in consideration of such cancellation, the holder will become entitled to receive a new warrant to subscribe for the number of Alliance Shares that the holder of the Warrant would have been entitled to receive if such holder had exercised the Warrant prior to the Merger and received LaTex shares. The holders of Warrants will have the right to subscribe to a further number of Alliance Shares as will be set forth in the Agreement. The Alliance Shares are currently traded on the London Stock Exchange and LaTex Common Shares are traded on the over the counter market of the NASD. Following the Merger, the Alliance Shares will be traded on the London Stock Exchange and no market will be made on NASDAQ. C-1-1 It is a condition of the Agreement that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986 and that the exchange of shares in the Merger will not give rise to gain or loss to LaTex or its shareholders. As of the date of this letter, Alliance is in negotiation with certain other entities regarding the potential acquisition of other assets or companies. We cannot give an opinion on the effect of such potential acquisitions on the shareholders of LaTex. However, the terms of the Agreement provide that the terms of such potential acquisitions must be acceptable to LaTex prior to the execution of an agreement relating thereto. The Agreement excludes certain non-performing assets of LaTex from the Merger. Such assets will be sold to Imperial Petroleum, Inc. for a consideration of 100,000 LaTex Common Shares. In arriving at our opinion, we have reviewed the Agreement, information provided to us by the management of LaTex and Alliance and by certain of their professional advisors, as well as information that is in the public domain. Furthermore, we have had the opportunity of meeting with the management of LaTex and Alliance to discuss the historical and current business of each company, their prospects as stand-alone entities and the potential short-term and medium- term strategic and financial benefits of the proposed Merger. Our review of the terms of the Merger has been undertaken with reference to, among other things: the relative net asset values of LaTex and Alliance; financial condition and debt ratios; earnings, cash flow and the ability to develop or re-work assets; and the pro forma financial position of the merged company and its ability to obtain debt or equity funding. We have analyzed certain financial, industry and market related information and data. Furthermore, we have examined data indicative of the relative merits of LaTex shareholders exchanging their shares for shares listed for trading on the London Stock Exchange. We have not been asked to undertake an independent analysis of comparable transactions. However, we have reviewed certain published data in this regard. We have not independently verified any of the foregoing information and, in using such information in our review of the Merger, we have relied upon it being complete and accurate in all material respects. In any merger of publicly traded companies, regulatory and governmental approvals must be sought and obtained. In our review of the Merger of LaTex and Alliance, we have assumed that such approvals will be forthcoming and that no restriction will be imposed that will have a material adverse effect on the contemplated benefits of the Merger. Our opinion is rendered on the basis of our knowledge of the circumstances disclosed to us as of the date of this letter. We act as financial advisor to LaTex in relation to the Merger. We have received fees for such services in the past and have an agreement with LaTex for the payment of a fee if the Merger is consummated. John R. Martinson, a director of LaTex, is a principal of Wood Roberts, LLC. Mr. Martinson has recused himself from consideration of the terms of the Merger for the purpose of this opinion. Based upon the results of our analysis of the matters set forth above, our knowledge of the market for and valuation of securities in the U.S.A. and the United Kingdom, our overall experience in the energy sector in both of the aforementioned countries, all other factors that we consider to be relevant and subject to the qualification hereinbefore stated, we are of the opinion that the financial terms of the Merger are fair to the shareholders of LaTex. Yours sincerely, C-1-2 WOOD ROBERTS, LLC. C-1-3 [Wood Roberts Letterhead] October 1, 1996 The Board of Directors LaTex Resources, Inc. 4200 East Skelly Drive, Suite 1000 Tulsa, Oklahoma 74170 Gentlemen: You have asked Wood Roberts, LLC. to examine the proposed amended Section 9(k) of the proposed merger (the "Merger") between LaTex Resources, Inc. ("LaTex") and Alliance Resources Plc ("Alliance") and Alliance Resources (Delaware), Inc. ("Alliance Delaware"), as set forth in the Agreement and Plan of Merger scheduled to be executed on August 12, 1996 (the "Agreement") and to render an opinion as to the fairness of such amendment from a financial stand point to the shareholders of LaTex. The amendment, as proposed by Alliance, seeks to eliminate the condition that counsel for Alliance and Alliance Delaware shall issue a satisfactory opinion that the Merger is a tax free organization under Section 368(a) of the Internal Revenue Code of 1986 and that the exchange of LaTex shares and warrants for Alliance shares will not give rise to gain or loss to the LaTex shareholders. In rendering this further opinion, Wood Roberts has relied upon information provided to it by LaTex to the effect that the transaction will be a taxable event and offers no opinion as to the tax status of the transaction. Furthermore, Wood Roberts has not been asked to, nor is it willing to, provide an opinion on the tax effect of the transaction on individual shareholders or classes of shareholders, and all such shareholders should consult their own tax advisor with reference to their own position. The contents of this opinion and the related analysis provided herewith should be considered in conjunction with and subject in all respects to the terms of reference, contents of and limitations to the fairness opinion rendered by Wood Roberts in relation to the Merger on August 8, 1996. Based upon our understanding of the tax effect of the proposed amendment, our knowledge of the historical and current price of LaTex shares, our knowledge of the market for and valuation of securities in the U.S.A. and the United Kingdom, our experience in the energy sector in both of the aforementioned countries, the overall and continuing benefits to be obtained by the shareholders of LaTex from the Merger with Alliance, all other factors that we consider to be relevant and subject to the qualifications hereinbefore stated, we are of the opinion that the financial terms of the Merger remain fair to the shareholders of LaTex. Yours sincerely, WOOD ROBERTS, LLC. C-2-1 APPENDIX D DELAWARE GENERAL CORPORATION LAW (S)262. APPRAISAL RIGHTS. (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to (S)228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of his shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to (S)251, (S)252, (S)254, (S)257, (S)258, (S)263 or (S)264 of this title: (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the national Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsections (f) or (g) of (S)251 of this title. (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to (S)(S)251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders; D-1 c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph. (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under (S)253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporation, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of his shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of his shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of his shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to (S)228 or 253 of this title, the surviving or resulting corporation, either before the effective date of the merger ro consolidation or within 10 days thereafter, shall notify each of the stockholders entitled to appraisal rights of the effective date of the merger or consolidation and that appraisal rights are available for any or all of the shares of the constituent corporation, and shall include in such notice a copy of this section. The notice shall be sent by certified or registered mail, return receipt requested, addressed to the stockholder at his address as it appears on the records of the corporation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of the notice, demand in writing from the surviving or resulting corporation the appraisal of his shares. Such demand will be sufficient if it reasonably informs the corporation D-2 of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of his shares. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw his demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after his written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later. (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation. (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name D-3 appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted his certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that he is not entitled to appraisal rights under this section. (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded his appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of his demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. D-4 APPENDIX S - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 1996 or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 0-13399 LATEX RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 73-1405081 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4200 East Skelly Drive Suite 1000 Tulsa, Oklahoma 74135 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 747-7000 Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered ------------------- ----------------------------------------- Common Stock, $0.01 par value per share Pacific Stock Exchange Common Stock Purchase Warrants Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of the Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the Registrant's voting stock held by non-affiliates as of October 25, 1996 was approximately $4,830,888 (based upon the average of the high bid and closing asked prices on such date). On October 25, 1996 there were 19,805,495 shares of the Registrant's common stock issued and outstanding. Documents Incorporated by Reference NONE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S-1 LATEX RESOURCES, INC. FORM 10-K FISCAL YEAR ENDED JULY 31, 1996 -------------------------------------------------------- TABLE OF CONTENTS PART I
Page ---- Item 1. Business................................................................................. 3 Item 2. Properties............................................................................... 3 Item 3. Legal Proceedings........................................................................ 21 Item 4. Submission of Matters to a Vote of Security Holders...................................... 23 PART II Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.................... 23 Item 6. Selected Financial Data.................................................................. 24 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................................................................... 26 Item 8. Financial Statements and Supplementary Data.............................................. 37 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................................................................ 38 PART III Item 10. Directors and Executive Officers of the Registrant....................................... 38 Item 11. Executive Compensation................................................................... 40 Item 12. Security Ownership of Certain Beneficial Owners and Management........................... 46 Item 13. Certain Relationships and Related Transactions........................................... 48 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................................................................. 49 Signatures............................................................................... 61
Certain statements in this Report under the captions "Item 1. Business and Item 2. Properties" and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations", and elsewhere in this Report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward- looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual result, performance or achievements of the Company, or industry trends and results, to be materially different from any future results, trends, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among others, the following: general economic and business conditions; oil and gas and other industry conditions and trends, including supply and demand; fluctuations in the prices for oil, gas and refined products; competition; import protection and regulation (including the implementation of the World Trade Organization and North American Free Trade Agreement; the loss of any significant customers; changes in business strategy or development plans; quality of management; availability, terms and deployment of debt and equity capital; business abilities and judgment of personnel; availability of qualified personnel; changes in or the failure to comply with government regulations; and other factors referenced in this Report. See "Item 1. Business and Item 2. Properties - Cautionary Statement and Risk Factors." Without limiting the foregoing, as disclosed in "Item 1. Business and Item 2. Properties--Proposed Merger with Alliance Resources Plc," the Company has entered into an Agreement and Plan of Merger with Alliance Resources PLC ("Alliance") pursuant to which the Company will merge (the "Merger") with a wholly-owned subsidiary of Alliance. Pursuant to the Merger, two of the current directors of the Company will become directors of Alliance, but the management of the combined companies will otherwise consist of the current management of Alliance. Statements made in this Report concerning future drilling, acquisitions, budgets, spending, capital needs, operating plans and other activities are made on behalf of the current management of the Company and will not be indicative of the plans of the new management or activities of the combined companies in the event the Merger is completed. S-2 PART I Item 1. Business and Item 2. Properties. As used in this Form 10-K: "Mcf" means thousand cubic feet, "MMcf" means million cubic feet and "Bcf" means billion cubic feet. "Mcfe" means thousand cubic feet equivalent, "MMcfe" means million cubic feet equivalent and "Bcfe" means billion cubic feet equivalent. "Bbl" means barrel, "MBbls" means thousand barrels and "MMBbls" means million barrels. "BOE" means equivalent barrels of oil and "MBOE" means thousands equivalent barrels of oil. Unless otherwise indicated herein, natural gas volumes are stated at the legal pressure base of the state or area in which the reserves are located and at 60 (degrees) Fahrenheit. Natural gas equivalents are determined using the ratio of six Mcf of natural gas to one Bbl of crude oil. The term "gross" refers to the total leasehold acres or wells in which the Company has a working interest. The term "net" refers to gross leasehold acres or wells multiplied by the percentage working interest owned by the Company. "Net production" means production that is owned by the Company less royalties and production due others. "Proved reserves" are estimated quantities of crude oil, natural gas and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. "Proved developed reserves" are those reserves which are expected to be recovered through existing wells with existing equipment and operating methods. "Proved undeveloped reserves" are those reserves which are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. The term "oil" includes crude oil, condensate and natural gas liquids. Unless the context requires otherwise, all references to the "Company" include LaTex Resources, Inc., and its consolidated subsidiaries including, LaTex Petroleum Corporation ("LaTex Petroleum"), LaTex/GOC Acquisition, Inc. ("GOCA"), Germany Oil Company, formerly known as LRI Acquisition, Inc. ("Germany"), ENPRO, Inc. ("ENPRO"), Phoenix Metals, Inc. ("Phoenix Metals"), and LaTex Resources International, Inc. ("LaTex Resources International"). The Company LaTex Resources, Inc. ("the Company") is an independent oil and gas company primarily engaged in the acquisition of producing oil and gas properties which possess the potential for increased value through exploitation and development. The Company seeks to realize such potential through workovers, recompletions, secondary recovery operations, and the drilling of development or infill wells. The Company is also engaged in the purchase and marketing of crude oil and natural gas and the exploration and development of non-producing oil and gas properties. The Company owns and operates producing oil and gas properties located in 12 states, with proved reserves located primarily in the states of Mississippi, Louisiana, Oklahoma, Texas, and Alabama. Since July 31, 1991, the Company has acquired approximately 4,500 MBbls of crude oil and 25.8 Bcf of natural gas reserves involving total capital expenditures of approximately $30,840,000 for an average acquisition cost of $3.50 per BOE. Daily gross production from 156 wells operated by the Company in these states currently averages approximately 1,055 Bbls of oil and 7,600 Mcf of gas. The Company also owns interests in 342 producing wells and units in the same states which are operated by others. Daily gross production from both operated and non-operated wells, net to the Company's interest, currently averages approximately 1,000 Bbls of oil and 8,000 Mcf of gas from a total of 95 net wells. From the end of its first year of oil and gas operations in 1987, the Company's proved reserves have grown from 10 MBOE to 11,048 MBOE at July 31, 1996. At July 31, 1996, the Company's proved reserves were 6,353 MBbls of oil and 28.2 Bcf of gas. The Company has increased its average net daily S-3 production from two Bbls of oil during 1987 to 1,000 Bbls of oil and 8,000 Mcf of gas at July 31, 1996. See "Item 1. Business and Item 2. Properties - Reserves." The Company has agreed to sell approximately 400 non-strategic oil and gas properties for total consideration of approximately $1,526,000, before adjustments. The oil and gas reserve analysis, well count, acreage summaries and other data included in this Item I. Business and Item 2. Properties for the year ended July 31, 1996 do not include these properties. Historical Background The Company's predecessor was incorporated as a Texas corporation in 1981 under the name Video Science Technology, Inc. ("VSTI") and was initially organized to research, develop and market specialized video systems and products pertaining to medical, petroleum and low power television applications. By 1988, substantially all of VSTI's original businesses had been terminated and VSTI had become substantially inactive. In December 1991, Jeffrey T. Wilson ("Wilson"), James G. Borem ("Borem") and Dewitt C. Shreve ("Shreve"), agreed to exchange (the "LaTex Exchange Transaction") all outstanding shares of common stock of LaTex Petroleum Corporation, an Oklahoma corporation ("LaTex Petroleum"), for a total of 7,000,000 newly issued shares of VSTI's common stock representing approximately 61% of VSTI's resulting issued and outstanding common stock. As a result, LaTex Petroleum became a wholly owned subsidiary of VSTI. VSTI moved its principal offices from Dallas, Texas to its current offices located in Tulsa, Oklahoma and Messrs. Borem, Wilson and Shreve were elected the Directors and executive officers of VSTI. As a result of the LaTex Exchange Transaction, VSTI resumed operation through its wholly-owned subsidiary, LaTex Petroleum, in the business of acquisition of producing oil and gas properties and exploration for and production of oil and gas. In May 1992, VSTI was merged (the "Reincorporation Merger") with and into the Company (which had been formed as a wholly-owned subsidiary of VSTI solely for the purpose of effecting the Reincorporation Merger). As a result of the Reincorporation Merger, the state of incorporation of the Company was changed from Texas to Delaware and the name of the Company was changed from "Video Science Technology, Inc." to "LaTex Resources, Inc.". Each outstanding share of stock of VSTI was converted into one share of stock of the Company and the existing shareholders of VSTI automatically became shareholders of the Company. The Reincorporation Merger did not result in any change in the physical location, business, management, or financial condition of the Company. In November 1992 the Company completed a public offering of 1,125,000 units, each unit consisting of one share of common stock and two redeemable Stock Purchase Warrants to purchase one share of common stock. The purchase price for the units under the offering was $3.70 per unit. Net proceeds to the Company from the offering, approximately $4,226,063, were used to pay off the Company's then existing bank debt and for working capital. Proposed Merger With Alliance Resources Plc The Company has entered into an Agreement and Plan of Merger ("Alliance Merger Agreement") dated August 12, 1996 with Alliance Resources Plc, a company organized under the laws of the United Kingdom ("Alliance"), pursuant to which the Company will merge ("Alliance Merger") with a wholly-owned U.S. subsidiary of Alliance. Under the terms of the Alliance Merger Agreement and after giving effect to a 1 for 40 reverse stock split to be completed by Alliance, the holders of the Company's common stock will receive 0.8806 ordinary shares of Alliance for each share of such common stock, the holders of the Company's Series A Convertible Preferred Stock will receive 2.6445 ordinary shares of Alliance for each share of such Series A Convertible Preferred Stock, and the holders of the Company's Series B Senior Convertible Preferred Stock will receive 5.8709 ordinary shares of Alliance for each share of such Series B Senior Convertible Preferred Stock. Following the Alliance Merger, the holders of the Company's common and preferred stock will own, as a group, approximately 72% of the issued and outstanding ordinary shares of Alliance and the Company will become a wholly-owned subsidiary of Alliance. Holders of outstanding warrants S-4 to purchase shares of the Company's common stock will receive from Alliance replacement warrants to purchase shares of Alliance ordinary shares on substantially the same terms. Under the terms of the Alliance Merger Agreement, the Company is required to dispose of its interests in its unconsolidated affiliates Wexford Technology, Inc. ("Wexford") and Imperial Petroleum, Inc. ("Imperial"), and its interests in its wholly-owned subsidiaries LaTex Resources International, Inc. ("LaTex Resources International") and Phoenix Metals, Inc. ("Phoenix Metals"). Effective July 31, 1996, the Company has written off its $2,372,452 investment in Wexford, its $1,797,378 investment in Imperial, and its $3,446,795 investment in LaTex Resources International (which includes $2,491,299 in dry hole costs and $955,496 in abandonments relating to the Company's investments in Tunisia and Kazakhstan, respectively). Effective July 31, 1994, the Company wrote off its $222,918 investment in Phoenix Metals. The Company has entered into a Purchase Agreement with Imperial pursuant to which the Company will sell its interests in Wexford, Imperial, LaTex Resources International and Phoenix Metals to Imperial for 100,000 shares of the Company's common stock. See "Exploration and Development", "Other Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -- Proposed Merger With Alliance Resources Plc." Pursuant to the Alliance Merger, two of the current directors of the Company will become directors of Alliance, but the management of the combined companies will otherwise consist of the current management of Alliance. Statements made in this Report concerning future drilling, acquisitions, budgets, spending, capital needs, operating plans and other activities are made on behalf of the current management of the Company and will not be indicative of the plans of the new management or activities of the combined companies in the event the Merger is completed. Cautionary Statement and Risk Factors Cautionary Statement Regarding Forward-Looking Statements. In the --------------------------------------------------------- interest of providing the Company's shareholders and potential investors with certain information regarding the Company, including management's assessment of the Company's future plans and operations, certain statements set forth in this Report contain or are based on the Company's projections or estimates of revenue, income, earnings per share and other financial items or relate to management's future plans and objectives or to the Company's future economic and financial performance. Such statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to and in reliance on the safe harbor provisions of such sections. Although any forward-looking statements contained in this report or otherwise expressed by or on behalf of the Company are, to the knowledge and in the judgment of the officers and directors of the Company, expected to prove true and to come to pass, management is not able to predict the future with absolute certainty. Forward-looking statements involve known and unknown risks and uncertainties which may cause the Company's actual performance and financial results in future periods to differ materially from any projection, estimate or forecasted result. These risks and uncertainties include, among other things: volatility of oil and gas prices; product supply and demand; market competition; risks inherent in the Company's oil and gas operations both domestic and foreign; imprecision of reserve estimates; the Company's ability to replace and expand oil and gas reserves; the Company's ability to generate sufficient cash flow from operations to meet its current and future obligations; the Company's ability to access external sources of debt and equity capital; and such other risks and uncertainties described from time to time in the Company's periodic reports and filings with the Securities and Exchange Commission. These and other risks are described elsewhere in this report and in the Company's other filings with the Securities and Exchange Commission. Accordingly, shareholders and potential investors are cautioned that certain events or circumstances could cause actual results to differ materially from those projected, estimated or predicted. In addition, forward-looking statements are based on management's knowledge and judgment as of the date of this report, and the Company does not intend to update any forward-looking statements to reflect events occurring or circumstances existing hereafter. History of Losses; Accumulated Deficit. For the fiscal years ended -------------------------------------- July 31, 1996, 1995 and 1994, the Company incurred net losses of $10,230,783, $2,491,342 and $423,341 respectively. At July 31, 1996, the Company had an accumulated deficit of $11,747,860 and its working capital deficit was $28,420,291. S-5 It is expected that the Company will continue to experience losses and that, in order to achieve profitability and generate cash flow, it will be dependent upon acquiring additional debt or equity capital and acquiring or developing additional oil and gas properties. There can be no assurance that the Company will be able to do so. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8. Financial Statements and Supplementary Data." Limited Available Capital; Need for Additional Financing. Without -------------------------------------------------------- raising additional capital, the Company will be unable to acquire additional producing oil and gas properties and its ability to develop its existing oil and gas properties will be limited to the extent of available cash flow. Accordingly, in order for the Company to achieve its business objective and achieve profitable operations, it will be necessary to generate additional cash flow from operations, raise additional capital or enter into joint oil and gas development arrangements. Management intends to fund future acquisitions and develop its oil and gas reserves using cash flow from operations as well as borrowings, public and private sales of debt and equity securities and joint oil and gas development arrangements, among other possible sources. The Company estimates that it will need approximately $800,000 of capital to develop its undeveloped oil and gas reserves during the year ended July 31, 1997 and an additional $1,000,000 to develop such reserves during the following year. The Company expects to obtain these funds from cash flow, the proceeds from the sale of certain non-strategic oil and gas properties, and additional borrowings. The Company has no present arrangements for future borrowings and its cash flow from operations is not expected to be adequate to provide the funds needed for these purposes. Although the Company has agreed to sell certain non-strategic oil and gas properties for approximately $1.5 million, before adjustments, there can be no assurance that this transaction or other sources will provide funds in sufficient amounts to allow the Company to successfully implement its present business strategy of additional oil and gas property acquisitions or the development of its existing oil and gas reserves. The Company has no present arrangements to raise additional capital from the sale of its securities or joint development arrangements. No assurance can be given as to the availability or terms of any such additional financing or joint development arrangements or that such terms as are available may not be dilutive to the interests of the Company's shareholders. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8. Financial Statements and Supplementary Data." Credit Facility Covenants and Restrictions. The Company currently ------------------------------------------ owes approximately $22,206,707 under its credit facility with the Company's principal bank. The interest rate on the indebtedness is, at the option of the Company, either the lending bank's base interest rate plus 1% or up to 2% (based on the principal balance outstanding) over the rate for borrowing dollars by the lending bank in the London Interbank market. The principal must be amortized at the rate of $365,000 per month with the entire outstanding balance due March 31, 2000. The credit facility is secured by first mortgages on all of the Company's oil and gas properties. The loan agreement relating to the credit facility contains various affirmative and negative covenants including, among others, the requirements that the Company maintain certain ratios of current assets to current liabilities, minimum tangible net worth, restrictions on selling, general and administrative expenses and the payment of dividends. Material breaches of these or other covenants which are not cured or waived could result in a default under the loan agreement resulting in this indebtedness becoming immediately due and payable and empowering the lender to foreclose against the collateral for the loan. The Company has been in default under various affirmative and negative covenants of the loan agreement with its principal bank with respect which the bank agreed to not take any action before November 29, 1996. The Bank has indicated its willingness to extend its agreement to forbear any action on the Company's default through February 28, 1997. If the Company cannot cure its default, the bank could declare the balance due and foreclose on the Company's oil and gas properties. Under such circumstances the Company's shareholders could lose their entire investment. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity". Industry Conditions; Impact on Company's Profitability. The ------------------------------------------------------ profitability and revenues of the Company are dependent, to a significant extent, upon prevailing market prices for oil and gas. In the past, oil and gas prices and markets have been volatile. Prices are subject to wide fluctuations in response to changes in supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond the control of the Company. Such factors include supply and demand, political conditions, weather conditions, government regulations, the price and availability of alternative fuels and S-6 overall economic conditions. Crude oil and natural gas prices have increased significantly over the past 12 months. Any decline from current oil or gas prices would have a material adverse effect on the Company's revenues and operating income and might, under certain conditions, require a write-down of the book value of the Company's oil and gas properties. If such declines were severe enough, they could result in a reduction in the Company's borrowing base under its credit facility with its principal bank and could require the sale of some of its properties under unfavorable market conditions or require the Company to seek additional debt or equity capital. There can be no assurance that the Company could, if the need arose, effect any sale of its debt or equity securities on terms acceptable to the Company or on terms which would not be dilutive to the Company's shareholders. See "Marketing". Acquisition Strategy. The Company must acquire producing properties -------------------- or locate and develop new oil and gas reserves to replace those being depleted by production. Without acquisition of producing properties or successful drilling and exploration activities, the Company's reserves and revenues will decline. In particular, the Company's principal producing properties are characterized by a high initial production rate, followed by a steep decline in production. Subject to the availability of the required capital, the Company intends to seek to acquire additional producing oil and gas properties. No funds are currently available for this purpose. Although the Company engages in discussions regarding the acquisition of additional properties on a regular basis, as of the date of this report the Company has no agreements or understandings to acquire any other properties and there can be no assurance that the Company will be able to identify and acquire additional producing oil and gas properties that will prove to be profitable to the Company. The process of integrating acquired properties into the Company's operations may result in unforeseen difficulties and may require a disproportionate amount of management's attention and the Company's resources. In connection with acquisitions, the Company could become subject to significant contingent liabilities arising from the activities of the acquired properties to the extent the Company assumes, or an acquired entity becomes liable for, unknown or contingent liabilities or in the event that such liabilities are imposed on the Company under theories of successor liability. See "Acquisition Activities," "Exploitation Activities" and "Production". Reliance on Estimates of Proved Reserves; Depletion of Reserves. --------------------------------------------------------------- There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond the control of the producer. The reserve data set forth in this report represents estimates only. Oil and gas reserve engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way, and estimates by other engineers might differ from those included in this report. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. This report contains estimates of the Company's proved oil and gas reserves and the projected future net revenue therefrom, which have been prepared by an independent petroleum engineering firms. Actual future production, oil and gas prices, revenue, capital expenditures, taxes and operating expenses may vary substantially from those assumed in making estimates, and the Company's reserves may be subject to material upward or downward revision and the rate of production from oil and gas properties declines as reserves are depleted. In addition, the Company's ability to develop its reserves will be dependent upon the timely availability of financing for this purpose without which the Company's ability to produce the projected amounts of oil and gas will be adversely affected thereby adversely affecting the projected future net revenue. See "Reserves". Dependence on Other Operators. With respect to wells not to be ----------------------------- operated by the Company in which it owns a working interest, the independent operators are, in some cases, privately-held companies who may have limited financial resources. If a third party operator experiences financial difficulty and fails to pay for materials and services in a timely manner, the wells operated by such third party operators could be subject to material and workmen's liens. In such event, the Company would incur costs in discharging such liens. However, the Company has no reason to believe that its current operators are experiencing significant financial difficulties. Reliance on Key Personnel. The Company is dependent upon the services ------------------------- of its President, Jeffrey T. Wilson, its Vice President and Chief Financial Officer, John L. Cox, its Vice President of Operations, Robert L. Hull, and its Vice President of Exploration, John W. Heinsius. The loss of their services could have a material adverse effect upon the Company. The Company does not have employment agreements with Messrs. Wilson, Cox, Hull or Heinsius. The Company does not maintain insurance on the lives of S-7 Messrs. Wilson, Cox, Hull or Heinsius. See "Item 10. Directors and Executive Officers of the Registrant." Competition. The oil and gas industry is highly competitive. The ----------- Company competes with major integrated and independent oil and gas companies in acquiring properties. Many competitors have resources substantially exceeding the resources of the Company. See "Competition". Operational Hazards, Environmental Concerns, Insurance and Government --------------------------------------------------------------------- Regulation. The oil and gas industry involves a number of operating risks, such - ---------- as the risks of fire, blowouts, explosions, cratering, pipe failure, casing collapse and abnormally pressured formations, the occurrence of any of which could materially and adversely affect the Company. The business is also subject to environmental hazards including oil and saltwater spills, gas leaks, ruptures and discharges of toxic gases. These risks could result in substantial losses to the Company due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage, and suspension of operations. As the owner of working interests in its oil and gas properties, the Company bears its proportionate share of the obligations and liabilities arising out of the exploration and development of those properties. Generally, owners of working interests in oil and gas properties are jointly and severally liable for all such obligations and liabilities. As a result, there exists a risk that the Company could become liable for amounts in excess of its proportionate share of such obligations and liabilities, although generally the Company would have a right of contribution against the other working interest owners. In accordance with customary industry practices, the Company maintains insurance against some, but not all, of such risks and some, but not all of such losses. The occurrence of such an event not fully covered by insurance could have a material adverse effect on the financial position and operations of the Company. The Company maintains insurance against some, but not all, potential risks, and does not carry insurance covering environmental impairment liabilities. The Company can provide no assurance that the insurance it carries will be adequate to cover any loss or exposure to liability, or that such insurance will continue to be available on terms acceptable to the Company. See "Operational Hazards and Insurance". Effect of Warrants and Convertible Preferred Stock Outstanding. The -------------------------------------------------------------- Company has outstanding (i) warrants which provide for the purchase of an aggregate of 3,034,750 shares of common stock at prices ranging from $0.75 to $4.44 per share, (ii) shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") convertible into an aggregate of 1,350,835 shares of common stock, if calculated as of July 31, 1996, and (iii) shares of Series B Senior Convertible Preferred Stock ("Series B Preferred Stock") convertible into an aggregate of 3,200,167 shares of common stock, if calculated as of July 31, 1996. Issuances of shares of the Company's common stock upon exercise of warrants or conversion of shares of preferred stock will have a dilutive effect on the Company's shareholders by decreasing their percentage ownership in the Company. Registration Rights. The holders of the outstanding shares of the ------------------- Company's Series A Preferred Stock and Senior B Preferred Stock and the holders of warrants to purchase up to 305,000 shares of the Company's common stock have the right to either require the Company to register shares of the Company's common stock issuable upon conversion of such preferred stock or exercise of such warrants under the Securities Act of 1933 ("Securities Act") or to have such shares included in any registration statement filed by the Company, subject to certain limitations, to enable a public sale of those shares. In the event the holders of a material amount of such shares should seek to have their shares registered for sale under the Securities Act, these obligations could result in considerable expense to the Company and the effect of the offer and sale of such shares may be to depress the market price for the Company's common stock. Compliance with these obligations may also interfere with the Company's ability to raise additional capital when required. Authorization and Discretionary Issuance of Preferred Stock; Anti- ----------------------------------------------------------------- takeover Provisions. The Company's Certificate of Incorporation authorizes the - ------------------- issuance of preferred stock with such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of holders of the Company's common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company, which could have the effect of discouraging bids for the Company and S-8 thereby prevent shareholders from receiving a premium for their shares over the then-current market prices. Although the Company has no present intention to issue any additional shares of its preferred stock (other than in payment of dividends on the Series A and Series B Preferred Stock), there can be no assurance that the Company will not do so in the future. The Delaware General Corporation Law includes provisions which are intended to encourage persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with the Company's Directors rather than pursue non-negotiated takeover attempts. These existing takeover provisions may have a significant effect on the ability of a shareholder to benefit from certain kinds of transactions that may be opposed by the incumbent Directors. Qualification Requirements for Nasdaq Securities. The common stock of ------------------------------------------------ the Company is presently quoted on Nasdaq, which is administered by the National Association of Securities Dealers, Inc. (the "NASD"). Until September 4, 1996, the common stock of the Company was also listed on the Pacific Stock Exchange. Effective September 4, 1996, the common stock was delisted by the Pacific Stock Exchange as a result of the failure of the minimum share bid price for the common stock to meet the minimum listing maintenance requirements of the Exchange. For the Company's securities to continue to be eligible for inclusion on Nasdaq, the Company must, among other things, maintain at least $2,000,000 in total assets and have at least $1,000,000 of capital and surplus and the bid price of the common stock must be at least $1.00 per share, provided, however, that, if the Company's stock falls below such minimum bid price, it will remain eligible for continued inclusion if the market value of the public float is at least $1,000,000 and the Company has at least $2,000,000 in capital and surplus. While the Company presently meets the NASDAQ required standards, there can be no assurance that it will continue to be able to do so. If this should occur, trading, if any, in the common stock would then continue to be conducted in the over-the-counter market on the OTC Bulletin Board, an NASD-sponsored inter- dealer quotation system, or in what are commonly referred to as "pink sheets." As a result, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the Company's securities. In addition, if the Company's securities cease to be quoted on Nasdaq and the Company fails to meet certain other criteria, those securities would be subject to a Commission rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. For transactions covered by this rule, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. Consequently, if the Company's securities were no longer quoted on Nasdaq, the rule may affect the ability of broker-dealers to sell the Company's securities and the ability of shareholders to sell their securities in the secondary market. See "Item 5. Market for Registrant's Common Equity and Related Shareholder Matters." Dividends Unlikely. The Company has never declared or paid dividends ------------------ on its common stock and currently does not intend to pay dividends in the foreseeable future. The payment of dividends in the future will be at the discretion of the Board of Directors. In addition, the Company's credit facility contains a provision which prohibits the payment of dividends except for dividends on its shares of Series A and Series B Preferred Stock payable in the form of additional shares of Series A and Series B Preferred Stock. Government Regulation. The Company's business is subject to extensive --------------------- federal, state and local laws and regulations relating to the exploration for, development, production, marketing and transmission of oil and gas, as well as environmental and safety matters. Such laws and regulations have generally become more stringent in recent years, often imposing greater liability on a larger number of potentially responsible parties. Because the requirements imposed by such laws and regulations are frequently changed, the Company is unable to predict the ultimate cost of compliance with such requirements. The states of Oklahoma, Texas and Louisiana have recently adopted revisions to their production allowable rules under which they regulate the quantities of natural gas which producers may produce within their respective borders. The state of Kansas is considering similar revisions to their allowable rules. Legislation has recently been introduced in the United States Congress to restrict the ability of states to regulate the production of natural gas. It is impossible at this time to determine the effect, if any, these developments may have on the natural gas industry as a whole. The Company does not believe these developments will materially affect its operations. There is no assurance that federal, state or local laws and regulations enacted in the future will not adversely affect the Company's ability to explore for, S-9 produce and market oil and natural gas. See "Regulation" and "Recent and Proposed Legislation." Business Strategy The Company's business strategy has been and will continue to be to increase shareholder value through the acquisition of producing oil and gas properties and exploitation of those properties to maximize production and ultimate reserve recovery. The Company's growth strategy focuses on the technical expertise of its management and employees to evaluate acquisitions and to exploit the development potential of each oil and gas property through recompletions, workovers, cost reduction measures or marketing efforts. Acquisition Activities Historically, the Company has allocated a substantial portion of its capital expenditures to the acquisition of producing oil and gas properties. From July 31, 1991 through July 31, 1996, the Company completed 12 acquisitions of oil and gas properties, involving total acquisition costs of approximately $30,840,000 and resulting in an average reserve replacement cost of approximately $3.50 per BOE. During the year ended July 31, 1996, the Company completed the acquisition of approximately 15 oil and gas properties from Sackett Oil Company for a purchase price of approximately $2,900,000. A portion of these properties were subsequently sold by the Company for approximately $2,800,000. To the extent that it has the capital resources to do so, the Company intends to continue to pursue a business strategy that emphasizes reserve additions through acquisitions. The Company may utilize any one or a combination of lines of credit with banks, public and private sales of debt and equity securities, joint oil and gas development arrangements and internally- generated cash flow to finance its acquisition efforts. No assurance can be given that sufficient external or internal funds will be available to fund the Company's desired acquisitions. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." The Company may also use, where appropriate, its equity securities as all or part of the consideration for such acquisitions. Prospective acquisitions are evaluated by the Company's management. After the acquisition of oil and gas properties, management generally develops a reservoir depletion plan to maximize production rates, ultimate reserve recovery and cash flow generation. Such plans consider field operating procedures, workovers, recompletions, secondary recovery implementation, additional drilling and such other procedures as the situation dictates. The Company does not have a specific budget for the acquisition of oil and gas properties since the timing and size of acquisitions are difficult to forecast. However, the Company is constantly reviewing acquisition possibilities. Exploitation Activities The Company concentrates its acquisition efforts on proved producing properties which demonstrate a potential for significant additional development through workovers, behind-pipe recompletions, secondary recovery operations, the drilling of development or infill wells, and other exploitation activities which the Company may find appropriate. The Company has pursued an active workover and recompletion program on the properties it has acquired and intends to continue its workover and recompletion program in the future as properties acquired warrant. In connection with oil and gas property acquisitions, properties are reviewed and evaluated by the Company with a view toward taking the appropriate actions to maximize production. Such actions may include repair or replacement of equipment or more extensive efforts such as recompletion in a different producing zone or implementation of secondary recovery operations. The expenditures required for the Company's workover and recompletion program have historically been financed, and it is expected that they will continue to be financed, by borrowings and internally generated funds. S-10 Production The Company owns and operates producing properties located in 12 states, with its proved reserves located primarily in the states of Mississippi, Louisiana, Oklahoma, Texas, and Alabama. The Company continuously evaluates the profitability of its oil, gas and related activities and has a policy of divesting itself of unprofitable oil and gas properties or areas of operation that are not consistent with its operating philosophy. The Company operates 156 producing wells in these areas and also owns non-operated interests in 342 producing wells and units. Oil and gas sales from the Company's producing oil and gas properties accounted for substantially all of the Company's revenues for the years ended July 31, 1994, 1995, 1996, respectively. The following summarizes the Company's principal areas of oil and gas production activity. South Carlton Field, Alabama. The South Carlton Field is located in ---------------------------- Clarke and Baldwin Counties in southwest Alabama. The Company operates 56 active producing oil wells and three water injection wells. Production is from the Massive and Pilot sands of the Tuscaloosa Formation with daily gross production being approximately 380 Bbls of oil. Based on the production history of certain infill wells previously drilled in this field and an extensive geological and engineering review, the Company believes that additional infill drilling potential exists for the Tuscaloosa reservoirs. Net proven reserves to the Company as of July 31, 1996 are 4,217.3 MBbls of oil. Black Warrior Basin, Mississippi and Alabama. The Company owns -------------------------------------------- operated and non-operated working interests in 145 wells (55 operated and 90 non-operated) in Lamar, Fayette and Pickens Counties, Alabama and Lee and Chickasaw Counties, Mississippi. Production from these wells are from multiple sandstones of Mississippian age and range in depth from approximately 1,900 feet to 4,600 feet. Net proven reserves to the Company as of July 31, 1996, are 30.8 MBbls of oil and 10,733.2 MMcf of gas. War-Wink South/East Quito Fields, Texas. The Company owns non- --------------------------------------- operated working interests in 45 active wells operated by Texaco, Chevron, Enron and BC Operating in the War-Wink South and East Quito Fields in Ward County, Texas. These fields produce from the Fusselman, Atoka, Wolfcamp and Cherry Canyon Formations at depths ranging from 6,200 feet to 17,500 feet. Based upon review of geological and engineering data, the Company believes that additional behind pipe and infill drilling potential exists on these properties. Net proven reserves to the Company as of July 31, 1996 are 100.2 MBbls of oil and 2,165.2 MMcf of gas. Wolf Mountain Field, Colorado. The Company operates one well in the ----------------------------- Wolf Mountain Field in Routt County, Colorado. The well produces oil at a daily rate of 28 Bbls from the Niobrara reservoir at a depth of approximately 5,500 feet. Additional potential exists behind the pipe to recomplete the well to other undrained sections of the reservoir. Net proven reserves to the Company as of July 31, 1996 are 662.4 MBbls of oil. Perkins Field, Louisiana. The Company operates seven active wells in ------------------------ the Perkins Field which produce crude oil on gas lift from various Miocene sands at depths ranging from approximately 6,000 to 7,500 feet. The Perkins field is a multiple reservoir structural feature which is nearing the later stages of depletion. Net proven reserves to the Company as of July 31, 1996 are 236.3 MBbls of oil. Tinsley Field, Mississippi. The Tinsley Field is located in Yazoo -------------------------- County in north central Mississippi and produces from a series of Selma-Eutaw sands of Upper Cretaceous age. The Company operates five active wells and two water injection wells in the field having a daily gross production of approximately 85 Bbls of oil. Through extensive mapping and engineering work, the Company believes that significant additional oil reserves may remain in various Eutaw sand and in the underlying Tuscaloosa sand which has not been extensively tested in the field. Net proven reserves to the Company as of July 31, 1996 are 282.2 MBbls of oil. Bolton Field, Mississippi. The Bolton Field is located in Hinds ------------------------- County in west central Mississippi. S-11 The Company operates two wells in the field and has non-operated interests in four additional wells. Production is from the Cotton Valley, Sligo, Rodessa and Mooringsport Formations. Daily gross production from the operated wells is 425 Mcf of gas and 20 Bbls of oil. Based on a review of the field data, the Company believes that significant behind pipe potential exists in several of the wells. Net proven reserves to the Company as of July 31, 1996 are 36.6 MBbls of oil and 768.9 MMcf of gas. Ozona Field, Texas. The Ozona Field is located in Crockett County in ------------------ west Texas. The Company owns non-operated working interests in 24 wells which produce from the Cisco and Canyon sand reservoirs. Net proven reserves to the Company as of July 31, 1996, are 1.0 MBbls of oil and 969 MMcf of gas. Turtle Bayou/Deer Island Fields, Louisiana. These fields are located ------------------------------------------ in Terrebonne Parish, Louisiana. Production is from multiple sands, predominantly in the normal pressured upper and middle Miocene. The Company owns non-operated working interests in six producing wells. Based on geological and engineering data, the Company believes that additional development potential exists within the field. Net proven reserves to the Company as of July 31, 1996, are 7.0 MBbls of oil and 806 MMcf of gas. Springhill Field, Arkansas. The Springhill Field is located in -------------------------- Columbia County, Arkansas. The Company owns royalty interests in five wells operated by Sonat which produce from the Haynesville formation at a combined rate of 16.5 MMCf of gas and 335 Bbls of oil per day. Net proven reserves to the Company as of July 31, 1996 are 10 MBbls of oil and 667.7 MMcf of gas. GOM State Tract 904 Field, Texas. The GOM State Tract 904 Field is -------------------------------- located in offshore waters of Nueces County, Texas. The Company owns interests in two wells operated by National Energy Group which produce from the Frio sands at a combined rate of 80 Bbls of oil and 1150 Mcf of gas per day. Net proven reserves to the Company as of July 31, 1996 are 14.6 MBbls of oil and 560.1 MMcf of gas. Marketing The availability of a market for oil and gas produced or marketed by the Company is dependent upon a number of factors beyond its control which at times cannot be accurately predicted. These factors include the proximity of wells to, and the available capacity of, natural gas pipelines, the extent of competitive domestic production and imports of oil and gas, the availability of other sources of energy, fluctuations in seasonal supply and demand, and governmental regulation. In addition, there is always the possibility that new legislation may be enacted which would impose price controls or additional taxes upon crude oil or natural gas, or both. In the event a productive gas well is completed in an area that is distant from existing gas pipelines, the Company may allow the well to remain shut-in until a pipeline is extended to the well or until additional wells are drilled to establish the existence of sufficient producing reserves to justify the cost of extending existing pipelines to the area. It appears that the United States is emerging from a period of oversupply of natural gas which has, and may still, cause delays, restrictions or reductions of natural gas production and which has adversely affected gas prices. In addition, increased imports of natural gas from Canada and Mexico have occurred and are expected to continue. Oversupplies of natural gas can be expected to recur from time to time and may result in depressed gas prices and in the gas producing wells of the Company being shut-in. Since the early 1970's the supply and market price for crude oil has been significantly affected by policies adopted by the member nations of OPEC. Members of OPEC establish among themselves prices and production quotas for petroleum products from time to time with the intent of manipulating the global supply and price levels for crude oil. In addition, Canada recently revised its laws affecting the exportation of natural gas to the United States. Mexico also continues to fine tune its import/export policies. The oil and gas policies of the United States, Canada and Mexico are impacted by the Canadian/U.S. Free Trade Agreement, the General Agreement on Tariffs and Trade, and the North American Free Trade Agreement. These factors are expected to increase competition and may adversely affect the price of natural gas in certain areas of the United States. The Company is unable to predict the effect, if any, which OPEC, Canadian and Mexican policies, and emerging international trade doctrines will have on the amount of, or the prices received for, oil and natural gas produced and sold by the Company. S-12 Changes in oil and natural gas prices significantly affect the revenues and cash flow of the Company and the value of its oil and gas properties. Significant declines in the prices of oil and natural gas could have a material adverse effect on the business and financial condition of the Company. The Company is unable to predict accurately whether the price of oil and natural gas will rise, stabilize or decline in the future. In an effort to protect the Company against fluctuations in oil and gas prices, the Company has entered into certain commodity hedging arrangements. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations." Substantially all of the Company's crude oil and condensate production is sold at posted prices under short term contracts, as is customary in the industry. The most significant purchaser of the Company's oil and gas production (including production sold by the Company's marketing subsidiary, ENPRO) during the year ended July 31, 1996 was ENRON Reserve Acquisition Corp. which accounted for 16% of the Company's oil and gas sales. No other purchaser of crude oil or natural gas during this period exceeded 10% of the Company's oil and gas sales. With respect to losses incurred by the Company as a result of its crude and natural gas price hedging arrangements, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-- Capital Resources and Liquidity." The Company's wholly-owned subsidiary, ENPRO, purchases and resells crude oil and natural gas in Alabama, Colorado, Louisiana, Mississippi, Montana, New Mexico, Oklahoma and Texas. ENPRO currently markets approximately 704 BOE per day to refiners and large resellers. For its services, ENPRO receives a margin which averages approximately 9.75% of gross sales. ENPRO currently markets approximately 969 barrels per day of oil from wells operated by the Company. By aggregating barrels of crude oil purchased by ENPRO from third parties with those purchased by ENPRO from the Company, additional revenues are generated through what the Company believes are improved marketing practices. ENPRO owns a crude oil trans-shipment facility in Poyner, Texas approximately 30 miles south of Tyler, Texas. The facility consists of 2,410 barrels of storage capacity on four acres owned by ENPRO. The terminal was originally constructed and operated as a crude oil blending facility. The facility is presently inactive. The Company's gas production and gathered gas is sold primarily on the spot market or under market sensitive long term agreements with a variety of purchasers, including intrastate and interstate pipelines, their marketing affiliates, independent marketing companies and other purchasers who have the ability to move the gas under firm transportation agreements. Exploration and Development General. Development drilling opportunities available to the Company ------- are largely a result of the Company's acquisition of producing oil and gas properties. Several infill and development locations exist on Company properties currently producing oil and gas. As a result, the Company will continue to evaluate additional opportunities for developmental drilling on its existing properties. Exploratory drilling has been minimal to date. In the United States, the Company reviews exploration proposals from other companies and individuals and may from time to time participate in certain ventures where the risk-reward ratio is sufficiently high to warrant capital outlays. The Company does not anticipate generating exploration projects utilizing its own staff at the present time. Consequently, exploratory drilling within the United States will likely only remain a small part of the Company's business. Outside the United States, the Company has from time to time pursued foreign exploration concessions which offer limited capital expenditure exposure through the drilling commitment phase. However, the Company's focus in the future will be on domestic oil and gas opportunities. Tunisian Prospect. On June 30, 1993, the Company's wholly-owned ----------------- subsidiary, LaTex Resources International, together with Enterprise Tunisienne D'Activities Petroleries, the Tunisian State Oil Company ("ETAP"), ARCO Tunisia, Inc. ("ARCO") and Premier Pict Petroleum Ltd. (formerly Pict Petroleum (Tunisia) Ltd.) ("Premier"), acquired from the Republic of Tunisia a permit (the "Sbiba Permit") for the exploration and production of oil and gas from a 4,936 square kilometer (1,220,000 acres) area (the "Permit S-13 Area") located in north-central Tunisia. The respective participating interests of the parties in the Permit Area are 50% ETAP, 32% ARCO, 10% Premier and 8% LaTex Resources International. The seismic acquisition and processing and the geological and geophysical evaluations of the Permit Area began in September 1993. In July 1994, the initial well location was recommended and approved by the Sbiba Operating Committee and wellsite preparation began. The Sbiba #1, scheduled to be drilled to a total depth of 2,500 meters (8,200 feet), was spudded on November 9, 1994. The well encountered unexpected and severe overpressure zones in the Eocene Evaporites resulting in slower than expected drilling rates and ultimately in having to drill a sidetrack hole at 1,343 meters (4,405 feet). A total depth of 2,076 meters (6,810 feet) was reached before having to suspend operations on March 5, 1995 due to overpressure concerns and the presence of natural gas in the wellbore. The objective reservoir, the Albo-Aptian carbonates, was never reached or evaluated and the well was temporarily abandoned. Subsequently, the operator of the project, in response to a request from the Tunisian government, permanently plugged the well and restored the drill site. ARCO and Premier have indicated their interest in terminating their participation in the Permit. The Company is currently seeking to locate new participants to acquire the interests of ARCO and Premier. No assurance can be made that new participants willing to acquire the Arco and Premier interests will be found. Since inception of the Tunisian project, approximately $13,168,000 has been expended by the participants to date, of which LaTex Resources International's share has been approximately $2,106,880. The Company has insufficient capital to continue its active participation in the project and, effective July 31, 1996, the Company has written off its entire investment in the Sbiba Permit in the amount of $2,491,299. Kazakhstan Prospect. In April 1995, the Company's wholly-owned ------------------- subsidiary, LaTex Resources International, agreed to participate, for a 25% interest, in a production sharing service contract to rehabilitate divisions three, four and eight of the Uzen oil and gas field located in the Republic of Kazakhstan, C.I.S. Pursuant to that agreement, the Company agreed to fund the initial $2.5 million of capital on behalf of itself and Edco Drilling Company ("Edco"). The terms of the project were to provide for immediate cash flow to the Company's interest. Subsequently, Delcon Petroleum Development Kazakhstan Limited, L.L.C. ("Delcon"), as operator, entered into a service contract with Uzenmunaigas Production Association ("UMG") to carry out the work. The participants in the project, pursuant to an operating agreement signed in August 1995, include Delcon (47.5%), LaTex International (25%), and Petronet (27.5%). The objective of the Uzen project was to repair, rework and recomplete inactive oil and gas wells in the field utilizing western technology, expertise and capital in order to restore or enhance production from the field. In exchange for providing these services and risk capital, UMG was to advance to the western participants a total of 200,000 metric tons (1.5 million barrels) of crude oil in two increments. The proceeds from the sale of this crude was to be utilized in the rehabilitation project. In addition, the western participants were to have received reimbursement of all capital costs and expenses. UMG and the western participants were to each retain a 50% interest in crude oil production above a base line of approximately 30 barrels of oil per day per well. During the first quarter of fiscal 1996, the Company received written notice from both Edco and Delcon that, in their view, the Company was in breach of its agreement with Edco. The Company strongly disagreed with Edco's position since the Company was in compliance with the operating agreement governing the project. In addition, Delcon notified the Company that UMG would seek to further alter the terms of the service contract in a manner which the Company believed would be detrimental to the project's viability. There has been no further progress on, or correspondence between the Company and Delcon or Edco regarding, the Uzen project since the second quarter of fiscal 1996. There can be no assurance that the uncertainties surrounding this project will be resolved in a manner acceptable to the Company. Effective July 31, 1996, the Company has written off its entire investment in the Uzen project in the amount of $955,496. S-14 Reserves Lee Keeling and Associates, Inc. ("LKA"), the Company's independent petroleum engineering consulting firm, has made estimates of the Company's oil and gas reserves at July 31, 1996. LKA's report covers the estimated present value of future net cash flows before income taxes (discounted at 10%) attributable to the Company's proved developed reserves, as well as its proved undeveloped reserves and estimated future net cash flows therefrom. The oil and gas reserve and economic data presented below does not include small interests owned by the Company in approximately 400 operated and non-operated, non- strategic oil and gas properties which the Company has agreed to sell for approximately $1.5 million, before adjustments. The quantities of the Company's proved reserves of oil and natural gas presented below include only those amounts which the Company reasonably expects to recover in the future from known oil and gas reservoirs under existing economic and operating conditions. Proved developed reserves are limited to those quantities which are recoverable commercially at current prices and costs, under existing regulatory practices and with existing technology. Accordingly, any changes in prices, operating and development costs, regulations, technology or other factors could significantly increase or decrease estimates of the Company's proved developed reserves. The Company's proved undeveloped reserves include only those quantities which the Company reasonably expects to recover from the drilling of new wells based on geological evidence from offsetting wells. The risks of recovering these reserves are higher from both geological and mechanical perspectives than the risks of recovering proved developed reserves. Set forth below are estimates of the Company's net proved reserves and proved developed reserves and the estimated future net revenues from such reserves and the present value thereof based upon the standardized measure of discounted future net cash flows relating to proved oil and gas reserves in accordance with the provisions of Statement of Financial Accounting Standards No. 69. "Disclosures about Oil and Gas Producing Activities." Estimated future net cash flows from proved reserves are determined by using estimated quantities of proved reserves and the periods in which they are expected to be developed and produced based on economic conditions at the date of the report. The estimated future production is priced at current prices at the date of the report. The resulting estimated future cash inflows are then reduced by estimated future costs to develop and produce reserves based on cost levels at the date of the report. No deduction has been made for depletion, depreciation or income taxes or for indirect costs, such as general corporate overhead. Present values were computed by discounting future net revenues at 10% per annum. The following table sets forth estimates of the proved oil and natural gas reserves of the Company at July 31, 1996, as evaluated by LKA.
Oil (MBbls) Gas (MMcf) ----------------------------- ------------------------------ Developed Undeveloped Total Developed Undeveloped Total --------- ----------- ----- --------- ----------- ------ Alabama 2,072 1,244 3,316 6,338 --- 6,338 Louisiana 571 --- 571 2,977 --- 2,977 Mississippi 314 141 455 4,160 --- 4,160 Oklahoma 218 --- 218 5,724 --- 5,724 Texas 756 15 771 6,437 415 6,852 Other 1,022 --- 1,022 2,121 --- 2,121 ----- ----- ----- ------ --- ------ Total 4,953 1,400 6,353 27,757 415 28,172 ===== ===== ===== ====== === ======
The following table sets forth amounts as of July 31, 1996 determined in accordance with the requirements of the applicable accounting standards, to the estimated future net cash flows from production and sale of the proved reserves attributable to the Company's oil and gas properties before income taxes and the present value thereof. Benchmark prices used in determining the future net cash flow estimates at July 31, 1996 were $19.74 per barrel for oil and $2.66 per MMBtu for gas. S-15
At July 31, 1996 -------------------------------- (in thousands) Proved Proved Total Developed Undeveloped Proved Reserves Reserves Reserves --------- ----------- -------- Estimated future net cash flows from proved reserves before income taxes $93,958 $7,846 $101,804 Present value of estimated future net cash flows from proved reserves before income taxes (discounted at 10%) $51,540 $1,959 $ 53,499
The estimation of oil and gas reserves is a complex and subjective process which is subject to continued revisions as additional information becomes available. Reserve estimates prepared by different engineers from the same data can vary widely. Therefore, the reserve data presented herein should not be construed as being exact. Any reserve estimate depends in part on the quality of available data, engineering and geologic interpretation, and thus represents only an informed professional judgment. Subsequent reservoir performance may justify upward or downward revision of such estimate. Estimates of the Company's proved reserves have never been filed or included in reports to any federal authority or agency, other than the Securities and Exchange Commission. For further information on reserves, costs relating to oil and gas activities, and results of operations from producing activities, see Note 14 to the Company's Consolidated Financial Statements -Supplementary Financial Information for Oil and Gas Producing Activities incorporated by reference herein. Productive Wells and Acreage The following table sets forth the Company's producing wells and developed acreage assignable thereto at July 31, 1996.
Productive Wells ------------------------------------ Developed Acreage Oil Gas Total ------------------- ------------ ---------- ---------- Gross Net Gross Net Gross Net Gross Net ----- --- ----- --- ----- --- ----- --- 235,820 43,960 268 65 230 30 498 95
Productive wells consist of producing wells and wells capable of production, including gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities. Wells which are completed in more than one producing horizon are counted as one well. Of the gross wells reported above, 12 had multiple completions. At July 31, 1996, the Company held by lease a total of 67,897 gross (10,882 net) undeveloped acres consisting of (i) 4,080 gross (510 net) undeveloped acres in the State of Colorado, (ii) 4,997 gross (2,166 net) undeveloped acres in the State of Louisiana, (iii) 1,960 gross (245 net) undeveloped acres in the State of Oklahoma, (iv) 56,668 gross (7,937 net) undeveloped acres in the State of Texas, and (v) 192 gross (24 net) undeveloped acres located in the State of Wyoming. Production, Unit Prices and Costs The following table sets forth information with respect to production and average unit prices and costs for the periods indicated. S-16
Year Ended July 31 ----------------------------- 1994 1995 1996 ---- ---- ---- Production: Gas (MMcf) 2,107 2,612 3,481 Oil (MBbls) 335 359 405 Average Sales Prices: Gas (per Mcf) 1.81 1.48(1) 1.67(2) Oil (per Bbl) 14.56 12.86(1) 15.24(2) Average Production costs per BOE(3) 7.06 6.63 6.71 - ------------------------
(1) The Company's price hedging arrangements did not have a material effect on average sales prices for the year ended July 31, 1995. (2) After giving effect to the impact of the Company's price hedging arrangements with the Company's principal bank. Without such hedging arrangements, the average sales prices for the year ended July 31, 1996 would have been $15.73 for oil and $2.03 for gas. (3) The components of production costs may vary substantially among wells depending on the methods of recovery employed and other factors, but generally include production taxes, lease overhead, maintenance and repair, labor and utilities. Drilling Activity During the periods indicated, the Company drilled or participated in the drilling of the following exploratory and development wells.
Year Ended July 31 --------------------------------------------- 1994 1995 1996 ------------ ------------ ----------- Gross Net Gross Net Gross Net ----- ----- ----- ----- ----- ---- Exploratory: Productive 0 ---- 0 ---- 0 0 Non-Productive 1 0.450 1 0.250 2 1.16 - ----- - ----- - ---- Total 1 0.450 1 0.250 2 1.16 = ===== = ===== = ==== Development: Productive 6 1.457 6 1.189 6 .46 Non-Productive 0 ---- 0 ---- 1 .08 - ----- - ----- - ---- Total 6 1.457 6 1.189 7 .54 = ===== = ===== = ==== Total: Productive 6 1.457 6 1.189 6 .46 Non-Productive 1 0.450 1 0.250 3 1.24 - ----- - ----- - ---- Total 7 1.907 7 1.439 9 1.70 = ===== = ===== = ====
The well information above excludes wells in which the Company has only an overriding royalty interest. At July 31, 1996 the Company was not participating in the drilling or completion of any oil and gas wells. All of the Company's drilling activities are conducted with independent contractors. The Company owns no drilling equipment. S-17 Competition Competition in the acquisition of producing oil and gas properties and in the exploration and production of oil and gas is intense. In seeking to obtain desirable producing properties, new leases and exploration prospects, the Company faces competition from both major and independent oil and gas companies as well as from numerous individuals. Many of these competitors have financial and other resources substantially in excess of those available to the Company. Increases in worldwide energy production capability and decreases in energy consumption as a result of conservation efforts have brought about substantial surpluses in energy supplies in recent years. This, in turn, has resulted in substantial competition for markets historically served by domestic natural gas resources both with alternate sources of energy, such as residual fuel oil, and among domestic gas suppliers. As a result, there have been reductions in oil and gas prices, widespread curtailment of gas production and delays in producing and marketing gas after it is discovered. Changes in government regulations relating to the production, transportation and marketing of natural gas have also resulted in significant changes in the historical marketing patterns of the industry. Generally, these changes have resulted in the abandonment by many pipelines of long-term contracts for the purchase of natural gas, the development by gas producers of their own marketing programs to take advantage of new regulations requiring pipelines to transport gas for regulated fees, and the emergence of various types of gas marketing companies and other aggregators of gas supplies. See "Item 1. Business and Item 2. Properties -Regulation." As a consequence, gas prices, which were once effectively determined by government regulation, are now largely established by market competition. Competitors of the Company in this market include other producers, gas pipelines and their affiliated marketing companies, independent marketers, and providers of alternate energy supplies, such as residual fuel oil. Regulation The oil and gas industry is extensively regulated by federal, state and local authorities. Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Numerous departments and agencies, both federal and state, have issued rules and regulations binding on the oil and gas industry and its individual members, some of which carry substantial penalties for the failure to comply. The regulatory burden on the oil and gas industry increases its cost of doing business and, consequently, affects its profitability. Inasmuch as such laws and regulations are frequently amended or reinterpreted, the Company is unable to predict the future cost or impact of complying with such regulations. Exploration and Production. Exploration and production operations of the -------------------------- Company are subject to various types of regulation at the federal, state and local levels. Such regulation includes requiring permits for the drilling of wells, maintaining bonding requirements in order to drill or operate wells, and regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilling and producing, and the plugging and abandoning of wells. The Company's operations are also subject to various conservation matters. These include the regulation of the size of drilling and spacing units or proration units, the density of wells which may be drilled, and the unitization or pooling of oil and gas properties or interests. In this regard, some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases. In addition, state conservation laws establish maximum rates of production from oil and gas wells, generally prohibit the venting or flaring of gas, and impose certain requirements regarding the rate of production. The effect of these regulations is to limit the amounts of oil and gas the Company can produce from its wells, and to limit the number of wells or the locations at which the Company can drill. The states of Oklahoma, Texas, Kansas, and Louisiana have adopted and are considering revisions to their production allowable rules under which they regulate the quantities of natural gas which may be produced within their borders. The stated rationale behind such prorationing legislation and rulemaking is the conservation of natural resources, prevention of waste and protection of the correlative rights of oil and gas interest owners by limiting production to the available market. It is impossible at this time to determine the effect, if any, these developments may have on the natural gas industry as a whole. The Company does not believe the developments will materially affect its operations. S-18 Certain of the Company's oil and gas leases are granted by the federal government and administered by various federal agencies. Such leases require compliance with detailed federal regulations and orders which regulate, among other matters, drilling and operations on these leases and calculation of royalty payments to the federal government. The Mineral Lands Leasing Act of 1920 places limitations on the number of acres under federal leases that may be owned in any one state. While the Company does not have a substantial federal lease acreage position in any state or in the aggregate, the Company does own interests in federal oil and gas leases which produce amounts of oil and gas material to the Company The Mineral Lands Leasing Act of 1920 and related regulations also may restrict a corporation from holding title to federal onshore oil and gas leases if stock of such corporation is owned by citizens of foreign countries which are not deemed reciprocal under such Act. Reciprocity depends, in large part, on whether the laws of the foreign jurisdiction discriminate against a United States person's ownership of rights to minerals in such jurisdiction. The purchase of shares in the Company by citizens of foreign countries who are not deemed to be reciprocal under such Act could have an impact on the Company's ownership of federal leases. The Company's operations are subject to extensive federal, state and local laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. Permits are required for various of the Company's operations, and these permits are subject to revocation, modification and renewal by issuing authorities. Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, injunctions or both. It is possible that increasingly strict requirements will be imposed by environmental laws and enforcement policies thereunder. The Company is also subject to laws and regulations concerning occupational safety and health. It is not anticipated that the Company will be required in the near future to expend amounts that are material in the aggregate to the Company's overall operations by reason of environmental or occupational safety and health laws and regulations, but inasmuch as such laws and regulations are frequently changed, the Company is unable to predict the ultimate cost of compliance. Natural Gas Sales and Transportation. Federal legislation and regulatory ------------------------------------ controls have historically affected the price of the gas produced by the Company and the manner in which such production is marketed. The transportation and sale for resale of gas in interstate commerce are regulated pursuant to the Natural Gas Act of 1938 (the "NGA") and the Natural Gas Policy Act of 1978 (the "NGPA") and Federal Energy Regulatory Commission ("FERC") regulations promulgated thereunder. Since 1978, maximum selling prices of certain categories of gas, whether sold in interstate or intrastate commerce, have been regulated pursuant to the NGPA. The NGPA established various categories of gas and provided for graduated deregulation of price controls of several categories of gas and the deregulation of sales of certain categories of gas. All price deregulation contemplated under the NGPA has already taken place. Title to Properties As is customary in the oil and gas industry, the Company performs a minimal title investigation before acquiring undeveloped properties, which generally consists of obtaining a title report from legal counsel covering title to the major properties (for example, properties comprising at least 80% by value of the acquired properties) and due diligence reviews by independent landmen of the remaining properties. The Company believes that it has satisfactory title to such properties in accordance with standards generally accepted in the oil and gas industry. A title opinion is obtained prior to the commencement of any drilling operations on such properties. The Company's properties are subject to customary royalty interests, liens incident to operating agreements, liens for current taxes and other burdens which the Company believes do not materially interfere with the use of or affect the value of such properties. Substantially all of the Company's oil and gas properties are and will continue to be mortgaged to secure borrowings under the Company's credit facilities. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources." Operational Hazards and Insurance The operations of the Company are subject to all risks inherent in the exploration for and production of oil and gas, including such natural hazards as blowouts, cratering and fires, which could S-19 result in damage or injury to, or destruction of, drilling rigs and equipment, formations, producing facilities or other property, or could result in personal injury, loss of life or pollution of the environment. Any such event could result in substantial expense to the Company which could have a material adverse effect upon the financial condition of the Company to the extent it is not fully insured against such risk. The Company carries insurance against certain of these risks but, in accordance with standard industry practice, the Company is not fully insured for all risks, either because such insurance is unavailable or because the Company elects not to obtain insurance coverage because of cost. Although such operational risks and hazards may to some extent be minimized, no combination of experience, knowledge and scientific evaluation can eliminate the risk of investment or assure a profit to any company engaged in oil and gas operations. Other Business The Company has invested in the development of certain other business interests. While the Company continues to believe these ventures have merit, the Company has been unable, due to its own capital requirements, to provide sufficient financial assistance and support to achieve its original objectives in undertaking these investments. The continued viability of these business ventures is in jeopardy without the infusion of substantial additional capital. As a result of the Company's own declining financial condition and its inability to provide any further financial assistance to these ventures, the Company has abandoned its efforts and written off its investments and loans with respect to these businesses. Under the terms of the proposed merger of the Company with Alliance Resources Plc, the Company is required to dispose of its interests in these ventures, provided that in making such disposition the Company is not required to pay or mitigate any of the liabilities of these businesses. The Company has agreed to sell these business interests to Imperial Petroleum, Inc., an affiliate of the Company, for 100,000 shares of the Company's common stock. Completion of the sale is subject to, among other things, the receipt of an opinion from an independent investment banking firm as to the fairness of the sale to the Company's stockholders. Even in the event the proposed merger with Alliance Resources Plc is not completed, the Company intends to proceed with the sale of its interests in these ventures in order to refocus its efforts on its core oil and gas business. See "Proposed Merger With Alliance Resources Plc." Crude Oil Processing. The Company owns 5,000,000 shares of common stock of -------------------- Wexford Technology, Incorporated ("Wexford") representing approximately 32% of Wexford's issued and outstanding common stock. In addition, the Company has an agreement with Wexford that provides for the issuance of additional Wexford shares to the Company as an incentive for providing certain loans to Wexford. Wexford's wholly-owned subsidiary, Waste Conversion Corp. ("Waste Conversion"), holds the exclusive license to certain proprietary microwave technology utilized to reclaim crude oil from oilfield waste, including tank bottoms, to reform or blend crude oils with varying gravities, to reduce paraffin content of waxy crude oil and to remove naturally occurring radio active material from oil field produced fluids. Wexford is a development-stage company. Through December 1993, the Company had invested in Wexford $943,577 for the construction of a commercial crude oil blending and processing facility in Troy, Alabama utilizing the proprietary processing technology. The facility was substantially completed in April 1992, at which time the Company concluded that the proprietary technology for crude oil and tank bottoms processing required no further research and development to meet all material functional and economic requirements necessary for commercial exploitation. The Company has subsequently made additional loans to Wexford and Waste Conversion for operating capital. The Alabama processing facility is not commercially active and Wexford and Waste Conversion are seeking to raise additional debt or equity capital necessary to begin full scale commercial operations. Wexford and Waste Conversion are currently in default with respect to various debt and other obligations and have received numerous demands for payment and threats of litigation. Effective July 31, 1996 the Company has written off its entire investment in and loans to Wexford and Waste Conversion in the total amount of $2,372,752. Mining. The Company owns 3,798,730 shares of the common stock of Imperial ------ Petroleum, Inc. ("Imperial") representing approximately 12% of Imperial's issued and outstanding common stock. Imperial's wholly-owned subsidiary, Ridgepointe Mining Company, owns gold and copper mining claims in Arizona and participates in a joint venture to explore and develop certain gold mining claims in Mexico. S-20 The Company's investment in Imperial and Ridgepointe consisted primarily of loans for operating capital. At present, Imperial is actively seeking to raise additional debt or equity capital to fund its operations. Imperial is currently in default under its bank debt. Effective July 31, 1996 the Company has written off its entire investment in and loans to Imperial in the total amount of $1,797,378. Employees The Company employs a total of 30 people, including 20 people in its Tulsa, Oklahoma office and one person in its Evansville, Indiana office, whose functions are associated with management, operations, accounting and oil and gas marketing. The Company employs seven people in the Tensaw, Alabama office who are lease operators in the Company's South Carlton field, and one field person each in the states of Louisiana and Tennessee. The Company's other field activities are accomplished through independent contractors. The Company believes its relations with its employees and contractors are excellent. Item 3. Legal Proceedings. Torch/Nuevo/Panda Litigation. In connection with the Company's sale of its ---------------------------- subsidiaries Panda Resources, Inc. and Richfield Natural Gas, Inc. in 1993, the Company became a party to three different lawsuits. On October 10, 1994, Nuevo Liquids, Inc. ("Nuevo") filed a lawsuit against the Company and its wholly-owned subsidiary, LaTex Petroleum Corporation ("LaTex Petroleum") styled Nuevo Liquids, Inc. v. LaTex Resources, Inc. and LaTex ------------------------------------------------------ Petroleum Corp., Case No. 94-049944, District Court of Harris County, Texas, - --------------- 234th Judicial District. Nuevo alleged that the Company and LaTex Petroleum had refused to arbitrate certain disputes arising under the Stock Purchase Agreement dated July 15, 1993 between Nuevo and Panda Resources, Inc. ("Panda"), pursuant to which Panda sold to Nuevo its former wholly-owned subsidiary, Richfield Natural Gas, Inc. ("Richfield"). Under the terms of the Stock Purchase Agreement, the Company was the guarantor of Panda's obligations to Nuevo. The disputed issues between Nuevo and the Company related to a post-closing final accounting and settlement statement by which the final purchase price under the Stock Purchase Agreement was to be adjusted to reflect certain post-closing costs and events. On October 12, 1994, Torch Energy Marketing, Inc. ("Torch") filed a lawsuit against the Company and its wholly-owned subsidiary, LaTex Petroleum styled Torch Energy Marketing, Inc. v. LaTex Resources, Inc. and LaTex Petroleum Corp., - ------------------------------------------------------------------------------- Case No. 94-050945, District Court of Harris County, Texas, 270th Judicial District. Torch alleged that the Company and LaTex Petroleum had refused to arbitrate certain disputes arising under the Stock Purchase Agreement dated July 26, 1993, between Torch and LaTex Petroleum, pursuant to which the Company sold to Torch its former wholly-owned subsidiary, Panda. The disputed issues between Torch and the Company related to a post-closing final accounting and settlement by which the final purchase price under the Stock Purchase Agreement was to be adjusted to reflect certain post-closing costs and events. On January 6, 1995, the Company removed both the Nuevo and Torch lawsuits to the United States District Court for the Southern District of Texas, Houston Division, Case No. H-95-0029. On March 21, 1995, the Company filed a lawsuit against its former wholly- owned subsidiary, Panda, styled LaTex Petroleum Corporation v. Panda Resources, ----------------------------------------------- Inc., Case No. CJ-95-01302, in the District Court of Tulsa County, Oklahoma. - ---- The Company sought recovery of $163,191.16 plus interest and attorneys' fees, for the sale of natural gas to Panda for the period from June 1993, through March 1994. On December 7, 1995, the company entered into a Settlement Agreement (the "Settlement") with Torch, Nuevo, Panda, Steve Wilson and Wilson, Tucker & Associates to settle each of the referenced lawsuits. Pursuant to the Settlement, the company agreed (a) to pay Nuevo $20,000 on December 7, 1995, and an additional $30,000 over the course of 90 days following execution of the Settlement, and (b) to pay Torch $50,000 within one year of the Settlement, an additional $50,000 within two years of the Settlement, and an additional $150,000 within three years of the Settlement, together with interest in the amount of $36,000. To secure its obligation under the Settlement, the Company stipulated to an agreed judgment in the amount of $1,000,000 (less any amounts paid pursuant to the Settlement) upon the Company's S-21 default of its obligations under the Settlement. Torch, Nuevo and Panda agreed to dismiss their respective claims against the Company arising from the referenced litigation. In addition, the Company agreed to assume and indemnify Panda and Torch against all obligations and amounts owed under a May 2, 1989, agreement (the "Dewey County Contract") between Panda and Northern Natural Gas Company relating to the transportation of natural gas through a facility located in Dewey County, Oklahoma. The Company has subsequently been asked to indemnify Torch with respect to claims brought against it by Northern in a lawsuit filed March 7, 1996, as more fully discussed below. Northern Natural Gas Company v. LaTex Resources, Inc., Case No. 94-049766, ----------------------------------------------------- 152nd District Court of Harris County, Texas. On October 7, 1994, Northern Natural Gas Company ("Northern") filed a lawsuit against the Company alleging that the Company had breached two Firm Transportation Service Agreements dated December 1, 1990, between Northern and Panda, a former wholly-owned subsidiary of the Company. Northern claimed damages, including damages for anticipatory breach, in the amount of $1,600,000, plus other actual damages and interest. On June 6, 1996, Northern and the Company entered into a Settlement Agreement pursuant to which (a) the Company issued to Northern 50,000 shares of the Company's Series B Senior Convertible Preferred Stock which are convertible (subject to adjustment) into 333,333 shares of the Company's common stock, and (b) the Company agreed to pay Northern $465,000 in installments of $50,000 by June 21, 1996, $150,000 by May 1, 1997, $125,000 by May 1, 1998, and $140,000 by May 1, 1999. An agreed judgment was entered in the case, but Northern has agreed not to seek to enforce the judgment unless the Company defaults in its payment obligations. Once the required payments have been made, Northern has agreed to execute a release of the judgment. Associated Storage Corp., formerly known as Centennial Storage Corp., a ----------------------------------------------------------------------- subsidiary of Associated Natural Gas, Inc., a Colorado corporation v. LaTex - --------------------------------------------------------------------------- Resources, Inc., Case No. CJ-94-04711, District Court for Tulsa County, - --------------- Oklahoma. On November 17, 1994, Associated Storage Corporation ("Associated") filed a lawsuit against the Company alleging that the Company had breached a July 21, 1993 agreement between Associated and the Company pursuant to which the Company allegedly agreed to pay Associated $150,000 in connection with the sale of the Company's former wholly-owned subsidiary, Panda Resources, Inc., and Panda's wholly-owned subsidiary, Richfield Natural Gas, Inc. Associated seeks actual damages in the amount of $150,000, prejudgment interest, court costs and attorneys' fees. Jones, et al. v. Hughes Eastern, et al., Case No. CV-95-133, Circuit Court --------------------------------------- for Lamar County, Alabama; Hubbert, et al. v. Hughes Eastern, et al., Case No. ----------------------------------------- CV-95-134, Circuit Court for Lamar County, Alabama; Perkins, et al. v. Hughes ------------------------- Eastern, et al., Case No. CV-95-137, Circuit Court for Lamar County, Alabama. - --------------- Each of these cases is a wrongful death or personal injury action arising out of an accident which occurred at a heater-treatment unit on the Blowhorn Creek Millerella Oil Unit lease in Lamar County, Alabama. Germany Oil Company, a wholly-owned subsidiary of the Company, is a working interest owner in the oil and gas lease relevant to the case and, together with all other working interest owners, is a named defendant. Each plaintiff seeks damages in the amount of $25 million. All three cases have been referred to Germany Oil Company's insurance carrier for defense. Each case is in the initial stages of discovery. Northern Natural Gas Company v. Torch Energy Advisors, Inc., Case No. ----------------------------------------------------------- 96-12462, 269th Judicial District Court of Harris County, Texas. On March 7, 1996, Northern Natural Gas Company ("Northern") filed this lawsuit against Torch Energy Advisors, Inc. ("Torch" for alleged breach of a May 2, 1989, agreement (the "Dewey County Contract") between Torch, Panda Resources, Inc. ("Panda"), and Northern relating to the transportation of natural gas through a facility located in Dewey County, Oklahoma. The Company has assumed the defense of this matter pursuant to the indemnification agreement entered into as part of the December 7, 1995, settlement among Torch, Panda and the Company discussed above. In addition to the foregoing litigation, the Company is a named defendant in lawsuits, is a party in governmental proceedings and is subject to claims of third parties from time to time arising in the ordinary course of business. While the outcome of lawsuits or other proceedings and claims against the Company cannot be predicted with certainty, management does not expect these additional matters to have a material adverse effect on the financial position of the Company. S-22 Item 4. Submission of Matters to a Vote of Security Holders. On May 16, 1996 the Company held its 1995 annual meeting of shareholders to (i) elect six directors, and (ii) ratify the selection of Briscoe Robinson Co., (now known as Briscoe & Burke) as the Company's independent auditors for 1996. At the meeting the following individuals were elected directors of the Company. Each individual elected was a director of the Company prior to the meeting.
Votes Votes Director For Withheld -------- ----- -------- Jeffrey T. Wilson 14,425,882 226,165 Malcolm W. Henley 14,406,107 245,940 Philip J. Wade(1) 14,403,107 248,940 Dennis J. Strauch(2) 14,403,107 248,940 John R. Martinson 14,420,432 231,615 John L. Cox 14,412,432 239,615
- -------------------- (1) Mr. Wade resigned as a Director of the Company on October 8, 1996. (2) Mr. Strauch resigned as a Director of the Company on June 24, 1996. The selection of Briscoe & Burke was ratified by shareholders by a vote of 14,464,929 shares for and 115,303 against with 71,815 shares abstaining. PART II Item 5. Market for Registrant's Common Equity and Related Shareholder Matters. Market Information and Dividends The common stock of the Company (i) is traded over-the-counter and quoted on NASDAQ under the symbol "LATX" and (ii) until September 4, 1996, was listed on the Pacific Stock Exchange under the symbol "LAT". Effective September 4, 1996, the Company's common stock was delisted by the Pacific Stock Exchange as a result of the failure of the minimum bid price for the common stock to meet the Exchange's listing maintenance requirements. The following table sets forth, for the periods indicated, (i) the high and low closing bid prices per share of common stock as quoted by NASDAQ, and (ii) the high and low closing bid prices per share of common stock as reported on the Pacific Stock Exchange. Bid quotations represent quotations between dealers without adjustment for retail mark-ups, mark-downs or commissions and may not necessarily represent actual transactions.
Pacific NASDAQ Stock Exchange(1) --------------- -------------------- High Low High Low ---- --- ---- --- Fiscal Year Ended July 31, 1996: First Quarter 7/8 7/16 3/4 3/8 Second Quarter 11/16 13/32 3/8 3/8 Third Quarter 1/2 11/32 1/2 1/2 Fourth Quarter 17/32 5/16 N/A(2) N/A(2) Fiscal Year Ended July 31, 1995: First Quarter 1 7/8 1/2 1/2 1/2 Second Quarter 1 5/16 23/32 1 3/4 Third Quarter 15/16 1/2 7/8 1/2 Fourth Quarter 5/8 7/16 3/8 1/4 - ---------------------------
S-23 (1) Effective September 4, 1996, the Company's common stock was delisted by the Pacific Stock Exchange as a result of the failure of the minimum bid price for the common stock to meet the Exchange's listing maintenance requirements. (2) There was no trading activity in the Company's common stock on Pacific Stock Exchange during the fourth quarter of fiscal 1996 and, therefore, no price information for this period is available. No cash dividends have been declared by the Company's Board of Directors during the Company's two most recent fiscal years. The Company does not presently intend to declare or pay dividends on the common stock. The terms of the Company's existing bank credit facility do not permit the Company to pay dividends on the common stock. Payment of dividends in the future, if any, will depend on applicable legal and contractual restrictions, as well as the financial condition and requirements of the Company and general business conditions. The Company presently intends to use its available cash flow for expansion of the Company's business, including acquisition, development and enhancement of oil and gas properties. Recent Sales of Unregistered Securities During the year ended July 31, 1996, the Company issued (i) effective March 12, 1996, 58,800 shares of its common stock to Princeton Otolaryngology Retirement Trust, an entity controlled by Dr. Howard S. Farmer, in payment of indebtedness of Wexford Technology, Incorporated in the amount of $23,520, and (ii) effective June 27, 1996, 85,000 shares of its common stock to Thomas J. Patrick in payment of indebtedness of Wexford Technology, Incorporated in the amount of $37,000. Following the year ended July 31, 1996 the Company issued a total of 1,690,000 shares of its common stock to various officers and employees as described in more detail at "Item 11. Executive Compensation -- Restricted Stock Grants". In each of the referenced transactions, an exemption from registration was claimed under Section 4(2) of the Securities Act of 1933, as amended, and regulations promulgated thereunder because no public offering was involved and the securities were issued for investment and not with a view to the distribution thereof. No underwriter was involved in any of the referenced transactions nor were any underwriting discounts or commissions paid. Each certificate representing shares issued in the referenced transactions bears a restrictive legend and stop transfer instructions were entered on the Company's stock transfer records with respect thereto. Item 6. Selected Financial Data. The selected historical financial information presented in the table below for and at the end of each of the years ended July 31, 1992, 1993, 1994, 1995 and 1996 is derived from the audited consolidated financial statements of the Company, of which the consolidated balance sheets as of July 31, 1995 (restated) and 1996, and the consolidated statements of income, shareholders' equity and cash flows for the years ended July 31, 1994, 1995 (restated) and 1996 are included under "Item 8. Financial Statements and Supplementary Data." The selected financial information presented below should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto included under Item 8 and Management's Discussion and Analysis of Financial Condition and Results of Operations at Item 7. S-24 Selected Consolidated Financial and Operating Data (In thousands, except per share amounts and average sales data)
Years Ended July 31(1) ========================================================================= 1996 1995 1994 1993 1992 ============== ============== ============ ============ ============= (Restated) Income Statement Data: Revenues: Oil and gas sales................... $ 11,980 $ 8,586 $ 8,703 $ 8,489 $ 6,778 Crude oil and gas marketing......... 540 1,223 2,781 2,128 210 Lease operating and management fees. 1,011 634 601 860 561 ----------- ----------- ----------- ----------- ----------- Total operating income............ 13,531 10,443 12,085 11,477 7,549 ----------- ----------- ----------- ----------- ----------- Operating expenses: Lease operating expense............. 6,608 5,265 4,840 4,735 4,092 Crude oil and gas marketing......... 134 744 2,216 1,740 193 Dry hole costs and abandonments..... 3,586 104 113 --- --- General and administrative.......... 2,893 2,735 2,497 2,566 1,564 Depreciation, depletion and amoritization...................... 4,706 2,711 2,214 2,899 1,724 ----------- ----------- ----------- ----------- ----------- Total operating expenses.......... 17,927 11,559 11,880 11,940 7,573 ----------- ----------- ----------- ----------- ----------- Other Income (expense): Equity in losses and write offs of investments in affiliates.......... (4,185) (299) (440) (16) (2) Gain on sale of assets.............. 2,366 128 393 863 276 Interest income..................... 205 122 17 9 12 Interest expense.................... (2,410) (1,291) (598) (728) (724) Net loss from continuing operations ----------- ----------- ----------- ----------- ----------- before income taxes.................. (8,420) (2,456) (423) (335) (462) Provision for income taxes: Current............................. --- 35 --- (145) (159)(2) ----------- ----------- ----------- ----------- ----------- Net loss from continuing operations... (8,420) (2,491) (423) (190) (303) Income (loss) from discontinued operations (net of income taxes).... --- --- --- 974 (962) Gain (loss) on disposal of subsidiary (net of income taxes)................ (1,811) --- --- 123 --- ----------- ----------- ----------- ----------- ----------- Net income (loss)..................... $ (10,231) $ (2,491) $ (423) $ 907 $ (1,265)(2) =========== =========== =========== =========== =========== Preferred stock dividends............. 571 133 --- --- --- Net income (loss) for common shareholders......................... $ (10,801) $ (2,624) $ (423) $ 907 $ (1,265)(2) Loss per share from continuing =========== =========== =========== =========== =========== operations........................... $(0.50) $(0.15) $(0.02) $(0.01) $(0.02) =========== =========== =========== =========== =========== Income (loss) per common share........ $(0.60) $(0.15) $(0.02) $0.06 $(0.10) =========== =========== =========== =========== =========== Weighted average shares outstanding(3) 18,011,826 17,661,428 17,434,159 15,116,096 12,266,372 =========== =========== =========== =========== =========== Balance Sheet Data (end of period): Total assets........................ $ 38,966 $ 47,923 $ 21,259 $ 21,246 $ 35,399 Net property, plant and equipment... $ 31,945 $ 37,709 $ 13,077 $ 12,440 $ 12,304 Working capital (deficit)........... $ (28,420) $ (7,119) $ (1,111) $ (2,117) $ (10,353) Long term debt...................... $ 0 $ 20,635 $ 4,467 $ 4,868 $ 2,544 Stockholders' equity................ $ 6,318 $ 16,001 $ 10,280 $ 8,216 $ 2,639 Reserve and Production Data: Production: Oil (MBbls)....................... 405 359 335 280 213 Gas (MMcf)........................ 3,481 2,612 2,107 1,941 1,798 Average sales prices: Oil (per Bbl)..................... $ 15.24(4) $ 12.86(5) $ 14.56 $ 17.88 $ 17.64 Gas (per Mcf)..................... $ 1.67(4) $ 1.48(5) $ 1.81 $ 1.79 $ 1.57 Proved reserves (end of period): Oil (MBbls)....................... 6,353.1 4,036.4 4,519.9 2,455.3 1,845.5 Gas (MMcf)........................ 28,172 27,730 10,933 9,391 8,214 Present value of estimated future oil and gas net revenues before income taxes (discounted 10%)...... $ 53,499 $ 29,685 $ 23,418 $ 15,658 $ 16,923
(1) Included in the Company's historical consolidated financial information for the years ended July 31, 1992, 1993, 1994, 1995 and 1996 are the assets, liabilities and results of operations of LaTex Resources, Inc. The financial information reflects (a) the 1991 pooling of Elite Enterprises, Inc. and Sable Investments Corporation and the 1993 pooling of Panda Resources, Inc. and its subsidiaries, Panada Exploration, Inc. and Richfield Natural Gas, Inc., and (b) the discontinued operations from the subsequent sale of Panda Resources, Inc. and Richfield Natural Gas, Inc. effective July 1, 1993. The financial information of ENPRO, Inc. and Phoenix Metals, Inc. has been included subsequent to their June 22, 1992 and December 8, 1992 respective dates of acquisition. (2) LaTex Resources, Inc. and Sable Investment Corporation elected to be taxed as C corporations under the Internal Revenue Code effective January 1, 1992. The net loss for fiscal 1992 is net of a proforma provision for income taxes of $25 that would have been provided had these entities elected to be taxed as C corporations effective August 1, 1991. Earnings per share was not affected. (3) The weighted average shares outstanding is as disclosed in the Notes to the LaTex Resources, Inc. Consolidated Financial Statements included elsewhere herein. (4) After giving effect to the impact of the Company's price hedging arrangements with the Company's principal bank. Without such hedging arrangements, the average sales prices for the year ended July 31, 1996, would have been $15.73 for oil and $2.03 for gas. (5) The Company's price hedging arrangements did not have material effect on average sales prices for the year ended July 31, 1995. S-25 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. FASB Accounting Standards The Financial Accounting Standards Board ("FASB") has issued Statements of Financial Accounting Standards No. 114 ("SFAS 114"), Accounting by Creditors for Impairment of a Loan and No. 118 ("SFAS 118"), Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures. In general, these statements require that impaired loans be measured by creditors at the present value of expected future cash flows discounted at the loan's effective interest rate or at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. The Company has adopted SFAS 114 and 118 for the fiscal year ended July 31, 1996. FASB has issued Statement of Financial Accounting Standard No. 119 ("SFAS 119"), Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments. This statement generally requires disclosures about amounts, nature and terms of derivative financial instruments. The Company has adopted SFAS 119 for the fiscal year ended July 31, 1996. FASB has issued Statement of Financial Accounting Standard No. 121 ("SFAS 121"), Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. This statement requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. This statement is effective for financial statements for fiscal years beginning after December 15, 1995. The Company intends to adopt SFAS 121 for the fiscal year ending July 31, 1997. The Company expects the adoption of SFAS 121 will not have a material effect on its financial statements. FASB has issued Statement of Financial Accounting Standard No. 123 ("SFAS 123"), Accounting for Stock-Based Compensation. This statement establishes financial accounting and reporting standards for stock-based employee compensation plans. This statement defines a fair value based method of accounting for an employee stock option or similar equity instrument plan. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This statement is effective for transactions entered into in fiscal years that begin after December 15, 1995. The Company intends to adopt the disclosure requirements of SFAS 123 for the fiscal year ending July 31, 1997. Results of Operations The Company follows the "successful efforts" method of accounting for its oil and gas properties whereby costs of productive wells and productive leases are capitalized and depleted on a unit-of-production basis over the life of the remaining proved reserves. Depletion of capitalized costs is provided on a prospect-by-prospect basis. Exploratory expenses, including geological and geophysical expenses and annual delay rentals, are charged to expense as incurred. Exploratory drilling costs, including the cost of stratigraphic test wells, are initially capitalized, but charged to expense if and when the well is determined to be unsuccessful. The factors which most significantly affect the Company's results of operations are (i) the sale prices of crude oil and natural gas, (ii) the level of oil and gas sales, (iii) the level of lease operating expenses, (iv) the level of exploratory activities, and (v) the level of and interest rates on borrowings. Total sales volumes and the level of borrowings are significantly impacted by the degree of success the Company experiences in its efforts to acquire oil and gas properties and its ability to maintain or increase production from existing oil and gas properties through its development and production enhancement activities. The following table reflects certain historical operating data for the periods presented. S-26
Year Ended July 31 -------------------------------- 1994 1995 1996 ---- ---- ---- Net Sales Volumes: Oil (MBbls) 335 359 405 Natural gas (MMcf) 2,107 2,612 3,481 Oil equivalent (MBOE) 686 794 985 Average Sales Prices: Oil (per Bbl) $ 14.56 $ 12.86(1) $ 15.24(2) Natural gas (per Mcf) $ 1.81 $ 1.48(1) $ 1.67(2) Operating Expenses per BOE of Net Sales: Lease operating $ 6.29 $ 5.91 $ 5.82 Severance tax $ 0.77 $ 0.72 $ 0.89 General and administrative $ 3.75 $ 3.56 $ 2.94 Depreciation, depletion and amortization $ 3.23 $ 3.34 $ 4.60 - --------------------------------------
(1) The Company's price hedging arrangements did not have a material effect on average prices for the year ending July 31, 1995. (2) After giving effect to the impact of the Company's price hedging arrangements with the Company's principal bank. Without such hedging arrangements, the average sales prices for the year ended July 31, 1996 would have been $15.73 for oil and $2.03 for gas. Relatively modest changes in either oil or gas prices significantly impact the Company's results of operations and cash flow and could significantly impact the Company's borrowing capacity. Prices received by the Company for sales of oil and natural gas have fluctuated significantly from period to period. The Company's ability to maintain current borrowing capacity and to obtain additional capital on attractive terms is substantially dependent on oil and gas prices. Domestic spot oil prices have ranged from a low of approximately $11 per barrel in July 1986 to a high of approximately $40 per barrel in October 1991, with a current price of approximately $24 per barrel. The fluctuations in oil prices during these periods reflect market uncertainty regarding OPEC's ability to control the production of its member countries, as well as concerns related to the global supply and demand for crude oil. Since the end of the Gulf War in early 1991, crude oil prices have experienced continued weakness, primarily as a result of OPEC's inability to maintain disciplined production quotas by member countries and the uncertainty associated with Iraq's return to the crude oil export market. These factors continue to overhang the market and will create significant price volatility for the foreseeable future. Natural gas prices received by the Company fluctuate generally with changes in the spot market price for gas. Spot market gas prices have generally declined in recent years because of lower worldwide energy prices as well as excess deliverability of natural gas in the United States. However, natural gas prices have rebounded recently and appear to be poised for further strengthening. Domestic spot natural gas prices have ranged from a low of approximately $0.90 per Mcf in January 1992 to a high of approximately $2.70 per Mcf in April 1996, with a current price of approximately $2.10 per Mcf. Environmental concerns coupled with recent increases in the use of natural gas to produce electricity have combined to improve prices. Under FERC Order 636, U.S. pipelines have been made more accessible to both buyers and sellers of natural gas and, as a result, natural gas will be able to more effectively compete for market share with other end-use energy forms. All of this suggests a continued improvement in the demand for natural gas over the long term. Within the oil and gas business, it appears that the substantial restructuring of the major and large independent companies is slowing. The merger activity of the 1980's has waned, and despite the continued exodus by U.S. companies to international ventures, it appears that the mid-1990's will be a "settling in" time for most companies. Nevertheless, there remains a large inventory of properties available for acquisition within the United States. However, it is anticipated that as crude oil and natural gas prices stabilize and strengthen, fewer companies will be inclined to sell their properties in the future. S-27 The Company's principal source of cash flow is the production and sale of its crude oil and natural gas reserves, which are depleting assets. Cash flow from oil and gas sales depends upon the quantity of production and the price obtained for such production. Except as affected by the Company's current commodity hedging arrangement, an increase in prices permits the Company to finance its operations to a greater extent with internally generated funds. A decline in oil and gas prices reduces the cash flow generated by the Company's operations, which in turn reduces the funds available for servicing debt, acquiring additional oil and gas properties and exploring for an developing new oil and gas reserves. In addition to the foregoing, the results of the Company's operations vary due to seasonal fluctuations in the sales prices and volumes of natural gas. In recent years, natural gas prices have been generally higher in the fall and winter. Due to these seasonal fluctuations, results of operations for individual quarterly periods may not be indicative of results which may be realized on an annual basis. The following events have directly affected the comparability of the results of operations and financial position of the Company during the periods presented: . During the period between July 31, 1992 and July 31, 1996, the Company completed 12 oil and gas property acquisitions that added substantial amounts of proved oil and gas reserves for a total expenditure of approximately $30.8 million. As a result of these transactions, the Company's equivalent proved reserves increased approximately 560% in fiscal 1992, 125% in fiscal 1993, 58% in fiscal 1994, 3.5% in fiscal 1995 and 68% in fiscal 1996, and the Company's oil and gas production, revenues, lease operating expenses, interest expense and net income have increased significantly. . The Company acquired Panda Resources in February 1993 and subsequently sold Panda's gas marketing and storage operations in July 1993. . In April 1995 the Company completed the acquisition of Germany Oil Company which approximately doubled the Company's oil and gas properties and added significantly to the Company's liabilities. The acquisition was accounted for using the purchase method of accounting. In connection with this acquisition, the Company refinanced its senior debt, issued preferred stock and entered into hedging arrangements with respect to sales prices for its oil and gas production. . In December 1995 the Company completed the sale of certain oil and gas properties it had acquired from Phillips Petroleum and Sackett Oil Company for approximately $2,857,275 net cash to the Company. . In March 1995 the Company acquired Germany Oil Company in a purchase transaction. The assets of Germany Oil consisted primarily of oil and gas properties. In recording the transaction, the Company failed to allocate the purchase price to all assets acquired as required by generally accepted accounting principles. During fiscal 1996 the Company, based on the reports of independent petroleum engineers, reallocated the adjusted purchase price as of the date of acquisition. Accordingly, the Company's consolidated financial statements for the year ended July 31, 1995 have been restated. Year ended July 31, 1996 Compared to year ended July 31, 1995. Total ------------------------------------------------------------- revenues from the Company's operations for the year ended July 31, 1996 were $15,006,816 before reduction by $1,475,653 as a result of losses incurred from the Company's oil and gas price hedging arrangements. This compares to total revenues of $10,442,679 for the year ended July 31, 1995, which includes hedging gains of $157,301. The increase is attributable to a 15% increase in oil and gas prices and the inclusion of the oil and gas operations of the Company's wholly-owned subsidiary, Germany Oil Company, for the full year ended July 31, 1996. The increased revenues were partially offset by lower revenues from the Company's crude oil marketing activities. Total operating expenses for the year ended July 31, 1996 were $17,926,639 compared to $11,559,488 for the same period a year earlier. Lease operating expense increased 20% to $6,608,089 S-28 compared to the prior year primarily as a result of including the full year of operations of Germany Oil, while expenses associated with the Company's marketing operations decreased $610,155 due to reduced oil and gas marketing activity. Depreciation, depletion and amortization expense increased from $2,710,574 in fiscal 1995 to $4,705,912 in fiscal 1996 primarily as a result of the acquisition of Germany Oil. General and administrative expenses for the year ended July 31, 1996 were $2,893,146 compared to $2,736,261 for the prior year due to routine increases in the Company's administrative expenses. The Company incurred dry hole costs of $2,630,541 during the year ended July 31, 1996 which was principally due to the write-off of the Company's investment in the Tunisian Prospect. The Company also wrote off its investment in the Kazakhstan Prospect in the amount of $955,496. See "Item 1. Business and Item 2. Properties -- Exploration and Development". The Company's equity in the net losses of its unconsolidated affiliates, Wexford Technology, Incorporated and Imperial Petroleum, Inc. was $298,839 during the fiscal year July 31, 1995. The current year equity in the losses or earnings from these unconsolidated affiliates was not subject to determination by the Company and, therefore, is included in the write off of the investment in and advances to these affiliates in the total amount of $4,184,881 for the fiscal year ended July 31, 1996. See "Item 1. Business and Item 2. Properties - - - Other Business". The Company recognized gains on the sale of assets of $2,365,807 from the disposition of non-strategic oil and gas properties during the fiscal year ended July 31, 1996, an increase of $2,237,881 from the preceding year. The Company had a net loss from continuing operations for the year ended July 31, 1996 of $8,420,401 ($0.50 per common share), compared to a net loss from continuing operations of $2,491,342 ($0.15 per common share) for the year ended July 31, 1995. The increase in the net loss from continuing operations is primarily a result of the write off of the cost of the Company's activities in Tunisia and Kazakhstan (reflected as dry hole cost and abandonments), hedging contract losses, and equity in losses and write-offs of investments in affiliates. These increases were partially offset by a gain on the sale of assets. The Company also incurred additional losses of $1,810,382 from discontinued operations in connection with litigation arising out of the sale of its Panda subsidiary in July 1993. As a result, the Company incurred a net loss of $10,801,404 ($0.60 per common share) for the year ended July 31, 1996 compared to a net loss of $2,624,142 ($0.15 per common share) for the prior year. Year ended July 31, 1995 compared to year ended July 31, 1994. Total ------------------------------------------------------------- revenues from the Company's operations for the year ended July 31, 1995 were $10,442,679 compared to $12,085,364 for the year ended July 31, 1994. The decrease is primarily attributable to a 13% decrease in oil and gas prices which also resulted in lower revenues from the Company's crude oil marketing activities. The reduced revenues were partially offset by an increase in oil and gas sales volume as a result of the acquisition of Germany Oil Company effective in April 1995. However, oil and gas sales revenues for the fourth quarter of fiscal 1995 increased 46% compared to revenues in the fourth quarter of fiscal 1994 as a result of the acquisition of Germany Oil. The Company anticipates that oil and gas sales revenues will further increase in subsequent quarters due to this acquisition. Total operating expenses for the year ended July 31, 1995 were $11,559,488 compared to $11,880,094 for the same period a year earlier. Lease operating expense increased nine percent to $5,264,858 compared to the prior year primarily as a result of the acquisition of Germany Oil, while expenses associated with marketing operations decreased $1,472,684 due to lower product prices. Depreciation, depletion and amortization expense increased from $2,213,823 during fiscal 1994 to $2,710,574 during fiscal 1995 as a result of the acquisition of Germany Oil and due to an increase in depletion rates as a result of the year-end price impact on the Company's base of oil and gas reserves. S-29 General and administrative expenses for the year ended July 31, 1995 were $2,736,267 compared to $2,496,567 for the prior period. The increase was due to increases in the Company's legal and accounting fees associated with the closing of the acquisition of Germany Oil in April 1995. The Company incurred losses from unconsolidated affiliates of $298,839 during the current fiscal year, with $216,998 of the losses attributable to Wexford Technology Incorporated, a development stage company engaged in the crude oil tank bottoms business. See "Item 1. Business and Item 2. Properties - Other Business." The Company recognized gains on the sale of assets of $127,926 from the disposition of non-strategic oil and gas properties during the fiscal year ended July 31, 1995, a reduction from gains of $265,281 in the previous year. The Company had an after-tax net loss from continuing operations for the year ended July 31, 1995 of $2,491,342 ($0.15 per common share) compared to a net loss of $423,341 ($0.02 per common share) for the year. The increase in the net loss is a result of lower oil and gas prices and increased operating, financing, professional, and amortization costs associated with the purchase of Germany Oil. Year ended July 31, 1994 compared to year ended July 31, 1993. Total ------------------------------------------------------------- revenues from the Company's operations for the year ended July 31, 1994 were $12,085,366 as compared to $11,477,045 for the year ended July 31, 1993. The increase in revenues is primarily due to the Swift Energy acquisition and increased marketing margins from the sale of the Company's production in the South Carlton field in Alabama which were offset partially by a reduction in crude oil prices from $17.88 per barrel to $14.56 per barrel. Total operating expenses for the year ended July 31, 1994 were $11,880,094 compared to $11,934,000 for the same period a year earlier. Lease operating expense increased two percent to $4,840,000 compared to the prior year primarily as a result of the acquisition of oil and gas properties from Swift Energy, while expenses from marketing operations were up $476,410 due to increased marketing efforts on the South Carlton field. Depreciation, depletion and amortization expense in fiscal 1994 decreased to $2,213,823 from $2,899,459 for the comparable period a year ago due to significant downward revisions of oil and gas reserves in July 1993 for the Wheat field in Loving County, Texas and the Flora field wells in Madison County, Mississippi. Both of these properties were sold during the fiscal year with the Company recording significant gains on sale. General and Administrative expenses for the year ended July 31, 1994 were $2,496,567 compared to $2,560,000 for the prior period. These expenses are within 1% of the previous year's results reflecting the Company's commitment to control overhead. The Company had an after-tax net loss from continuing operations for the year ended July 31, 1994 of $423,341 ($0.02 per common share) compared to a net loss of $190,147 ($0.01 per common share) for the same period a year ago. The Company wrote off its $222,918 investment in its Phoenix Metals, Inc. subsidiary during fiscal 1994. To date this subsidiary has been unable to obtain financing to initiate operations. The Company's equity in the net losses of its unconsolidated affiliates was $216,998 during the current fiscal year, with $174,050 of the losses attributable to Wexford Technology, Incorporated, a start-up company engaged in the crude oil tank bottoms business. See "Item 1. Business and Item 2. Properties -- Other Business." The Company recognized gains on the sale of assets of $392,592, primarily from the sale of non-strategic oil and gas assets during the fiscal year ended July 31, 1994, a reduction of $470,888 from the previous fiscal year which included the settlement of a natural gas contract in that period. The net loss of the Company for the year ended July 31, 1994 was $423,341 ($0.02 per common share) compared to net income of $906,839 ($0.06 per common share) for the previous year. The decrease in net income is a result of a $1,882,685 net gain (after income taxes) resulting primarily from the sale of a gas purchasing contract in the prior period in addition to the write off of Phoenix Metals and the S-30 Company's share of the losses of the unconsolidated affiliates. Capital Resources and Liquidity The Company's capital requirements relate primarily to the acquisition of developed oil and gas properties and undeveloped leasehold acreage and exploration and development activities. In general, because the Company's oil and gas reserves are depleted by production, the success of its business strategy is dependent upon a continuous acquisition and exploration and development program. Historically, the Company's operating needs and capital expenditures have been funded by borrowings under its bank credit facilities and cash flow from operations. As a result of significant capital expenditures since 1991, the Company has experienced a decrease in its short-term liquidity and a decline in its working capital. In connection with the Company's acquisition of Germany Oil in April 1995, the Company's new credit facility provided a source of long- term financing. As a result of the Germany Oil acquisition, the Company assumed approximately $4.3 million in liabilities and accounts payable which created a significant working capital deficit. The Company immediately began a program designed to reduce these liabilities through negotiated reductions in amounts owed and term payments out of the Company's cash flow. At July 31, 1996, the Company had current assets of $4.2 million and current liabilities of $32.6 million which resulted in negative working capital of $28.4 million. This compares to the Company's current assets of $4.2 million and current liabilities of $11.3 million, which resulted in negative working capital of $7.1 million, at July 31, 1995. The increase in the Company's working capital deficit during fiscal 1996 is primarily due to the current liability classification at July 31, 1996 of all indebtedness of the Company to its principal bank (see "Financing Arrangements"), additional litigation costs principally resulting from discontinued operations of $1.8 million, and increases in royalty and vendor payables in the amount of $1.8 million resulting from the Company's inability to fund its current obligations due primarily to product hedging losses of $1.5 million. These amounts were partially offset by an increase in oil and gas receivables resulting from higher product prices of approximately $500,000. The long-term portion of the Company's debt to its principal bank was $20.6 million at July 31, 1995. At July 31, 1994, the long-term portion of the Company's debt to its principal bank was $4.5 million and negative working capital was $1.11 million. The decline in the Company's working capital during the last two years is primarily the result of the Company's assumption of approximately $4.3 million of indebtedness associated with the acquisition of Germany Oil and the continued funding of its international operations and two unconsolidated affiliates. Subject to the availability of capital, the Company intends to continue to pursue its program to achieve an orderly liquidation of the Germany Oil indebtedness. There can be no assurance that, without an infusion of additional debt or equity capital, the Company will be able to timely liquidate these liabilities. As part of the Company's effort to reduce its working capital shortage, the Company has entered into the proposed merger transaction with Alliance Resources Plc. See "Item 1. Business and Item 2. Properties - Proposed Merger with Alliance Resources Plc." For the year ended July 31, 1996, the Company's operating activities resulted in positive cash flow of $3,359,885 compared to a positive cash flow of $1,742,623 for the year ended July 31, 1995. The improvement in cash flow is due to additional cash provided by operating activities through increased accounts payable and additional depreciation depletion and amortization. For the year ended July 31, 1994, the Company's operating activities resulted in a positive cash flow of $951,001 compared to providing deficit cash flow of $2,596,354 for the year ended July 31, 1993. Investing activities of the Company used $206,426 in net cash flow for the year ended July 31, 1996 to fund the Company's oil and gas activities. Investing activities of the Company used $16,750,182 in net cash flow for the year ended July 31, 1995 compared to using $3,551,072 in net cash flow for the year ended July 31, 1994. The increase in investing activities in fiscal 1995 was primarily due to the drilling of the first exploration well on the Company's Tunisian prospect. Investing activities of the Company used $3,588,429 in net cash flow for the year ended July 31, 1993. The decrease in cash flow used in investing activities during fiscal 1994 compared to fiscal 1993 was a result of a reduced number of oil and gas property acquisitions by the Company. Financing activities used $3,448,351 in net cash flow for the year ended July 31, 1996 compared to $15,113,389 provided in net cash flow for the year ended July 31, 1995 and $1,665,499 provided for the year ended July 31, 1994. The increase during fiscal 1996 was a result of the monthly amortization of the S-31 Company's indebtedness to its principal bank and additional debt reduction upon the sale of oil and gas properties. The increase in fiscal 1995 compared to fiscal 1994 was a result of the Company's new credit facility with Bank of America associated with the Company's acquisition of Germany Oil Company in April 1995. As a result of the Company's default under certain provisions of its credit facility with Bank of America, the Company does not currently anticipate being able to increase its level of borrowing under such credit facility. The domestic spot price for crude oil has ranged from $11.00 to $40.00 per barrel over the past ten years. To the extent that crude oil prices continue fluctuating in this manner, the Company expects material fluctuations in revenues from quarter to quarter which, in turn, could adversely affect the Company's ability to timely service its debt to its principal bank and fund its ongoing operations and could, under certain circumstances, require a write-down of the book value of the Company's oil and gas reserves. Since the Company is engaged in the business of acquiring producing oil and gas properties, from time to time it acquires certain non-strategic and marginal properties in some of its purchases. A portion of the Company's on-going profitability is related to the disposition of these non-strategic properties on a regular basis. The Company expects to continue to pursue sales of these types of properties in the future. In most cases the revenue from these properties is insignificant and in many cases does not exceed the lease operating expense. As a result, a portion of the Company's capital resources are generated by the sale of assets from continuing operations. Sales of non- strategic and minor interests oil and gas properties accounted for $2,365,807 in gains during fiscal 1996, $127,248 in gains during fiscal 1995, and $565,932 in gains during fiscal 1994. The Company expects to pursue a more aggressive policy of disposition of oil and gas properties in fiscal 1997. Additionally, the Company incurred a loss in fiscal 1994 of $173,340 on the disposition of the 40,000 shares of Electric & Gas Technology, Inc. common stock acquired in 1991. Capital Expenditures. The timing of most of the Company's capital -------------------- expenditures is discretionary. Currently there are no material long-term commitments associated with the Company's capital expenditure plans. Consequently, the Company has a significant degree of flexibility to adjust the level of such expenditures as circumstances warrant. The Company primarily uses internally generated cash flow and proceeds from the sale of oil and gas properties to fund capital expenditures, other than significant acquisitions, and to fund its working capital deficit. If the Company's internally generated cash flows should be insufficient to meet its debt service or other obligations, the Company may reduce the level of discretionary capital expenditures or increase the sale of non-strategic oil and gas properties in order to meet such obligations. The level of the Company's capital expenditures will vary in future periods depending on energy market conditions and other related economic factors. The Company anticipates that its cash flow will not be sufficient to fund its domestic operations and debt service at their current levels for the next year. As a result, the Company anticipates that it will be necessary to increase the level of sales of the Company's oil and gas properties or seek additional equity capital, of which there can be no assurance. The Company's proposed merger with Alliance Resources Plc, if completed, would be a source of such equity capital. See "Item 1. Business and Item 2. Properties - Proposed Merger with Alliance Resources Plc." Substantially all of the Company's capital expenditures over its recent history have been made to acquire oil and gas properties. During fiscal 1993, 1994, 1995 and 1996, the Company made a number of significant acquisitions of oil and gas properties. During the year ended July 31, 1993, the Company completed two acquisitions of oil and gas properties for a cost of approximately $3,013,000. During the year ended July 31, 1994, the Company completed one acquisition of oil and gas properties for a cost of approximately $1,740,000. During the year ended July 31, 1995 the Company completed the acquisition of Germany Oil for a cost of approximately $18.1 million. Subsequent to July 31, 1995, the Company participated with Oakland Petroleum Operating Company in the acquisition of producing oil and gas properties from Sackett Oil Company and The Prudential Insurance Company of America for a total purchase price of $5,850,000, less adjustments. The properties are located in Texas, Louisiana and California. Of the total purchase price, the Company paid $2,885,320 for the properties located in Texas and Louisiana. The Company provided Oakland a loan in the principal amount of $2,300,000 to finance Oakland's purchase of the properties. This acquisition was funded through additional borrowings under the Company's principal credit facility. The Company's strategy is to continue to expand its reserve base S-32 principally through acquisitions of producing oil and gas properties. As a result, it is likely that capital expenditures will exceed cash provided by operating activities in years where significant growth occurs in the Company's oil and gas reserve base. In such cases, additional external financing is likely to be required. The Company intends to continue its practice of reserve replacement and growth through the acquisition of producing oil and gas properties, although at this time it is unable to predict the number and size of such acquisitions, if any, which will be completed. The Company's ability to finance its oil and gas acquisitions is determined by its cash flow from operations and available sources of debt and equity financing. Exclusive of potential acquisitions and subject to the availability of capital, the Company presently anticipates capital expenditures in fiscal 1997 of approximately $800,000 for oil and gas property enhancement activities. Financing Arrangements. Since July 31, 1991, the Company has made 12 ---------------------- acquisitions of oil and gas properties. These acquisitions have been financed primarily through borrowings under the Company's bank credit facilities and through internal cash flow. The Company's acquisition of Germany Oil Company, including the cash portion of the purchase price paid by the Company for the volumetric production payments and overriding interests acquired from ENPRO Reserve Acquisition Corp. and the cash portion of the consideration paid by the Company pursuant to the exchange offer, were financed through borrowings by the Company under a credit facility pursuant to a Credit Agreement dated as of March 31, 1995 (the "Credit Agreement") between Bank of America, NT and SA ("Bank") and the Company's wholly-owned subsidiaries, LaTex Petroleum, Germany Oil and LaTex/GOC Acquisition ("Borrowers"). In addition, under the credit facility the Company and the Borrowers refinanced the Company's then existing indebtedness to the Company's former principal lender. The Company and its wholly-owned subsidiary, ENPRO, have guaranteed the obligations of the Borrowers under the Credit Agreement. Under the Credit Agreement, the Bank agreed to make loans to the Borrowers (i) in the amount of $23,000,000 (the "Acquisition Loan") for the purposes of refinancing the Borrower's then existing indebtedness, partially funding the acquisition of Germany Oil Company and for working capital, and (ii) in the amount of $2,000,000 (the "Development Loan") for additional approved development drilling, workover or recompletion work on oil and gas properties mortgaged by the Borrowers to the Bank as security for the loans under the Credit Agreement. On July 31, 1996, the outstanding balance of the loans was $22,206,707. Advances under the Credit Agreement maintained from time to time as a "Base Rate Loan" bear interest, payable monthly, at a fluctuating rate equal to the higher of (i) the rate of interest announced from time to time by the Bank as its "reference rate", plus 1%, or (ii) the "Federal Funds Rate" (as defined in the Credit Agreement) plus 1 1/2%. Advances under the Credit Agreement maintained from time to time as a "LIBO Rate Loan" bear interest, payable on the last day of each applicable interest period (as defined in the Credit Agreement), at a fluctuating rate equal to the LIBO Rate (Reserve Adjusted) (as defined in the Credit Agreement) plus 2%. As of July 31, 1996, all advances to the Company under the Credit Agreement are maintained as LIBO Rate Loans which currently bear interest at the annual rate of 7.5%. Principal on any loans under the Credit Agreement is currently repayable in monthly installments of $322,500 (net of Oakland Petroleum's monthly principal payment of $42,500) plus an additional payment equal to the positive difference, if any, between the net proceeds from Borrower's oil and gas production (as defined in the Credit Agreement) times a variable dedicated percentage (as defined in the Credit Agreement) and the minimum monthly payment. All unpaid principal and accrued interest under the Credit Agreement is due March 31, 2000. The Company's indebtedness to the Bank under the Credit Agreement is secured by mortgages on all of the Company's producing oil and gas properties and pledges of the stock of the Company's subsidiaries, LaTex Petroleum, Germany Oil Company, LaTex/GOC Acquisition and ENPRO. On a semi-annual basis, the value of the oil and gas properties securing loans under the Credit Agreement is redetermined by the Bank based upon its review of the Company's oil and gas reserves. To the extent that the aggregate principal amount of all loans under the Credit Agreement exceeds the collateral value S-33 as determined by the Bank, the Company must either pay the Bank an amount sufficient to eliminate such excess, or provide additional oil and gas properties as security for the loans having a value satisfactory to the Bank. Under the Credit Agreement, the Company has also granted an affiliate of the Bank an overriding royalty interest in all of the Company's existing producing oil and gas properties, other than those situated in the State of Oklahoma (the "Bank ORRI"). The Bank ORRI is 6.3% of Company's net revenue interest in each property. The Bank is not entitled to the Bank ORRI on any property acquired after closing of the financing. On the later to occur of (i) March 31, 1998 or (ii) at such time as the Bank has received a 15% internal rate of return on the $25,000,000 commitment amount under the Credit Agreement, the Bank ORRI will be adjusted downward to 2.1%. As a condition to the Bank making the loans under the Credit Agreement, the Company's subsidiary, LaTex Petroleum, has entered into hedging agreements designed to enable the Company to obtain agreed upon net realized prices for the Company's oil and gas production and designed to protect the Company against fluctuations in interest rates with respect to the principal amounts of all loans under the Credit Agreement. Under the current hedging arrangements with the Bank, the Company pre-sold certain volumes of its gas production for a three year period beginning April 1, 1995 at a fixed price of $1.806 per MMBTU. The dedicated annual volumes for gas average 2,605,384 MMcf in fiscal 1996, 1,948,592 MMcf in fiscal 1997 and 1,115,296 MMcf in fiscal 1998. In addition, the Company placed a price "collar" on certain volumes of its oil production between $16.50 per barrel and $19.82 per barrel. The dedicated annual volumes for oil average 324,288 Bbls in fiscal 1996, 279,828 Bbls in fiscal 1997 and 170,344 Bbls in fiscal 1998. Interest rate protection was provided based on an interest rate swap at 7.47%. The effect of these hedging arrangements has been to reduce the Company's working capital in fiscal 1996 by $1,979,956 as a result of additional payments to the Bank above scheduled principal and interest payments. At July 31, 1996, the future impact of the hedging agreements are anticipated to result in additional losses of $3,649,287 based upon the prevailing commodity prices and interest rate at that time. See "Inflation and Pricing" and Note 15 to the Company's consolidated financial statements at Item 8. The Credit Agreement contains affirmative and negative covenants which impose certain restrictions and requirements on the Company, including: limitations on the amount of additional indebtedness the Company may incur; prohibition against payment by the Company of cash dividends; requirements that the Company maintains a current ratio (current assets to current liabilities) of at least 1.0 to 1.0, tangible net worth of at least $5.0 million, no less than $500,000 in cash equivalent investments on hand at any given time, and no less than $500,000 in working capital; limitations on the ability of the Company to sell assets or to merge or consolidate with or into any other person; and requirements that the Company maintain a consolidated current ratio of at least 1.0 to 1.0 and consolidated tangible net worth of at least $10 million. During the year ended July 31, 1996, the Company was in violation of various provisions of the Credit Agreement. The Company has acknowledged to the Bank these events of default and, pursuant to a Forbearance Agreement between the Company and the Bank dated July 23, 1996, as amended, the Bank agreed to delay enforcement of its rights under the Credit Agreement and related loan documents as a result of these events of default until the earlier of November 29, 1996, the occurrence of any default by the Company under the terms of Forbearance Agreement, the occurrence of any additional default by the Company under the Credit Agreement, or the Company's cure of the defaults. The Bank has indicated its willingness to further amend the Forbearance Agreement to extend its agreement to forbear any action on the Company's default through February 28, 1997. Under the terms of the Forbearance Agreement, the Company agreed to (a) obtain promissory notes from Imperial Petroleum, Inc. ("Imperial"), Wexford Technology, Inc. ("Wexford"), and LaTex Resources International evidencing their indebtedness to the Company at August 16, 1996 in the amounts of $677,705, $1,372,799 and $3,363,000, respectively, (b) obtain from Imperial a lien on and security interest in certain of Imperial's assets (subject to existing perfected liens and security interests) to secure Imperial's indebtedness to the Company, and (c) pay all unpaid overriding royalties due LaSalle Street National Resources Corporation in three monthly installments, beginning August 1, 1996, with interest at the Bank's prime rate plus two percent. In addition, in accordance with the requirements of the Forbearance Agreement, the Company and Bank entered into Amendment No. 2 to Amended and Restated Credit Agreement dated as of August 16, S-34 1996 ("Amendment No. 2") pursuant to which each of the Borrowers and Guarantors under the Credit Agreement granted Bank a security interest in substantially all of their assets which had not otherwise been previously pledged to the Bank under the Credit Agreement. In addition, the Company granted to the Bank a security interest in the indebtedness owed to the Company by Imperial, Wexford and LaTex, together with a security interest in the collateral pledged to the Company by Imperial to secure Imperial's indebtedness to the Company, which consists primarily of unpatented mining claims in the states of Arizona and Montana. In addition, the Company granted the Bank a security interest in the shares of common stock Wexford and Imperial owned by the Company. The Company has dedicated a significant portion of its available revenues and cash flows to remaining current in its payment obligations to the Bank. In addition, proceeds from sales of oil and gas properties by the Company have been used to further reduce the Company's indebtedness to the Bank, with only limited amounts of such proceeds being made available to fund the Company's working capital needs. As a result, the Company continues to fall further behind in making required payments to royalty owners and vendors. The effect of the continuation of this policy, over the long term, will be to increase the Company's accounts payable while reducing its debt to the Bank. Because the level of required payments to the Bank remains constant over the term of the Credit Agreement, the rate at which the Company's accounts payable deficit increases will become greater with time and, ultimately may jeopardize certain of the Company's oil and gas leases. The Company believes that its cash flow from operations will be insufficient to meet its anticipated capital requirements for the foreseeable future. As a result, the Company will be required to increase the level of sales of its oil and gas properties, seek additional equity capital, or restructure its existing Credit Agreement with the Bank, none of which can be assured. However, because future cash flows and the availability of debt or equity financing are subject to a number of variables, such as the level of production and the prices of oil and gas, there can be no assurance that the Company's capital resources will be sufficient to maintain current operations or planned levels of capital expenditures. Proposed Merger With Alliance Resources Plc As a result of the demands placed upon the Company by the Bank, the Company's continuing working capital deficit, its deteriorating financial condition and inability of the Company to raise additional debt or equity capital, management of the Company, in the fourth quarter of fiscal 1996, determined to seek an equity infusion through a strategic merger with a suitable merger candidate. Management's primary objective in seeking a merger partner was to solve the working capital deficit of the Company through an equity infusion while minimizing dilution to the shareholders. Although the Company considered several potential transactions, Alliance Resources Plc ("Alliance") emerged as the candidate most likely to meet the objectives of the Company. Subsequent to year end the Company agreed, subject to shareholder approval and satisfaction of certain other conditions, to enter into an agreement pursuant to which the Company will merge with Alliance. It is anticipated that the merger will provide the Company with sufficient capital resources to eliminate its existing working capital deficit, refinance the Company's senior debt and eliminate the hedging agreements, and provide development capital for exploration of the Company's oil and gas properties. In addition, the Company believes that the combination of the two companies provides strategic benefits to the Company important to its long term growth and the enhancement of shareholder value. Although Alliance's domestic oil and gas operations are significantly smaller than the Company's, the Company believes that the merger will enhance the overall financial strength of the Company and provide a stable platform from which future growth can be achieved. The strategic objectives of the combined Company will be to continue a policy of structured and stable growth in the domestic U.S. oil and gas sector while implementing projects in Western Europe, the Middle East and the former Soviet Union. As a result of the refocus of the Company on its core oil and gas operations and under the terms of the merger agreement with Alliance, the Company has agreed to dispose of its interests in Wexford Technology, Inc., Imperial Petroleum, Inc., LaTex Resources International, Inc. and Phoenix Metals, Inc. Despite attempts by management to locate potential purchasers for these business interests, the financial condition of these entities and additional capital requirements to achieve stable operations and cash flow have been significant impediments to their sale. As a result, Imperial Petroleum, Inc., an affiliate of the Company, has agreed to acquire the Company's interest in these companies for 100,000 shares of the S-35 Company's common stock. Imperial is controlled by the Company's President and largest stockholder, Jeffrey T. Wilson. Mr. Wilson will contribute to Imperial the 100,000 shares of the Company's common stock to be used by Imperial in acquiring the Company's interest in these companies. Prior to the completion of the sale, the Company will obtain an opinion from an independent investment banking firm as to the fairness of the transaction to its stockholders. See "Item 1. Business and Item 2. Properties --Proposed Merger with Alliance Resources Plc." Seasonality The results of operations of the Company are somewhat seasonal due to seasonal fluctuations in the price for crude oil and natural gas. Recently, crude oil prices have been generally higher in the third calendar quarter and natural gas prices have been generally higher in the first calendar quarter. Due to these seasonal fluctuations, results of operations for individual quarterly periods may not be indicative of results which may be realized on an annual basis. Inflation and Prices In recent years, inflation has not had a significant impact on the Company's operations or financial condition. The generally downward pressure on oil and gas prices during most of such periods has been accompanied by a corresponding downward pressure on costs incurred to acquire, develop and operate oil and gas properties as well as the costs of drilling and completing wells on properties. In connection with the execution of the Credit Agreement with the Bank, the company has entered into a crude oil and natural gas hedging arrangement designed to enable the Company to receive a net realized price of not less than $1.81 per MMBtu of natural gas and $16.50 per barrel of crude oil on sale of the volumes of crude oil and natural gas set forth in the Credit Agreement. Prices obtained for oil and gas production depend upon numerous factors that are beyond the control of the Company, including the extent of domestic and foreign production, imports of foreign oil, market demand, domestic and world- wide economic and political conditions, and government regulations and tax laws. Prices for both oil and gas have fluctuated significantly in 1996 and 1995. The following table sets forth the average price received by the Company for each of the last two years and the effects of the hedging arrangement described below. Oil Oil Gas Gas (excluding the (including the (excluding the (including the effects of effects of effects of effects of Year Ended hedging hedging hedging hedging July 31 transactions) transactions) transactions) transactions) - ------------- -------------- -------------- -------------- -------------- 1996 $ 15.73 $ 15.24 $ 2.03 $ 1.67 1995 $ 12.86 $ 12.86 $ 1.48 $ 1.48
The Company has entered into a master agreement to hedge the price of its oil and natural gas. The purpose of the hedging arrangement is to provide protection against price drops and to produce a measure of stability in the volatile environment of oil and natural gas spot pricing. With respect to the losses incurred by the Company as a result of this hedging arrangement, see "Capital Resources and Liquidity -- Financing Arrangements". The following table provides a summary of the Company's financial contracts. S-36
Gas - ------------------------------------------------------------ Contract Percent of Direct Floor Price Period Production Hedged (per mcf) - ------------------- ------------------ ------------ 08/01/96-07/31/97 79% $16.50 08/01/97-03/27/98 75% $16.50 Oil - ------------------------------------------------------------ Contract Percent of Direct Floor Price Period Production Hedged (per mcf) - ------------------- ----------------- ------------ 08/01/96-07/31/97 71% $ 1.81 08/01/97-03/27/98 68% $ 1.81
In addition, the Company has entered into interest rate hedging agreements designed to protect the Company against fluctuations in interest rates with respect to its indebtedness to the Bank under the Credit Agreement. Item 8. Financial Statements and Supplementary Data. Audited Financial Statements of LaTex Resources, Inc. Page ---- Independent Auditor's Report............................................ F-1 Consolidated Balance Sheets as of July 31, 1996 and 1995................ F-3 Consolidated Statements of Operations for the years ended July 31, 1996, 1995 and 1994;....................................... F-4 Consolidated Statements of Stockholders' Equity for the years ended July 31, 1996, 1995 and 1994;................................. F-5 Consolidated Statements of Cash Flows for the years ended July 31, 1996, 1995 and 1994;........................................................... F-6 Notes to Consolidated Financial Statements.............................. F-8
S-37 INDEPENDENT AUDITORS' REPORT ---------------------------- Board of Directors LaTex Resources, Inc. Tulsa, Oklahoma We have audited the accompanying consolidated balance sheets of LaTex Resources, Inc. and subsidiaries (the "Company") as of July 31, 1996 and 1995 and the related consolidated statements of operations, stockholders' equity, and cash flows for the years ended July 31, 1996, 1995, and 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at July 31, 1996 and 1995 and the results of the Company's operations and its cash flows for the years ended July 31, 1996, 1995, and 1994, in conformity with generally accepted accounting principles. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred a significant net loss for the year ended July 31, 1996 and has working capital deficiencies and consolidated tangible net worth deficiencies. As discussed in Notes 1 and 5 to the consolidated financial statements, the Company was not in compliance with certain financial covenants of its credit agreement with its primary lender at July 31, 1996. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty and do not include any adjustments to the classification of assets and liabilities that might result should the Company be unable to continue as a going concern. S-38 As discussed in Note 16, the consolidated financial statements as of and for the year ended July 31, 1995 have been restated to correct the accounting for the acquisition of Germany Oil Company. /s/ Briscoe & Burke BRISCOE & BURKE Certified Public Accountants November 6, 1996 except as to information presented in Notes 1 and 5, for which the date is November 30, 1996 Tulsa, Oklahoma S-39 LaTex RESOURCES, INC. Consolidated Balance Sheets July 31, 1996 and 1995
ASSETS 1996 1995 ------------ ------------- (Restated) Current assets: Cash $ 19,337 $ 314,229 Accounts receivable - net of allowance for doubtful accounts of $0 in 1996 and $135,000 in 1995 3,324,309 2,836,596 Accounts and notes receivable - other (Note 3) 515,820 696,688 Inventories 175,493 90,976 Other current assets 27,587 84,791 Assets held for sale 164,792 144,990 ------------ ------------ Total current assets 4,227,338 4,168,270 ------------ ------------ Property and equipment, at cost Oil and gas properties (using successful efforts method) 41,264,573 39,638,656 Exploration prospects in progress - 3,363,000 Other depreciable assets 854,259 954,415 ------------ ------------ 42,118,832 43,956,071 Accumulated depreciation and depletion 10,173,524 6,247,190 ------------ ------------ Net property and equipment 31,945,308 37,708,881 ------------ ------------ Other assets: Notes receivable, net of current portion (Note 3) 757,500 - Deposits and other assets 130,734 137,559 Accounts and notes receivable - related parties (Note 3) 392,297 590,605 Investments in and advances to affiliates (Note 3) - 3,647,480 Intangible assets, net of amortization 1,512,899 1,670,384 ------------ ------------ Total other assets 2,793,430 6,046,028 ------------ ------------ TOTAL ASSETS $ 38,966,076 $ 47,923,179 ============ ============ LIABILITIES and STOCKHOLDERS' EQUITY 1996 1995 ------------ ------------ (Restated) Current liabilities: Accounts payable $ 9,057,707 $ 4,544,406 Accounts payable - other 747,000 2,959,284 Accrued expenses payable 607,055 139,113 Current portion of long-term debt (Note 5) 22,235,867 3,644,723 ------------ ------------ Total current liabilities 32,647,629 11,287,526 ------------ ------------ Long-term debt, net of current portion (Note 5) - 20,634,809 ------------ ------------ Stockholders' equity Preferred stock - par value $10.00; 5,000,000 shares authorized: Series A convertible preferred stock, 451,095 and 442,281 issued and outstanding, respectively 4,503,351 4,415,180 Series B convertible preferred stock, 479,345 and 381,100 issued and outstanding, respectively (Note 10) 4,793,450 3,811,000 Common stock - par value $.01, 50,000,000 authorized; issued and outstanding 19,123,995 18,880,195, respectively 191,240 188,802 Additional paid-in capital 9,067,631 8,931,424 Treasury stock 1,008,500 and 958,000 shares, respectively (489,365) (399,106) Accumulated deficit (11,747,860) (946,456) ------------ ------------ Total stockholders' equity 6,318,447 16,000,844 ------------ ------------ Commitments and contingencies (Note 11) TOTAL LIABILITIES and STOCKHOLDERS' EQUITY $ 38,966,076 $ 47,923,179 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. S-40 LaTex RESOURCES, INC. Consolidated Statements of Operations Years Ended July 31, 1996, 1995, and 1994
1996 1995 1994 ------------ ----------- ----------- (Restated) Revenues: Oil and gas revenue (Note 15) $ 11,979,982 $ 8,585,453 $ 8,703,100 Crude oil and gas marketing 540,156 1,223,188 2,780,543 Lease operations and management fees 1,011,025 634,038 601,723 ------------ ----------- ----------- Total operating income 13,531,163 10,442,679 12,085,366 ------------ ----------- ----------- Operating expenses: Lease operating expense 6,608,089 5,264,858 4,840,638 Cost of crude oil and gas marketing 133,455 743,610 2,216,294 Dry hole costs and abandonments (Note 6) 3,586,037 104,179 112,772 General and administrative 2,893,146 2,736,267 2,496,567 Depreciation, depletion, and amortization 4,705,912 2,710,574 2,213,823 ------------ ----------- ----------- Total operating expense 17,926,639 11,559,488 11,880,094 ------------ ----------- ----------- Net operating income (loss) (4,395,476) (1,116,809) 205,272 Other income (expense): Equity in losses and write-offs of investments in affiliates (4,184,881) (298,839) (439,916) Gain on sale of assets 2,365,807 127,926 392,592 Interest expense (Note 15) (2,410,158) (1,291,064) (598,335) Interest income 204,307 122,540 17,046 ------------ ----------- ----------- Net loss from continuing operations before income taxes (8,420,401) (2,456,246) (423,341) Income tax expense - 35,096 - ------------ ----------- ----------- Net loss from continuing operations (8,420,401) (2,491,342) (423,341) Loss on disposal of subsidiary, net of income taxes (Note 1) (1,810,382) - - ------------ ----------- ----------- Net loss (10,230,783) (2,491,342) (423,341) Preferred stock dividends 570,621 132,800 - ------------ ----------- ----------- Net loss for common shareholders $(10,801,404) $(2,624,142) $ (423,341) ============ =========== =========== Loss per share from continuing operations $ (.50) $ (.15) $ (.02) ============ =========== =========== Loss per share for common shareholders $ (.60) $ (.15) $ (.02) ============ =========== =========== Weighted average number of shares outstanding 18,011,826 17,661,428 17,434,159 ============ =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. S-41 LaTex RESOURCES, INC. Consolidated Statements of Stockholders' Equity Years Ended July 31, 1996, 1995, and 1994
Common Stock Additional Preferred -------------------------- Paid-in Retained Stock Shares Par Value Capital Earnings ------------ ------------ ------------ ------------ ------------- Balance July 31, 1993 $ - 16,345,195 $ 163,452 $ 6,226,613 $ 2,101,027 Issued for acquisition of stock of Wexford Technology, Inc. (Note 6) - 100,000 1,000 330,350 - Issued pursuant to private placement (Note 1) - 2,000,000 20,000 1,995,843 - Issued for consulting services - 35,000 350 139,650 - Net loss - - - - (423,341) ------------ ------------ ------------ ------------ ------------ Balance July 31, 1994 - 18,480,195 184,802 8,692,456 1,677,686 Issued for debt - 150,000 1,500 96,938 - Issued for acquisition of Germany Oil Company (Note 1) 8,093,380 250,000 2,500 142,030 - Purchase of Treasury Stock - - - - - Issued for dividends 132,800 - - - (132,800) Net loss (Restated) - - - - (2,491,342) ------------ ------------ ------------ ------------ ------------ Balance July 31, 1995 (Restated) 8,226,180 18,880,195 188,802 8,931,424 (946,456) ------------ ------------ ------------ ------------ ------------ Issued for services - 100,000 1,000 77,125 - Issued for debt of affiliate - 143,800 1,438 59,082 - Issued for legal settlement (Note 11) 500,000 - - - - Purchase of Treasury Stock - - - - - Issued for dividends 570,621 - - - (570,621) Net loss - - - - (10,230,783) ------------ ------------ ------------ ------------ ------------ Balance July 31, 1996 $ 9,296,801 $ 19,123,995 $ 191,240 $ 9,067,631 $(11,747,860) ============ ============ ============ ============ ============ Total Treasury Stockholders' Stock Equity ------------- -------------- Balance July 31, 1993 $ (275,000) $ 8,216,092 Issued for acquisition of stock of Wexford Technology, Inc. (Note 6) - 331,350 Issued pursuant to private placement (Note 1) Issued for consulting services - 2,015,843 Net loss - 140,000 - (423,341) ------------ ------------ Balance July 31, 1994 (275,000) 10,279,944 Issued for debt - 98,438 Issued for acquisition of Germany Oil Company (Note 1) - 8,237,910 Purchase of Treasury Stock (124,106) (124,106) Issued for dividends - - Net loss (Restated) - (2,491,342) ------------ ------------ Balance July 31, 1995 (Restated) (399,106) 16,000,844 ------------ ------------ Issued for services - 78,125 Issued for debt of affiliate - 60,520 Issued for legal settlement (Note 11) - 500,000 Purchase of Treasury Stock (90,259) (90,259) Issued for dividends - - Net loss - (10,230,783) ------------ ------------ Balance July 31, 1996 $ (489,365) $ 6,318,447 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. S-42 LaTex RESOURCES, INC. Consolidated Statements of Cash Flows Years Ended July 31, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------ (Restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(10,230,783) $ (2,491,342) $ (423,341) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, amortization, and depletion 4,705,912 2,710,574 2,213,823 Gain on sale of assets (2,365,807) (127,926) (392,592) Equity in losses and write-offs of investments in affilates 4,184,881 298,839 439,916 Dry hole costs and abandonments 3,586,037 104,179 112,772 Interest income (150,467) (64,231) - Loss on disposal of subsidiary 1,810,382 - - Changes in assets and liabilities, net of effects from acquisition: Accounts receivable (17,248) 1,073,004 787,602 Accounts receivable - related party 198,288 (76,591) 82,208 Accrued expenses payable 467,942 (34,017) (363,271) Accounts payable 1,211,038 390,146 (1,518,425) Other assets 44,227 (170,979) (127,334) Inventories (84,517) 130,967 139,643 ------------ ------------ ------------ Net cash provided by operating activities 3,359,885 1,742,623 951,001 ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of investments - - 136,218 Proceeds from sale of property and equipment 3,984,491 357,445 736,200 Purchases of property and equipment (3,774,264) (4,815,409) (4,257,229) Reorganization cost - - (66,558) Acquisition of Germany Oil Company, net of cash acquired - (10,592,292) - Advances to unconsolidated affiliates and notes receivable (326,394) (1,575,820) (99,703) Purchases of Treasury stock (90,259) (124,106) - ------------ ------------ ------------ Net cash used for investing activities $ (206,426) $(16,750,182) $ (3,551,072) ------------ ------------ ------------
The accompanying notes are an integral part of these consolidated financial statements. S-43 LaTex RESOURCES, INC. Consolidated Statements of Cash Flows Years Ended July 31, 1996, 1995, and 1994
1996 1995 1994 ----------- ----------- ----------- (Restated) CASH FLOWS FROM FINANCING ACTIVITIES: Deferred loan costs $ (137,186) $(1,483,143) $ (15,344) Proceeds from notes payable 9,933,192 26,837,059 2,585,000 Payments on notes payable (7,244,357) (10,100,527) (3,060,000) Proceeds from notes payable - shareholder - - 490,000 Payments on notes payable - shareholder - (140,000) (350,000) Proceeds from the issuance of common stock - - 2,015,843 ----------- ----------- ----------- Net cash provided by (used for) by financing activities (3,448,351) 15,113,389 1,665,499 ----------- ----------- ----------- Net increase (decrease) in cash and cash equivalents (294,892) 105,830 (934,572) Cash and cash equivalents beginning of year 314,229 208,399 1,142,971 ----------- ----------- ----------- Cash and cash equivalents end of year $ 19,337 $ 314,229 $ 208,399 =========== =========== =========== Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 2,403,158 $ 1,307,264 $ 598,335 Income taxes 5,275 7,739 200,648 =========== =========== =========== Supplemental schedules of noncash investing and financing activities: Note receivable in exchange for property $ - $ - $ 1,342,506 Common stock issued to acquire stock of Wexford Technology, Inc. - - 331,350 Common stock issued for services 78,125 98,438 140,000 Common stock issued to acquire Germany Oil Company - 144,530 - Preferred stock issued to acquire Germany Oil Company - 8,093,380 - Preferred stock issued for legal settlement 500,000 - - Common stock issued to pay off debt of unconsolidated affiliate 60,520 - - Increase in bank borrowings and advances on notes receivable 2,300,000 - - Reduction of bank borrowings and notes receivable 1,267,500 - -
The accompanying notes are an integral part of these consolidated financial statements. S-44 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 1. ORGANIZATION, FINANCIAL CONDITION AND BUSINESS COMBINATIONS Organization - LaTex Resources, Inc. (the Company) is an oil and gas ------------ company engaged in the acquisition of and enhancements to producing oil and gas properties. The Company's principal oil and gas production operations are conducted in Oklahoma, Texas, Louisiana, Mississippi and Alabama. The Company, until the fourth quarter of fiscal 1996, was also involved in the exploration and development of oil and gas prospects located in Tunisia and Kazakhstan, C. I. S. Financial Condition - The Company's aggressive policy of oil and gas ------------------- property acquisitions, unsuccessful foreign oil and gas exploration and unsuccessful investments in their unconsolidated affiliates, along with substantial operating losses for the current and preceding two years, has resulted in a working capital deficit and non-compliance with certain loan covenants at July 31, 1996. (See Note 5) The items of non-compliance have not been waived by the lender for the year ended July 31, 1996 and the Company was operating under a "forbearance" agreement. The "forbearance period" was from July 26, 1996 to November 29, 1996. The Company is currently seeking an extension of the forbearance agreement until such time as the proposed Alliance Resources Plc merger (See Note 17) can be consummated. The Company's financial statements for the year ended July 31, 1996 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred a net loss of $10,230,783 for the year ended July 31, 1996 and as of July 31, 1996 has an accumulated deficit of $11,747,860 and a deficit working capital of $10,564,424. The Company expects to incur substantial expenditures to develop its undeveloped reserves and acquire additional producing oil and gas properties, however, without raising additional capital the Company will be unable to achieve its business objective or reduce its working capital deficit. Management plans for raising additional capital include consideration of alliances or other partnership arrangements or potential merger opportunities. The Company has retained investment banking counsel to advise it on the possible sale of equity securities as well as to introduce and assist in the evaluation of potential merger and partnering opportunities. Management expects that these efforts will result in the introduction of other parties with interests and resources which may be compatible with that of the Company. See Note 17 regarding proposed transaction with Alliance Resources Plc. No assurances can be given that the Company will be successful in raising additional capital or consummating a business alliance. Further, there can be no assurance assuming the Company successfully raises additional funds or enters into a business alliance, that the Company will achieve profitability or positive cash flow. S-45 LaTex RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 1. ORGANIZATION, FINANCIAL CONDITION AND BUSINESS COMBINATIONS (continued) Disposition of Panda Resources, Inc. and Its Wholly Owned Subsidiary -------------------------------------------------------------------- Richfield Natural Gas, Inc., July 1993 -------------------------------------- In July 1993 the Company sold its wholly owned subsidiary, Panda Resources, Inc., and Panda's wholly owned subsidiary, Richfield Natural Gas, Inc. Final post closing adjustments were in dispute until December 1995 when a settlement agreement by the various parties resulted in a judgment against LaTex Resources, Inc. in the amount of $1,810,382. This amount is reflected in the 1996 consolidated financial statement as a loss on disposal of discontinued subsidiaries. Proceeds from Private Placement ------------------------------- On January 26, 1994, pursuant to a private placement, the Company issued 2,000,000 newly issued shares of common stock. Proceeds from this offering were as follows: Gross proceeds $ 2,200,061 Less: Commissions 165,000 Legal fees 10,000 Other expenses 9,218 ------------ Net proceeds $ 2,015,843 ============
Acquisition of Germany Oil Company ---------------------------------- Effective March 31, 1995 through a series of transactions, the Company acquired all of the issued and outstanding stock of Germany Oil Company ("Germany") in exchange for 250,000 and 11,800 of the Company's common and Series A Convertible Preferred Stock, respectively. The ratio of the number of shares received by the stockholders of Germany was determined through arms length negotiations between the Chairman of the Board and President of the Company and the President of Germany. The Company also issued 370,000 shares of the Series B Convertible Preferred Stock and $8,900,000 in cash to retire a volumetric production payment and acquire all of the related contract rights mortgages, vendor liens and security interests. In addition, the Company paid $1,742,294 in cash, issued 482,201 shares of its Series A Convertible Preferred Stock and $87,998 in notes payable to acquire and retire certain indebtedness of Germany. The transaction was accounted for as a purchase. The fair value of assets and liabilities of Germany at date of acquisition follows: Current assets $ 773,088 Current liabilities (4,309,479) Oil and gas properties 22,504,593 ------------- $ 18,968,202 =============
S-46 LaTex RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 2. SUMMARY OF ACCOUNTING POLICIES A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements is as follows. Principles of Consolidation --------------------------- The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts have been eliminated in consolidation. Inventories ----------- Included in inventories at July 31, 1996 and 1995 are crude oil inventories at market value of $175,493 and $90,976, respectively. Accounting Estimates -------------------- The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Financial Instruments --------------------- The fair value of current assets and current liabilities are assumed to be equal to their reported carrying amounts due to the short maturities of these financial instruments. Due to the Company's financial position, it is not practicable to estimate the fair value of the Company's long-term debt; additional information pertinent to its value is provided in Note 5 to the consolidated financial statements. The Company is required, by agreement with its primary lender (Bank of America), to participate in various hedging programs, executed by Bank of America, to protect against fluctuations in oil gas prices and interest rates. See Note 15 for discussion of the fair market value of these contracts. The carrying value of all other financial instruments approximates fair value. S-47 LaTex RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 2. SUMMARY OF ACCOUNTING POLICIES (continued) Concentrations of Credit Risk ----------------------------- Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments and accounts receivable. The Company places its cash investments with high quality financial institutions and limits the amount of exposure to any one institution. In the case of default of any one financial institution, no cash investments exist that are not covered by the FDIC. The Company's revenues are derived principally from uncollateralized sales to customers in the oil and gas industry. The concentration of credit risk in a single industry affects the Company's overall exposure to credit risk because customers may be similarly affected by changes in economic and other conditions. The Company has not experienced significant credit losses on such receivables. The Company performs periodic evaluations of its customers' financial condition and generally does not require collateral. Revenue Recognition ------------------- The Company recognizes oil and gas production and gas marketing revenue in the month of sale. Uncollected revenue is accrued based on known facts and trends of the relevant oil and gas properties on a monthly basis. Property, Equipment, Depreciation and Depletion ----------------------------------------------- The Company uses the successful efforts method to account for costs in the acquisition and exploration of oil and natural gas reserves. Costs to acquire mineral interests in proved reserves, and to drill and equip development wells are capitalized. Geological and geophysical costs and costs to drill exploratory wells which do not find proved reserves are expensed. Undeveloped oil and gas properties which are individually significant are periodically assessed for impairment of value and a loss is recognized at the time of impairment by providing an impairment allowance. The remaining unproved oil and gas properties are aggregated and an overall impairment allowance is provided based on Company experience. Depletion and depreciation are calculated on the units of production method based upon current estimates of oil and gas reserves provided by management. Non oil and gas property and equipment are stated at cost. Depreciation is computed by the straight-line method over the estimated useful lives of non oil and gas assets. Expenditures which significantly increase values or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to expenses as incurred. Upon sale or retirement of property and equipment, the cost and related accumulated depreciation and depletion are eliminated from the respective accounts and the resulting gain or loss is included in current earnings. Intangible Assets ----------------- Intangible assets consist primarily of debt issuance costs. Debt issuance costs are amortized over the term of the related debt. S-48 LaTex RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 2. SUMMARY OF ACCOUNTING POLICIES (continued) Income Taxes ------------ Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Gas Balancing ------------- The Company follows the sales method of accounting for gas imbalances. A liability is recorded only if the Company's excess takes of natural gas volumes exceed its estimated remaining recoverable reserves. No receivables are recorded for those wells when the Company has taken less than its ownership share of gas production. Earnings Per Common Share ------------------------- Earnings per common share is computed based upon the weighted average common shares outstanding. Outstanding stock options and warrants of LaTex Resources are excluded from the weighted average shares outstanding since their effect on the earnings per share calculation is immaterial or antidilutive. FASB Accounting Standards ------------------------- The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 119 (SFAS 119), Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments. This Statement generally requires disclosures about amounts, nature, and terms of derivative financial instruments. The Company has adopted SFAS 119 for the fiscal year ended July 31, 1996. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 121 (SFAS 121), Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. This Statement requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. This Statement is effective for financial statements for fiscal years beginning after December 15, 1995. The Company intends to adopt SFAS 121 for the fiscal year ending July 31, 1997. The Company expects the adoption of SFAS 121 will not have a material effect on its financial statements. S-49 LaTex RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 2. SUMMARY OF ACCOUNTING POLICIES (continued) The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock-Based Compensation. This Statement establishes financial accounting and reporting standards for stock-based employee compensation plans. This Statement defines a fair value based method of accounting for an employee stock option or similar equity instrument plan. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This Statement is effective for transactions entered into in fiscal years that begin after December 15, 1995. The Company intends to adopt the disclosure requirements of SFAS 123 for the fiscal year ending July 31, 1997. Reclassification ---------------- Certain amounts in the 1995 and 1994 consolidated financial statements have been reclassified to conform with the 1996 presentation. 3. ACCOUNTS AND NOTES RECEIVABLE AND INVESTMENTS IN AND ADVANCES TO AFFILIATES
Accounts and Notes Receivable - Related Parties ----------------------------------------------- 1996 1995 ----------- ---------- (Restated) Accounts receivable - officers, directors and employees $ 100,481 $ 354,261 Note receivable - officers, directors, shareholders and employees (See Note 12) 291,816 236,344 ---------- ---------- Total $ 392,297 $ 590,605 ========== ========== Accounts and Notes Receivable - Other ------------------------------------- 1996 1995 ---------- ---------- (Restated) Oakland Petroleum Operating Company, Inc. $1,267,500 $ - Panda Resources, Inc. - 584,172 Other accounts receivable from third parties 5,820 112,516 ---------- ---------- Less current maturities 515,820 696,688 ---------- ---------- Total $ 757,500 $ - ========== ==========
S-50 LaTex RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 3. ACCOUNTS AND NOTES RECEIVABLE AND INVESTMENTS IN AND ADVANCES TO AFFILIATES The non-interest bearing note receivable from Oakland Petroleum Operating, Inc. (Oakland) represents the balance due to the Company for a loan entered into with the Company's primary lender for a joint purchase of property. The original amount was approximately $2,300,000 of which $1,267,500 was still outstanding at July 31, 1996. The note receivable is offset by a comparable amount included in the Company's long-term debt. Oakland pays all principal and interest payments directly to the Company's primary lender. Investments in and Advances to Affiliates ----------------------------------------- Investments in and advances to affiliates includes the following:
1996 1995 ----------- ----------- (Restated) Wexford Technology, Inc. $ - $ 1,987,898 Imperial Petroleum, Inc. - 1,640,609 Others - 18,973 ----------- ----------- Total $ - $ 3,647,480 =========== ===========
See Note 6 - WRITE OFFS. 4. INCOME TAXES The provisions for income taxes are as follows:
1996 1995 1994 -------- -------- -------- (Restated) (in thousands) Current: State $ - $ 35 $ - ======== ======== ========
S-51 LATEX RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 4. INCOME TAXES (continued) Income taxes differed from the amounts computed by applying the U.S. federal tax rate of 34% as a result of the following:
1996 1995 1994 --------- ---------- --------- (Restated) (in thousands) Computed "expected" tax benefit $(3,478) $ (835) $ (144) State income taxes net of federal benefit (1) 12 - Increase in valuation allowance for deferred tax assets 3,844 294 93 Equity in net losses of affiliates - 102 72 Excess statutory depletion (152) 237 3 Other (213) 225 (24) ------- -------- --------- Actual income tax expense $ - $ 35 $ - ======== ======== ========
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:
1996 1995 1994 -------- ---------- -------- (Restated) (in thousands) Deferred tax liabilities: Property, plant and equipment $ 1,574 $1,390 $ 401 ------- ------ ------- Total deferred tax liabilities 1,574 1,390 401 ------- ------ ------- Deferred tax assets: Net operating losses 4,300 1,521 350 Investment write-downs 917 - - Percentage depletion carryforward 392 240 133 Accrued expenses not deductible until paid 180 - - Other 5 5 - ------- ------ ------- Total deferred tax assets 5,794 1,766 483 ------- ------ ------- Valuation allowance (4,220) (376) (82) ------- ------ ------- Net deferred tax assets 1,574 1,390 401 ------- ------ ------- Net deferred tax asset (liability) $ - $ - $ - ======= ======= =======
S-52 LaTex RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 4. INCOME TAXES (continued) A valuation allowance is required when it is more likely than not that all or a portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon future profitability. Accordingly, a valuation allowance has been established to reduce the deferred tax assets to a level which, more likely than not, will be realized. The Company has net operating loss (NOL) carryforward to offset its earnings of approximately $11,390,000. Additionally, approximately $10,490,000 of NOL carryforwards are available to offset the future separate company earnings of Germany. If not previously utilized, the net operating losses will expire in varying amounts from 2006 to 2011. 5. NOTES PAYABLE
1996 1995 ------------ ------------ (Restated) Bank note (A) $ 22,206,707 $ 24,210,000 Other 29,160 69,532 ------------ ------------ Total 22,235,867 24,279,532 Less - current maturities 22,235,867 3,644,723 ------------ ------------ Long-term debt, net $ - $ 20,634,809 ============ ============
(A) Note payable dated April 18, 1995, for $23,000,000 with option of an additional $2,000,000 for six months for approved workovers, recompletions and development drilling of specified reserves. Principal due monthly of $365,000 including Oakland Petroleum Co. payment of $42,500 monthly. Interest due monthly at the higher of a Base Rate (the higher of the Bank of America Reference Rate and the Federal Fund Rate plus .5% per annum) plus 1% per annum and the London Interbank Offered Rate plus 2%. The current rate at July 31, 1996 was 7.469%. Matures March 30, 2000. Amounts outstanding are secured by mortgages which cover certain of the Company's oil and gas properties. The Company's existing debt agreements contain certain covenants, including maintaining a positive current ratio of 1.0, excluding current portion of long-term debt, maintaining a minimum tangible net worth of $10,000,000, maintaining a minimum cash or cash equivalents balance of $500,000, maintaining working capital of at least $500,000, the negative covenant related to permitted investments, and the covenant relating to default on other indebtedness in excess of $50,000. S-53 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 5. NOTES PAYABLE (continued) The Company was not in compliance with the current ratio, cash equivalent, minimum tangible net worth, and working capital covenants at July 31, 1995. The items of non-compliance were subsequently waived by the lender for the year ended July 31, 1995 and through January 31, 1996. The Company was not in compliance with the above noted covenants at July 31, 1996 and was operating under a "forbearance" agreement discussed in Note 1 to the financial statements. The "forbearance" agreement expired on November 29, 1996 and the bank has not extended the agreement. The debt agreement contains various acceleration provisions of the due date in the event of non-compliance. Accordingly, the entire unpaid balance has been classified as a current liability at July 31, 1996. 6. WRITE OFFS Investments ----------- During the fourth quarter of fiscal 1996, the Company wrote off its investments in Wexford Technology, Incorporated (Wexford) and Imperial Petroleum, Inc. (Imperial). The Company has not been able to obtain reliable current financial information, accordingly, summarized financial information is not presented. The Company acquired 32.3% of Wexford through a series of transactions culminating in May 1994. During the fourth quarter fiscal 1996, the Company recorded a charge to earnings of $2,372,752 to write off its investment. Wexford is presently in default on its bridge debt and has received numerous written demands for payment and correspondence threatening litigation. Included in the write off was $1,462,765 in notes receivable. The Company owns 12% of the common stock of Imperial and certain officers, directors and employees of the Company own 28.8%. During the fourth quarter of fiscal 1996, the Company recorded a charge to earnings of $1,797,378 to write off this investment. Imperial is currently in default on its bank debt. Included in the write off of the Company's investment was $722,603 in notes receivable. Wexford and Imperial are both development stage enterprises that are seeking capital infusion to complete their facilities and achieve commercial operations. Neither Wexford nor Imperial have been able to raise additional debt or equity capital. Further, there can be no assurance, assuming Wexford and Imperial successfully raise additional funds or enter into a business alliance, that they will achieve commercial operations or positive cash flow. Exploration Prospects --------------------- During the fourth quarter of fiscal year 1996, the Company recorded a charge to earnings of $955,496 to write off costs incurred in connection with a venture in Kazakhstan C.I.S. Subsequent to July 31, 1996, the Company received written notice that the Company may be in breach of its agreements related to the venture. The Company believes it is in substantial compliance with the operating agreement governing the project. In addition, the Company has been notified that Uzenmunaigaz, the regional production association for the Middle Caspian Basin, may seek to further alter the terms of a contract in a manner which the Company believes would be detrimental to the project's viability. S-54 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 6. WRITE OFFS (continued) During fiscal 1993 the Company, through a subsidiary, acquired an interest in a permit granted by the Republic of Tunisia for the exploration and production of oil and gas from a 4,936 square kilometer (1,220,000 acres) area located in north-central Tunisia. Initial seismic acquisition activities began in 1994. The first exploratory well was spudded in fiscal 1995. This well was drilled and temporarily abandoned prior to reaching the objective depth. In fiscal 1996, the operator of the project, in response to a request from the Tunisian government, permanently plugged the well and restored the well site. The Company has insufficient capital to continue the project and, due to the limited time remaining on the exploration permit, decided to abandon the project and write off its investment. 7. SAVINGS AND PROFIT SHARING PLAN The Company maintains an employee savings and profit sharing plan (the Plan) which covers substantially all of its employees. The Plan is comprised of a 401(k) savings portion and a noncontributory defined contribution portion. Employees are qualified to participate after approximately one year of service. Participation in the 401(k) plan is voluntary, and the Company matches contributions up to four percent of the employees' salary at a rate of 33 1/3 percent of the employee's contribution. Employees are allowed to contribute the maximum amount allowed by the Internal Revenue Code each year, subject to nondiscrimination rules. The noncontributory defined contribution portion of the Plan allows the Company to share annual profits with employees. Annual payments to the Plan are elective. Management elected to make no contributions to the Plan for 1996, 1995, or 1994. The Company is under no obligation to make contributions to the Plan in the future. 8. STOCK OPTIONS Stock Option Plan ----------------- The 1993 Incentive Stock Plan (the "Plan") was effective December 8, 1993. The Plan is administered by a Compensation Committee consisting of not less than three members of the Board of Directors and a special committee appointed by the Board of Directors, as necessary. The aggregate number of shares of the Company's Common Stock issuable under the Plan is 2,000,000. Such stock will be made available from the Company's authorized but unissued Common Stock or from Stock held as Treasury Stock. S-55 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 8. STOCK OPTIONS (continued) Options and Appreciation Rights ------------------------------- This Plan authorizes the Committee to grant to key employees options to purchase the Company's Common Stock which may be in the form of incentive stock options ("ISO's"), or in the form of non-statutory options ("Non- Statutory Options"). The term of each option shall be for such period as the Committee determines but no longer than ten years from the date of grant or five years to an individual who is a 10% stockholder of the Company. The aggregate fair market value exercisable by an individual optionee during any calendar year under all stock option plans of the Company may not exceed $100,000. The exercise price per share for the Common Stock covered by any Options shall be determined by the Committee and, provided that in the case of an ISO and the per share exercise price shall be not less than the fair market value (or in the case of an ISO granted to an individual who at the time is a 10% Stockholder, 110% of the fair market value) of one share of Common Stock. Options to purchase 1,690,000 shares of common stock were granted under the Plan. (See Note 17) Restricted Stock Awards ----------------------- The Plan authorizes the Committee to grant restricted Common Stock ("Restricted Stock") to key employees. The Committee may designate a restriction period with respect to such shares of not less than one year but not more than five years (the "Restriction Period") during which an employee will not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded to him, provided that within such limitations, the Committee may provide for the lapse of such restrictions installments where deemed appropriate. Upon termination of employment during the Restriction Period for any reason, all shares of Restricted Stock with respect to which restrictions have not yet expired will be forfeited by the employee and returned to the Company. The Plan also authorizes the Committee to award tax gross-up rights which entitle the grantee to cash payments from the Company at such time as income and/or excise tax liabilities arise with respect to grants under the Plan. Tax gross-up rights may be granted coincident with or after the date of grant of the related Option or Restricted Stock awards. No restricted shares have been issued at July 31, 1996. (See Note 17) 9. WARRANTS As of July 31, 1996, the Company, in connection with the sale of previously unissued common stock, has 2,700,000 Warrants outstanding. The sale included 2,587,500 of the Warrants which were detachable from the Stock/Warrant Units upon issuance and trade separately from the Units and Common Stock. Unless exercised, the 2,587,500 Warrants automatically expire on November 19, 1997. Pursuant to the terms of the Warrants, the Board of Directors of the Company may reduce the exercise price, $4.25, of the Warrants and may also extend the period during which the Warrants may be exercised. The Warrants may be redeemed by the Company at a price of $0.01 per Warrant with 30 days prior written notice by the Company. S-56 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 9. WARRANTS (continued) In addition, the Company issued Warrants to the underwriter of the offering for $.01 per Warrant (underwriter Warrants) to purchase up to 112,500 units for $4.44 per unit. These Warrants are exercisable, in part or whole, until November 16, 1997. The Company also has agreed to register, at its sole cost and expense, all or a portion of the underwriter Warrants and/or the shares issuable, upon the exercise of the Warrants during the period November 10, 1993 to November 16, 1997. The Company has also issued 1,516,000 private Warrants, exercisable at a price ranging from $.75 to $3.25 at a ratio of 1 to 1. These Warrants expire at various dates from January 26, 1997 to October 31, 2001. 10. PREFERRED STOCK The Board of Directors has the authority to issue 5,000,000 shares of Preferred Stock, in one or more series, and to fix the rights, preferences, qualifications, privileges, limitations or restrictions of each such series without any further vote or action by the shareholders, including the dividend rights, dividend rate, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences and the number of shares constituting any series or the designations of such series. The Company's Series A Convertible Preferred Stock (i) pays annual dividends at the rate of $0.20 per share payable quarterly in cash (or, if payment of cash dividends is prohibited by the Company's senior lender, payable in additional shares of Series A Convertible Preferred Stock), (ii) has no voting rights except as otherwise required under Delaware law, (iii) has a liquidation preference over shares of the Company's common stock of $10.00 per share plus accrued and unpaid dividends, (iv) is redeemable at the option of the Company at a redemption price of $10.00 per share plus accrued and unpaid dividends, (v) is convertible by the holder into shares of the Company's common stock at a conversion price of $3.33 per share, and (vi) has piggyback registration rights in the event the Company seeks to make a registered public offering of its common stock. There are 451,097 and 442,281 shares of Series A Convertible Preferred Stock outstanding at July 31, 1996 and 1995, respectively. The Series B Convertible Preferred Stock (i) pays annual dividends at the rate of $1.20 per share payable quarterly in cash (or, if payment of cash dividends is prohibited by the Company's senior lender, payable in additional shares of Series B Convertible Preferred Stock), (ii) has no voting rights except as otherwise required under Delaware law, (iii) has a liquidation preference over shares of the Company's Series A Convertible Preferred Stock and the Company's common stock of $10.00 per share plus accrued and unpaid dividends, (iv) is redeemable at the option of the Company at a redemption price of $10.00 per share plus accrued and unpaid dividends, and (v) is convertible by the holder into shares of the Company's common stock at an initial conversion price of $1.50 per share, subject to adjustment from time to time to prevent dilution. By separate agreement, the Company has granted certain demand registration rights and piggyback registration rights in the event the Company seeks to make a registered public offering of its common stock. There are 479,345 and 381,100 shares of Series B Convertible Preferred Stock outstanding at July 31, 1996 and 1995, respectively. S-57 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 11. LITIGATION, COMMITMENTS AND CONTINGENCIES Litigation - In connection with the Company's sale of its subsidiaries, ---------- Panda Resources, Inc. and Richfield Natural Gas, Inc. in 1993, the Company became a party in three different lawsuits. On December 7, 1995, the Company entered into a Settlement Agreement (the "Settlement") to settle all matters related to the sale and the related litigation. Pursuant to the Settlement, the Company agreed to pay to the plaintiffs (a) $20,000 on December 7, 1995, and an additional $30,000 over the course of 90 days following execution of the Settlement, and (b) to pay $50,000 within one year of the Settlement, an additional $50,000 within two years of the Settlement, and an additional $150,000 within three years of the Settlement, together with interest in the amount of $36,000. To secure its obligation under the Settlement, the Company stipulated in an agreed judgment that it would be liable in the amount of $1,000,000 (less any amounts paid pursuant to the Settlement) upon the Company's default of its obligations under the Settlement. In addition, the Company agreed to assume and indemnify the plaintiffs against all obligations and amounts owed under a May 2, 1989 agreement between Panda and Northern Natural Gas Company relating to the transportation of natural gas through a facility located in Dewey County, Oklahoma. Pursuant to this indemnification, the Company has been asked to indemnify one of the plaintiffs with respect to claims brought against it by Northern in a lawsuit filed March 7, 1996, as more fully discussed below. March 7, 1996, Northern Natural Gas Company ("Northern") filed a lawsuit against Torch Energy Advisors, Inc. ("Torch") for alleged breach of a May 2, 1989 agreement (the "Dewey County Contract") between Torch, Panda Resources, Inc. ("Panda"), and Northern relating to the transportation of natural gas through a facility located in Dewey County, Oklahoma. The Company has assumed the defense of this matter pursuant to the indemnification agreement entered into as part of the December 7, 1995, settlement among Torch, Panda and the Company discussed above. Northern contends that Panda failed to transport the required volumes and that the deficiency resulted in a requirement that Panda pay a total of $973,000, representing the percentage of the costs of constructing the facilities calculated under the contract formula. Northern sued Torch under a written guaranty agreement and has claimed, in addition, that Torch denuded the assets of Panda and is therefore liable for the debts of Panda. The Company maintains that, if litigation is unsuccessful to the Company, Northern would only be entitled to the amount of the contractually required volumes. On November 17, 1994, Associated Storage Corporation ("Associated") filed a lawsuit against the Company alleging that the Company had breached a July 21, 1993 agreement between Associated and the Company, pursuant to which Panda Resources, Inc., and Panda's wholly-owned subsidiary, Richfield Natural Gas, Inc. Associated seeks actual damages in the amount of $150,000, prejudgment interest, court costs, and attorneys' fees. Associated has filed a motion for summary adjuration which was denied by the court. The Company has asked Associated to submit to mediation. S-58 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 11. LITIGATION, COMMITMENTS AND CONTINGENCIES (continued) On October 7, 1994, Northern Natural Gas Company ("Northern") filed a lawsuit against the Company alleging that the Company had breached two Firm Transportation Service Agreements dated December 1, 1990, between Northern and Panda, a former wholly-owned subsidiary of the Company. On June 6, 1996, Northern and the Company entered into a Settlement Agreement pursuant to which (a) the Company issued to Northern 50,000 shares of the Company's Series B Senior Convertible Preferred Stock which are convertible (subject to adjustment) into 333,333 shares of the Company's common stock, and (b) the Company agreed to pay Northern $465,000 in installments of $50,000 by June 21, 1996, $150,000 by May 1, 1997, $125,000 by May 1, 1998, and $140,000 by May 1, 1999. An agreed judgment was entered in the case, but Northern has agreed not to seek to enforce the judgment unless the Company defaults in its payment obligations. Once the required payments have been made, Northern has agreed to execute a release of the judgment. These amounts have been reflected in the Company's consolidated financial statements at July 31, 1996. Germany Oil Company is a named defendant in three wrongful death actions involving an accident which occurred at a heater-treatment unit on the Blowhorn Creek Millerella Oil Unit lease in Lamar County, Alabama. Each plaintiff seeks damages in the amount of $25 million. The three matters are in the initial stages of discovery and have been referred to Germany Oil Company's insurance carrier. Germany has an approximate 10% ownership interest of the property. Management believes that liability insurance coverage is adequate to cover any potential loss. Contingencies - In addition to the foregoing litigation, the Company is a ------------- named defendant in lawsuits, is a party in governmental proceedings, and is subject to claims of third parties from time to time arising in the ordinary course of business. While the outcome of lawsuits or other proceedings and claims against the Company cannot be predicted with certainty, management does not expect these additional matters to have a material adverse effect on the financial position of the Company. Commitments ----------- The Company leases office space and certain property and equipment under various lease agreements. As of July 31, 1996, future lease commitments were approximately as follows: Year Ending July 31, ----------- 1997 $ 168,000 1998 142,000 ------------ Total minimum payments $ 310,000 ============ S-59 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 12. RELATED PARTY TRANSACTIONS In regard to the modification and cancellation of the non-compete agreements with the two previous majority shareholders of Panda, Mr. Jeffrey T. Wilson assumed the notes receivable due the Company by the two former shareholders in the amount of $339,650 plus accrued interest. The Board has voted to forgive $380,624, representing the total notes and accrued interest, due from Mr. Wilson. The Company from time to time, has made loans to certain officers, directors and stockholders. The loans are evidenced by demand notes payable due on or before December 31, 1996, bearing interest of various rates. 13. BUSINESS SEGMENTS The Company's operations involve oil and gas exploration, production and lease operations. Additionally, crude oil and crude oil by-products are marketed through a wholly owned subsidiary. Intersegment sales are made at prices prevailing in the industry at the time of sale. The following table sets forth information with respect to the industry segments of the Company.
1996 1995 1994 ---------- --------- --------- (Restated) (in thousands) Revenues: Oil and gas production and lease operations $12,991 $ 9,220 $ 9,305 Marketing 540 1,223 2,780 ------- ------- ------- 13,531 10,443 12,085 Intersegment 3,658 3,023 2,884 ------- ------- ------- Total revenues $17,189 $13,466 $14,969 ======= ======= ======= Operating income (loss): Oil and gas production and lease operations $(4,477) $(1,440) $ (187) Marketing 78 231 317 Other 4 93 75 ------- ------- ------- Net operating income (loss) $(4,395) $(1,116) $ 205 ======= ======= =======
The Company sold 16% of its consolidated oil and gas revenue to Enron Reserve Acquisition Corporation for the year ended July 31, 1996. The Company had no other purchasers in excess of 10% of consolidated oil and gas revenue. S-60 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 13. BUSINESS SEGMENTS (continued)
1996 1995 1994 -------- -------- -------- (Restated) (In thousands) Identifiable assets: Oil and gas production $31,830 $37,371 $12,677 Marketing 429 606 620 Other 6,707 9,946 7,962 ------- ------- ------- $38,966 $47,923 $21,259 ======= ======= ======= Depreciation, depletion, and amortization: Oil and gas production $ 4,210 $ 2,403 $ 1,984 Marketing 3 5 7 Other 493 303 223 ------- ------- ------- $ 4,706 $ 2,711 $ 2,214 ======= ======= ======= Capital expenditures: Oil and gas production $ 3,759 $ 4,759 $ 4,205 Marketing - - - Other 15 56 52 ------- ------- ------- $ 3,774 $ 4,815 $ 4,257 ======= ======= =======
14. SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES Results of Operations from Oil and Gas Producing Activities ----------------------------------------------------------- The following sets forth certain information with respect to the Company's results of operations from oil and gas producing activities for the years ended July 31, 1996, 1995 and 1994. All of the Company's oil and gas producing activities are located within the United States. The dry hole costs include $2,491,299 related to the Tunisia project. S-61 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 14. SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (continued)
1996 1995 1994 ---------- ---------- ---------- (Restated) (In thousands) Revenues $ 11,980 $ 8,585 $ 8,703 Production costs 5,737 4,693 4,312 Gross production taxes 871 572 529 Dry hole costs and abandonments 3,586 104 113 Depreciation and depletion 4,210 2,403 1,984 ---------- ---------- ---------- Results of operations before income taxes (2,424) 813 1,765 Income tax expense - - 671 ---------- ---------- ---------- Results of operations (excluding corporate overhead and interest costs) $ (2,424) $ 813 $ 1,094 ========== ========== ==========
Capitalized Costs and Costs Incurred Relating to Oil and Gas Producing Activities ---------------------------------------------------------------------------------
1996 1995 1994 ---------- ---------- ---------- (Restated) (In thousands) Proven properties $ 40,316 $ 38,690 $ 16,208 Unproven properties 949 4,312 - ---------- ---------- ---------- Total capitalized costs 41,265 43,002 16,208 Less - accumulated depreciation and depletion 9,435 5,631 3,555 ---------- ---------- ---------- Net capitalized costs $ 31,830 $ 37,371 $ 12,653 ========== ========== ========== Costs incurred during the year: Property acquisition costs $ - $ - $ - Exploration costs 2,631 104 113 Development costs 1,480 763 787 Purchase of minerals in place 2,800 22,613 1,740
S-62 LaTex RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 14. SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (continued) Estimated Quantities of Proved Oil and Gas Reserves (Unaudited) --------------------------------------------------------------- The estimates of proved oil and gas reserves utilized in the preparation of the consolidated financial statements were prepared by independent petroleum engineers at July 31, 1996. Such estimates are in accordance with guidelines established by the Securities and Exchange Commission and the Financial Accounting Standards Board, which require that reserve reports be prepared under existing economic and operating conditions with no provision for price and cost escalations except by contractual arrangements. The Company's reserves are located onshore in the United States. The Company emphasizes that reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. In addition, a portion of the Company's proved reserves are undeveloped, which increases the imprecision inherent in estimating reserves which may ultimately be produced. Proved reserves are estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those which are expected to be recovered through existing wells with existing equipment and operating methods. The following is an analysis of the Company's proved oil and gas reserves.
Oil (MBbls) Gas (MMcf) ----------- ---------- Proved reserves at July 31, 1993 2,455.3 9,391 Revisions of previous estimates 423.3 346 Extensions, discoveries and other additions 2,075.9 2,215 Production (335.3) (2,107) Purchases of reserves-in-place 112.4 1,924 Sales of reserves-in-place (211.7) (836) ----------- ---------- Proved reserves at July 31, 1994 4,519.9 10,933 Revisions of previous estimates (1,686.8) (1,793) Extensions, discoveries and other additions - - Production (359.0) (2,612) Purchases of reserves-in-place 1,562.3 21,202 Sales of reserves-in-place - - ----------- ---------- Proved reserves at July 31, 1995 (Restated) 4,036.4 27,730
S-63 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 14. SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (continued)
Oil (MBbls) Gas (MMcf) ----------- ---------- Revisions of previous estimates 2,566.8 3,888 Extensions, discoveries and other additions - - Production (405.0) (3,481) Purchases of reserves-in-place 248.7 2,190 Sales of reserves-in-place (93.9) (2,155) ----------- ---------- Proved reserves at July 31, 1996 6,353.0 28,172 =========== ========== Oil (MBbls) Gas (MMcf) ----------- ---------- Proved developed reserves at July 31, 1993 2,217.0 8,858 July 31, 1994 3,843.0 9,495 July 31, 1995 (Restated) 4,036.4 27,730 July 31, 1996 4,952.9 27,757
Subsequent to year end, the Company has entered into letters of intent with two parties to sell oil and gas properties for approximately $1,500,000. The Company chose not to include those properties in its reserve appraisal at July 31, 1996. Standardized Measure of Discounted Future Net Cash Flows Relating to Proved --------------------------------------------------------------------------- Oil and Gas Reserves (Unaudited) -------------------------------- The "Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves" (Standardized Measure) is a disclosure requirement under SFAS No. 69. The Standardized Measure does not purport to present the fair market value of proved oil and gas reserves. This would require consideration of expected future economic and operating conditions, which are not taken into account in calculating the Standardized Measure. Under the Standardized Measure, future cash inflows were estimated by applying year-end prices, adjusted for fixed and determinable escalations, to the estimated future production of year-end proved reserves. Future cash inflows were reduced by the estimated future production and development costs based on year-end costs to determine pre-tax cash inflows. Future income taxes were computed by applying the statutory tax rate to the excess of pre-tax cash inflows over the Company's tax basis in the associated proved oil and gas properties. Tax credits and permanent differences were also considered in the future income tax calculation. Future net cash inflows after income taxes were discounted using a 10% annual discount rate to arrive at the Standardized Measure. S-64 LaTex RESOURCES, INC. Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 14. SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (continued)
Year Ended ------------------------------------------- July 31, 1994 July 31, 1995 July 31, 1996 ------------- ------------- ------------- (Restated) (In thousands) Future cash inflows $ 87,093 $ 99,585 $ 181,566 Future costs - future production and development costs 49,490 43,794 79,763 ------------- ------------- ------------- Future net cash inflows before income tax expense 37,603 55,791 101,803 Future income tax expense 9,151 8,705 25,486 ------------- ------------- ------------- Future net cash flows 28,452 47,086 76,317 10% annual discount for estimated timing of cash flows 14,175 22,130 35,869 ------------- ------------- ------------- Standardarized Measure of discounted future net cash flows $ 14,277 $ 24,956 $ 40,448 ============= ============= =============
Changes in Standardized Measure of Discounted Future Net Cash Flows ------------------------------------------------------------------- Relating to Proved Oil and Gas Reserves (Unaudited) --------------------------------------------------- The following is an analysis of the changes in the Standardized Measure during the periods presented:
Year Ended ------------------------------------------- July 31, 1994 July 31, 1995 July 31, 1996 ------------- ------------- ------------- (Restated) (In thousands) Standardized Measure - beginning of year $ 9,993 $ 14,277 $ 24,956 Increases (Decreases) Sales, net of production costs (3,799) (3,800) (5,779) Net change in sales prices, net of production costs 2,600 (9,108) 20,712 Discoveries and extensions, net of related future development production costs 4,762 - - Changes in estimated future development costs (1,521) 1,182 (2,889) Revisions of previous quantity estimates 225 (4,260) 11,260 Accretion of discount - 1,428 2,181 Net change in income taxes - 236 (8,944) Purchases of reserves-in-place 2,459 20,700 2,093 Sales of reserves-in-place (974) - (3,142) Timing of production of reserves and other 532 4,301 - ------------- ------------- ------------- Standardized Measure - end of year $ 14,277 $ 24,956 $ 40,448 ============= ============= =============
S-65 Note to Consolidated Financial Statements July 31, 1996, 1995, and 1994 15. HEDGING Oil and Gas - The Company is required, by agreement with its primary lender ----------- (Bank of America), to participate in a price protection program, executed by Bank of America, for a majority of its gas sales for a 36 month period until March 31, 1998. Oil is hedged at a floor of $16.50/Bbl and a ceiling of $19.82/Bbl based on projected monthly production. Gas is hedged at $1.806/MMBtu based on projected monthly production. The production rates were calculated by Bank of America from reserve report data and are fixed by Bank of America. The monthly hedge amount is calculated by Bank of America from published market rates. The current hedging agreement does not allow for full benefit from prices above the ceiling amount. The hedging gains or losses for the years ended July 31, 1996 and 1995 are as follows:
1996 1995 ---------- ---------- (Restated) Oil $ (200,447) $ (4,397) Gas (1.275,206) 161,698 ----------- --------- Net hedging income (loss) $(1,475,653) $ 157,301 =========== =========
The hedging gains and losses are included in oil and gas revenue for the years indicated. Interest - The Company is required, by agreement with its primary lender -------- (Bank of America), to participate in an interest rate protection program, executed by Bank of America, until February 29, 2000, for its debt to its primary lender. Interest is hedged to achieve a fixed rate of 7.49% based on a fixed amortization schedule determined at loan origination. The hedging losses for the year ended July 31, 1996 and 1995 are $504,303 and $80,151, respectively, and are included in interest expense for the years indicated. The off-balance sheet liability for all future hedging commitments based on current year end prices and rates are as follows: Oil $ 669,405 Gas 1,668,202 Interest 1,291,680 ----------- Net liability $ 3,649,287 ===========
S-66 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 16. RESTATEMENT OF PRIOR YEAR Effective March 31, 1995 the Company acquired Germany Oil Company ("Germany") in a purchase transaction. The net assets acquired consisted primarily of oil and gas properties. In connection with the transaction the Company failed to allocate the purchase price to all assets acquired as required by generally accepted accounting principles. During fiscal 1996 the Company, based on the reports of independent petroleum engineers, reallocated the adjusted purchase price as of the date of acquisition. Accordingly, the previously reported 1995 amounts have been restated as follows:
Statement of Asset Liability Operations Increase (Increase) (Increase) (Decrease) Decrease Decrease ----------- ----------- ----------- Oil and gas properties $ 7,859,993 $ - $ - Goodwill (9,929,199) - - Deferred loan cost 871,270 - - Accounts payable 1,197,936 Goodwill amortization (220,650) - 220,650 Depletion expense (49,283) - 49,283 Amortization expense 58,085 - (58,085) ----------- ----------- ----------- Total $(1,409,784) $ 1,197,936 $ 211,848 =========== =========== ===========
17. SUBSEQUENT EVENTS Proposed Merger With Alliance Resources Plc - As a result of the demands ------------------------------------------- placed upon the Company by its primary lender, the Company's continuing working capital deficit, its deteriorating financial condition and the inability of the Company to raise additional debt or equity capital, management of the Company, in the forth quarter of fiscal 1996, determined to seek an equity infusion through a strategic merger with a suitable merger candidate. Management's primary objective in seeking a merger partner was to solve the working capital deficit of the Company through an equity infusion while minimizing dilution to the shareholders. Although the Company considered several potential transactions. Alliance Resources Plc ("Alliance") emerged as the candidate most likely to meet the objectives of the Company. The Company has entered into an Agreement and Plan of Merger ("Alliance Merger Agreement") dated August 12, 1996 with Alliance Resources Plc, a company organized under the laws of the United Kingdom ("Alliance"), Pursuant to which the Company will merge ("Alliance Merger") with a wholly- owned U.S. subsidiary of Alliance. S-67 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 17. SUBSEQUENT EVENTS (continued) Under the terms of the Alliance Merger Agreement and after giving effect to a 1 for 40 reverse stock split to be completed by Alliance, the holders of the Company's common stock will receive 0.8806 ordinary shares of Alliance for each share of such common stock, the holders of the Company's Series A Convertible Preferred Stock will receive 2.6445 ordinary shares of Alliance for each share of such Series A Convertible Preferred Stock, and the holders of the Company's Series B Senior Convertible Preferred Stock will receive 5.8709 ordinary shares of Alliance for each share of such Series B Senior Convertible Preferred Stock. Following the Alliance Merger, the holders of the Company's common and preferred stock will own, as a group, approximately 72% of the issued and outstanding ordinary shares of Alliance and the Company will become a wholly-owned subsidiary of Alliance. Holders of outstanding warrants to purchase shares of the Company's common stock will receive from Alliance replacement warrants to purchase shares of Alliance ordinary shares on substantially the same terms. It is anticipated that the merger will provide the Company with sufficient capital resources to eliminate its existing working capital deficit, refinance the Company's senior debt and eliminate the hedging agreements, and provide development capital for exploration of the Company's oil and gas properties. In addition, the Company believes that the combination of the two companies provides strategic benefits to the Company important to its long-term growth and the enhancement of shareholder value. Although Alliance's domestic oil and gas operations are significantly smaller than the Company's, the Company believes that the merger will enhance the overall financial strength of the Company and provide a stable platform from which future growth can be achieved. The strategic objectives of the combined Company will be to continue a policy of structured and stable growth in the domestic U.S. oil and gas sector while implementing projects in Western Europe, the Middle East and the former Soviet Union. Under the terms of the Alliance Merger Agreement, the Company is required to dispose of its interests in its unconsolidated affiliates, Wexford Technology, Inc. ("Wexford") and Imperial Petroleum, Inc. ("Imperial"), and its interests in its wholly-owned subsidiaries LaTex Resources International, Inc. ("LaTex Resources International") and Phoenix Metals, Inc. ("Phoenix Metals"). Effective July 31, 1996, the Company has written off its $1,811,694 investment in Wexford, its $2,372,452 investment in Imperial, and its $955,496 Investment in LaTex Resources International. The Company has entered into a Purchase Agreement with Imperial pursuant to which the Company will sell its interests in Wexford, Imperial, LaTex Resources International and Phoenix Metals to Imperial for 100,000 shares of the Company's common stock. Imperial is controlled by the Company's President and largest stockholder, Jeffrey T. Wilson. Prior to the completion of the sale, the Company intends to obtain an opinion from an independent investment banking firm as to the fairness of the transaction to the Company's stockholders. S-68 Notes to Consolidated Financial Statements July 31, 1996, 1995, and 1994 17. SUBSEQUENT EVENTS(continued) Effective October 21, 1996, each holder of options granted under the Company's 1993 Incentive Stock Plan agreed to terminate all options held and receive grants of restricted common stock of the Company. 1,690,000 options were canceled and 1,690,000 shares of restricted common stock were granted. The terms of the Restricted Shares provide that a holder may not sell, transfer, or otherwise dispose of any Restricted Shares as long as the Company has the right to a forfeiture of the Shares. The terms of the Restricted Stock provide that in the event that a holder's employment with the Company shall terminate for any reason other than death or total disability prior to the earlier of (a) February 1, 1997, or (b) a change in control occurs with respect to the Company, the holder shall immediately forfeit any right to the shares of Restricted Stock for which the restrictions have not otherwise lapsed. Disposition of Oil and Gas Properties - Subsequent to year end, the ------------------------------------- Company has entered into letters of intent with two parties to sell oil and gas properties for approximately $1,500,000. The Company chose not to include those properties in its reserve appraisal at July 31, 1996. S-69 PART III Item 9. [Disagreements with Accountants.] Not Applicable. Item 10. Directors and Executive Officers of the Registrant. Directors and Executive Officers The following table sets forth certain information regarding the directors, executive officers and key employees of the Company. Name Age Position ---- --- -------- Jeffrey T. Wilson 43 Director, Chairman of the Board, President, and Chief Executive Officer John L. Cox 46 Director, Vice President and Chief Financial Officer Malcolm W. Henley 45 Director and Vice President of Marketing John R. Martinson 61 Director Robert L. Hull 44 Vice President of Operations John W. Heinsius 46 Vice President of Exploration Stacey D. Smethers 28 Secretary Jeffrey T. Wilson has been a Director, Chairman of the Board and Chief ----------------- Executive Officer of the Company since December 1991. Mr. Wilson was a Director and Executive Vice President of Vintage Petroleum, Inc. ("Vintage") from May 1990 to July 1991. He was Vice President--Production of Vintage from January 1984 to May 1990 and Manager--Acquisitions of Vintage from May 1983 to January 1984. From August 1980 to May 1983, Mr. Wilson was an engineer with Netherland, Sewell & Associates, Inc, a petroleum engineering consulting firm, where his assignments included annual reserve appraisals, reserve acquisition appraisals and field studies. From May 1975 to August 1980, he gained experience in the oil and gas industry with Exxon Company U.S.A. in various engineering and supervisory capacities in the Louisiana and South Texas areas. Mr. Wilson holds a Bachelor of Science Degree in Mechanical Engineering from the Rose-Hulman Institute of Technology. John L. Cox has served as a Director of the Company since November 1995. ----------- Mr. Cox became Vice President of Finance and Chief Financial Officer of the Company in January 1996. From February 1992 to December 1995, Mr. Cox held the position of Controller for the Company. Mr. Cox held the positions of Controller of Panada Exploration and Assistant Controller of Panda Resources from November 1990 to January 1993. Prior to that time, he held various managerial positions with Reading & Bates Petroleum Corporation. Mr. Cox holds a Bachelor of Science Degree in Accounting from Oklahoma City University. Malcolm W. Henley has been Vice President of Marketing of the Company since ----------------- June 1992. Mr. Henley was elected to the Company's Board of Directors in September 1993. Mr. Henley has been Chairman of the Board, President, Chief Executive and Chief Operating officer of the Company's wholly-owned subsidiary ENPRO, Inc. since August, 1984. From 1981 to 1984, Mr. Henley served as Manager of Operations for a natural gas pipeline company subsidiary of Champlin Petroleum (now Union Pacific Resources). From 1976 to 1979 he served as Vice President and General Manager of Utilities Pipeline Company and between 1975 and 1976 held various positions with Continental Oil Company. Mr. Henley S-70 has a Bachelor of Arts Degree in Business Administration from Oklahoma State University and an Associates Degree in Petroleum Land Technology from Tulsa Junior College. John R. Martinson has been a Director of the Company since May 4, 1995. ----------------- Mr. Martinson has served as a consultant to the Company since August 1994. Since January 1995, Mr. Martinson has been a principal in the merchant banking firm Martinson, O'Dell & Ogden, L.L.C., specializing in corporate and project finance. Mr. Martinson is also managing director of Wood Roberts, Inc. where he has engaged in financial consulting since January 1989. Mr. Martinson earned his Bachelor of Science Degree in Engineering at Princeton University and holds a Masters in Business Administration Degree from Northwestern University. Robert L. Hull has been Vice President of Operations of the Company since -------------- January 1992. Prior to joining the Company, Mr. Hull had been employed for seven years with Vintage Petroleum, Inc. in the position of Senior Operations Engineer. Prior to that time, Mr. Hull had been employed by other oil related companies, including Dowell-Schlumberger, Equitable Gas Co., Ladd Petroleum, Unit Corp. and Mapco. Mr. Hull holds a Bachelor of Science Degree in Geology from the University of Pittsburgh. John W. Heinsius has been Vice President of Exploration since February ---------------- 1993. From October 1989 to February 1993, Mr. Heinsius held the positions of Vice President of Exploration and Manager of Gas supply for Panda Resources, Inc. Mr. Heinsius held the positions of Director of Exploration and Manager of Gas Marketing for Transok, Inc. from 1985 to October 1989. Prior to this time, he held the titles of Exploration Manager and Vice President of Exploration for Buttonwood Petroleum, Chief Geologist for Indian Wells Oil Co., Staff Geologist for Ladd Petroleum Corp. and Exploration Geologist for Texaco, Inc. Mr. Heinsius holds a Bachelor of Arts Degree in Geology from Hope College and a Master of Science Degree in Geology from Western Michigan University. Stacey D. Smethers has been Secretary of the Company since November 15, ------------------ 1995. Ms. Smethers has been Executive Assistant to the President of ENPRO, Inc. and Marketing Representative for the Company from August 1992 to present. Ms. Smethers has more than seven years of varied experience in the oil and gas industry. Her areas of concentration include marketing, administration, and petroleum land management. Her prior titles include Executive Assistant, Operations Analyst, Credit Analyst, and Secretary. Each director is elected for a period of one year at the Company's annual meeting of shareholders and serves until his successor is duly elected by the shareholders. Directors who are not officers of the Company receive no cash compensation for their services. Officers are elected by and serve at the will of the Board of Directors. There are no family relationships between any director, officer or person nominated or chosen to become a director or officer and any other such person. The Board of Directors has established a Compensation Committee whose current members are Jeffrey T. Wilson and John R. Martinson. The Compensation Committee reviews the Company's executive compensation policies and practices and administers the Company's 1993 Incentive Stock Plan. See "Compensation Committee Interlocks and Insider Participation." The Board of Directors of the Company has not established an audit or any other committee. Directors of the Company do not receive fees for their services as directors. Section 16(a) Reporting Deficiencies Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act") requires the Company's directors and officers, and persons who own more than 10% of a registered class of the Company's equity securities, to file initial reports of ownership on Form 3 and reports of changes in ownership on Forms 4 and 5 with the Securities and Exchange Commission (the "SEC") and the National Association of Securities Dealers ("NASD"). Such persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based upon a review of Form 3, 4 and 5 filings made by the Company's officers and directors during the fiscal year ended July 31, 1996 under Section 16(a) of the Exchange Act, the Company believes that: (i) Jeffrey T. Wilson, Chief Executive Officer, Chairman of the Board, President, and a Director of the S-71 Company, failed to timely file one statement of change in beneficial ownership on Form 4, respecting one transaction involving his acquisition of options to purchase common stock; (ii) John L. Cox, Chief Financial Officer, Vice President, and a Director of the Company, failed to timely file one statement of change in beneficial ownership on Form 4, respecting one transaction involving his acquisition of options to purchase common stock; (iii) Malcolm W. Henley, Vice President of Marketing, and a Director of the Company, failed to timely file one statement of change in beneficial ownership on Form 4, respecting one transaction involving his acquisition of options to purchase common stock; (iv) Philip J. Wade, a Director of the Company until his resignation on October 8, 1996, failed to timely file two statements of change in beneficial ownership on Form 4, respecting 12 transactions involving the disposition of common stock of the Company; (v) Robert L. Hull, Vice President of Operations, failed to timely file one statement of change in beneficial ownership on Form 4, respecting one transaction involving his acquisition of options to purchase common stock; (vi) John W. Heinsius, Vice President of Exploration, failed to timely file one statement of change in beneficial ownership on Form 4, respecting one transaction involving his acquisition of options to purchase common stock; (vii) John R. Martinson, a Director of the Company, failed to timely file one statement of change in beneficial ownership on Form 4, respecting one transaction involving his acquisition of warrants to purchase common stock; (viii) Stacey D. Smethers, Secretary of the Company, failed to timely file one statement of change in beneficial ownership on Form 4, respecting one transaction involving her acquisition of options to purchase common stock. All of the referenced delinquent filings have now been made. Except as set forth above, the Company believes that its current officers and directors have made all requisite filings under Section 16(a) of the '34 Act on a timely basis. Item 11. Executive Compensation. The table below sets forth, in summary form, (1) the compensation paid, for the years shown, to Jeffrey T. Wilson, the Company's Chairman of the Board, President and Chief Executive Officer, and the four other highest-paid executive officers of the Company serving as executive officers on July 31, 1996 (the "Named Officers"); (2) the stock options and stock appreciation rights granted to the Named Officers for the years shown; and (3) long-term payouts and other compensation to the Named Officers for the years shown. S-72 Summary Compensation Table
Long Term Compensation ---------------------------------------- Annual Compensation Awards Payouts -------------------------------------------------------------------------------- Restricted Securities Other Annual Stock Underlying LTIP All Other Name and Principal Salary Bonus Compensation Awards Options/ Payouts Compensation Position Year ($) ($) ($)(1) ($) SARs (#) ($) ($) - --------------------------------------------------------------------------------------------------------------------------- Jeffrey T. Wilson, 1996 100,800 --- --- --- 200,000(2) --- --- Chairman, President 1995 97,200 200 --- --- 150,000(3) --- --- and Chief Executive 1994 96,000 --- --- --- --- --- --- Officer John L. Cox, 1996 74,200 --- --- --- 150,000(2) --- --- Vice President and 1995 55,500 200 --- --- 50,000(3) --- --- Chief Financial Officer 1994 54,000 500 --- --- 25,000(4) --- --- Malcolm W. Henley, 1996 91,000 --- --- --- 150,000(2) --- --- Vice President of 1995 85,050 200 --- --- 50,000(3) --- --- Marketing 1994 84,000 500 --- --- 100,000(5) --- --- John W. Heinsius, 1996 90,400 --- --- --- 150,000(2) --- --- Vice President of 1995 83,100 200 --- --- 50,000(3) --- --- Exploration 1994 82,000 500 --- --- 50,000(4) --- --- Robert L. Hull, 1996 90,400 --- --- --- 150,000(2) --- --- Vice President of 1995 83,100 200 --- --- 50,000(3) --- --- Operations 1994 82,000 500 --- --- 125,000(6) --- --- Dewitt C. Shreve, 1996 9,300 --- --- --- --- --- --- Executive Vice President 1995 72,900 --- --- --- 50,000(3)(7) --- --- 1994 72,000 --- --- --- 100,000(8)(7) --- ---
- ------------------------------ (1) None of the executive officers listed received perquisites or other personal benefits that exceeded the lesser of $50,000 or 10 percent of the salary and bonus for such officers. (2) Reflects options issued pursuant to the Company's 1993 Incentive Stock Plan exercisable at any time until December 5, 2000, at an exercise price of $0.4375 per share, the fair market value of the Company's common stock at the time of grant. By agreement between the holder of the referenced options and the Company, effective October 21, 1996, the referenced options were terminated. See "Restricted Stock Grants". (3) Reflects options issued pursuant to the Company's 1993 Incentive Stock Plan exercisable at any time until August 1, 2000 at an exercise price of $0.47 per share, the fair market value of the Company's common stock on the date of grant. By agreement between the holder of the referenced options and the Company, effective October 21, 1996, the referenced options were terminated. See "Restricted Stock Grants". (4) Reflects options issued pursuant to the Company's 1993 Incentive Stock Plan exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair market value of the Company's common stock on the date of grant. By agreement between the holder of the referenced options and the Company, effective October 21, 1996, the referenced options were terminated. See "Restricted Stock Grants". (5) Reflects (a) options issued pursuant to the Company's 1993 Incentive Stock Plan to purchase 50,000 shares of common stock exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair market value of the Company's common stock on the date of grant, and (b) options issued pursuant to the Company's 1993 Incentive Stock Plan to purchase 50,000 shares of common stock, issued in replacement of 50,000 non-qualified options issued to Mr. Henley in 1992, exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair S-73 market value of the Company's common stock on the date of grant. By agreement between Mr. Henley and the Company, effective October 21, 1996, the referenced options were terminated. See "Restricted Stock Grants". (6) Reflects (a) options issued pursuant to the Company's 1993 Incentive Stock Plan to purchase 50,000 shares of common stock exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair market value of the Company's common stock on the date of grant, and (b) options issued pursuant to the Company's 1993 Incentive Stock Plan to purchase 75,000 shares of common stock, issued in replacement of 75,000 non-qualified options issued to Mr. Hull in 1992, exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair market value of the Company's common stock on the date of grant. By agreement between Mr. Hull and the Company, effective October 21, 1996, the referenced options were terminated. See "Restricted Stock Grants". (7) Mr. Shreve resigned his positions as Executive Vice President and a Director of the Company on January 31, 1996, and his options lapsed at that time. (8) Reflects (a) options issued pursuant to the Company's 1993 Incentive Stock Plan to purchase 50,000 shares of common stock exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair market value of the Company's common stock on the date of grant, and (b) options issued pursuant to the Company's 1993 Incentive Stock Plan to purchase 50,000 shares of common stock, issued in replacement of 50,000 non-qualified options issued to Mr. Shreve in 1992, exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair market value of the Company's common stock on the date of grant. Stock Options The table below sets forth, in summary form, with respect to the Named Officers, (i) the name of such officer receiving grants of stock options from the Company during the fiscal year ended July 31, 1996; (ii) the number of securities underlying the options; (iii) the percent such grant represents of the total options granted to employees during the fiscal year ended July 31, 1996; (iv) the per-share exercise price of the options granted; (v) the expiration date of the options; and(vi) the potential realizable value at assumed annual rates of stock price appreciation. Option Grants in Fiscal Year Ended July 31, 1996(1)
Potential Realizable Value at Assumed Rates of Stock Price Appreciation for Individual Grants Option Term - ----------------------------------------------------------------------------------- ---------------------- Percent of Number of Total Securities Options/SARS Underlying Granted to Exercise or Options/SARS Employees in Base Price Expiration Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($) - ---------------------- ------------ ----------------- ----------- ---------- -------- -------- Jeffrey T. Wilson 200,000 20.77% $0.4375 12/05/2000 $111,676 $140,920 John L. Cox 150,000 15.58% $0.4375 12/05/2000 $ 83,756 $105,690 Malcolm W. Henley 150,000 15.58% $0.4375 12/05/2000 $ 83,756 $105,690 John W. Heinsius 150,000 15.58% $0.4375 12/05/2000 $ 83,756 $105,690 Robert L. Hull 150,000 15.58% $0.4375 12/05/2000 $ 83,756 $105,690 Dewitt C. Shreve(2) --- --- --- --- --- --- - -----------------------------------
(1) By agreement between each of the individuals, other than Dewitt C. Shreve, set forth in the table and the Company, effective October 21, 1996 the referenced options were terminated. See S-74 "Restricted Stock Grants." (2) Mr. Shreve resigned his positions as Executive Vice President and Director of the Company on January 31, 1996 and his options lapsed at that time. During the year ended July 31, 1996 (i) no restricted stock awards were granted, (ii) other than as set forth above, no stock options or stock appreciation rights were granted, (iii) no options or stock appreciation rights were exercised, and (iv) no awards under any long-term incentive plan were made to any of the Named Officers. The following table sets forth information relating to the exercises of stock options by each of the Company's Named Officers during the year ended July 31, 1996 and the value of unexercised stock options as of July 31, 1996. Aggregated Option Exercises in the Fiscal Year Ended July 31, 1996 and July 31, 1996 Option Values(1)
Option Exercises During Year Ended July 31, 1996 Number of Securities --------------------- Number of Underlying Unexercised Value of Unexercised Shares Options at In-the-Money Options Acquired Value July 31, 1996 at July 31, 1996 -------------------------- -------------------------- Name on Exercise Realized Unexercisable Exercisable Unexercisable Exercisable ---- ----------- -------- ------------- ----------- ------------- ----------- Jeffrey T. Wilson -- $ -- --- 350,000 $ --- $ --- John L. Cox -- $ -- --- 225,000 --- --- Malcolm W. Henley -- -- --- 300,000 --- --- John W. Heinsius -- -- --- 250,000 --- -- Robert L. Hull -- -- --- 325,000 --- -- Dewitt C. Shreve (2) -- -- --- --- --- -- - ---------------------------------
(1) By agreement between each of the individuals, other than Dewitt C. Shreve, set forth in the table and the Company, effective October 21, 1996 the referenced options were terminated. See "Restricted Stock Grants." (2) Mr. Shreve resigned his positions as Executive Vice President and Director of the Company on January 31, 1996 and his options to purchase 150,000 shares lapsed at that time. The following table sets forth information relating to the repricing of stock options held by any executive officer. S-75 Option Repricing Table
Market Number of Price Securities of Exercise Length of Original Underlying Stock Price at New Option Term Date of Repriced at Time Time of Exercise Remaining at Date Name and Position Repricing Options of Repricing Repricing Price of Repricing - ----------------- --------- ---------- ------------ --------- -------- ------------------ Malcolm W. Henley, May 24, 50,000 $0.91 $2.47 $.875 3 years, 7 months Vice President of 1994 Marketing (1) Robert L. Hull, May 24, 25,000 $0.91 $2.47 $.875 3 years, 7 months Vice President 1994 50,000 $0.91 $ .85 $.875 1 year, 8 months of Operations (2) Dewitt C. Shreve, May 24, 50,000 $0.91 $2.47 $.875 3 years, 7 months Executive Vice 1994 President (3) - ---------------------------------
(1) Reflects options issued pursuant to the Company's 1993 Incentive Stock Plan to purchase 50,000 shares of common stock, issued in replacement of 50,000 non-qualified options issued to Mr. Henley in 1992, exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair market value of the Company's common stock on the date of grant. By agreement between Mr. Henley and the Company, effective October 21, 1996 the referenced options were terminated. See "Restated Stock Grants". (2) Reflects options issued pursuant to the Company's 1993 Incentive Stock Plan to purchase 75,000 shares of common stock, issued in replacement of 75,000 non-qualified options issued to Mr. Hull in 1992, exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair market value of the Company's common stock on the date of grant. By agreement between the Mr. Hull and the Company, effective October 21, 1996 the referenced options were terminated. See "Restated Stock Grants". (3) Reflects options issued pursuant to the Company's 1993 Incentive Stock Plan to purchase 50,000 shares of common stock, issued in replacement of 50,000 non-qualified options issued to Mr. Shreve in 1992, exercisable at any time until May 25, 1999 at an exercise price of $0.875 per share, the fair market value of the Company's common stock on the date of grant. Mr. Shreve resigned his positions as Executive Vice President and Director of the Company on January 31, 1996 and his options lapsed at that time. Incentive Stock Plan The Board of Directors adopted the LaTex Resources, Inc. 1993 Incentive Stock Plan (the "Plan") effective December 8, 1993 and the Shareholders approved the Plan at the Company's Annual Meeting on June 2, 1994. The Plan is administered by a Compensation Committee consisting of not less than three members of the Board of Directors and a special committee appointed by the Board of Directors, as necessary, consisting of not less than three members of the Board, who are a "disinterested persons" within the meaning of Securities and Exchange Commission ("SEC") Rule 16b-3, as in effect prior to August 1996, to address decisions regarding participation by directors and executive officers. The aggregate number of shares of the Company's common stock issuable under the Plan is 2,000,000. The Plan authorizes the Committee to grant to key employees options ("Options") to purchase the Company's common stock which may be in the form of incentive stock options ("ISOs"), or in the form of non- statutory options ("Non-Statutory Options"). Additionally, the Committee may grant stock S-76 appreciation rights ("SARs") in connection with such Options. The term of each Option shall be for such period as the Committee shall determine but no longer than ten years from the date of grant or five years to an individual who is a 10% shareholder of the Company. The aggregate fair market value exercisable by an individual optionee during any calendar year under all stock option plans of the Company may not exceed $100,000. The exercise price per share for the common stock covered by any Options shall be determined by the Committee, provided that in the case of an ISO, the per share exercise price shall be not less than the fair market value (or in the case of an ISO granted to an individual who at the time is a 10% shareholder, 110% of the fair market value) of one share of common stock. The Plan additionally authorizes the Committee to grant restricted common stock ("Restricted Stock") to key employees. The Committee may designate a restriction period with respect to such shares of not less than one year but not more than five years during which an employee will not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded to him provided, that within such limitations, the Committee may provide for the lapse of such restrictions where deemed appropriate. Through July 31, 1996, the Company has granted ISOs under the Plan to Messrs. Wilson, Cox, Henley, Heinsius, and Hull as described in the Summary Compensation Table and the Option Grants Table above, for a total of 1,450,000 shares (excluding options for 150,000 shares granted to Mr. Shreve which lapsed upon his resignation as an officer and Director of the Company on January 31, 1996), as well ISOs under the Plan to non-executive officer employees for a total of 240,000 shares. By agreement between the holders of all outstanding ISOs and the Company, effective October 21, 1996 all outstanding ISOs were terminated. See "Restricted Stock Grants." Restricted Stock Grants Effective October 21, 1996, each holder of options granted under the Company's 1993 Incentive Stock Plan agreed to terminate all options held and received grants of restricted common stock of the Company ("Restricted Stock"). The following table sets forth options cancelled and shares of Restricted Stock issued with respect to each of the Company's Named Officers and other employees of the Company as a group.
Shares of Restricted Stock Name of Option Holder Options Cancelled Granted --------------------- ----------------- ---------------- Jeffrey T. Wilson 350,000 300,000 John Cox 225,000 225,000 Malcolm Henley 300,000 300,000 John Heinsius 250,000 250,000 Robert Hull 325,000 325,000 Dewitt Shreve(1) --- --- Other Employees as a Group 240,000 290,000 --------- --------- Total 1,690,000 1,690,000 ========= ========= - ----------------
(1) Mr. Shreve resigned his positions as Executive Vice President and Director of the Company on January 31, 1996, and his options lapsed at that time. The terms of the Restricted Stock provide that a holder may not sell, transfer, or otherwise dispose of any shares of Restricted Stock as long as the Company has the right to a forfeiture of the Restricted Stock. In the event that a holder's employment with the Company shall terminate for any reason other than death or total disability prior to the earlier of (a) February 1, 1997, or (b) a Change in Control occurs with respect to the Company, the holder shall immediately forfeit any right to the shares of Restricted Stock for which the restrictions have not otherwise lapsed. For the purpose of the Restricted Stock, a "Change in Control" will be deemed to have occurred with respect to the Company if: (a) any person becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; (b) individuals who constitute the Company's Board of Directors on the date of grant of the Restricted Stock cease for any S-77 reason to constitute at least a majority thereof; (c) there is a merger or consolidation of the Company in which the Company does not survive as an independent company; or (d) the business of the Company is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including stock of a subsidiary) of the Company, or otherwise. Compensation Committee Interlocks and Insider Participation During the fiscal year ended July 31, 1996, Jeffrey T. Wilson, John R. Martinson and Dennis G. Strauch served as members of the Compensation Committee of the Board of Directors of the Company. Mr. Strauch resigned his position as Director of the Company and member of the Compensation Committee on June 24, 1996. Mr. Wilson was, during the fiscal year, Chairman of the Board, President and Chief Executive Officer of the Company. With respect to certain relationships between the Company and Messrs. Wilson and Martinson, see "Item 13. Certain Relationships and Related Transactions." During the last completed fiscal year, (i) no executive officer of the Company served as a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Compensation Committee of the Company; (ii) no executive officer of the Company served as a director of another entity, one of who executive officers served on the Compensation Committee of the Company; and (iii) no executive officer of the Company served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the Company. Employment Agreements The Company has no employment agreements with any of its officers or employees. All officers of the Company devote substantially all their entire business time and energies to the Company. Item 12. Security Ownership of Certain Beneficial Owners and Management. As of October 25, 1996, the Company had 19,805,495 issued and outstanding shares of common stock. The following table sets forth, as of October 25, 1996, the number and percentage of shares of common stock of the Company owned beneficially by (i) each director of the Company, (ii) each Named Officer of the Company named in the Summary Compensation Table in Item 11 above, (iii) all directors and executive officers of the Company as a group, and (iv) each person known to the Company to own of record or beneficially more than 5% of the Company's common stock. Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to the shares indicated. As of October 25, 1996, the Company had 502 holders of common stock of record. S-78
Name of Number of Shares Beneficial Owner (1) Beneficially Owned Percent of Class (1) -------------------- ------------------ -------------------- Jeffrey T. Wilson (2)(3) 4,135,000 20.9% A. Dean Fuller 1,058,000 5.3% Dewitt C. Shreve (4) 41,862 * Malcolm W. Henley (2)(5) 510,000 2.6% John R. Martinson (6) 536,000 2.6% John W. Heinsius (2)(5) 271,500 1.4% Robert L. Hull (2)(5) 325,000 1.6% John L. Cox (2)(5) 230,500 1.2% All Executive Officers and 5,597,000 28.3% Directors as a group (7 persons) (1)(7)
- ------------------------------ * less than one percent. (1) Based upon 19,805,495 issued and outstanding shares of common stock at October 25, 1996. Shares of common stock which an individual has the right to acquire within 60 days pursuant to the exercise of options, warrants, or other convertible securities are deemed to be outstanding for the purpose of computing the percentage ownership of such individual, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group shown in the table. (2) The mailing address of Messrs. Wilson, Henley, Heinsius, Hull and Cox is 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. (3) Includes 300,000 shares of Restricted Stock (See "Item 11. Executive Compensation -- Restricted Stock Grants".) and excludes 300,000 shares held by the Old National Bank in Evansville, Indiana, Trustee of the Jeffrey T. and Annalee Wilson Irrevocable Family Trust for the benefit of the Wilson children. (4) The mailing address of Mr. Shreve is 2909 Cole Avenue, Suite 100, Dallas, Texas 75204. Mr. Shreve resigned his positions as Executive Vice President and a Director of the Company on January 31, 1996. (5) Includes: (a) with respect to Mr. Henley, 300,000 shares of Restricted Stock; (b) with respect to Mr. Heinsius, 250,000 shares of Restricted Stock; (c) with respect to Mr. Hull, 325,000 shares of Restricted Stock; and (d) with respect to Mr. Cox 225,000 shares of Restricted Stock. See "Item 11. Executive Compensation -- Restricted Stock Grants". (6) Includes presently exercisable warrants to purchase 436,000 shares held by Wood Roberts, Inc., a corporation under the control of Mr. Martinson. The mailing address of Mr. Martinson is Suite 210, 952 Echo Lane, Houston, Texas, 77024. (7) Excludes shares owned by Dewitt C. Shreve who resigned his positions as an officer and Director of the Company on January 31, 1996. With respect to the change in control of the Company which would result upon completion of the proposed merger of the Company with Alliance Resources Plc, see "Item 1. Business and Item 2. Properties -- Proposed Merger with Alliance Resources Plc." S-79 Item 13. Certain Relationships and Related Transactions. In connection with the sale by the Company of Panda Resources, Inc. in July 1993, the Company entered into separate agreements dated September 22, 1993 with Philip J. Wade and Dean Fuller pursuant to which the Company and Messrs. Wade and Fuller agreed to terminate their Non-Competition Agreements in exchange for payment by the Company, on or before November 21, 1993, of $25,000 each to Messrs. Wade and Fuller. In connection with the termination of the Non- Competition Agreements, Jeffrey T. Wilson, Chairman, President and Chief Executive Officer of the Company, assumed the indebtedness of Messrs. Wade and Fuller to the Company in the principal amounts of $162,788 and $176,863, respectively. At July 31, 1995, Mr. Wilson owed the Company a total of $339,651 pursuant to his assumption of this indebtedness. The Company has forgiven this and additional indebtedness of Mr. Wilson to the Company as discussed below. As of July 31, 1996 and subsequent to July 31, 1996, the Company agreed to forgive the indebtedness of various officers, directors and employees to the Company at July 31, 1996 as follows:
Amount of Amount of Indebtedness Indebtedness Forgiven as of Forgiven Subsequent July 31, 1996 to July 31, 1996 -------------- ------------------- Malcolm W. Henley $ 58,138 $ 37,655 Director and Vice President of Marketing Robert L. Hull $ --- $ 25,032 Vice President of Operations Jeffrey T. Wilson $ 180,000 $321,483 Chairman of the Board and Chief Executive Officer Other Employees $ --- $ 2,550 ---------- -------- Total $ 238,138 $386,720 ========== ========
A portion of the Company's oil and gas production is sold to its wholly- owned subsidiary, ENPRO, under short-term contracts. The Company believes that the terms of such contracts are fair and reasonable. The Company receives no less from the sale of production to ENPRO than it would receive from sales to unrelated third parties. Since January 1993 the Company has leased a condominium located in Tulsa, Oklahoma owned by Jeffrey T. Wilson, Chairman and Chief Executive Officer of the Company. Under the terms of the oral lease arrangement, the Company pays Mr. Wilson approximately $1,100 per month. The condominium is used by the Company to house its out of town employees and guests. At July 31, 1996, the Company owed Mr. Wilson approximately $8,000 for unpaid rent. With respect to transactions between the Company and its affiliates, Wexford Technology, Inc., and Imperial Petroleum, Inc., see "Item 1. Business and Item 2. Properties - Other Business." In connection with the proposed merger of the Company and Alliance Resources Plc, the Company has entered into a Purchase Agreement with Imperial Petroleum, Inc. ("Imperial") dated September 30, 1996 pursuant to which the Company has agreed to sell to Imperial its interests in Imperial, Wexford Technology, Inc., LaTex Resources International, Inc. and Phoenix Metals, Inc. for 100,000 shares of the Company's common stock. Effective July 31, 1996 the Company has written off its investments in Imperial, Wexford and LaTex Resources International in the total amount of $5,139,642. Effective July 31, 1994 the Company wrote off its investment in Phoenix Metals in the total amount of $222,918. Imperial is controlled by Jeffrey T. Wilson, Chairman, President and Chief Executive Officer of the Company. Mr. Wilson will contribute to Imperial the 100,000 shares of the Company's common stock to be used by S-80 Imperial in acquiring the Company's interest in these companies. See "Item 1. Business and Item 2. Properties - Exploration and Development" and "Other Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -- Proposed Merger with Alliance Resources." The Company was previously a party to an agreement with Wood Roberts, Inc. ("WRI"), a company controlled by John R. Martinson, a Director of the Company, pursuant to which WRI acted as a financial advisor to the Company. Under the agreement, the Company paid WRI a monthly fee of $4,000 and agreed to pay WRI a success fee in connection with any merger or acquisition involving a party introduced to the Company by WRI, and any financing facility arranged by WRI. WRI assisted the Company in obtaining its credit facility with Bank of America. Through July 31, 1996, the Company paid WRI cash retainer and success fees of $55,000. In addition, the Company has issued to WRI six year common stock purchase warrants to purchase 536,000 shares at $0.75 per share, of which WRI has exercised and purchased 100,000 shares. As of March 4, 1996, the financial advisor agreement between the Company and WRI was terminated by agreement of the parties. By separate agreement the Company agreed to pay Wood Roberts a fee of $240,000 upon completion of the proposed merger with Alliance Resources Plc and a fee equal to 0.5% of the amount of any credit facility obtained by the Company from a bank or other financial institution introduced to the Company by Wood Roberts in order to refinance its indebtedness to Bank of America. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) Financial Statements (included at Item 8. Financial Statements and Supplemental Data): Audited Financial Statements of LaTex Resources, Inc. Independent Auditor's Report; Consolidated Balance Sheets as of July 31, 1996 and 1995; Consolidated Statements of Operations for the years ended July 31, 1996, 1995, and 1994; Consolidated Statements of Stockholders' Equity for the years ended July 31, 1996, 1995 and 1994; Consolidated Statements of Cash Flows for the years ended July 31, 1996, 1995 and 1994; and Notes to Consolidated Financial Statements. (b) Reports on Form 8-K. No reports on Form 8-K were filed by the Company with the Securities and Exchange Commission during the fourth quarter of the Company's fiscal year ended July 31, 1996. (c) Exhibits. Exhibit Number Description Page - ------- ----------- ---- 2.1 Agreement and Plan of Merger dated February 10, 1993, among Panda Resources, Inc., LRI Acquisition Corp., and the Registrant. (10) 2.2 Agreement and Plan of Merger dated March 31, 1995, among Germany Oil Company, LRI Acquisition, Inc., and the Registrant. (16) 2.3 Purchase and Sale Agreement dated March 30, 1995, between ENRON Reserve Acquisition Corp., ENRON Capital & Trade Resources Corp., LaTex/GOC Acquisition, Inc., and the Registrant. (17) S-81 Exhibit Number Description Page - ------ ----------- ---- 3.1 Certificate of Incorporation of the Registrant. (1) 3.2 Bylaws of the Registrant. (2) 4.1 Form of common stock certificate of the Registrant (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1, Registration No. 33-49452 (the "Registration Statement")). 4.2 Form of common stock Purchase Warren of the Registrant (filed as Exhibit 4.2 to the Registration Statement"). 4.3 Form of Warrant Agreement (filed as Exhibit 4.3 to the Registration Statement). 4.4 Form of Underwriters' Warrant (filed as Exhibit 4.4 to the Registration Statement). 4.5 Certificate of Designation, Voting Powers and Rights of Series A Convertible Preferred Stock of the Registrant. (18) 4.6 Certificate of Designation, Voting Powers and Rights of Series B Senior Convertible Preferred Stock of the Registrant. (9) 9. Voting Trust Agreement. Not applicable. 10.1 Limited Partnership Agreement by and between LaTex Petroleum Corporation, Mid-Continent Energy, Inc., and Panada Exploration, Inc., dated October 26, 1990 (filed as Exhibit 10.1 to the Registration Statement). 10.2 Letter Agreement by and between Elite Enterprises, Inc., Mid-Continent Energy, Inc., and Panada Exploration dated December 12, 1990 (filed as Exhibit 10.2 to the Registration Statement). 10.3 Loan Agreement for the principal amount of $100,000 by and between LaTex Petroleum Corporation and First Texas Bank dated January 23, 1991 (filed as Exhibit 10.3 to the Registration Statement). 10.4 Lease Agreement by and between Sable Investment Corporation and 2800 East Skelly Drive, an Oklahoma partnership, dated March 20, 1991 (filed as Exhibit 10.4 to the Registration Statement). 10.5 Lease Agreement by and between Elite Enterprises, Inc. and 2800 East Skelly Drive, an Oklahoma partnership, dated March 20, 1991 (filed as Exhibit 10.5 to the Registration Statement). 10.6 Asset Sale Agreement for sale of oil and gas properties by and between Latex Petroleum Corporation, Vintage Petroleum, Inc. and American Exploration Company dated March 11, 1991 (filed as Exhibit 10.6 to the Registration Statement). 10.7 General Partnership Agreement by and between Elite Enterprises, Inc. and Panada Exploration, Inc., dated June 7, 1991 (filed as Exhibit 10.7 to the Registration Statement). 10.8 Purchase Agreement for sale of oil and gas properties by and between Latex Petroleum Corporation and Presidio Exploration, Inc., dated September 25, 1991 (filed as Exhibit 10.8 to the Registration Statement). 10.9 Promissory Note in the principal sum of $50,150 by and between ENPRO, Inc., and Elite Enterprises, Inc., dated September 27, 1991 (filed as Exhibit 10.9 to the Registration Statement). S-82 Exhibit Number Description Page - ------ ----------- ---- 10.10 Lease Agreement by and between LBR Associates, an Indiana limited partnership, and LaTex Petroleum Corporation dated October 3, 1991 (filed as Exhibit 10.10 to the Registration Statement). 10.11 Purchase Agreement for sale of oil and gas properties by and between Latex Petroleum Corporation and Chevron U.S.A., Inc., dated October 23, 1991 (filed as Exhibit 10.11 to the Registration Statement). 10.12 Assignment and Substitution Agreement by and between LaTex Petroleum Corporation, Chevron U.S.A. and Fig Equity Exchange, Inc., dated November 13, 1991 (exhibits omitted) (filed as Exhibit 10.12 to the Registration Statement). 10.13 Participation Agreement by and between Geodyne Tunisia, Ltd., Panada Exploration, Inc., Latex Petroleum Corporation and Concord International, Corp. dated November 21, 1991 (filed as Exhibit 10.13 to the Registration Statement). 10.14 Purchase and Sale Agreement for sale of oil and gas properties by and between Latex Petroleum Corporation and Sun Operating Limited Partnership dated November 25, 1991 (filed as Exhibit 10.14 to the Registration Statement). 10.15 Purchase Agreement for sale of oil and gas properties by and between Latex Petroleum Corporation and Presidio Exploration, Inc., dated November 27, 1991. (3) 10.16 Letter Agreement for the sale of oil and gas properties by and between Latex Petroleum Corporation and Sands Reserve Company dated December 1, 1991 (filed as Exhibit 10.16 to the Registration Statement). 10.17 Letter Agreement for the sale of oil and gas properties by and between Latex Petroleum Corporation and Sands Reserve Company dated December 1, 1991 (filed as Exhibit 10.17 to the Registration Statement). 10.18 Letter Agreement by and between Latex Petroleum Corporation and Sands Reserve Company dated December 2, 1991 (filed as Exhibit 10.18 to the Registration Statement). 10.19 Amendment to General Partnership Agreement by and between Elite Enterprises Limited Partnership and Panada Exploration, Inc., dated December 16, 1991 (filed as Exhibit 10.19 to the Registration Statement). 10.20 Agreement and Plan of Merger by and between Latex Petroleum Corporation, Sable Investment Corporation and Elite Enterprises, Inc., dated December 16, 1991. (4) 10.21 Agreement to Exchange Stock and Plan of Reorganization by and between Video Science Technology, Inc., Jeffrey T. Wilson, James G. Borem and Dee C. Shreve dated December 18, 1991. (5) 10.22 Letter Agreement by and between Trans-Exchange Corporation and Jeffrey T. Wilson dated January 22, 1992 (filed as Exhibit 10.22 to the Registration Statement). 10.23 Second Amended and Restated Credit Agreement by and between Latex Petroleum Corporation and Bank of Oklahoma, National Association, effective January 31, 1992 (filed as Exhibit 10.23 to the Registration Statement). S-83 Exhibit Number Description Page - ------ ----------- ---- 10.24 Stock Option Agreement by and between the Registrant and Cynthia A. Helms dated January 31, 1992 (filed as Exhibit 10.24 to the Registration Statement). 10.25 Stock Option Agreement by and between the Registrant and Robert Hull dated January 31, 1992 (filed as Exhibit 10.25 to the Registration Statement). 10.26 Letter from Director General of Energy, Republic of Tunisia dated February 11, 1992 (filed as Exhibit 10.26 to the Registration Statement). 10.27 Agreement to Terminate the General Partnership Agreement of Elite/Panada General Partnership by and between Latex Petroleum Corporation, successor by merger to Elite Enterprises, Inc., and Panada Exploration, Inc., dated February 13, 1992 (filed as Exhibit 10.27 to the Registration Statement). 10.28 Purchase Agreement for sale of oil and gas properties by and between the Registrant and Amax Exploration, Inc., dated February 14, 1992. (6) 10.29 Agreement by and between Latex Petroleum Corporation and Virgle Land-roth and Eclipse Petroleum Corporation dated as of February 17, 1992 (filed as Exhibit 10.29 to the Registration Statement). 10.30 Promissory Note in the principal sum of $50,200 by and between ENPRO, Inc., and LaTex Petroleum Corporation dated February 28, 1992 (filed as Exhibit 10.30 to the Registration Statement). 10.31 Promissory Note in the principal sum of $600,000 by and between Latex Petroleum Corporation and Bank of Oklahoma, National Association, dated February 28, 1992 (filed as Exhibit 10.31 to the Registration Statement). 10.32 Promissory Note in the principal sum of $3,280,000 by and between Latex Petroleum Corporation and Bank of Oklahoma, National Association, dated February 28, 1992 (filed as Exhibit 10.32 to the Registration Statement). 10.33 Restated Guaranty Agreement by and between Jeffrey T. Wilson and Annalee C. Wilson and Bank of Oklahoma, National Association, dated February 28, 1992 (filed as Exhibit 10.33 to the Registration Statement). 10.34 Guaranty Agreement by and between Latex Petroleum Corporation and David L. Wright dated March 4, 1992 (filed as Exhibit 10.34 to the Registration Statement). 10.35 Guaranty Agreement by and between Latex Petroleum Corporation and Ed J. Wright dated March 4, 1992 (filed as Exhibit 10.35 to the Registration Statement). 10.36 Amendment to Second Amended and Restated Credit Agreement by and between Latex Petroleum Corporation and Bank of Oklahoma, National Association, dated March 19, 1992, effective as of February 28, 1992 (exhibits omitted). (Filed as Exhibit 10.36 to the Registration Statement). 10.37 Purchase and Sale Agreement for sale of oil and gas properties by and between Latex Petroleum Corporation and American Exploration Company dated March 20, 1992 (filed as Exhibit 10.37 to the Registration Statement). 10.38 Security Agreement by and between Latex Petroleum Corporation and Phoenix Metals, Inc., dated March 27, 1992 (filed as Exhibit 10.38 to the Registration Statement). S-84 Exhibit Number Description Page - ------ ----------- ---- 10.39 Promissory Note in the principal sum of $10,000 by and between LaTex Petroleum Corporation and Phoenix Metals, Inc., dated March 27, 1992 (filed as Exhibit 10.39 to the Registration Statement). 10.40 Security Agreement by and between the Registrant and Bank of Oklahoma, National Association, dated March 30, 1992 (filed as Exhibit 10.40 to the Registration Statement). 10.41 Letter of Intent to License Certain Equipment and Proprietary Processes by and between the Registrant, Carlton B. Foster, and Waste Conversion Corporation dated March 31, 1992 (filed as Exhibit 10.41 to the Registration Statement). 10.42 Agreement and Plan of Merger by and between the Registrant and Video Science Technology, Inc., dated April 16, 1992. (7) 10.43 Letter from LaTex Petroleum Corporation dated April 20, 1992, to Brumbaugh & Fulton amending lease agreement (filed as Exhibit 10.43 to the Registration Statement). 10.44 Agreement to Exchange Stock by and between the Registrant and ENPRO, Inc., dated April 21, 1992 (filed as Exhibit 10.44 to the Registration Statement). 10.45 Purchase and Sale Agreement for sale of oil and gas properties by and between LaTex Petroleum Corporation and TOTAL Minatome Corporation dated April 27, 1992 (filed as Exhibit 10.45 to the Registration Statement). 10.46 Letter Agreement for sale of stock by and between the Registrant and Agri-Quest Mining, Inc., dated May 28, 1992 (filed as Exhibit 10.46 to the Registration Statement). 10.47 Letter Agreement by and between Latex Petroleum Corporation and TOTAL Minatome Corporation dated June 1, 1992 (filed as Exhibit 10.47 to the Registration Statement). 10.48 Loan Agreement in the principal sum of $200,000 by and between LaTex Petroleum Corporation and First Texas Bank dated June 1, 1992 (filed as Exhibit 10.48 to the Registration Statement). 10.49 Guaranty by and between S. Mort Zimmerman and First Texas Bank dated June 1, 1992 (filed as Exhibit 10.49 to the Registration Statement). 10.50 Security Agreement by and between Trans-Exchange Corporation and First Texas Bank dated June 1, 1992 (filed as Exhibit 10.50 to the Registration Statement). 10.51 Owner's Consent to pledge by S. Mort Zimmerman for Trans-Exchange Corporation dated June 1, 1992 (filed as Exhibit 10.51 to the Registration Statement). 10.52 Security Agreement by and between Gary S. Williky and First Texas Bank dated June 1, 1992 (filed as Exhibit 10.52 to the Registration Statement). 10.53 Owner's Consent to pledge by Gary S. Williky dated June 1, 1992 (filed as Exhibit 10.53 to the Registration Statement). 10.54 Promissory Note in the principal sum of $85,145.55 by and between LaTex Petroleum Corporation and ENPRO, Inc., dated June 1, 1992 (filed as Exhibit 10.54 to the Registration Statement). S-85 Exhibit Number Description Page - ------ ----------- ---- 10.55 Employment Contract by and between ENPRO, Inc., and Malcolm W. Henley dated June 1, 1992 (filed as Exhibit 10.55 to the Registration Statement). 10.56 Letter from LaTex Petroleum Corporation dated June 2, 1992, to Brumbaugh & Fulton amending lease agreements (filed as Exhibit 10.56 to the Registration Statement). 10.57 Letter Agreement by and between the LaTex Petroleum Corporation and Ed Wright dated July 6, 1992 (filed as Exhibit 10.57 to the Registration Statement). 10.58 Loan Agreement in the principal sum of $200,000 by and between LaTex Petroleum Corporation and First Texas Bank dated August 28, 1992 (filed as Exhibit 10.58 to the Registration Statement). 10.59 Promissory Note in the principal sum of $249,351 from I.B. Energy, Inc., to LaTex Petroleum Corporation dated June 1, 1992 (filed as Exhibit 10.59 to the Registration Statement). 10.60 Letter Agreement between LaTex Petroleum Corporation and I.B. Energy, Inc., dated September 30, 1992 (filed as Exhibit 10.60 to the Registration Statement). 10.61 Form of Share Escrow Agreement between Jeffrey T. Wilson, James G. Borem, the Registrant, and Bank of Oklahoma, National Association (filed as Exhibit 10.61 to the Registration Statement). 10.62 Agreement to Exchange Stock by and between the Registrant, Wright & Wright, Inc., Ed J. Wright, David L. Wright, and Phoenix Metals, Inc., dated September 24, 1992 (filed as Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1993 (the "1993 Form 10-K")). 10.63 Stock Purchase Agreement by and between the Herokas Foundation, James C. Hadsell and Zaskia Siefert-Hadsell, Howard Finley and the Registrant dated January 29, 1993 (filed as Exhibit 10.63 to the 1993 Form 10-K). 10.64 Stock Subscription Agreement by and between J.R. Bothe & Associates, Inc., and the Registrant dated January 29, 1993 (filed as Exhibit 10.64 to the 1993 Form 10-K). 10.65 Non-Competition Agreement dated February 10, 1993, between the Registrant and Philip J. Wade. (11) 10.66 Non-Competition Agreement dated February 10, 1993, between the Registrant and A. Dean Fuller. (12) 10.67 Registration Rights Agreement by and among the Registrant, Philip J. Wade, A. Dean Fuller, Robert R. Firth, Mark E. Repasky, Charles M. Kelley, Donald B. Pettine, and Steven L. Wilson dated February 10, 1993 (filed as Exhibit 10.67 to the 1993 Form 10-K). 10.68 Stock Subscription Agreement by and between Joseph Shoaf, an individual, and the Registrant dated March 25, 1993 (filed as Exhibit 10.68 to the 1993 Form 10-K). 10.69 Purchase and Sale Agreement between Mobil Exploration & Producing U.S., Inc., and Panada Exploration, Inc., dated as of January 15, 1993 (filed as Exhibit 10.69 to the 1993 Form 10-K). S-86 Exhibit Number Description Page - ------ ----------- ---- 10.70 Purchase and Sale Agreement by and between AMAX Oil & Gas, Inc., and LaTex Petroleum Corporation dated March 16, 1993 (filed as Exhibit 10.70 to the 1993 Form 10-K). 10.71 Loan Agreement among LaTex Petroleum Corporation, Panada Exploration, Inc., Panda Resources, Inc., and First Interstate Bank of Texas, N.A., dated April 15, 1993, together with exhibits (filed as Exhibit 10.71 to the 1993 Form 10-K). 10.72 Stock Subscription Agreement by and between the Registrant and Howard Finley dated May 10, 1993 (filed as Exhibit 10.72 to the 1993 Form 10-K). 10.73 Letter Agreement by and between Geodyne Resources, Inc., and the Registrant dated November 27, 1992 (filed as Exhibit 10.73 to the 1993 Form 10-K). 10.74 Letter Agreement by and between ARCO Tunisia, Inc., and Geodyne Tunisia Ltd. dated April 2, 1993 (filed as Exhibit 10.74 to the 1993 Form 10-K). 10.75 Agreement by and between Geodyne Tunisia Ltd. and Warren American Oil Company dated May 4, 1993 (filed as Exhibit 10.75 to the 1993 Form 10-K). 10.76 Operating Agreement among ARCO Tunisia, Inc., PICT Petroleum (Tunisia) Limited, and Geodyne Tunisia Ltd. dated July 9, 1993, but effective June 30, 1993 (filed as Exhibit 10.76 to the 1993 Form 10-K). 10.77 Letter Agreement by and between AMAX Oil and Gas, Inc., and LaTex Petroleum Corporation dated May 6, 1993 (filed as Exhibit 10.77 to the 1993 Form 10-K). 10.78 Promissory Note in the principal sum of $254,288.35 by and between LaTex Petroleum Corporation and AMAX Oil and Gas, Inc., dated May 6, 1993 (filed as Exhibit 10.78 to the 1993 Form 10-K). 10.79 Stock Purchase Agreement by and between Panda Resources, Inc., and Nuevo Liquids, Inc., dated as of July 16, 1993. (13) 10.80 Stock Purchase Agreement by and between the Registrant and Torch Energy Marketing, Inc., dated July 26, 1993. (14) 10.81 Letter Agreement between the Registrant and Waste Conversion Corporation dated August 3, 1993, as agreed to August 11, 1993 (filed as Exhibit 10.81 to the 1993 Form 10-K). 10.82 Agreement by and between the Registrant and Philip J. Wade dated September 22, 1993 (filed as Exhibit 10.82 to the 1993 Form 10-K). 10.83 Agreement by and between the Registrant and A. Dean Fuller dated September 22, 1993 (filed as Exhibit 10.83 to the 1993 Form 10-K). 10.84 Letter of LaTex Petroleum Corporation requesting consent of First Interstate Bank of Texas, N.A., dated September 23, 1993, together with consent of First Interstate Bank and exhibits (filed as Exhibit 10.84 to the 1993 Form 10-K). 10.85 Stock Subscription Agreement by and between the Registrant and Salaheddine Caid Essebsi dated October 8, 1993 (filed as Exhibit 10.85 to the 1993 Form 10-K). 10.86 Promissory Note in the principal sum of $25,000 by and between Malcolm W. Henley and LaTex Petroleum Corporation dated December 28, 1992 (filed as Exhibit 10.86 to the 1993 Form 10-K). S-87 Exhibit Number Description Page - ------ ----------- ---- 10.87 Promissory Note in the principal sum of $25,000 by and between Dewitt C. Shreve and LaTex Petroleum Corporation dated March 15, 1993 (filed as Exhibit 10.87 to the 1993 Form 10-K). 10.88 Promissory Note in the principal sum of $29,089 by and between Malcolm W. Henley and ENPRO, Inc., dated July 30, 1993, marked "Paid" (filed as Exhibit 10.88 to the 1993 Form 10-K). 10.89 Promissory Note in the principal sum of $5,000 by and between Malcolm W. Henley and ENPRO, Inc., dated September 28, 1993 (filed as Exhibit 10.89 to the 1993 Form 10-K). 10.90 Promissory Note in the principal sum of $250,000 by and between LaTex Resources International, Inc., and James G. Borem dated October 5, 1993 (filed as Exhibit 10.90 to the 1993 Form 10-K). 10.91 Promissory Note in the principal sum of $130,000 by and between LaTex Resources International, Inc., and Dewitt C. Shreve dated October 5, 1993 (filed as Exhibit 10.91 to the 1993 Form 10-K). 10.92 Promissory Note in the principal sum of $100,000 by and between the Registrant and James G. Borem dated October 21, 1993 (filed as Exhibit 10.92 to the 1993 Form 10-K). 10.93 Promissory Note in the principal sum of $30,000 by and between LaTex Resources International, Inc., and Dewitt C. Shreve dated February 2, 1994 (filed as Exhibit 10.73 to the Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1994 (the "1994 Form 10-K")). 10.94 Promissory Note in the principal sum of $50,000 by and between LaTex Resources International, Inc., and James G. Borem dated February 2, 1994 (filed as Exhibit 10.94 to the 1994 Form 10-K). 10.95 Promissory Note in the principal sum of $50,000 by and between the Registrant and James G. Borem dated February 15, 1994 (filed as Exhibit 10.95 to the 1994 Form 10-K). 10.96 Letter Agreement by and between LaTex Petroleum Corporation and Petroleum Discovery Systems, Inc., dated December 2, 1992, as agreed to December 3, 1992 (filed as Exhibit 10.96 to the 1994 Form 10-K). 10.97 Letter Agreement by and between the Registrant and J.R. Bothe & Associates, Inc., dated December 23, 1992 (filed as Exhibit 10. 97 to the 1994 Form 10-K). 10.98 Letter Agreement by and between LaTex Petroleum Corporation and Gulf Russia Ltd. dated December 27, 1992 (filed as Exhibit 10.98 to the 1994 Form 10-K). 10.99 Letter Agreement by and between the Registrant and Premier Capital Ltd. dated January 19, 1993, as agreed to January 29, 1993 (filed as Exhibit 10.99 to the 1994 Form 10-K). 10.100 Agreement and Plan of Merger by and among the Registrant, MOE Acquisition, Inc., Waste Conversion Corp., and Joseph W. Conerly dated November 17, 1993 (filed as Exhibit 10.100 to the 1994 Form 10-K). 10.101 1993 Incentive Stock Plan, effective December 8, 1993 (filed as Exhibit 10.101 to the 1994 Form 10-K). S-88 Exhibit Number Description Page - ------ ----------- ---- 10.102 First Amendment to Loan Agreement among LaTex Petroleum Corporation, Panada Exploration, Inc., and First Interstate Bank of Texas, N.A., dated October 1, 1993 (exhibits omitted) (filed as Exhibit 10.102 to the 1994 Form 10-K). 10.103 Second Amendment to Loan Agreement by and between LaTex Petroleum Corporation and First Interstate Bank of Texas, N.A., dated January 18, 1994 (exhibits omitted) (filed as Exhibit 10.103 to the 1994 Form 10-K). 10.104 Third Amendment to Loan Agreement by and between LaTex Petroleum Corporation and First Interstate Bank of Texas, N.A., dated July 26, 1994, (filed without exhibits) (filed as Exhibit 10.104 to the 1994 Form 10-K). 10.105 Purchase and Sale Agreement by and among LaTex Petroleum Corporation, LoIn Energy, Inc., and Swift Energy Company dated as of January 14, 1994. (15) 10.106 Offshore Securities Subscription Agreement by and between the Registrant and Brentwood Financial Ltd. dated January 28, 1994 (filed as Exhibit 10.106 to the 1994 Form 10-K). 10.107 Offshore Securities Subscription Agreement by and between the Registrant and Investment Development Corporation dated January 28, 1994 (filed as Exhibit 10.107 to the 1994 Form 10-K). 10.108 Offshore Securities Subscription Agreement by and between the Registrant and Gilford Manor Ltd. dated January 28, 1994 (filed as Exhibit 10.108 to the 1994 Form 10-K). 10.109 Offshore Securities Subscription Agreement by and between the Registrant and Tesoma Overseas, Inc., dated January 28, 1994 (filed as Exhibit 10.109 to the 1994 Form 10-K). 10.110 Warrant Certificate for purchase of the Registrant's common stock issued to Baytree Associates, Inc., dated January 26, 1994 (filed as Exhibit 10.110 to the 1994 Form 10-K). 10.111 Purchase and Sale Agreement by and between LaTex Petroleum Corporation and Confed Oil Incorporated dated August 10, 1994 (filed as Exhibit 10.111 to the 1994 Form 10-K). 10.112 Credit Agreement dated as of March 31, 1995, among Bank of America National Trust and Savings Association, LaTex Petroleum Corporation, LaTex/GOC Acquisition, Inc., and LRI Acquisition, Inc. (20) 10.113 Amended and Restated Credit Agreement dated as of October 20, 1995, among Bank of America National Trust and Savings Association, LaTex Petroleum Corporation, LaTex/GOC Acquisition, Inc., and Germany Oil Company (formerly known as LRI Acquisition, Inc.) (filed as Exhibit 10.113 to the Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1995 (the "1995 Form 10-K")). *10.114 Amendment No. 1 to Amended and Restated Credit Agreement dated December 29, 1995, among Bank of America National Trust and Savings Association, LaTex Petroleum Corporation, LaTex/GOC Acquisition, Inc., and Germany Oil Company (formerly known as LRI Acquisition, Inc.). S-89 Exhibit Number Description Page - ------ ----------- ---- *10.115 Amendment No. 2 to Amended and Restated Credit Agreement dated August 16, 1996, among Bank of America National Trust and Savings Association, LaTex Petroleum Corporation, LaTex/GOC Acquisition, Inc., and Germany Oil Company (formerly known as LRI Acquisition, Inc.). *10.116 Forbearance Agreement dated July 25, 1996, among Bank of America National Trust and Savings Association, LaTex Petroleum Corporation, LaTex/GOC Acquisition, Inc., Germany Oil Company (formerly known as LRI Acquisition, Inc.), Enpro, Inc., and the Registrant. *10.117 Agreement and Plan of Merger dated August 12, 1996, among Alliance Resources Plc, Alliance Resources (Delaware), Inc., and the Registrant. *10.118 Purchase Agreement dated September 30, 1996, between the Registrant and Imperial Petroleum, Inc. *10.119 Letter Agreement dated November 27, 1995, among Rauscher Pierce & Clark, Inc., Rauscher Pierce & Clark Limited, and the Registrant. *10.120 Letter Agreement dated April 23, 1996, between Wood Roberts, LLC, and the Registrant. *10.121 Letter Agreement dated July 22, 1996, between Wood Roberts, LLC, and the Registrant. *10.122 Letter Agreement dated July 22, 1996, between Wood Roberts, LLC, and the Registrant. *10.123 Settlement Agreement dated as of December 7, 1995, among Torch Energy Marketing, Inc., Nuevo Liquids, Inc., Panda Resources, Inc., Wilson Tucker & Associates, Steve Wilson, an individual, and the Registrant. *10.124 Settlement Agreement dated as of June 6, 1996, between Northern Natural Gas Company and the Registrant. *10.125 Letter Agreement dated November 8, 1996 between Rauscher, Pierce & Clark and the Registrant. *10.126 First Amendment to Forbearance Agreement dated October 15, 1996 among Bank of America National Trust and Savings Association, LaTex Petroleum Corporation, LaTex/GOC Acquisition, Inc., Germany Oil Company (formerly known as LRI Acquisition, Inc.), ENPRO, Inc. and the Registrant. 11 Statement re: computation of per share earnings. Not applicable. 12 Statement re: computation of ratios. Not applicable. 13 Annual Report to security holders, Form 10-Q, or quarterly report to security holders. Not applicable. 16.1 Letter of Registrant dated November 1, 1991 informing Lane, Gorman, Trubitt and Company of change in certifying accountants to Jackson, Brophy and Company. (8) 16.2 Letter of Registrant's counsel dated April 10, 1992 informing Jackson, Brophy and Company of change in certifying accountants to Briscoe and Robinson Co. (9) 18 Letter re: change in accounting principles. Not applicable. S-90 Exhibit Number Description Page - ------ ----------- ---- 21 Subsidiaries of the Registrant (filed as Exhibit 21 to the 1995 Form 10-K). 22 Published report regarding matters submitted to vote of security holders. Not applicable. *23.1 Consent of Briscoe & Burke *23.2 Consent of Lee Keeling and Associates, Inc. 24 Power of Attorney. Not applicable. 27 Financial Data Schedule. Not applicable. 28 Information from reports furnished to state insurance authorities. Not applicable. 99.1 Estimates of Reserves by Netherland, Sewell & Associates, Inc., dated January 1, 1991, regarding oil and gas reserves of the Registrant (filed as Exhibit 28.1 to the Registration Statement). 99.2 Estimates of Reserves by Netherland, Sewell & Associates, Inc., dated July 31, 1991, regarding oil and gas reserves of the Registrant (filed as Exhibit 28.2 to the Registration Statement). 99.3 Estimates of Reserves by Netherland, Sewell & Associates, Inc., dated January 1, 1992, regarding oil and gas reserves of the Registrant (filed as Exhibit 28.3 to the Registration Statement). 99.4 Estimates of Reserves by Netherland, Sewell & Associates, Inc., dated July 31, 1992, regarding oil and gas reserves of the Registrant (filed as Exhibit 28.4 to the Registration Statement). 99.5 Estimates of Reserves by Netherland, Sewell & Associates, Inc., dated September 7, 1993; regarding oil and gas reserves of the Registrant (filed as Exhibit 99.5 to the 1993 Form 10-K). 99.6 Estimates of Reserves by Netherland, Sewell & Associates, Inc., dated October 21, 1994, regarding oil and gas reserves of the Registrant (filed as Exhibit 99.6 to the 1994 Form 10-K). 99.7 Estimates of Reserves by Netherland, Sewell & Associates, Inc., dated November 3, 1995, regarding oil and gas reserves of the Registrant as of July 31, 1995 (filed as Exhibit 99.7 to the 1995 Form 10-K). *99.8 Estimates of reserves by Lee Keeling and Associates, Inc. dated October 30, 1996 regarding oil and gas reserves of the Registrant as of July 31, 1996. - ------------------------------ * Filed herewith (1) Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 1992. (2) Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 1992. (3) Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 1992. (4) Incorporated herein by reference to Exhibit 2.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 1992. S-91 (5) Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 1992. (6) Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 1992. (7) Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 1992. (8) Incorporated herein by reference to Exhibit 16.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 1991, and subsequently amended under cover of Form 8 Amendment No. 2 filed with the Commission on May 1, 1992, and Form 8 Amendment No. 3 filed with the Commission on May 26, 1992. (9) Incorporated herein by reference to Exhibit 16.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 1992, and subsequently amended under cover of Form 8 filed with the Commission on May 26, 1992. (10) Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 1993, and subsequently amended under cover of Form 8 Amendment No. 1 filed with the Commission on April 26, 1993, and Form 8 Amendment No. 2 filed with the Commission on May 20, 1993. (11) Incorporated herein by reference to Exhibit 28.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 1993, and subsequently amended under cover of Form 8 Amendment No. 1 filed with the Commission on April 26, 1993, and Form 8 Amendment No. 2 filed with the Commission on May 20, 1993. (12) Incorporated herein by reference to Exhibit 28.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 1993, and subsequently amended under cover of Form 8 Amendment No. 1 filed with the Commission on April 26, 1993, and Form 8 Amendment No. 2 filed with the Commission on May 20, 1993. (13) Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 9, 1993, and subsequently amended under cover of Form 8 Amendment No. 1 filed with the Commission on October 12, 1993. (14) Incorporated herein by reference to Exhibit 2.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 9, 1993, and subsequently amended under cover of Form 8 Amendment No. 1 filed with the Commission on October 12, 1993. (15) Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 1994. (16) Incorporated herein by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 1995. (17) Incorporated herein by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 1995. (18) Incorporated herein by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 1995. (19) Incorporated herein by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 1995. (20) Incorporated herein by reference to Exhibit 28.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 1995. S-92 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LaTex Resources, Inc. Date: November 29, 1996 /s/ Jeffrey T. Wilson ----------------------------------------- Jeffrey T. Wilson, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date - --------- ----- ---- /s/ Jeffrey T. Wilson Director, Chairman of the November 29, 1996 - ------------------------ Board, President and Chief Jeffrey T. Wilson Executive Officer (Principal Executive Officer) /s/ John L. Cox Director, Vice President and November 29, 1996 - ------------------------ Chief Financial Officer John L. Cox /s/ Malcolm W. Henley Director and Vice November 29, 1996 - ------------------------ President of Marketing Malcolm W. Henley - -------------------- Director November ___, 1996 John R. Martinson S-93 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 20. Indemnification of Directors and Officers. English law does not permit a company to indemnify a director or an officer of the company against any liability which by virtue of any rule of law would otherwise attach to him in respect to negligence, default, breach of duty or breach of trust in relation to the company except liability incurred by such director or officer in defending any legal proceeding (whether civil or criminal), in which judgment is given in his favor or in which he is acquitted or in certain instances where, although he is liable, a court finds that such director or officer acted honestly and reasonably and that, having regard to all the circumstances, he ought fairly to be excused and relief is granted by the court. Article 175(b) of the Registrant's Articles of Association provides: To the extent permitted by the statutes, the Directors may arrange insurance cover at the cost of the Company in respect of any liability, loss or expenditure incurred by any Director, officer or auditor of the Company in relation to anything done or alleged to have been done as a Director, officer or auditor. The relevant provision of the Statutes is Section 310 of the Companies Act 1985 which provides: (1) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise, for exempting any officer of the company or any person (whether an officer or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company. (2) Except as provided by the following subsection, any such provision is void. (3) This section does not prevent a company -- (a) from purchasing and maintaining for any such officer or auditor insurance against any such liability, or (b) from indemnifying any such officer or auditor against any liability incurred by him -- (i) in defending any proceedings (whether civil or criminal) in which judgment is given in his favor or he is acquitted, or (ii) in connection with any application under Section 144(3) or (4) (acquisition of shares by innocent nominee) or Section 727 (general power to grant II-1 relief in case of honest and reasonable conduct) in which relief is granted by the court. The Registrant's directors and officers are insured against certain liabilities which they may incur in their capacity as such under a liability insurance policy carried by the Registrant. Item 21. Exhibits and Financial Statement Schedules. (a) Exhibits. The following documents are filed as a part of this registration statement. Those exhibits previously filed and incorporated herein by reference are identified below by asterisks. Exhibit Description ------- ----------- 2.1 -- Agreement and Plan of Merger by and among Alliance Resources Plc, Alliance Resources (Delaware), Inc. and LaTex Resources, Inc., dated August 12, 1996 (attached as Appendix B to the Prospectus and Proxy Statement included as a part of this Registration Statement). 2.2* -- Form of Proxy for Special Meeting of LaTex Resources, Inc. 3.1 -- Memorandum of Association of Alliance Resources Plc 3.2 -- Articles of Association of Alliance Resources Plc 5.1* -- Opinion of Ashurst Morris Crisp 10.1 -- Executive Service Agreement between Alliance Resources Plc and John A. Keenan dated October 15, 1996. 10.2 -- Executive Service Agreement between Alliance Resources Plc and Paul R. Fenemore dated September 20, 1996. 10.3 -- Executive Service Agreement between Alliance Resources Plc and H. Brian K. Williams dated December 16, 1996. 22.1 -- Subsidiaries 24.1* -- Consent of KPMG Audit Plc. 24.2* -- Consent of Ashurst Morris Crisp (included in their opinion filed as Exhibit 5.2). 24.3* -- Consent of Wood Roberts LLC. 25.1 -- Power of Attorney (contained on the Signature Page of this Registration Statement). - ------------ * To be filed by amendment. (b) Financial Statement Schedules Not applicable. (c) Reports, Opinions or Appraisals Form of opinions of Wood Roberts LLC (attached as Appendix C to the Proxy Statement included in this registration statement). Item 22. Undertakings. The undersigned Registrant hereby undertakes: II-2 (1) To file, during any period which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (5) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (6) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned Registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable II-3 registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. The Registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes: (i) to respond to requests for infomration that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated docuemtns by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above include information contained in documents filed subsequent to the effective date of the registration statement through the date of rsponding to the request. The undersigned registrant hereby undertakes to supply by menas of a post- effective amendment all information concerning a transaction and the company being acquired involved therein, that was nto the subject of and included in the registration statement when it became effective. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December ___, 1996. ALLIANCE RESOURCES PLC (Registrant) By:___________________________________ John A. Keenan, Managing Director II-5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints John A. Keenan, H. Brian K. Williams, Paul R. Fenemore, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all pre-effective and post-effective amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming that each of said attorneys-in-fact and agents or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- ______________________ Managing Director December ____, 1996 John A. Keenan ______________________ Financial Director December ____, 1996 H. Brian K. Williams ______________________ Director of Operations and December ____, 1996 Paul R. Fenemore Business Development ______________________ Director December ____, 1996 Stanley Robinson ______________________ Director December ____, 1996 Christopher Samuelson ______________________ Director Chairman, December ____, 1996 D. Patrick Maley ______________________ Director December ____, 1996 William Kennedy ______________________ Director December ____, 1996 Philip Douglas II-6 EX-3.1 2 MEMORANDUM OF ASSOCIATION EXHIBIT 3.1 THE COMPANIES ACT 1985 AND 1989 A PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF MERGECLAIM P.L.C. (to be renamed ALLIANCE RESOURCES PLC) (as altered by Special Resolution passed on 5th December, 1990) 1. The name of the Company is "MERGECLAIM PUBLIC LIMITED COMPANY". 2. The Company is to be a public company. 3. The registered office of the Company will be situated in England. 4./1/ The objects for which the Company is established are:- (A) To carry on business as a holding company and to acquire and hold shares, stocks, debentures, debenture stocks, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature and wherever constituted or carrying on business, and shares, stocks, bonds, obligations and other securities issued or guaranteed by any government, sovereign ruler, commissioners, trust, local authority or other public body, whether at home or abroad, and to vary, transpose, dispose of or otherwise deal with from time to time as may be considered expedient any of the Company's investments for the time being. (B) To co-ordinate the administration, policies, management, supervision, control, research, planning, trading and any and all other activities of and to act as financial advisers and consultants to, and to re-organise, finance and to aid and assist financially or otherwise, any Group Member, namely any company, group of companies, partnership, joint venture, consortium or any other business association of any kind now or hereafter formed or incorporated or acquired which may be or be about to be or become in any way, and whether directly or indirectly, related to or associated with the Company and wherever situated; and in this Clause 4 any reference to a Group Member is a reference to such a company, group of companies, partnership, joint venture, consortium or other business association. (C) to carry on business as a general commercial company. _____________________ /1/ Clause 4 was altered by Special Resolution passed on 5th December, 1990. (D) to borrow or raise or secure the payment of money in such manner as the Company shall think fit and whether for the benefit of the Company or of the Company or of any Group Member, and in particular by, but not limited to, the issue of debentures or debenture stock (perpetual or otherwise) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the Company's property (both present and future), including its uncalled capital, and to purchase, redeem or pay off any such securities and also by similar mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake. (E) To establish or acquire, whether in the United Kingdom or elsewhere, one or more financing companies or other entities to assist in financing the activities of the Company or of any Group Member. (F) To employ the funds of the Company in the development and expansion of the business of the Company and all or any of the Group Members and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or of any Group Member or of any other business activity ancillary thereto or which can be conveniently carried on in connection therewith. (G) To acquire any such shares, stocks and other securities and investments before mentioned by subscription, syndicate participation, tender, purchase, exchange or otherwise and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof. (H) To sell, assign, realise, vary, surrender, exchange or dispose of any property of any kind or investments for the time being of the Company, whether for consideration or no consideration, if from time to time it shall be found necessary, desirable, expedient or advisable so to do. (I) To pay for any business or other property or any shares, stocks, securities or rights of any kind acquired by the Company or any Group Member either in cash or shares, with or without any preferred or deferred rights, or by any securities which the Company has power to issue, or partly in one mode and partly in another and generally on such terms as the Company may determine. (J) To acquire by purchase, lease, exchange or otherwise and hold by way of investment land, buildings or other structures thereon, land covered by water, and any estate, interest, easement, servitude or right in or over such land, buildings or structures and any real or immovable property of any tenure or description in the United Kingdom or elsewhere in any part of the world. (K) To build, construct, maintain, alter, enlarge, pull down and remove or replace any buildings, factories, mills, offices, works, wharves, roads, railways, tramways, machinery, engines, walls, fences, banks, dams, sluices or watercourses, and to clear sites for the same, or to join with 2 any person, firm or company in doing any of the things aforesaid, and to work, manage and control the same, or join with others in so doing. (L) To carry on any commercial, industrial or financial business or undertaking whether as investors, developers, dealers, promoters, manufacturers, engineers, financiers, concessionaires, contractors, wholesalers, retailers, factors, agents or otherwise in any manner. (M) To hold, acquire, undertake and carry on the whole or any part of the business, property and liabilities of any company carrying on any business which the Company is authorised to carry on or possess, or which may seem to the Company capable of being conveniently carried on or calculated directly or indirectly to enhance the value of or render profitable any of the Company's investments, property or rights or any investments or property suitable for the purposes of the Company or of any Group Member. (N) To enter into any arrangement with any governments or authorities (supreme, municipal, local or otherwise) or any corporations, companies or persons that may seem conducive to the Company's objects or any of them, and to obtain from any such government, authority, corporation, company or person any charters, contracts, decrees, rights, privileges and concessions which the Company may think desirable, and to carry out, exercise and comply with any such charters, contracts, decrees, rights, privileges and concessions. (O) To enter into partnership or into any arrangement for sharing profits, union or interests, co-operation, joint venture, reciprocal concession or otherwise with any company or person, or with any employees of the Company or of any Group Member, including in such case if thought fit the conferring of a participation in the management or its directorate, and to give to any company or person special rights or privileges in connection with or control over the Company or any Group Member, and in particular the right to nominate one or more Directors of this Company or any Group Member. (P) To guarantee payment or performance of any debts, contracts or obligations, or provide security, with or without consideration, whether by direct obligation or covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by both such methods or by any other manner, for any Group Member and any other person, firm or company, and to give indemnities for itself, any Group Member and any other person, firm or company, for any purpose whatsoever. (Q) To promote any other company for the purpose of acquiring all or any of the property and liabilities of the Company or of any Group Member, or of any undertaking, business or operations which may appear likely to assist or benefit the Company or of any Group Member or to enhance the value of any property or business of the Company or of any Group Member and to place or guarantee the placing of, underwrite, subscribe for or otherwise acquire all or any part of the shares or securities or any such company aforesaid, or for any other purpose which may seem directly or indirectly calculated to benefit the Company or any Group Member. 3 (R) To pay out of the funds of the Company all expenses which the Company may lawfully pay for or incident to the formation, registration and advertising of or raising money for the Company, and the issue of its capital or for contributing to or assisting any issuing house or firm or person either issuing or purchasing with a view to issue all or any part of the Company's capital, in connection with the advertising of offering the same for sale or subscription, including brokerage and commissions for obtaining applications for or taking, placing or underwriting or procuring the underwriting of shares, debentures or debenture stock, and to apply at the cost of the Company to Parliament for any extension of the Company's power. (S) To receive money on deposit upon such terms as the Company may approve. (T) To invest and deal with the moneys of the Company in such manner as may from time to time be determined. (U) To lend and advance money or to give credit to such persons and on such terms as may seem expedient, and in particular to customers and others having dealings with the Company or any Group Member, and to guarantee the performance of contracts by any such persons. (V) To remunerate any person, firm or company for services rendered or to be rendered, in marketing selectively or otherwise, or assisting to market, or guaranteeing the marketing or procuring the underwriting or any of the shares, debentures or other securities of the Company or of any Group Member or in or about the conduct of the business of the Company whether by cash payment or by the allotment of shares or securities of the Company credited as paid up in full or in part, or otherwise. (W) To purchase with a view to closing or re-selling or otherwise dealing with in whole or in part any business or properties which may be deemed likely to injure in any way any business or branch of business which the Company or any Group Member is authorised to carry on. (X) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of lading, warrants, debentures and other negotiable and transferable instruments. (Y) To sell or dispose of the undertaking of the Company, or any part thereof either together or in portions, for such consideration (if any) as the Company may think fit, and, in particular, for shares, whether fully or partly paid up, debentures or securities of any other company. (Z) To adopt such means of making known the assets, products and services of the Company or any Group Members may seem expedient, and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations. (AA) To establish, support or subscribe to or aid in the establishment of any charitable, political or public object or entity and any association, institution, society, club, fund, trust or convenience which may be in the interest of or for the benefit of the Company or any Group Member or its or their employees or ex-employees, or the employees of its or their 4 predecessors in business, or may be connected with any town or place where the Company or any Group Member carries on or intends to carry on business. (BB) To grant pensions, gratuities, bonuses or charitable aid to any officers, ex-officers, employees or ex-employees of the Company or any Group Member or to any other person or persons who may have served the Company or any Group Member or its or their predecessors in business, or to the wives, children or other relatives or dependants of such persons; to make payments towards insurance and to form and contribute for the benefit of any persons employed by or ex-employees of the Company or any Group Member or their wives, children or other dependants, or by its predecessors in business, and to subsidise or assist any association of employers or employees, or any trade association; and to establish and maintain or concur in establishing and maintaining any share option or share incentive or profit sharing schemes or trusts, funds or scheme (whether contributory or non-contributory) for the benefit of any such persons as aforesaid, their dependants or connections, and to support or subscribe to any charitable funds or institutions, the support of which may, in the opinion of the Directors, be calculated directly to benefit in any way the Company or any Group Member or its or their employees, and to institute and maintain any club or other establishment or profit-sharing scheme calculated to advance the interests of the company or any Group Member or its or their officers or employees. (CC) To obtain any Provisional Order or Act of Parliament for enabling the Company or any Group Member to carry any of its objects into effect or for effecting any modification of the Company's constitution or for any other purposes which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests or the interests of any Group Member. (DD) To establish, grant and take up agencies in any part of the world, and to act as agents or brokers or trustees for any person, firm or company, and to undertake and perform subcontracts and also to act in any of the business of the Company or of any Group Member in any part of the world, and as principals or through or by means of agents, brokers, subcontractors or others, and to remunerate any person in connection with the establishment or granting of such agencies. (EE) To distribute among the members of the Company in specie any of the property of the Company, and in particular any shares, debentures, debenture stock or securities of other companies belonging to the Company or of which the Company may have the power of disposing. (FF) To amalgamate with any other company having objects altogether or in part similar to those of this Company. (GG) To apply for, or join in applying for, purchase or by other means acquire and protect, prolong and renew, sell or otherwise dispose of, whether in the United Kingdom or elsewhere, any patents, patent rights, brevets d' invention, licences, trademarks, know-how, protections and concessions which may appear likely to be advantageous or useful to the Company or any Group Member, and to use and turn to account and to manufacture under or grant licences 5 or privileges in respect of the same, and to expend money in experimenting upon and testing and making researches, inventions or rights which the Company or any Group Member may acquire or propose to acquire. (HH) To make such arrangements for housing of any of the employees of the Company or any Group Member or of any of its or their tenants either by the erection of dwellings or by entering into arrangements with any Government or public or local authorities or companies or persons for such erection or othewise as may seem expedient and upon such terms and conditions as may be determined, and to construct, maintain, improve, develop, work, control and manage any waterworks, gas works, electricity supply works, public vehicles or tramways, restaurants, baths, places of worship, places of amusement or instruction, pleasure grounds, parks, gardens, reading rooms, stores, shops, diaries and other works and conveniences which the Company may think advisable in connection with the housing of any of such employees or tenants of or the development of its land and property. (II) To do all such things as are incidental to or conducive to the attainment of the above objects, or any of them or to any of the objects of any Group Member and to all or any of the above in any part of the world. And it is hereby declared that: (1) the word "company" in this Clause shall be deemed to include any person or partnership or business association or other body of persons whether domiciled in the United Kingdom or elsewhere; (2) words denoting the singular only shall include the plural and vice versa; and (3) the objects specified in each paragraph of this Clause shall, except where othewise expressed in such paragraph, be regarded as independent objects and in nowise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company. 5. The liability of the members is limited. 6. The share capital of the company is (Pounds)2,500,000 divided into 25,000,000 shares of 10 pence each.* _________________________ * The original share capital of the Company was (Pounds)100,000 divided into 100,000 shares of (Pounds)1 each. It was sub-divided into shares of 10 pence each and then increased to (Pounds)2,500,000 on 5th December, 1990. 6 WE, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum; and we agree to take the number of shares shown opposite our respective names. _______________________________________________________________________________ NAMES AND ADDRESSES OF SUBSCRIBERS Number of shares taken by each Subscriber _______________________________________________________________________________ 1. For and on behalf of One Instant Companies Limited 2 Baches Street London N1 6U 2. For and on behalf of One Swift Incorporations Limited 2 Baches Street London N1 6UB ____ Total shares taken Two ______________________________________________________________________________ DATED 10th August 1990 WITNESS to the above Signatures:- Terry Jayne, 2 Baches Street London N1 6UB 7 EX-3.2 3 ARTICLES OF ASSOCIATION (ALLIANCE RESOURCES) Exhibit 3.2 THE COMPANIES ACTS 1985 AND 1989 ---------------------------------- A PUBLIC COMPANY LIMITED BY SHARES ---------------------------------- ARTICLES OF ASSOCIATION OF MERGECLAIM PUBLIC LIMITED COMPANY (to be renamed Alliance Resources PLC) (adopted by Special Resolution passed on 5th December, 1990) TABLE OF CONTENTS
Subject Article Page - ------- No. No. --- --- I. PRELIMINARY............................................................................... 1 Application.......................................................................... 1 1 Interpretation....................................................................... 2 1 II. CAPITAL................................................................................... 4 A. ISSUES AND RIGHTS................................................................... 4 Authorised share capital........................................................ 3 4 Alterations of share capital.................................................... 4 5 Purchase and redemption of the Company's shares................................. 5 5 Issue of shares with special rights............................................. 6 5 Variation of rights attaching to a class of shares.............................. 7 5 Special rights not varied by an issue of further shares of the class............ 8 6 Financial assistance for the acquisition of the Company's shares................ 9 6 Disqualification from voting - unpaid calls - non-compliance with statutory requirements - statutory rights and court orders not affected................. 10 6 B. ALLOTMENT OF SHARES................................................................ 8 Allotment of shares............................................................. 11 8 Power to pay commission......................................................... 12 8 Trusts not to be recognised..................................................... 13 8 Issue of warrants............................................................... 14 9 C. CERTIFICATES....................................................................... 9 Form of share certificate and method of sealing................................. 15 9 Number of joint holders......................................................... 16 9 Period for the issue of share certificates...................................... 17 10 Balance certificates............................................................ 18 10 Issue of replacement certificates............................................... 19 10 Certificates for debentures and other securities................................ 20 11 Uncertificated shares and other securities...................................... 21 11 D. LIEN............................................................................... 11 Company's lien on partly-paid shares including dividends........................ 22 11 Enforcement of lien - application of sale proceeds - sale transfer and good title of transferee to shares........................................ 23 11 E. CALLS ON SHARES.................................................................... 12 Board may make calls............................................................ 24 12 When a call is deemed to be made................................................ 25 12 Liabilities of joint holders.................................................... 26 12 Interest on unpaid calls........................................................ 27 12 Deemed calls.................................................................... 28 13 Board's power to differentiate.................................................. 29 13 Payment up in advance of calls.................................................. 30 13
(i)
Subject Article Page - ------- No. No. --- --- F. FORFEITURE OF SHARES............................................................... 13 Service of notice requiring payment of unpaid calls............................. 31 13 Contents of call notice......................................................... 32 13 Forfeiture...................................................................... 33 14 Service of notice of forfeiture................................................. 34 14 Forfeited shares to become the Company's property............................... 35 14 Former holders liability for unpaid calls....................................... 36 14 Statutory declaration as evidence............................................... 37 15 G. TRANSFER OF SHARES................................................................. 15 Transfers to be in Writing in usual common form................................. 38 15 No transfer fees payable........................................................ 39 15 No registration fees payable.................................................... 40 15 Execution of transfers.......................................................... 41 15 Board's power of refusal........................................................ 42 16 General conditions as to transfer............................................... 43 16 Temporary suspension of the registration of transfers........................... 44 16 Company to retain transfers and related documents............................... 45 16 Renunciation of allotment....................................................... 46 17 H. TRANSMISSION OF SHARES............................................................. 18 Surviving joint holders or personal representatives alone recognised............ 47 18 Person becoming entitled on death or bankruptcy................................. 48 18 Person electing to be registered required to notify............................. 49 18 Rights of persons entitled by transmission...................................... 50 18 I. UNTRACED SHAREHOLDERS.............................................................. 19 Power to sell shares............................................................ 51 19 J. STOCK.............................................................................. 20 Conversion of shares into stock................................................. 52 20 Rights and privileges of stockholders........................................... 53 20 Conditions as to transfer of stock.............................................. 54 20 Interpretation of "stock" and "stockholder"..................................... 55 21 K. ALTERATIONS OF CAPITAL............................................................. 21 Consolidation, sub-division, cancellation and reduction......................... 56 21 Treatment of resulting fractional entitlements.................................. 57 21 III. GENERAL MEETINGS......................................................................... 22 A. MEETINGS AND NOTICES................................................................ 22 Annual general meeting.......................................................... 58 22 Extraordinary general meetings.................................................. 59 22 Length of notice................................................................ 60 22 Short notice.................................................................... 61 23 Notice of right to appoint a proxy.............................................. 62 23
(ii)
Subject Article Page - ------- No. No. --- --- Notice members' resolutions upon requisition.................................... 63 23 Accidental omission or non-receipt.............................................. 64 23 B. PROCEEDINGS AT GENERAL MEETINGS..................................................... 23 Quorum - overflow meetings...................................................... 65 23 Lack of quorum adjournment or dissolution....................................... 66 24 Chairman........................................................................ 67 24 Adjournment..................................................................... 68 24 Amendments to resolutions....................................................... 69 25 Manner of decision.............................................................. 70 25 Proxy empowered to demand a poll................................................ 71 25 Objections to the qualification of a voter or to votes and errors in counting votes etc............................................................ 72 25 Manner of and place for taking a poll........................................... 73 26 Chairman's casting vote......................................................... 74 26 When a poll has to be taken..................................................... 75 26 Notice of a poll................................................................ 76 26 Continuance of other business................................................... 77 26 Demand for a poll may be withdrawn.............................................. 78 27 C. VOTES OF MEMBERS.................................................................... 27 Voting rights................................................................... 79 27 Voting by joint holders......................................................... 80 27 Member of unsound mind may vote personal representative......................... 81 27 Proxy may vote on a poll........................................................ 82 28 Member need not cast his votes all in same way.................................. 83 28 Execution of a form of proxy.................................................... 84 28 Proxy need not be a member...................................................... 85 28 Deposit of proxy - duration of validity......................................... 86 28 Form of proxy instrument........................................................ 87 28 Board to send out instruments of proxy.......................................... 88 29 Validity of vote given by proxy................................................. 89 29 D. CORPORATIONS ACTING BY REPRESENTATIVES.............................................. 29 A corporate member may appoint a representative................................. 90 29 Directors entitled to attend and speak at meetings.............................. 91 29 IV. DIRECTORS................................................................................ 30 A. NUMBER AND REMUNERATION OF DIRECTORS................................................ 30 Number of Directors............................................................. 92 30 No share qualification.......................................................... 93 30 Remuneration of Directors....................................................... 94 30 Expenses........................................................................ 95 30 B. POWERS AND DUTIES OF DIRECTORS...................................................... 30 Board to manage the business of the Company..................................... 96 30
(iii)
Subject Article Page - ------- No. No. --- --- Local boards................................................................... 97 31 Appointment of attorneys and agents............................................ 98 31 Overseas branch registers...................................................... 99 31 Limit on borrowings............................................................ 100 31 Power of Board to delegate power to make calls................................. 101 34 Signing cheques and similar instruments........................................ 102 34 C. INTERESTS OF DIRECTORS............................................................. 34 Other office or place of profit - power to act in a professional capacity...... 103 34 Contracts with the Company - disclosure of interest............................ 104 34 Restriction upon voting - quorum............................................... 105 35 Offices and employment - ruling on materiality - notice by Director of his interest................................................... 106 36 Disapplication of Articles 105 and 106 (a)..................................... 107 37 Company not to make loans, quasi-loans or enter into credit transactions....... 108 37 Director's places of profit in other companies................................. 109 38 Pension and superannuation funds - employees' share schemes - charitable subscriptions..................................................... 110 38 Power to make provision for employees.......................................... 111 39 D. VACATION OF OFFICE OF DIRECTOR..................................................... 39 Vacation of office............................................................. 112 39 E. MANAGING AND EXECUTIVE DIRECTORS................................................... 40 Appointment of Managing and Executive Directors................................ 113 40 Remuneration for special or additional services................................ 114 40 Powers of Directors holding executive office................................... 115 40 F. ROTATION AND REMOVAL OF DIRECTORS.................................................. 41 One-third of the Directors to retire annually.................................. 116 41 Retiring Director to hold office until dissolution of meeting.................. 117 41 Directors who are to retire by rotation........................................ 118 41 When a retiring Director is deemed re-appointed................................ 119 41 Each re-appointment to be voted on separately.................................. 120 42 Notice required of an intention to propose a new Director...................... 121 42 Increase or reduction in permitted number of Directors......................... 122 42 Appointment of Director to fill a casual vacancy............................... 123 42 Removal of Director by ordinary resolution..................................... 124 42 G. ALTERNATE DIRECTORS................................................................ 43 Appointment and Revocation - approval of alternate by the Director - remuneration.................................................... 125 43 H. PROCEEDINGS OF DIRECTORS........................................................... 44 Meetings of the Board - determination of questions............................. 126 44 Quorum and attendance by telephone............................................. 127 44
(iv)
Subject Article Page - ------- No. No. --- --- Restricted powers of Directors if less than prescribed minimum................. 128 45 Chairman of the Board.......................................................... 129 45 Validity of written resolution................................................. 130 45 Powers of quorum of Board...................................................... 131 46 Delegation of powers to Director............................................... 132 46 Appointment of committee of Board.............................................. 133 46 Proceedings of committee of Board.............................................. 134 46 Validity of acts of Board, etc................................................. 135 46 I. MINUTES............................................................................ 47 Minutes........................................................................ 136 47 J. SECRETARY.......................................................................... 47 Appointment and acts of Secretary.............................................. 137 47 K. THE SEAL........................................................................... 47 Custody and use of the Seal.................................................... 138 47 Official seal for use overseas................................................. 139 48 L. AUTHENTICATION OF DOCUMENTS........................................................ 48 Authentication of documents by Directors, Secretary; etc....................... 140 48 V. DIVIDENDS AND DISTRIBUTIONS............................................................. 49 Distribution of profits........................................................ 141 49 Dividends only payable on paid up and called up capital........................ 142 49 Interim dividends.............................................................. 143 49 Record dates................................................................... 144 50 Deduction of unpaid calls...................................................... 145 50 Unclaimed dividends............................................................ 146 50 Dividend warrants.............................................................. 147 50 Any joint holder may give receipt for a dividend............................... 148 51 Dividends to untraced shareholders............................................. 149 51 Dividend in specie............................................................. 150 51 Scrip dividends................................................................ 151 52 VI. RESERVES................................................................................ 53 Board power to carry profits to reserve - investment of reserves - carry forward of profits................................................. 152 53 VII. CAPITALISATION OF PROFITS............................................................... 53 Capitalisation issue........................................................... 153 53 Board to effect capitalisations................................................ 154 55 VIII. ACCOUNTS AND AUDIT...................................................................... 55 Keeping of accounts and retention and location of accounting records........... 155 55 Accounts to be laid before general meetings.................................... 156 56
(v)
Subject Article Page - ------- No. No. --- --- Auditors' report.............................................................. 157 56 Deliver of reports and accounts to be delivered to members and debenture holders - summary financial statements........................... 158 56 Non-delivery of reports and accounts.......................................... 159 56 Appointment of auditors....................................................... 160 57 Annual audit of accounts...................................................... 161 57 Validity of acts of auditors.................................................. 162 57 Right of auditors regarding general meetings.................................. 163 57 NOTICES ........................................................................ 57 Notices to be in Writing...................................................... 164 57 Service of notices............................................................ 165 57 New member to be bound by notices already served in respect of the relevant share........................................................ 166 58 Notice to joint holders....................................................... 167 58 UK address for services....................................................... 168 58 Member present deemed to have received notice................................. 169 58 Advertisement of notice....................................................... 170 58 When service effected......................................................... 171 58 Service on deceased or bankrupt member........................................ 172 59 Convening of meetings by advertisement........................................ 173 59 I. WINDING-UP............................................................................... 59 Distribution of assets in specie.............................................. 174 59 II. INDEMNITY AND INSURANCE................................................................. 59 Indemnity and insurance for Directors and other officers...................... 175 59
(vi) Company Number 2532955 THE COMPANIES ACTS 1985 AND 1989 __________________________________ A PUBLIC COMPANY LIMITED BY SHARES __________________________________ ARTICLES OF ASSOCIATION OF MERGECLAIM PUBLIC LIMITED COMPANY (to be renamed Alliance Resources PLC) (adopted by Special Resolution passed on 5th December, 1990) I. PRELIMINARY ----------- 1. Application ----------- No regulations or articles for management of a company contained or set out in any Act of Parliament or statutory instrument concerning companies shall apply to the Company and the following shall be the Articles of Association of the Company. 2. Interpretation -------------- (a) In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the following table shall bear the meanings set opposite to them respectively in the second column thereof: WORD MEANING - ---- ------- Articles The Articles of Association as herein contained or as from time to time altered by special, or if permitted by the Statutes ordinary, resolution Base Rate The base lending rate of National Westminster Bank PLC (or such other bank as the Board may elect) as it stands from time to time 1 Board The Board of Directors for the time being of the Company or the Directors present at a duly convened meeting of Directors at which a quorum is present or any of them acting as the Board of Directors, or a committee thereof, in accordance with these Articles clear days In relation to a period of notice, that period excluding the day when the notice is given in accordance with these Articles and the day for which it is given or on which it is to take effect Company Mergeclaim p.l.c. or such other name by which the Company may for the time being be registered in accordance with the provisions of the Statutes Connected In relation to a director, has the meaning given to it in Section 346 Director A director for the time being of the Company dividend Dividend and/or bonus Executive Director A Director who has been appointed to any executive office under the Company in accordance with the provisions of Article 113 Extended Group The Company, its subsidiaries and its subsidiary undertakings Group The Company and its subsidiaries holder In relation to shares, the member whose name is entered in the Register as the holder of the shares Minimum Amount (Pounds)2.50 or such greater sum as the Board may approve being not greater than the maximum sum which The Stock Exchange may from time to time permit for the purpose Office The registered office for the time being of the Company Ordinary Shares The Ordinary Shares of 10 pence each in the capital of the Company referred to in Article 3 number thereof for the time being in issue 2 Overseas Branch Register Branch register of members as defined in Section 362(2) paid up or paid Paid up and/or credited as paid up in respect of the nominal amount of a share Recognised Clearing House A body declared by an order of the Secretary of State for the time being in force to be a recognised clearing house for the purpose of the Financial Services Act 1986 Recognised Investment A body declared by an order of the Exchange Secretary of State for the time being in force to be a recognised investment exchange for the purposes of the Financial Services Act 1986 Register The register of members of the Company kept as required by Section 352(1) Seal The common seal (if any) of the Company Securities Seal The official seal (if any) of the Company permitted to be used by Section 40 Statutes The Companies Act 1985, the Companies Act 1989 and every Act and statutory instrument for the time being in force concerning companies and affecting the Company subsidiary A subsidiary as defined in Section 736 subsidiary undertaking A subsidiary undertaking as defined in Section 258 The Stock Exchange The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited Transfer Office The address at which the Register is for the time being situated United Kingdom The United Kingdom of Great Britain and Northern Ireland in Writing Written or produced by any substitute for writing, including printing, typewriting, including printing, typewriting, lithography and photography, but not including telex or facsimile. 3 (b) The following provisions shall apply to the construction or interpretation of these Articles or any part thereof: (i) any reference to any section or provision of any Act of Parliament shall if not inconsistent with the subject or context include every statutory modification, extension, substitution, amendment or re-enactment thereto or thereof for the time being in force; (ii) any reference to a numbered Article shall be a reference to the Article of these Articles bearing the same number and includes reference to such Article as amended from time to time; (iii) any reference to a numbered Section shall, unless stated otherwise, be a reference to the Section of the Companies Act 1985 bearing the same number (subject to the provision of paragraph (b)(i) above); (iv) words importing the singular number include the plural and vice versa; (v) words importing the masculine gender include the feminine gender; (vi) words importing persons shall include companies, corporations, firms and other unincorporated bodies; (vii) the expression "Secretary" shall mean and include the Secretary and any joint, deputy or assistant Secretary for the time being of the Company; (viii) any reference to "share", "member" and "holder" shall include "stock" and "stockholder"; (ix) save as aforesaid, any words or expressions defined in the Statutes shall, if not inconsistent with the subject or context, bear the same meaning in these Articles; (x) a special or extraordinary resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles; and (xi) the headings contained in these Articles are included for purposes of reference only and shall not in any way affect or govern the sense or construction thereof or of any part thereof. II. CAPITAL ------- A. ISSUES AND RIGHTS ----------------- 3. Authorised share capital ------------------------ The share capital of the Company at the date of the adoption of these Articles is (Pounds)2,500,000 divided into 25,000,000 Ordinary Shares of 10 pence each. 4 4. Alterations of share capital ---------------------------- The Company may increase or otherwise alter its share capital in any of the ways permitted by Section 121. 5. Purchase and redemption of the Company's shares ----------------------------------------------- (a) Subject to the provisions of the Statutes and to any necessary amendments to these Articles, any share may be issued on the terms that it is, or at the option of the Company or the holder thereof is to be liable, to be redeemed. (b) The Company may purchase its own shares (including any redeemable shares) subject to (i) the provisions of the Statutes and of these Articles and (ii) if there is in issue any class of convertible shares for the time being forming part of the capital of the Company ("convertible shares") to the holders of not less than three-quarters thereof giving their consent in Writing or, alternatively, the holders of the convertible shares passing an extraordinary resolution at a separate meeting of the holders thereof. 6. Issue of shares with special rights ----------------------------------- Without prejudice to any rights for the time being conferred on the holders of any shares or class of shares (which rights shall not be varied or abrogated, except with such consent or sanction as is provided by Article 7) and subject to Article 11, any share of the Company may be allotted with such preferred, deferred or other rights, or such restrictions, whether in regard to dividend, return of capital, voting, conversion or otherwise, as the Company may from time to time by ordinary resolution determine (or, failing such determination, as the Board may determine). 7. Variation of rights attaching to a class of shares -------------------------------------------------- Subject to the provisions of the Statutes all or any of the rights, privileges or conditions for the time being attached or belonging to any class of shares for the time being forming part of the capital of the Company may from time to time (either while the Company is a going concerning or during or in contemplation of a winding-up) be modified, affected, varied, extended or surrendered in any manner as may be provided by such rights, privileges or conditions or otherwise with the consent in Writing of the holders of not less than three-quarters of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate meeting of the members of that class. To any such separate general meeting all the provisions of these Articles as to general meetings of the Company shall mutatis mutandis apply, but so that (i) the necessary quorum shall be members of the class present in person or by proxy holding not less than one-third of the issued shares of that class (or, if at any adjourned class meeting of such holders a quorum as defined above is not present, any one person present holding shares of the class in question or his proxy shall be a quorum), (ii) any holder of shares of the class present in person or by proxy may demand a poll and (iii) every such holder shall, on a poll, have one vote for every share of the class held by him. 5 8. Special rights not varied by an issue of further shares of the class -------------------------------------------------------------------- The rights conferred upon the holders of any shares or class of shares issued with preferred or other rights shall not (unless otherwise expressly provided by the rights attached to any such shares) be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subsequent thereto but in no respect in priority thereto. 9. Financial assistance for the acquisition of the Company's shares ---------------------------------------------------------------- Save to the extent prohibited by the Statutes or otherwise by law the Company shall be entitled, subject to and in accordance with the provisions of the Statutes, to give financial assistance directly or indirectly for the purpose of the acquisition or proposed acquisition for the purpose of the acquisition or proposed acquisition of any shares of the Company or any company of which it is a subsidiary or for the purpose of reducing or discharging any liability incurred by any person for the purpose of acquiring any shares of the Company or any company of which it is a subsidiary. 10. Disqualification from voting - unpaid calls - non-compliance with ------------------------------------------------------------------ statutory requirements - statutory rights and court orders not affected ----------------------------------------------------------------------- (a) No member shall, unless the Board otherwise determines, be entitled in respect of any share held by that member to vote at any general meeting either personally or by proxy or at any separate meeting of the holders of any class of shares or to exercise any other right conferred by membership in relation to any such meeting if any call or other sum presently payable by the member in respect of that share remains unpaid. (b) any member, or any other person appearing to be interested in any shares of the Company, has been duly served with a notice under Section 212 (a "Section 212 Notice") and is in default for the prescribed period in supplying to the Company the information thereby required, then at any time thereafter the Board may in its absolute discretion by notice to such member (a "direction notice") direct: (i) that in respect of the shares in relation to which the default occurred ("default shares", which expression shall include any further shares issued after the date of the Section 212 Notice in right of the first- mentioned shares) such member shall not be entitled to vote at any general meeting either personally or by proxy or at any separate meeting of the holders of any class of shares or to exercise any other rights conferred by membership in relation to any such meeting; and/or (ii) if the default shares represent, at the date of the direction notice, one-quarter of 1 percent or more of the issued shares of any class of shares of the Company, that: (aa) any dividend (or part thereof) or other moneys which would otherwise be payable on such shares shall be retained by the Company until such time as the direction ceases to have effect (without any liability on the part of the Company to pay interest thereon) and that prior to such time the acceptance of an offer made by the Company under Article 151 in respect of any such dividend shall be of no effect; and/or 6 (bb) no transfer, other than an approved transfer, of any of the default shares shall be registered. (c) The Company shall send a copy of the direction notice to each other person appearing to be interested in the relevant default shares of the address of whom has been notified to the Company, but the failure or omission by the Company to do so shall not invalidate such notice. (d) Any direction notice shall have effect in relation to default shares in accordance with its terms but shall cease to have effect: (i) when the Company has received in Writing all information required by it pursuant to a Section 212 Notice in respect of those default shares; or (ii) if such shares are transferred by means of an approved transfer; or (iii) if and to the extent that the Board so determines. (e) For the purposes of this Article: (i) a person shall be treated as appearing to be interested in any shares if the member holding such shares has given to the Company a notification under Section 212 which names such person as being so interested or if the Company (after taking into account the said notification and any other notification under the Act or any relevant information otherwise available to that Company) knows or has reasonable cause to believe that the person in question is, or may be, interested in the shares, and so that references to persons interested in shares and to interests in shares shall be construed in accordance with Section 212(5); (ii) the prescribed period in respect of any shares is 28 days from the date of service of the Section 212 Notice in respect thereof, except where the shares to which such notice related represent one-quarter of 1 percent or more of the issued shares of any class of shares of the Company in which case such period shall be 14 days; (iii) a transfer is an approved transfer if (but only if): (aa) the transfer results from a sale made through a Recognised Investment Exchange or any stock exchange outside the United Kingdom on which the Company's shares (or rights in respect of those shares) are normally traded; or (bb) it is a transfer of shares to an offeror by way of acceptance of or in pursuance of a takeover offer (within the meaning of Section 14 of the Companies Securities (Insider Dealing) Act 1985) for the Company; or (cc) the Board is satisfied that the transfer is made pursuant to a sale to a party who, in the opinion of the Board, is not connected with the holder thereof or with any other person appearing to be interested in such shares prior to such transfer (being a party which itself is not the holder of any shares of the Company in respect of which a 7 direction notice is then in force or a person appearing to be interested in any such shares) and the Board does not have reasonable grounds to believe that the transferor or any other person appearing to be interested in such first-mentioned shares will following such transfer have any interest in such shares; (iv) a reference to a person being in default in supplying to the Company the information required by a Section 212 Notice includes a reference to his having failed or refused to give all or any part of it and also includes a reference to his having given information which he knows to be false in a material respect or having recklessly given information which is false in a material respect; and (v) any notice by the Company pursuant to Section 212 or this Article may be given by facsimile or telex in which case it will be deemed received forthwith upon transmission thereof. (e) None of the provisions contained in this Article shall in any way limit or restrict the rights of the Company under Sections 212 and 216 or any order made by the court under Section 216 nor shall any sanction imposed by the Board pursuant to this Article cease to have effect, otherwise than as provided in this Article, unless it is so ordered by the court. B. ALLOTMENT OF SHARES ------------------- 11. Allotment of shares ------------------- Subject to Sections 97, 98 and 100 and to the provisions of these Articles the Board is hereby authorised to allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company in accordance with any ordinary resolution passed from time to time authorising the Board for the purposes of Section 80 to allot relevant securities. 12. Power to pay commission on subscription of shares ------------------------------------------------- In addition to all other powers of paying commissions the Company (or the Board on its behalf) may exercise the powers conferred by Section 97 of paying commissions to persons subscribing or procuring subscriptions for shares of the Company, or agreeing so to do whether absolutely or conditionally. The Company (or the Board on its behalf) may also, on any issue of shares, pay such brokerage as may be lawful. 13. Trusts in relation to shares not to be recognised ------------------------------------------------- Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and (except only as by these Articles or by law otherwise provided) the Company shall not be bound by or recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or any other right in response of any share, except an absolute right to the entirety thereof in the registered holder. 8 14. Issue of warrants ----------------- The Company may, with respect to any fully paid up shares, issue under the Seal or Securities Seal (or, in the case of shares on an Overseas Branch Register, an official seal for use in the relevant territory) a warrant stating that the bearer of the warrant is entitled to the shares specified in it and may provide (by coupons or otherwise) for the payment of the future dividends on the shares included in the warrant. Notwithstanding the provisions of Article 138, no warrant shall require to be signed or countersigned and the method or system of sealing (if required) and signature (if any) of warrants shall be as for share certificates under Article 15. If a warrant or coupon is defaced, worn out or destroyed, it may be renewed on such terms (if any) as to evidence and indemnify and payment of any exceptional expenses incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge and (in the case of defacement or wearing out) on delivery of the old warrant or coupon and (in the case of destruction) only if the Directors are satisfied beyond reasonable doubt that the original has been destroyed. If a warrant or coupon is lost it will not be renewed unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed. Any warrant or coupon surrendered to the Company may be destroyed at the option of the Company after the expiration of 1 year from the date of surrender. C. CERTIFICATES ------------ 15. Form of share certificate and method of sealing ----------------------------------------------- Every share certificate shall be issued under the Seal or the Securities Seal (or, in the case of shares on an Overseas Branch Register, an official seal for use in the relevant territory) unless otherwise permitted by the Statutes and (so long as any of the Company's shares are listed thereon) the regulations of The Stock Exchange. Each certificate shall specify the number and class of shares to which it relates, the amount paid up thereon and the distinguishing numbers (if any) of the shares to which it relates. No certificate shall be issued representing shares of more than one class. Notwithstanding the provisions of Article 138 of these Articles, no certificate shall be required to be signed or countersigned. The method or system of affixing the Seal and the Securities Seal (or, in the case of shares registered on an Overseas Branch Register, the official seal is used in the relevant territory) to share certificates may, if the Board so resolves, be controlled by, or the certificates be approved for sealing by, the auditors, bankers or transfer auditors of the Company, or by the appropriate department of the Company's registrars. Any signature may be affixed to any certificate by any mechanical means approved by the Board. 16. Maximum number of joint holders ------------------------------- The Company shall not be bound to register more than 4 persons as the joint holders of any share or shares and in the case of a share held jointly by several persons the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of joint holders shall be sufficient delivery to all. 9 17. Period for the issue of share certificates ------------------------------------------ Subject to the provisions of Article 16 every person whose name is entered as a member in the register (except a Recognised Clearing House or a nominee of a Recognised Clearing House or of a Recognised Investment Exchange, including Sepon Limited, in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) shall be entitled without payment to one certificate for all the shares of any one class registered in his name. Any certificate or certificates to which any person is entitled hereunder shall be delivered: (i) in the case of issue within one month after allotment (or such longer period as the terms of issue shall provide); or (ii) in the case of a transfer of fully paid shares within 14 days after lodgment of the relevant instrument of transfer; or (iii) in the case of a transfer of partly paid shares within 2 months after lodgment of the relevant instrument of transfer. If and so long as all the issued shares, or all the issued shares of a particular class, in the capital of the Company are fully paid up and rank pari passu for all purposes, then none of those shares shall bear a distinguishing number. In all other cases each share which is not fully paid up shall bear a distinguishing number. 18. Balance certificates -------------------- Where a member has transferred some only of the shares comprised in a share certificate, the old certificate shall be canceled and a new certificate for the balance of such shares shall be issued to him in lieu without charge. 19. Issue of replacement certificates --------------------------------- (a) Any 2 or more certificates representing shares of any one class held by any member may at his request be canceled and a single new certificate for such shares issued in lieu without charge. (b) If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu 2 or more share certificates representing such shares in such proportions as he may specify, the Board may, if it thinks fit, comply with such request upon payment of the reasonable out-of-pocket expenses of the Company in providing the same. (c) If a share certificate shall be damaged or defaced or worn out or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject to delivery up of the old certificate or (if it shall be alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnify (if any) and the payment of any exceptional out-of-pocket expenses of the Company of investigating such evidence in connection with the request as the Board may think fit but without any further or other charge. 10 (d) In the case of shares held jointly by several persons any such request may be made by any one of the joint holders. 20. Certificates for debentures and other securities ------------------------------------------------ The provisions of these Articles relating to certificates shall, with all necessary modifications and adaptations, apply to certificates for debentures and debenture stock and any other securities comprising the share or loan capital of the Company as they apply to certificates for shares. 21. Uncertificated shares and other securities ------------------------------------------ Subject to the Statutes permitting the issue of shares, debentures or other securities without certificates or the transfer without the same production of certificates on the creation or production of written forms of transfer, the Company may issue shares, debentures or other securities in uncertificated form (or, as the case may be, permit the same to be transferred without the creation on production of written forms of transfer) but subject always to any provisions contained in the Statutes from time to time and, so long as any of the Company's shares, debentures or other securities are listed on The Stock Exchange, subject to any requirements placed on it by The Stock Exchange. The Board may from time to time lay down regulations governing the issue and transfer of uncertificated securities subject always as provided in this Article, which regulations shall operate in substitution for the relevant provisions of these Articles governing certificates and the transfer of securities insofar as the Statutes permit. D. LIEN ---- 22. Company's lien on partly-paid shares - lien extends to dividends ---------------------------------------------------------------- The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. Such lien shall apply whether before or after notice to the Company of any equitable or other interest of any person other than the registered holder or holders of such share, whether the time for payment or discharge of the same shall have arrived or not and notwithstanding that the same are joint debts or liabilities of such holder or his estate and any other person whether a member of the Company or not; but the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien, if any, on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Company shall not have a lien or any other charge on its own fully paid shares (whether taken expressly or otherwise); and in relation to any permitted lien or other charge the provisions (so far as are applicable) of Section 148(4) and of paragraph 13(3) of Part I of Schedule 9 to the Companies Act 1985 shall be complied with in every respect. 23. Enforcement of lien by a sale of shares - application of proceeds of -------------------------------------------------------------------- sale -Board's power to authorise a transferor to execute a sale transfer ------------------------------------------------------------------------ - good title of transferee to shares ------------------------------------ (a) The Company may sell, in such manner as the Board thinks fit, all or any of the shares on which the Company has a lien, but not sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after a notice in Writing stating and 11 demanding payment of the sum presently payable, and giving notice of intention to sell in default, shall have been served on the registered holder for the time being of the shares or the person entitled by reason of the death or bankruptcy of such holder to the shares. (b) The net proceeds of such sale, after payment of the costs thereof, shall be applied in or towards payment or satisfaction of the debt or liability in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Board may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. E. CALLS ON SHARES --------------- 24. Board may make calls -------------------- Subject to the provisions of these Articles and to the terms of allotment thereof, the Board may from time to time make calls upon the members in respect of any moneys unpaid on their shares and each member shall (subject to receiving at least 14 days' notice in Writing specifying the time or times and place so specified the amount called on his shares. A call may, at any time before receipt by the Company of a sum due thereunder, be revoked in whole or in part and payment of a call may in whole or in part be postponed as the Board may determine. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. 25. When a call is deemed to be made -------------------------------- A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by installments. 26. Liabilities of joint holders ---------------------------- The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 27. Interest on unpaid calls ------------------------ If a sum called in respect of any share or any money payable on a share under the terms of allotment is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at the rate per annum of 3 percent above the Base Rate or at such lesser rate as the Board may agree to accept. Such person shall also pay all costs, charges and expenses which the Company may have incurred or become liable for in order to procure payment of, or in consequence of such non-payment of, such call or installment, but the Board shall be at liberty to waive payment of such interest, costs, charges and expenses wholly or in part. 12 28. Sums payable on allotment or at any fixed time deemed to be on call ------------------------------------------------------------------- Any sum or non-cash consideration which by the terms of allotment of a share or pursuant to the Statutes is or becomes payable upon allotment or at any fixed date thereafter whether on account of the nominal amount of the share or by way of premium shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of allotment or pursuant to the Statutes, the same becomes payable, and in the case of non- payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 29. Board's power to differentiate regarding calls ---------------------------------------------- The Board may on the issue of shares differentiate between the holders of shares as to the amount called to be paid and the times of payment. 30. Payment up of shares in advance of calls ---------------------------------------- The Board may, if it thinks fit, receive from any member willing to advance the same all or any part of the money unpaid upon the shares held by him beyond the sums actually called up thereon as a payment in advance of calls, and such payment in advance of calls shall to that extent extinguish the liability on the shares in respect of which it is advanced. The Company may (but shall not be obliged to) pay interest upon the money so received, or so much thereof as from time to time exceeds the amount of the calls then made and payable upon the shares in respect of which it has been received, at such rate not exceeding the Base Rate (unless the Company in general meeting shall otherwise direct) as the member paying such sum and the Board agree upon. F. FORFEITURE OF SHARES -------------------- 31. Service of notice requiring payment of unpaid calls --------------------------------------------------- If a member fails to pay any call or installment of a call before or on the day appointed for payment thereof, the Board may at any time thereafter, during such time as any part of such call or installment remains unpaid, serve a notice on him (or on the person becoming entitled to the share by transmission on death or bankruptcy or otherwise by operation of law) requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. 32. Contents of notice requiring payment of unpaid calls ---------------------------------------------------- The notice shall name a further day (not earlier than 14 days from the date of service thereof) on or before which, and the place where, the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time and at the place appointed the shares on which the call was made or installment is payable will be liable to be forfeited. 13 33. Forfeiture of shares -------------------- If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or installments and interest due in respect thereof has been received by the Company, be forfeited by a resolution of the Board to that effect and such forfeiture shall include all dividends which shall have been declared on the forfeited share and not actually paid before the forfeiture and any dividends on such share which may have been declared and paid but which have not been claimed by the payee at the date of the resolution of the Board by which such share shall have been forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and in such case references in these Articles to forfeiture shall include surrender. 34. Service of notice of forfeiture ------------------------------- When any share has been forfeited notice of the forfeiture shall be served upon the person who was before the forfeiture the registered holder of that share (or the person entitled thereto by transmission as aforesaid) and an entry of such notice having been given, and of the forfeiture, with the date thereof, shall be made forthwith in the Register opposite the entry in respect of the share; but no forfeiture shall be in any manner invalidated by any omission or neglect to give notice or make such entry as aforesaid. 35. Forfeited shares to become the Company's property ------------------------------------------------- Upon being forfeited a share shall thereupon become the property of the Company and during the period of 3 years immediately following the day prior to the date of forfeiture of such share may be sold, re-allotted (subject to the provisions of these Articles) or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Board shall thing fit including the remission of the whole or any part of the interest made payable by the next succeeding Article. At any time before such a sale, re-allotment or disposition the forfeiture may be annulled or canceled on such terms and conditions as the Board thinks fit. The Board may, if necessary, authorise some person to transfer such a forfeited share to any other person as aforesaid. If within the period of 3 years immediately following the day prior to the date of forfeiture of any share such share has not been sold, re-allotted or otherwise disposed of, the Board shall before the expiration of the period of 3 years from the date of forfeiture of the share cancel such share and shall diminish the amount of the authorised and issued share capital by the nominal amount of the share so canceled and shall comply with all relevant provisions of Sections 146 to 148. 36. Former holder of forfeited shares remain liable for unpaid calls ---------------------------------------------------------------- A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall notwithstanding the forfeiture remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with interest thereon at the rate per annum of 3 per cent above the Base Rate, or at such lower rate as the Board may determine, from the date of forfeiture until payment, and the Board may enforce payment 14 without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal. 37. Statutory declaration as evidence of forfeiture ----------------------------------------------- A statutory declaration in Writing signed by the declarant stating that he is a Director or Secretary of the Company and that a share has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share adversely to the forfeiture, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof, together with the certificate for the share delivered to a purchaser or allottee thereof, shall (subject to the execution of a transfer if the same be so required) constitute a good title to the share, and the person to whom the share is sold, re-allotted or disposed of shall (subject to his having agreed to become a member of the Company) be registered as the holder of the share and shall be discharged from all calls and other expense (if any) in connection therewith made or incurred prior to such sale or disposal and shall not be bound to see to the application of the consideration (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in relation to the forfeiture, sale, re-allotment or disposal of the share. G. TRANSFER OF SHARES ------------------ 38. Transfers to be in Writing in usual common form ----------------------------------------------- Subject to the provisions of Article 21 (transfers without a written instrument), all transfers of shares shall be effected by transfer in Writing in any usual or common form or in any other form which the Board may approve PROVIDED that every transfer by a corporation shall be made by deed or deed poll unless otherwise permitted by law in which case such transfers shall be executed as required by the Statutes. 39. No transfer fees payable ------------------------ No fee shall be charged on the registration of a transfer. 40. No registration fees payable ---------------------------- No fee shall be charged on the registration of any probate, letters of administration, certificate of death or marriage, power of attorney, stop notice or other instrument relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares. 41. Execution of transfers ---------------------- The instrument of transfer of a share shall be executed by or on behalf of the transferor and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof PROVIDED that in the case of a partly paid share the instrument of transfer must also be executed by or on behalf of the transferee. 15 42. Board's power to refuse to register transfers in certain cases -------------------------------------------------------------- The Board may, in its absolute discretion and without assigning any reason therefor, decline to register any transfer of shares (not being fully paid shares) to a person of whom they shall not approve and they may also decline to register any shares (not being fully paid shares) on which the Company has a lien. If the Board declines to register a transfer of any shares, it shall, within 2 months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal and (except in the case of fraud or suspected fraud) return the instrument of transfer and any accompanying certificate to the person presenting the same. 43. General conditions as to transfer --------------------------------- Subject to the provisions of Article 21, the Board may also decline to register any instrument of transfer, unless the instrument of transfer: (i) is duly stamped (if required by law) and is deposited at the Transfer Office or such other place as the Board may prescribe and is accompanied by the certificate for the shares to which it relates and such other evidence (if any) as the Board may reasonably require to show the right of the transferor to make the transfer (and if the instrument of transfer is executed by some other person on his behalf the authority of that person so to do); and (ii) is in respect of one class of share only; and (iii) is in favour of not more than 4 transferees. In the case of an instrument of transfer executed by a Recognised Clearing House or a nominee of a Recognised Clearing House or of a Recognised Investment Exchange (including Sepon Limited), the lodgment of a certificate for the shares being transferred or other evidence as aforesaid will not be required unless and to the extent that certificates have been issued in respect of the shares in question. 44. Temporary suspension of the registration of transfers ----------------------------------------------------- The registration of transfers of shares or of any class of shares or of any other class of security in the share or loan capital of the Company may be suspended at such times and for such periods as the Board may from time to time determine PROVIDED always that such registration shall not be suspended for more than 30 days in any calendar year. 45. Company to retain transfers and power of Company to destroy transfers and ------------------------------------------------------------------------- related documents ----------------- (a) Subject to paragraph (b) of this Article all instruments of transfer which are registered shall be retained by the Company, but any instrument of transfer which the board may decline to register shall (except in any case of fraud or suspected fraud) be returned to the person presenting the same. (b) Subject as hereinafter provided the Company shall be entitled to destroy: 16 (i) all instruments of transfer of shares which have been registered at any time after the expiration of 6 years from the date of registration thereof; (ii) registered share certificates which have been canceled or ceased to have effect at any time after the expiration of 1 year from the date of such cancellation or cessation; (iii) all notifications of change of name or address and dividend mandates after the expiration of 2 years from the date of recording thereof; and (iv) any other document on the basis of which any entry in the Register is made at any time after the expiration of 6 years from the date of the first entry in the Register was made in respect of it; and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every share certificate so destroyed was a valid and effective document duly and properly canceled and that every other document so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company PROVIDED that: (i) the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice in Writing to the Company of any claim (regardless of the parties thereto) to which the document might be relevant; (ii) nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (i) above are not fulfilled; and (iii) references herein to the destruction of any document include references to the disposal thereof in any manner. The provisions of this Article shall, with all necessary modification and adaptations, apply to all instruments of transfer, notifications of change of name or address and mandates relating to and certificates representing debentures and any other securities comprising the share or loan capital of the Company as they apply to instruments of transfer of and certificates for and other documents relating to shares. 46. Renunciation of allotment permitted ----------------------------------- Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment of any share by the allottee in favour of some other person before any person has been entered in the Register in respect of such share. 17 H. TRANSMISSION OF SHARES ---------------------- 47. Surviving joint holders or personal representatives alone recognised upon ------------------------------------------------------------------------- death of a member ----------------- In case of the death of a member, the survivors or survivor where the deceased was a joint holder, or the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares held by him, but nothing contained in these Articles shall release the estate of a deceased member from any liability in respect of any share jointly or solely held by him. 48. Person becoming entitled on death or bankruptcy of a member may be ------------------------------------------------------------------ registered ---------- Subject to the provisions of these Articles, any person becoming entitled to a share in consequence of the death or bankruptcy of a member may upon such evidence as to his title being produced as may from time to time be properly required by the Board, and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Board shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of that share by that member before his death or bankruptcy, as the case may be. 49. Person electing to be registered required to notify the Company --------------------------------------------------------------- If the person becoming entitled to a share shall elect to be registered himself under the provisions of the foregoing Article, he shall deliver or send to the Company a notice in Writing signed by him stating that he so elects. If he shall elect to have another person registered, he shall testify his election by executing to such person a transfer of such share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by such member. 50. Rights of persons entitled to a share by transmission ----------------------------------------------------- Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall (upon supplying to the Company such evidence as the Board may reasonably require to show his title to the share) be entitled to receive, and may give a good discharge for, the same dividends and other moneys payable in respect thereof as if he was the registered holder thereof; such person shall also be entitled to all other advantages to which he would be entitled if he were the registered holder of the share except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to receive notice of or to attend or vote at meetings of the Company or to exercise any rights conferred by membership in relation to meetings of the Company; PROVIDED that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within 60 days, the Board may thereafter: 18 (i) withhold payment of all dividends and other moneys payable in respect of the share (but any such action shall not constitute the Company a trustee in respect of any such dividends or other moneys) and suspend any other advantages to which such person would otherwise be entitled in respect of the share until the requirements of the notice have been complied with; and/or (ii) at any time give notice requiring a person becoming entitled to a share as aforesaid to elect either to be registered himself or to transfer the share and, if the notice is not complied with within such period (being not less than 42 days) as the Board may fix, the share may be sold at the best price reasonably obtainable in such manner as the Board thinks fit and, subject to the provisions of these Articles generally, the provisions of Article 51(b) shall apply to such sale. I. UNTRACED SHAREHOLDERS --------------------- 51. Company's power to sell shares ------------------------------ (a) The Company shall be entitled to sell in such manner as the Board thinks fit at the best price reasonably obtainable the share of a member, or the share to which a person is entitled by transmission, if and PROVIDED that: (i) during the period of 12 years prior to the date of the publication of the advertisements referred to in paragraph (ii) below (or, if published on different dates, the earlier thereof) all warrants and cheques sent by the Company through the post in prepaid letters addressed to the holder of, or to the person entitled by transmission to, such shares at the address appearing against the member's name in the Register (or which have been sent to him at such other address, or to such other person at such other address, as such member or the person so entitled by transmission shall have instructed the Company to pay dividends otherwise payable to the member at his registered address) have remained uncashed PROVIDED that at least 3 dividends (whether interim or final) have been paid or have become payable and no such dividend has been claimed; and (ii) on the expiry of the said period of 12 years the Company shall have inserted advertisements both in 2 national daily newspapers circulating in the United Kingdom and in a newspaper circulating in the area of the relevant said address referred to in paragraph (i) above giving notice of its intention to sell the said shares; and (iii) during the said period of 12 years and the period of 3 months following the said advertisements and prior to the exercise of the power of sale, the Company shall have received no communication from such member of person entitled by transmission to such shares; and (iv) notice in Writing shall have been given to the Quotations Department of The Stock Exchange of its intention so to do. 19 (b) To give effect to any sale to be made pursuant to the provisions of this Article or of Article 50, the Company may appoint any person to execute as transferor an instrument of transfer of such shares or any of them and such instrument of transfer shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The Company shall account to the holder of, or other person entitled to, such shares for the net proceeds of such sale and the Company shall be deemed to be his debtor, and not a trustee for him, in respect of the same. Any moneys not accounted for to the holder of, or other person entitled to, such shares shall be carried to a separate account and shall be a permanent debt of the Company. Moneys carried to such separate account may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company, if any) as the Board may from time to time think fit and any profits made thereby and interest or other income earned thereon shall belong to the Company which shall have no obligation to account therefor to the holder of, or other person entitled to, such shares. J. STOCK ----- 52. Conversion of shares into stock ------------------------------- The Company may by ordinary resolution convert the whole of any class of paid up shares into stock, and reconvert any stock into paid up shares of any denomination. After the passing of any resolution converting all the paid up shares of any class into stock, any shares of that class which subsequently become fully paid and rank pair passu in all respects with such shares shall by virtue of this Article and such resolution be converted into stock transferable in the same units as the shares already converted. 53. Rights and privileges of stockholders ------------------------------------- The stockholders shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in asses on a winding-up, voting at meetings and in all other respects and be subject to the same provisions of these Articles as if they held the shares from which the stock arose, but no such right, privilege or advantage (except participation in dividends and profits of the Company and in assets on a winding-up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such right, privilege or advantage. 54. Conditions as to transfer of stock - minimum amount transferable ---------------------------------------------------------------- Holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations, as would have applied to the shares from which the stock arose, or as near thereto as circumstances admit; but the Board may from time to time, if it thinks fit, fix the minimum amount of stock transferable, PROVIDED that such amount shall not exceed the nominal amount of the shares from which the stock arose. 20 55. Interpretation of "stock" and "stockholder" ------------------------------------------- The provisions of these Articles which are applicable to paid up shares shall apply to stock, and the words "share" and "member" or "holder" therein shall include "stock" and "stockholder." K. ALTERATIONS OF CAPITAL ---------------------- 56. Consolidation, subdivision, cancellation and reduction ------------------------------------------------------ The Company may be ordinary resolution: (i) consolidate and divide all or any of its share capital into shares of larger nominal value than its share capital into shares of larger nominal value than its existing shares; and/or (ii) sub-divide all or any of its share capital, into shares of smaller nominal value than is fixed by the memorandum of association, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights, or be subject to any such restrictions as compared with the others, as the Company has power to attach to shares upon the allotment thereof; and/or (iii) cancel any shares which, at the date of the passing of the resolution, have not been subscribed or agreed to be subscribed, by any person, and diminish the amount of its share capital by the amount of the shares so canceled; and may by special resolution:- (iv) reduce its share capital or any capital redemption reserve or any share premium account or any other undistributable reserve in any manner authorised by the Statutes. 57. Treatment of any fractional entitlements arising on consolidation ----------------------------------------------------------------- (a) Whenever on any consolidation of shares members shall be entitled to any fractions of shares, the Board may sell to any person (including, subject to the provisions of the Statutes and of these Articles, the Company) the shares representing such fractions for the best price reasonably obtainable and, except as provided below, shall distribute the net proceeds of sale thereof amongst the members entitled to such fractions in due proportions. Whenever on any consolidation of shares the value of a fractional entitlement to a share shall be less than the Minimum Amount in respect of one or more members and an ordinary resolution of the Company shall have been passed consenting thereto the proceeds of the sale (after the deduction of the proper expenses of such sale) of each and every such fractional entitlement amounting to less than the Minimum Amount shall belong to and be vested in the Company. For the purpose of giving effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof and the purchaser shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings related to the sale. 21 (b) Upon any consolidation of fully paid shares into shares of larger nominal value the Board may settle any difficulty which may arise with regard thereto as it thinks fit and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares so consolidated determine which shares are consolidated into each consolidated share and in the case of any shares registered in the name of one holer (or joint holders) being consolidated with shares registered in the name of another holder (or other joint holders) may make such arrangements for the allocation, acceptance or sale of the consolidated share or any fractions thereof and for the distribution to the member entitled thereto of any moneys received in respect thereof as may be thought fit and for the purpose of giving effect thereto may appoint some person to transfer the consolidated share or any fractions thereof and to receive the purchase price thereof and any transfer executed in pursuance thereof shall be effective and after such transfer has been registered no person shall be entitled to question its validity. III. GENERAL MEETINGS A. MEETINGS AND NOTICES -------------------- 58. Annual general meeting ---------------------- The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it. Not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held at such time and place as the Board shall determine. 59. Extraordinary general meetings ------------------------------ All general meetings, other than annual general meetings, shall be called extraordinary general meetings. The Board may call an extraordinary general meetings. The Board may call an extraordinary general meeting whenever it thinks fit and at such time and place as it shall determine, and extraordinary general meetings shall be convened by the Board on such requisition, or in default may be convened by such requisitionists, as provided by the Statutes. 60. Length of notice ---------------- In the case of annual general meeting or of a meeting for the passing of a special resolution 21 clear days' notice at the least and in any other case 14 clear days' notice at the least specifying the place, the day and the hour of meeting, and the general nature of the business to be transacted, shall be given in Writing in the manner hereinafter mentioned to all members (other than those who under the provisions of these Articles or the conditions attaching to the shares held by them are not entitled to receive the notice) and to the Directors (at the addresses supplied by them pursuant to Article 126) and auditors for the time being of the Company. In the case of a meeting convened for the purpose of considering the passing of a special or extraordinary resolution, the notice shall specify the intention to propose the resolution as a special or extraordinary resolution as the case may be. 22 61. Short notice ------------ A general meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in Article 60, be deemed to have been duly called if it is so agreed:- (i) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote threat; and (ii) In the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right. 62. Notice to state right of member to appoint a proxy -------------------------------------------------- In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and on a poll vote instead of him and that a proxy need not also be a member. 63. Notice to be given of members' resolutions upon requisition ----------------------------------------------------------- It shall be the duty of the Company, subject to the provisions of the Statutes, on the requisition in Writing of such number of members as is specified in the Statutes and (unless the Company otherwise resolves) at the expense of the requisitionists:- (i) to give to members entitled to receive notice of the next annual general meeting notice of any resolution which may properly be proposed and is intended to be proposed at that meeting; and (ii) to circulate to members entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting. 64. Accidental omission or non-receipt of notice -------------------------------------------- The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive notice shall not invalidate the proceedings at any general meeting. B. PROCEEDINGS AT GENERAL MEETINGS ------------------------------- 65. Quorum - overflow meetings -------------------------- (a) No business shall be transacted at any general meeting unless a quorum of members is present when the meeting proceeds to business. Save as in these Articles otherwise provided, 2 persons present, each of whom is a member or a proxy for a member or a representative, appointed in accordance with the Statutes or Article 90, of a corporation which is a member, shall be a quorum for all purpose. 23 (b) A general meeting may, if the Board or the chairman of the meeting so decides, be held simultaneously in more than one room, building or other location specifically approved for such purpose by the Board PROVIDED that all those present (in whichever location) can at all times hear and participate fully in the proceedings. 66. Adjournment or dissolution for lack of quorum --------------------------------------------- If within 15 minutes from the time appointed for any general meeting or separate meeting of holders of any class of shares for the time being forming part of the capital of the Company a quorum is not present or if during a meeting a quorum ceases to be present, the meeting, if convened on the requisition of or by members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such time and place as the Board may determine, and, if at such adjourned meeting a quorum (as defined in Article 65(a)) is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolved. 67. Chairman -------- The chairman (if any) of the Board shall preside as chairman at every general meeting of the Company. If there is no such chairman or if at any meeting he shall not be present within 10 minutes after the time appointed for holding the same or shall be unwilling to act as chairman, the deputy chairman (if any), if present and willing to act, shall preside as chairman; but if at any meeting neither the chairman nor the deputy chairman is present within 10 minutes after the time appointed for holding the meting, or if neither of them is wiling to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman, if willing to act. If no Director is present or if each of the Directors present declines to take the chair, the members present and entitled to vote shall choose one of themselves to be chairman of the meeting. The appointment of a chairman of a meeting shall not be treated as part of the business of that meeting. 68. Adjournment ----------- Notwithstanding his inherent power to adjourn the meeting for such reason as he may think fit, the chairman of the meeting may: (i) if he considers there to be insufficient space for those present or entitled to be present to be accommodated or there is some other reason why they cannot hear or participate in the proceedings; or (ii) in any other case, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time or sine die and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. Whenever under the provisions of these Articles a meeting is adjourned for 14 days or more, 7 clear days' notice at the least specifying the place, the date and the hour of the adjourned meeting and the 24 general nature of the business to be transacted, shall be given as in the case of the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meting. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Board. 69. Amendments to resolutions ------------------------- If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in the ruling. In the case of a resolution duly proposed as a special or extraordinary resolution, no amendment thereto (other than a mere clerical amendment to correct a manifest error) may in any event be considered or voted upon. 70. Manner in which resolution decided - demand for a poll- chairman's ------------------------------------------------------------------ declaration on a result of a show of hands ------------------------------------------ At any general meeting a resolution put to the voter of the meeting shall be decided on a show of hands unless before or upon the declaration of the result of the show of hands a poll is demanded by: (i) the chairman of the meeting; or (ii) at least 5 members entitled to vote at the meeting; or (iii) a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (iv) a member or members holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. Unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution. 71. Proxy empowered to demand a poll -------------------------------- The instrument appointing a proxy to vote at a meeting shall be deemed also to confer authority to demand or join in demanding a poll (and for the purposes of the last preceding Article a demand for a poll by a person as proxy for, or duly authorised corporate representative of, a member shall be the same as a demand by that member) and to vote on a poll or the election of a chairman of the meeting. 72. Objections to the qualification of a voter or to votes and errors in -------------------------------------------------------------------- counting votes etc. ------------------- 25 If any objection is raised as to the qualification of any voter or to the counting of, or failure to count, any votes or if any votes shall be counted which ought not to have been counted or might have been rejected or if any votes were not counted which ought to have been counted, the objection or error shall not vitiate the result of the voting unless it be raised or pointed out at that same meeting, or at any adjournment thereof, and it shall in the opinion of the chairman of the meeting be of sufficient magnitude to vitiate the result of the voting. The decision of the chairman of the meeting on such matters shall be final and conclusive. 73. Manner of and place for taking a poll ------------------------------------- Except as permitted in Article 75, if a poll is duly demanded it shall be taken in such manner (including the use of ballot or voting papers) and at such place and at such time as the chairman of the meeting may direct and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairman of the meeting may (and, if so directed by the meeting, shall), in the event of a poll, appoint scrutineers (who need not be members) and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll. The result of the poll shall be deemed to be the relevant resolution of the meeting at which the poll was demanded. 74. Chairman's casting vote ----------------------- In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled as a member or on behalf of any other member. 75. When a poll has to be taken --------------------------- A poll on the election of a chairman of the meeting or on a question of adjournment if validly demanded shall be taken forthwith. A poll validly demanded on any other question shall be taken either forthwith or at such later time and place as the chairman of the meeting directs not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was demanded. 76. Notice of a poll ---------------- No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting in respect of which it is demanded. In any other case, at least 7 clear days' notice shall be given specifying the time and place at which the poll is to be taken. 77. Continuance of other business ----------------------------- The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. 26 78. Demand for a poll may be withdrawn ---------------------------------- A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If a demand for a poll is to withdrawn: (i) before the result of a show of hands is declared, the meeting shall continue as if the demand had not been made; or (ii) after a result of a show of hands is declared, the demand shall not be taken to have invalidated the result of that show of hands, but if a demand is withdrawn the chairman of the meeting or other member or members so entitled may himself or themselves demand a poll. C. VOTES OF MEMBERS ---------------- 79. Voting rights ------------- Subject to any special rights or restrictions as to voting attached to any shares by or in accordance with these Articles or their terms of issue, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative at any meeting of the Company and entitled to vote shall have one vote and on a poll every member present either personally or by proxy and entitled to vote shall have one vote for every Ordinary Share held by him. 80. Voting by joint holders ----------------------- In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the shares. 81. Member of unsound mind may vote by committee or other appointed --------------------------------------------------------------- representative -------------- A member who is a patient for any purpose of any statute relating to mental health or in respect of whom an Order has been made by any Court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by such court, and such committee, receiver, curator bonis or other person may on a poll vote by proxy PROVIDED that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Transfer Office or at such other place within the United kingdom as is specified in the notice convening the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which such person claims to vote and in default the right to vote shall not be exercisable. 27 82. Proxy may vote on a poll ------------------------ On a poll, votes may be given either personally or by corporate representative or by proxy. 83. Member need not cast his votes all in same way ---------------------------------------------- On a poll, a member entitled to more than one vote need not, if he votes, use all his votes or case all the votes he uses in the same way. 84. Execution of a form of proxy ---------------------------- The instrument appointing a proxy shall be in Writing under the hand of the appointor or his agent duly authorised under the hand of the appointor, or, if the appointor is a corporation, either under its common seal or under the hand of an officer or agent so authorised. The Board may, but shall not be bound to, require evidence of the authority of any such officer or agent. If more than one proxy is so appointed, the instrument appointing each such proxy shall specify the shares held by the member in respect of which each such proxy is to vote and no member may appoint more than one proxy to vote in respect of any one share held by that member. 85. Proxy need not be a member -------------------------- Any person (whether a member of the Company or not) may be appointed to act as a proxy. A member may appoint more than one proxy to attend on the same occasion. 86. Deposit of instrument of proxy - duration of validity of instrument of ---------------------------------------------------------------------- proxy ----- The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is executed, or a copy of such power or authority certified notarially or in some other way approved by the Board, shall be deposited at the Transfer Office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in the instrument of proxy issued by the Company in relation to that meeting not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote or, in the case of a poll taken more than 48 hours after it was demanded, be deposited as aforesaid after the poll has been demanded but not less than 24 hours before the time appointed for taking the poll or, where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting to the chairman or to the Secretary or to any Director and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within 12 months from the date named in it as the date of its execution. 87. Form of proxy instrument ------------------------ An instrument of proxy may be in any usual oar common form or in such other form as the Board shall approve. Instruments of proxy need not be witnessed. 28 88. Board to send out instruments of proxy to all members ----------------------------------------------------- The Board shall (while any shares of the Company are listed on The Stock Exchange) and otherwise may at the expense of the Company send, by post or otherwise, to the members entitled to be sent notice of a meeting and to vote thereat instruments of proxy (with or without stamped envelopes or other pre- paid or similar postal facilities for their return) for use at any general meeting or at any meeting of any class of members of the Company, either in blank or nominating in the alternative any one or more of the Directors or any other persons. If for the purpose of any meeting invitations to appoint a proxy are issued at the expense of the Company, such invitations shall be issued to all (and not to some only) of the members entitled to be sent a notice of the meeting and to vote thereat by proxy. The accidental omission to send such an instrument, or to give such an invitation to, or the non-receipt thereof by, any member entitled to attend and vote at a meeting shall not invalidate the proceedings of that meeting. 89. Validity of vote given by proxy ------------------------------- A vote given or a poll demanded by a person duly appointed as a proxy or by a duly authorised representative of a corporation in accordance (in either case) with the terms of his appointment shall be valid notwithstanding the death or insanity of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed or the representative was duly appointed, PROVIDED that no intimation in Writing of such death, insanity or revocation shall have been received by the Company at the Transfer Office at least 24 hours prior to the commencement of the meeting or adjourned meeting at which the instrument of proxy is used (or, in the case of a poll, before the time appointed for the taking of the poll). D. CORPORATIONS ACTING BY REPRESENTATIVES -------------------------------------- 90. A corporate member may appoint a representative ----------------------------------------------- Any corporation which is a member of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company, or at any meeting of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company personally present at such meeting. 91. Directors entitled to attend and speak at general meetings ---------------------------------------------------------- Each Director (or, failing him, his alternate, if any) shall be entitled to attend and speak at any general meeting of the Company and at any separate meeting of any class of members. 29 IV. DIRECTORS --------- A. NUMBER AND REMUNERATION OF DIRECTORS ------------------------------------ 92. Number of Directors ------------------- Unless and until otherwise determined by the Company by ordinary resolution and subject to the Statutes, the Directors shall not be less than 2 nor more than 20 in number. 93. No share qualification for Directors ------------------------------------ Neither a Director nor an alternate Director shall be required to hold any qualification shares. 94. Remuneration of Directors ------------------------- The Directors shall be entitled to remuneration by way of fees for their services as Directors in such sums as the Board may determine but not exceeding in aggregate (Pounds)100,000 per annum or such other higher amount as may be sanctioned by ordinary resolution of the Company, such remuneration to be divided amongst the Directors as they may be resolution determine or, in default of agreement, equally. Such remuneration shall be deemed to accrue on a day-to- day basis. Any remuneration payable to any Director pursuant to this Article may if the Director concerned so requires and if the Board so agrees, consist in whole or in part of payments by way of pension contributions or premiums therefor, whether pursuant to a pension scheme or otherwise. Subject as aforesaid, a Director holding office for part of a year shall be entitled to a proportionate part of a full year's remuneration. 95. Expenses -------- In addition to such remuneration as aforesaid, any Director may be paid such reasonable travelling, hotel and other expenses as he may properly incur in connection with the discharge of his duties, including but not limited to in attending or returning from meetings of the Board or committees of the Board or general meetings or meetings of the holders of any class of shares. B. POWERS AND DUTIES OF DIRECTORS ------------------------------ 96. Board to manage the business of the Company ------------------------------------------- The business of the Company shall be managed by the Board, which may exercise all such powers of the Company as are not by the Statutes or by these Articles required to be exercised in general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such directions, whether or not inconsistent with these Articles, as may be prescribed by the Company by special resolution but no such direction and no alteration of these Articles shall invalidate any prior act of the Board which would have been valid if that direction or alteration had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article and a meeting of the Directors at which a quorum is present may exercise all the powers exercisable by the Board. 30 97. Local boards ------------ The Board may establish local boards for managing any of the affairs of the Company, whether in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards and may fix their remuneration and may delegate to any local board any of the powers, authorities and discretions vested in the Board (except the power to make calls, forfeit shares or borrow money) with power to sub-delegate and may authorise the members of any local board to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any persons so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. Notwithstanding the generality of the above, the Board shall ensure that the number of such persons comprising such local board and that no resolution of such local board shall be effective unless a majority of members of the local board present at the meeting and capable of forming part of the quorum (if any) fixed for such meeting are Directors or alternate Directors of the Company. 98. Appointment of attorneys and agents ----------------------------------- The Board may from time to time and at any time appoint, whether in the United Kingdom or elsewhere, any corporation, firm or person, or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or agent of the Board or the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit and any such appointment may contain such provisions for the protection and convenience of persons dealing with any such agent as the Board may think fit and may also authorise any such agent to delegate all or any of the powers, authorities or discretions vested in him. The Company may exercise powers conferred by the Statutes with regard to having an official seal for use abroad and such powers shall be vested in the Board. 99. Overseas branch registers ------------------------- The Company may exercise the powers conferred upon the Company by the Statutes with regard to the keeping of an Overseas Branch Register in any territory where the Company transacts business and the Board may (subject to the provisions of the Statutes) make and vary such regulations as it thinks fit respecting the keeping of such register. 100. Limit on borrowings ------------------- (a) The Board shall restrict the borrowings of the Company and exercise all powers of control exercisable by the Company in relation to its subsidiaries and subsidiary undertakings so as to secure (as regards subsidiaries and subsidiary undertakings, so far as by such exercise it can secure) that, save with the previous sanction by an ordinary resolution of the Company, no moneys shall be borrowed if the aggregate principal amount (including any premium payable on final repayment) outstanding of all moneys borrowed by the Extended Group (excluding amounts borrowed by any member of the Extended Group from any other member of the Extended Group) then exceeds or 31 would as a result of the borrowing exceed an amount equal to two and one half times the aggregate of:- (aa) the amount paid up on the share capital of the Company; and (bb) the total of the capital and revenue reserves of the Extended Group, including any share premium account, capital redemption reserve, property revaluation reserve and credit balance on the profit and loss account and all amounts attributable to the interests of minority shareholders in subsidiaries and minority and other interests in subsidiary undertakings, but excluding sums set aside for taxation and deducting any debit balance on the profit and loss account. all as shown in the latest group accounts of the Company, but adjusted as may be necessary in accordance with paragraph (c) of this Article in respect of any variation in the paid up share capital or reserves of the Extended Group since the date of that balance sheet. (b) For the purposes of this Article, but without prejudice to the generality of the terms "borrowing" and "borrowed"; - (i) there shall be deducted from the aggregate amount of moneys borrowed for the purposes of paragraph (a) an amount equal to the aggregate for the time being outstanding of all cash deposits with banks (not being the Company or any subsidiary of the Company), certificates of deposit, securities of governments, and securities of public companies traded on a Recognised Investments Exchange or an overseas stock exchange and similar instruments owned by the Company and/or any subsidiary or subsidiary undertaking of the Company net of a proportion of the total amount for the time being outstanding of cash deposits and certificates of deposit and securities of governments, or securities of public companies traded on a Recognised Investment Exchange or an overseas stock exchange and similar instruments owned by any partly owned subsidiary or any subsidiary undertaking which would otherwise fail to be included, such proportion being that which the issue equity share capital of such partly owned subsidiary or such subsidiary undertaking which is not for the time being beneficially owned directly or indirectly by the Company bears to the whole of its issued equity share capital; (ii) moneys borrowed for the purpose of repaying the whole or any part of any moneys previously borrowed and then outstanding (including any premium payable on final repayment) and to be applied for that purpose within 6 months of the borrowing shall not, pending such application, be taken into account as moneys borrowed; (iii) the principal amount (including any premium payable on final repayment) of any debentures issued in whole or in part for a consideration other than cash shall be taken into account as moneys borrowed by the member of the Extended Group issuing them; and (iv) the principal amount of acceptance credits shall be treated as moneys borrowed. 32 (c) For the purposes of this Article, adjustments shall be made to reflect any variation in the amount of such paid up capital and capital and revenue reserves (including in respect of any distribution actually made or paid) as specified in paragraph (a) which has occurred since the date of such group accounts and for this purpose share capital allotted shall be treated as having been issued and any share capital already called up or payable at any future date within the following 12 months shall be treated as already paid up). Any Interim Report of the Company which includes a profit and loss account (whether or not in summarised form) shall be prima facie evidence of any profit and/or loss referred to therein and of any consequential variation in the revenue reserves of the Company. If the Company proposes to issue any shares for cash and the issue of such shares has been underwritten, then such shares shall be deemed to have been issued and the subscription moneys (including any premium) payable in respect thereof within the following 12 months (to the extent to underwritten) shall be deemed to have been paid up. (d) When the aggregate amount of borrowings required to be taken into account for the purposes of this Article on any particular day is being ascertained, any of such moneys denominated or repayable (or repayable at the option of any person other than the Company) in a currency other than sterling shall be converted for the purpose of calculating the sterling equivalent at the lower of:- (i) the rate of exchange prevailing in London on that day; and (ii) the rate of exchange prevailing in London 6 months before such day. For this purpose the rate of exchange shall be taken as the middle market rate as at the close of business on the relevant day. (e) No debt incurred or security given in respect of moneys borrowed or to be taken into account as moneys borrowed in excess of the above limit shall be invalid or ineffectual except in the case of express notice to the lender or the recipient of the security at the time when the debt was incurred or security given that the limit hereby imposed has been exceeded, but no lender or other person dealing with the Company shall be concerned to see or enquire whether the borrowing limit has been observed. (f) For the purposes of this Article, the reference to figures appearing in the "group accounts" shall be those figures as appearing in the Company's group accounts prepared in accordance with the Companies Act 1985 as amended and substituted by the Companies Act 1989. (g) A certificate or report by the auditors for the time being of the Company as to the amount of the limit on borrowings or the amount of any borrowings or to the effect that the limit imposed by this Article has not been on will not be exceeded at any particular time or times shall be conclusive evidence of such amount or fact for the purposes of this Article. (h) Notwithstanding any other provision of this Article, the Board may at any time act in reliance on a bona fide estimate of the amount of the adjusted capital and reserves and if in consequence the limit herein before contained is inadvertently exceeded, an amount borrowed equal to the excess may be disregarded until the expiration of 90 days after the date on which by reason of a determination 33 of the Auditors, the publication of group accounts or an Interim Report or otherwise the Board became aware that such a situation has or may have arisen. 101. Power of Board to delegate the power to make calls -------------------------------------------------- If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Board may delegate to the person in whose favour such mortgage or security is executed, or to any person in trust for him, the power to make calls on the members in respect of such uncalled capital, and to sue in the name of the Company or otherwise for the recovery of moneys becoming due in respect of calls so made and go give valid receipts for such moneys, and the power so delegated such subsist during the continuance of the mortgage or security, notwithstanding any change of Directors, and shall be assignable if expressed so to be. 102. Signing of cheques and similar instruments ------------------------------------------ All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determined. C. INTERESTS OF DIRECTORS ---------------------- 103. Other office or place of profit under the Company - power of a Director ----------------------------------------------------------------------- to act in a professional capacity --------------------------------- A Director may hold any other office or place of profit under the Company in conjunction with his office of Director on such terms as to tenure of office, remuneration or otherwise as the Board may determine, and he or any firm in which he is interested may act in a professional capacity for the Company and he or such firm shall be entitled to remuneration (by way of salary, commission, fee, participation in profits, pension, superannuation or otherwise) for such services as if he were not a Director and such remuneration shall be charged as part of the Company's ordinary working expenses PROVIDED that nothing herein contained shall authorise a Director or any such firm to act as auditor to the Company or any company controlled by the Company. In this Article, "firm" includes "company". 104. Director may contract with the Company - disclosure of interest --------------------------------------------------------------- Subject as provided in the Statutes, no Director or intending Director shall be disqualified by his office from contracting with the Company, or any other company in which the Company may be interested, either with regard to his tenure of any such other office or place of profit as is referred to in Article 103 or as vendor, purchaser or otherwise. Further, subject, if and as required by Section 320, to the approval of the Company in general meeting, and save as provided in Sections 330 and 341, no such contract nor any other contract, transaction or arrangement (whether or not constituting a contract) entered into by or on behalf of the Company, or any other company in which the Company may be interested, in which any Director is in any way directly or indirectly interested (whether through persons connected with him or otherwise) shall be liable to be avoided, nor shall any Director 34 so contracting or being so interested be liable to account to the Company for any profit realised by any such contract, transaction or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established, PROVIDED that the nature of his interest (if not declared in accordance with the provisions of Article 106(c)) has been or is declared by him:- (i) at the meeting of the Board at which the question of entering into that contract, transaction or arrangement is first taken into consideration; or (ii) if the Director was not at the date of that meeting interested in the proposed contract, transaction or arrangement, at the next meeting of the Board after he became so interested; or (iii) if that contract, transaction or arrangement or proposed contract, transaction or arrangement is entered into or to be entered into not by the Company but by a company in which the Company is interested as to 1 per cent or more of the equity share capital of that company, at the next meeting of the Board after the Director became aware of his interest or the Company's interest in such contract, transaction or arrangement. 105. Restriction on voting - quorum - matters upon which a Director may vote ----------------------------------------------------------------------- (a) Save as herein provided, a Director shall not at any meeting of the Board vote in respect of any contract, transaction or arrangement (whether or not constituting a contract) or any proposal whatsoever in which he has any material interest (whether direct or indirect or through persons connected with him) otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the Company, and if he shall do so his vote shall not be counted, nor if he has a duty which conflicts or may conflict with the interests of the Company, nor shall he be counted in the quorum present upon a motion in respect of any such contract, transactions, arrangement or proposal. Subject to his complying with the provisions of these Articles and of the Statutes with respect to disclosure of his interest, these prohibitions shall not apply to:- (i) any contract, transaction, arrangement or proposal by a Director to underwrite shares or debentures or other securities of the Company or any of its subsidiaries or subsidiary undertakings; or (ii) any contract, transaction, arrangement or proposal for giving any Director any security or indemnity in respect of money lent by him to or obligations undertaken by him for the benefit of the Company, or any of its subsidiaries or for giving any security or indemnity to any other person, firm or company for any obligation of the Company, its holding company or any company controlled by the Company, in which that Director himself has assumed personal liability in whole or in part whether under a guarantee or indemnity, or by providing or agreeing to provide security or otherwise; or (iii) any contract, transaction, arrangement or proposal concerning any other company in which that Director is interested directly or indirectly, whether through a connected person or otherwise and whether as an officer or shareholder or otherwise PROVIDED that he is not the holder of or beneficially interested in 1 per cent or more of the issued equity share capital 35 of such company or of any third company through which his interest is derived or of the voting rights available to members of the relevant company (any such interest being deemed for this purpose to be a material interest in all the circumstances) and PROVIDED that there shall be disregarded any shares held by a Director as bare or custodian trustee and in which he has no beneficial interest, any shares comprised in a trust in which the Director's interest is in reversion or remainder if and so long as some other person is entitled to receive the income thereof and any shares comprised in an authorised unit trust scheme in which the Director is interested only as a unit holder; or (iv) any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefit scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval by the Board of Inland Revenue for taxation purposes; or (v) any proposal concerning the adoption of insurance cover for the Directors in accordance with the provisions of Article 175; or (vi) any arrangement fore the benefit of employees of the Company or of any of its subsidiaries (including, but not limited to, an employees' share scheme) under which the Director benefits in a similar manner to such employees and does not afford to any Director as such any privilege or advantage not generally afforded to the employees to whom such arrangement relates. (b) For the purposes of this Article:- (i) an interest of any person who is connected with a Director shall be taken to be the interest of that director; and (ii) in relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate in addition to any interest which the alternate has otherwise. 106. Offices and employment - ruling on materiality - power of members to -------------------------------------------------------------------- amend provisions of this Article - notice by a Director of his interest ----------------------------------------------------------------------- (a) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of 2 or more Directors to officers or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting by reason of being the holder of or beneficially interested in 1 per cent or more of any class of the equity share capital of any company in which the Company is interested or of any third company through which his interest is derived or of the voting rights available to members of the relevant company) shall be entitled to vote (and be counted in the quorum in respect of each resolution except that concerning his own appointment. (b) If any question shall arise at any meeting as to the materiality of a Director's interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing 36 to abstain from voting, such question shall be referred to the chairman of the meeting (or, if the Director concerned is the chairman, to the other Directors at the meeting) and his ruling in relation to any Director other than himself (or, as the case may be, the ruling of the majority of the other Directors in relation to the chairman) shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed. (c) A general notice in Writing given to the Board by any Director to the effect that:- (i) he is a member of a specified company or firm and is to be regarded as interested in any contract, transaction or arrangement which may, after the date of the notice, be made with that company or firm; or (ii) he is to be regarded as interested in any contract, transaction or arrangement which may after the date of the notice be made with a specified person who is connected with him; or (iii) he is to be regarded as having an interest of the nature and extent specitied in the notice in any contract, transaction or arrangement in which a specified person or class of persons is interested, shall (if such Director shall give the same at a meeting of the Board or shall take reasonable steps to secure that the same is brought up and read at the next meeting of the Board after it is given) be deemed to be a sufficient declaration of interest in relation to any such contract, transaction or arrangement. (d) Any interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his for the purposes of these Articles. 107. Disapplication of Articles 105 and 106 (a) ------------------------------------------ The provisions of Articles 105 and 106(a) may at any time be suspended or relaxed to any extent permitted by law, and either generally or in respect of any particular contract, arrangement or transaction and any transaction not duly authorised by reason of contravention of either of those Articles may be ratified, to the extent permitted by law, by the Company by ordinary resolution in general meeting. 108. Company not to make loans, quasi-loans or enter into credit ----------------------------------------------------------- transactions with Directors or shadow directors or connected persons -------------------------------------------------------------------- Save as permitted by the Statutes, the Board shall not:- (i) make a loan or a quasi-loan to or enter into a credit transaction as a creditor for a Director (including a shadow director) of the Company or any person connected with such a Director; or (ii) enter into any guarantee or provide security in connection with a loan or quasi-loan or credit transaction made by any person to or for such a Director or person so connected; or 37 (iii) take part in any arrangement whereby another person enters into such a transaction in return for a benefit from the Company or any subsidiary; or (iv) arrange for the assignment to it of any rights, obligations or liabilities of any such loan or quasi-loan to such a Director or persons so connected. For the purposes of this Article the expressions "quasi-loan", "credit transaction" and "shadow director" shall have the meanings ascribed to them in Sections 331(3), 331(7) and 741(2) respectively. 109. Director's places of profit in other companies ---------------------------------------------- Any Director may continue to be or become a director (executive or non- executive), managing director, manager or other officer, or employee or member of, or holder of any place of profit under, any other company which the Company may control or in which it may be interested, and no such Director shall be accountable for any remuneration or other benefits received by him as such. The Board may exercise the voting power conferred by the shares of any other company held or owned by the Company in such manner in all respects as it thinks fit (including the exercise thereof in favour of any resolution appointing members of the Board or any of them to be directors, managing directors, executive directors, managers or other officers or employees of, or holders of any places of profit under, such company, or voting or providing for the payment of remuneration to the directors, managing directors, executive directors, managers or other officers or employees of such company), and subject to Articles 104, 105 and 106 any Director of the Company may vote in favour of the exercise of such voting rights in manner aforesaid, notwithstanding that he may be, or be about to be, appointed or become a director, managing director, executive director, manager or other officer or employee or member of, or the holder of any place of profit under, such other company, and as such is or may become interested in the exercise of such voting rights in manner aforesaid. 110. Pension and superannuation funds - employees' share schemes - ------------------------------------------------------------- charitable subscriptions ------------------------ The Board may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds or share option or share incentive schemes or profit sharing schemes or trusts for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances, disability benefits or emoluments to (or to any person in respect of), any persons who are or were at any time in the employment or service of the Company, or of any company which is or was a subsidiary or a subsidiary undertaking of the Company or is or was allied to or associated with or controlled by the company or any such subsidiary or subsidiary undertaking or who are or were at any time Directors or officers of the Company or of any such other company as aforesaid, and hold or have at any time held any salaried employment or office in the Company or such other company, and the wives, husbands, widows, widowers, families and dependents of any such persons, and also establish and subsidise or subscribe to any institution, association, club or fund calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid, or of any such person as aforesaid, and make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for any charitable or benevolent objects or for any exhibition, or for any public, general or useful objective and do any of the matters aforesaid either alone or in conjunction with any 38 such other company as aforesaid. Subject always, if the Statutes shall so require, to particulars with respect to the proposed payment being disclosed to the members of the Company and to it being approved by the Company, any Director who holds or has held any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument. A Director or former Director shall not be accountable to the Company or the members for any benefit of any kind conferred under or pursuant to this Article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company. For the purposes of this Article, a company shall not be deemed to be a company which is or was allied to or associated with or controlled by the Company or any of its subsidiaries or subsidiary undertakings unless the Group beneficially owns or owned at the relevant date for the purposes of this Article 40 per cent or more of the equity share capital of the said company. 111. Power to make provision for employees ------------------------------------- The Board is hereby authorised to sanction (by resolution of the Board) the exercise of any power conferred upon the Company by Section 719. D. VACATION OF OFFICE OF DIRECTOR ------------------------------ 112. Vacation of office ------------------ The office of a Director shall be vacated in any of the following events, namely:- (i) if he ceases to be a Director by virtue of any provision of the Statues or he becomes prohibited otherwise by law from being a Director; or (ii) if he becomes bankrupt, has a receiving order made against him or makes any arrangement or composition with his creditors generally; or (iii) if he is, or may be, suffering from mental disorder and either:- (a) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960 or, in any other jurisdiction, in pursuance of an application or otherwise under similar legislation, or (b) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of any person to exercise powers with respect to his property or affairs; or (iv) if he resigns his office by notice in Writing to the Company sent to or deposited at the Office; or 39 (v) if, in the case of a Director who holds any executive office with the Company or any subsidiary, his appointment as such is terminated or expires and the Directors resolve that his office be vacated; or (vi) if he is absent for more than 6 consecutive months without permission of the Directors from meetings of the Directors held during that period and his alternate Director (if any) shall not during such period have attended in his stead and the Directors resolve that his office be vacated; or (vii) if he is requested in Writing by all the other Directors to resign. E. MANAGING AND EXECUTIVE DIRECTORS -------------------------------- 113. Appointment of Managing and Executive Directors ----------------------------------------------- The Board may from time to time appoint any one or more of the Directors of the Company to any executive office, including the offices of executive chairman, executive vice-chairman, executive deputy chairman, Chief Executive, Managing Director or to any other executive office or employment under the Company and subject to the Statutes such appointment may be for such period and on such terms (as to remuneration and otherwise) as it thinks fit and, subject to the provisions of any contract between him and the Company, the Board may revoke such executive appointment or vary the terms thereof. Any resignation from office given by a Director to the Company pursuant to Article 112(iv) shall have effect without prejudice to any claim by either against the other for damages for breach of any contract of service between the relevant Director and the Company. 114. Remuneration for special or additional services ----------------------------------------------- A Director appointed to the office of Chief Executive or Managing Director or other executive office or any Director who discharges any special duty or function or otherwise performs services any of which in the opinion of the Board are beyond the attention necessary for the performance of or are outside the scope of his ordinary duties as a Director or who goes or resides abroad on the business of the Company shall receive such additional remuneration (whether by way of salary, commission or participation in profits or otherwise) as the Board may determine. Any remuneration payable to any Executive Director pursuant to this Article may if the Director concerned so requires and if the Board so agrees consist in whole or in part of payments by way of pension contributions or premiums therefor, whether pursuant to a pension scheme or otherwise. 115. Powers of Directors holding executive office -------------------------------------------- The Board may entrust to and confer upon any Director appointed to the office of Chief Executive or Managing Director or other executive office any of the powers exercisable by them as a Board, other than the power to make calls or forfeit shares, upon such terms and conditions and with any such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw or vary all or any of such powers. 40 F. ROTATION AND REMOVAL OF DIRECTORS --------------------------------- 116. One-third of the Directors to retire annually --------------------------------------------- Subject to the provisions of the Statutes and these Articles, one-third of the Directors for the time being, or, if their number is not 3 or a multiple of 3, the number nearest to but not exceeding one-third, shall retire from office at the annual general meeting in every year PROVIDED that if in any year the number of Directors who are subject to retirement by rotation shall be 2, one or such Directors shall retire and, if in any year there shall be only one Director who is subject to retirement by rotation, that Director shall retire. The Directors to retire by rotation shall include (so far as it is necessary to obtain the number required) any Director who wishes to retire and not offer himself for re- election. 117. Retiring Director to hold office until dissolution of meeting ------------------------------------------------------------- A director retiring at a meeting shall retain office until the dissolution of that meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost (in which case his retirement will take place upon the determination of the resolution). A retiring Director who is re-elected or deemed to have been re-elected will continue in office without break. 118. Directors who are to retire by rotation --------------------------------------- Subject to the provisions of the Statutes and of these Articles, the Directors to retire in every year shall be those who have been longest in office since their last appointment, but as between persons who became or were last re- appointed Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-appointment. 119. When a retiring Director is deemed re-appointed ----------------------------------------------- The Company at the meeting at which a Director retires under any provision of these Articles may by ordinary resolution fill up the vacated office by appointing the retiring Director or (subject to the provisions of the Statutes) some other person thereto, and in default the retiring Director, if willing to act, shall be deemed to have been re-appointed, except in any of the following cases:- (i) where at such meeting it si expressly resolved not to fill up such office or a resolution for the re-election of such Director is put to the meeting and lost; or (ii) where such Director has given notice in Writing to the Company that he is unwilling to be re-elected; or (iii) where the default is due to the moving of a resolution in contravention of the next following Article; or (iv) where such Director has attained any retiring age applicable to him as Director. 41 120. Each re-appointment to be voted on separately --------------------------------------------- At a general meeting a motion for the appointment of 2 or more persons as Directors of the Company by a single resolution shall not be made unless a resolution that it shall be so made has been first agreed to by the meeting without any vote being given against it and, for the purposes of this Article, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment. 121. Notice required of an intention to propose a new Director --------------------------------------------------------- No person other than a Director retiring at the meeting shall, unless recommended by the Board for appointment, be eligible for appointment to the office of Director at any general meeting unless, not less than 6 nor more than 48 clear days before the day appointed for the meeting, there shall have been given to the Company at the Office notice in Writing by some member not being the person proposed duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for appointment, stating the particulars which would, if he were appointed, be required to be included in the Company's register of Directors and also notice in Writing signed by the person to be proposed of his willingness to be appointed, such notice of willingness to be appointed not having been withdrawn. The Board shall take all reasonable steps to cause the Company to give notice of each and every candidate for appointment to the office of Director to members at least 4 days prior to the meeting at which the appointment is to take place. 122. Increase or reduction in permitted number of Directors - casual --------------------------------------------------------------- vacancies - additional Directors -------------------------------- Without prejudice to the next following Article, the Company may from time to time by ordinary resolution increase or reduce the number of Directors, and may also determine in what rotation such increased or reduced number is to go out of office, and may appoint any person to be a Director either to fill a casual vacancy or as an additional Director. 123. Appointment of Director to fill a casual vacancy or as an additional -------------------------------------------------------------------- director - retirement at next following annual general meeting -------------------------------------------------------------- The Board shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an additional Director, but so that the total number of Directors shall not at any time exceed any maximum number fixed in accordance with these Articles. Subject to the provisions of these Articles, any director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for election. Any Director who retires under this Article shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. 124. Removal of Director by ordinary resolution ------------------------------------------ The Company may, by ordinary resolution of which special notice has been given in accordance with Section 379, remove any Director before the expiration of his period of office, and my, by ordinary resolution, appoint another person in his stead. The person so appointed shall be subject to 42 retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last appointed a Director. Nothing in this Article shall be taken as depriving any Director removed hereunder of compensation or damages payable to him in respect of the termination of his appointment as a Director or of any executive appointment ipso facto terminating with his appointment as a Director. G. ALTERNATE DIRECTORS ------------------- 125. A Director may appoint an alternate - powers of alternate - approval -------------------------------------------------------------------- of alternate by two-thirds majority - revocation of appointment of ------------------------------------------------------------------ alternate - remuneration of alternate ------------------------------------- (a) Any Director may at any time appoint any other Director or appoint any other person willing to act (whether a member of the Company or not) to be his alternate; and every such alternate shall (subject to his giving to the Company an address either within the United Kingdom or of an office of the Company outside the United Kingdom at which notices may be served, including by facsimile or telex, upon him) be entitled (during any period of absence which his appointor has notified in Writing to the Secretary) to notice of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to have and to perform all the functions of his appointor as a Director in his absence (other than the power to appoint an alternate of the Director appointing him) PROVIDED that no such appointment of any person not being a Director shall be operative unless or until the approval of the Directors by a majority consisting of at least two-thirds of all the Directors shall have been given. (b) The Directors may at any time, by a majority consisting of at least two- thirds of all the Director's, revoke the appointment of an alternate Director. A Director may at any time revoke the appointment of an alternate appointed by him, and appoint another person in his place (subject always to the proviso to paragraph (a) of this Article), and if a Director shall die or otherwise cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine PROVIDED that, if any Director retires whether by rotation or otherwise but is re-appointed by the meeting at which such retirement took effect or is deemed to have been re-appointed by the meeting at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his re-appointment as if he had not so retired. (c) Any appointment or revocation by a Director under this Article shall be effected by notice in Writing to the Company under the hand of the Director making the same or in any other manner approved by each of the other Directors of the company for the time being in office, and any such notice if sent to or left at the Office shall be sufficient evidence of such appointment or revocation. (d) Every such alternate shall be an officer of the Company and shall alone be responsible to the Company for his own acts and defaults, and he shall not be deemed to be the agent of the Director appointing him. 43 (e) The remuneration of any such alternate shall be payable out of the remuneration payable to t he Director appointing him, and shall consist of such portion (if any) of the last mentioned remuneration as shall be agreed between such alternate and the Director appointing him. The alternate shall however be entitled to be paid his expenses and to indemnified by the Company to the same extent as the Director appointing him. H. PROCEEDINGS OF DIRECTORS ------------------------ 126. Meetings of the Board - determination of questions - chairman's --------------------------------------------------------------- casting vote - convening of meetings ------------------------------------ The Board may meet for the despatch of its business, adjourn and otherwise regulate meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes the chairman of the meeting shall have a second or casting vote. A Director who is also an alternate Director shall be entitled, in the absence of his appointer, to a separate vote on behalf of the Director he is representing in addition to his own vote. Any Director may, and the Secretary on the requisition of any Director shall, at any time summon a meeting of the Board. Due notice of any meeting of the Board shall be given to each Director (or, during any period of absence which he has notified in Writing to the Secretary stating or indicating that during such absence notices should be sent to his alternate, to any alternate Director appointed by him in accordance with Article 125) either personally or by sending the same by facsimile, telex or through the post addressed to him (or, as the case maybe, his alternate) at the address in the United Kingdom given by him or his alternate to the Company or (if he or, as the case may be, his alternate is resident outside the United Kingdom) to the address of the overseas office of the Company specified by him or his alternate to the Company. 127. Quorum and attendance by telephone ---------------------------------- (a) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be 3. For the purposes of this Article an alternate Director shall be counted in a quorum but so that no less than 2 separate individuals present in person or by telephone shall constitute the quorum. To count in a quorum, any Director who is present by telephone must be fully able to hear and participate in the proceedings. (b) For the purpose of determining whether a quorum exists for the transaction of the business of the Board: - (i) in the case of a resolution of directors (or their alternates), who would (if attending a meeting) comprise a quorum, in telephonic communication with one another, any such resolution shall be as valid and effective as if passed at a meeting of the Board duly convened and held; (ii) in the case of a meeting of the Board, in addition to the Directors and alternate Directors (if any) and physically present at the meeting, any Director or alternate Director in 44 telephonic communication with such meeting shall be counted in the quorum and shall be entitled to vote. 128. Restricted powers of Directors to act if number falls below prescribed ---------------------------------------------------------------------- minimum ------- The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their body, but if and so long as the number of Directors is reduced below the minimum number of Directors fixed by or in accordance with these Articles, or fixed as the quorum necessary for the transaction of the business of the Board, the continuing Directors or Director may act for the purpose of filling up vacancies in their body or of summoning general meetings of the Company, but not for any other purpose. If there be no Directors or Director able or willing to act, then any 2 members may summon a general meeting for the purpose of appointing Directors. 129. Chairman of the Board --------------------- The Directors (if they think fit) may from time to time elect and remove a chairman or vice-chairman of their meetings and one or more deputy chairmen of their meetings and determine the period for which they are respectively to hold office. The chairman or in his absence the vice-chairman or one of the deputy chairmen shall preside at all meetings of the Board, but if there be no chairman, vice-chairman or any deputy chairmen or if at any meeting none of the chairman, the vice-chairman or any of the deputy chairmen be present and willing to act within 5 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. As between he deputy chairmen present and in default of an agreement between them, the chair shall be taken by the deputy chairman who has since his last appointment been longer in that office. 130. Validity of written resolution of Directors ------------------------------------------- A written resolution signed by all the Directors entitled to receive notice of a meeting of the Board or of a committee of the Board shall be as effective as a resolution passed at a meeting of the Board or of a committee of the Board duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors concerned. The signature of an alternative Director for the time being appointed as alternate for any Director who has not signed shall be deemed for the purposes of this Article to be the signature of the Director by whom the alternate is so appointed PROVIDED that at the time of such signature by any alternate it is, in the reasonable opinion of the Secretary, impracticable to obtain the signature of the Director who had appointed him. A resolution executed by an alternate need not also be executed by his appointor and, if it is executed by a Director who has appointed an alternate, it need not also be executed by the alternate in that capacity. For the purposes of this Article, any signature may be affixed to a facsimile copy of the resolution and any signed resolution shall be valid if the Company receives the original or a copy by facsimile. 45 131. Powers of a quorum of the Board ------------------------------- A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Board. 132. Delegation of powers to a Director ---------------------------------- The Board may entrust to and confer upon any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby. 133. Appointment of committee of the Board ------------------------------------- The Board may delegate any of its powers to committees consisting of such members or member (including alternate Directors) of its body as it thinks fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Board. Any such regulations may, inter alia, provide for or authorise the co-option to the committee of persons other than Directors and for such co-opted persons to have voting rights as members of the committee PROVIDED that such co-opted persons shall be a minority of the committee in number and resolutions of such committee shall not be effective unless a majority of the members of the committee present at the meeting and voting in favor are Directors or alternate Directors. 134. Proceedings of a committee of the Board of Directors ---------------------------------------------------- The meetings and proceedings of any committee appointed pursuant to Article 133 and including 2 or more members of the Board shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations made by the Board under Article 133. 135. Validity of acts of the Board or of a committee of the Board or of a -------------------------------------------------------------------- Director -------- All acts done bona fide by any meeting of the Board, or of a local board or of a committee of the Board, or by any person acting as a Director or pursuant to any resolution duly and validly passed by the Directors or by a committee of the Board shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any person acting as aforesaid, or that they or any of them were disqualified from holding office, or had vacated office, or were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or committee member (as the case may be) and had been entitled to vote. 46 I. MINUTES ------- 136. Minutes ------- The Board shall cause minutes to be made of: (i) all appointments of officers made by the Board; and (ii) the names of the Directors (and any alternate Directors) present at each meeting of the Board and of any local board or committee of the Board; and (iii) all resolutions and proceedings at all meetings of the Company, of the holders of any class of shares of the Company, of the Board and of local boards and committees of the Board. Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting, shall be evidence of the proceedings. J. SECRETARY --------- 137. Appointment of and acts of the Secretary ---------------------------------------- (a) The Secretary and any joint Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any such Secretary so appointed may be removed by the Board, but without prejudice to any claim which such Secretary may have against the Company. (b) No person shall be appointed to the office of Secretary or joint Secretary unless he is duly qualified or eligible under one or more of the categories specified in Section 286. (c) The Board may, at any time and from time to time, appoint one or more persons qualified or eligible under one or more of the categories specified in Section 286 to be deputy and/or assistant Secretary and anything required or authorised to be done by or to the Secretary may be done by or to any deputy and/or assistant Secretary so appointed; any deputy and/or assistant Secretary may be removed by the Board. K. THE SEAL -------- 138. Custody and use of the Seal --------------------------- (a) The Board shall provide for the safe custody of any Seal, Securities Seal and other official seal and, subject to Articles 14 and 15, no such seal shall be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by the Board in that behalf. The Board may determine whether or not any instrument to which the Seal or Securities Seal or any other official seal is affixed shall be signed; but, if it is to be signed, at least 47 one Director and such other person as the Board may appoint for the purpose shall sign every instrument to which such seal shall be affixed and in favor of any purchaser or person bona fide dealing with the Company such signatures, or a certified copy of the Board resolution resolving that such instrument to which such seal has been affixed need not be so signed, shall be conclusive evidence of the fact that such seal has been properly affixed. Subject as aforesaid, the Board may from time to time make such regulations as it sees fit (subject to the provisions of Article 14 in relation to warrants, Article 15 in relation to share certificates and Article 20 in relation to certificates of debenture stock or loan capital or any other securities comprising the share or loan capital of the Company) determining the persons and the number of such persons in whose presence the Seal, Securities Seal or other Official Seal shall be used, and until otherwise so determined such seal shall be affixed in the presence of one Director and the Secretary or of 2 Directors. (b) To the extent permitted by law, a document which is signed by a Director and the Secretary, or by two Directors, and expressed (in whatever form of words) to be executed by the Company shall have the same effect as if it were under seal and a document so executed which: - (i) is intended by the person or persons making it to be a deed, and (ii) makes that fact clear on the face of such document (in whatever form of words) shall have effect, upon delivery, as a deed; and it shall be presumed, unless a contrary intention is proved to be deliver upon its being so executed. 139. Official seal for use overseas ------------------------------ The Company may have one or more official seals for use overseas under the provisions of the Statutes where and as the Board shall determine. The Company may in Writing under the Seal appoint any agent or committee to be the duly authorised agent of the company for the purpose of affixing and using abroad any such official seal and may impose such restrictions on the use thereof as shall be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such official seal. L. AUTHENTICATION OF DOCUMENTS --------------------------- 140. Authentication of documents by Directors, Secretary or any other ---------------------------------------------------------------- person appointed by the Board ----------------------------- Any Director or the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Board or any committee of the Board, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Board as aforesaid. 48 A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee of the Board which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minute or extract is a true and accurate record of proceedings at a duly constituted meeting. V. DIVIDENDS AND DISTRIBUTIONS --------------------------- 141. Distribution of profits ----------------------- The Company may be ordinary resolution declare dividends and such dividends shall be paid to the members in accordance with their respective rights and priorities in existence from time to time, and subject thereto in paying a dividend on the Ordinary Shares PROVIDED that: (i) no such dividend shall exceed the amount recommended by the Board; and (ii) generally no dividend or other distribution (as so defined) shall be declared or made otherwise than in accordance with the provisions of the Statutes as they from time to time apply to the Company. 142. Dividends only payable on paid up and called up capital ------------------------------------------------------- Subject to the rights of person, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share. All dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, except that, if any share is issued on terms that it shall rank for dividend as if paid up (in whole or in part) as from a particular date, such share shall rank for dividend accordingly. 143. Interim dividends ----------------- Subject to the provisions contained in Articles 141 and 142 and to the provisions of the Statutes, the Board may: (i) from time to time pay to the members such interim dividends as appear to the Board to be justified by the profits of the Company available for distribution; (ii) pay half-yearly or at other suitable intervals to be settled by the Board any dividend expressed to be payable at a fixed rate if it is of the opinion that the profits of the Company justify the payment; (iii) if at any time the share capital of the Company is divided into different classes, declare and pay interim dividends in respect of those shares in the capital of the Company which 49 confer on the holders thereof deferred or non-preferred rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividends; but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear; and PROVIDED that the Board acts bona fide the Directors shall not incur any responsibility to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares in the capital of the Company having deferred or non-preferred rights. 144. Record dates for dividend payments and capitalisation distributions ------------------------------------------------------------------- Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares in the capital of the Company, any resolution resolving to pay a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to capitalisation issues to be effected pursuant to Article 153. 145. Deduction from dividends of unpaid calls ---------------------------------------- The Board may deduct from any dividend or other moneys payable to any member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. 146. Company may retain unclaimed dividends -------------------------------------- The payment by the Board of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All unclaimed dividends or other moneys payable on or in respect of a share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed; but so that any such dividend unclaimed after a period of 12 years from the date of declaration shall be forfeited and shall revert to the Company. No dividend shall bear interest as against the Company unless otherwise provided by the rights attached to the share. 147. Dividend warrants ----------------- Any dividend or other moneys payable on or in respect of a share may be paid by cheque or warrant sent through the post to the registered addresses of the member or person entitled thereto, and in the case of joint holders to the registered address of the joint holder who is first named on the Register, or to such person and such address as the holer or joint holders may direct by notice in Writing to the Company signed by such holder or holders. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or of such other person as the holder 50 or joint holders may direct by notice in Writing to the Company signed by such holder or holders, and payment of the cheque or warrant, if purporting to be duly endorsed, or where unendorsed appearing to have been duly paid by the banker on whom it is drawn, shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby. Any such dividend or other money may also be paid by any other usual or common banking method (including, without limitation, direct debit, bank transfer and electronic funds transfer). 148. Any joint holder may give receipt for a dividend ------------------------------------------------ If several persons are registered as joint holders of a share or are entitled thereto in consequence of the death, bankruptcy or mental disorder of the holder or by operation of law or any other event, any one of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share. 149. Company not obliged to send dividend warrants to untraced shareholders ---------------------------------------------------------------------- (a) Without prejudice to the Company's rights under Articles 145 and/or 146, if on 2 consecutive occasions cheques or warrants in payment of dividends or otehr moneys payable on or in respect of any shares have been sent through the post in accordance with the provisions of these Articles but have been returned undelivered or left uncashed during the periods fro which the same are valid, the Company need not thereafter despatch further cheques or warrants in payment of dividends or otehr moneys payable on or in respect of the share in question until the holder or other person entitled thereto shall have communicated with the Company and supplied to the Company, by notice in Writing signed by such holder or other person, an address for the purpose. (b) The Board may exercise the powers of the Company conferred by paragraph (a) of this Article in respect of any dividend or other such payment falling due to be paid 1 month after notice of the Company's intention to exercise such powers has been served on the relevant member by recorded delivery post. (c) All moneys represented by warrants or cheques not despatched by the Company under the provisions of paragraph (a) of this Article shall be deemed to be unclaimed dividends or moneys and the provisions of Article 146 shall apply thereto. 150. Payment of dividend in specie ----------------------------- A general meeting declaring a dividend may, upon the recommendation of the Board, direct payment of such dividend wholly or in part by the distribution of specific assets, and in particular of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways, and the Board shall give effect to such resolution; and where any difficulty arises in regard to the distribution it may settle the same as it thinks expedient and in particular may issue fractional certificates, and may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments shall be made to any members upon the footing 51 of the values so fixed, in order to adjust the rights of members, and may vest any specific assets in trustees upon trust for the persons entitled to the dividend as may seem expedient to the Board, and generally may make such arrangements for the allotment, acceptance and sale of such specific assets or fractional certificates, or any part thereof, and distribution of the cash proceeds of any sale or of the cash equivalent to any member or members and otherwise as they think fit. 151. Scrip dividends --------------- The Board may, with the sanction of an ordinary resolution of the Company, offer to the holders of Ordinary Shares the right to elect to receive an allotment of additional Ordinary Shares, credited as fully paid, in whole or in part, instead of cash in respect of any dividend which is specified in the applicable ordinary resolution or such part of such dividend as the Board may determine. The following provisions shall have effect: (i) Any such ordinary resolution may specify a particular dividend or may specify all or any dividends falling to be declared or paid during a specified period, being a period expiring not later than five years after the date of the meeting at which the resolution is passed. (ii) The basis of allotment shall be determined by the Board so that, as nearly as may be considered convenient, the value (calculated by reference to the average quotation) of the additional Ordinary Shares (including any fractional entitlement) to be allotted instead of any cash amount of dividend shall be equal to such amount. for such purpose the "average quotation" of an Ordinary Share shall be the average of the middle market quotations (less the relevant dividend unless the Ordinary Shares are already quoted ex such dividend) on The Stock Exchange (derived from the Daily Official List of the Stock Exchange or any similar publication) on at least 5 consecutive dealing days selected by the Board, but commencing no earlier than the day upon which the proposed relevant dividend is announced by the Board. (iii) The Board shall give notice in Writing to the holders of the Ordinary Shares of the rights of election offered to them and shall send with or following such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective. (iv) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which the said election has been duly exercised (the "elected ordinary Shares") and instead thereof additional Ordinary Shares shall be allotted to the holders of the elected ordinary Shares on the basis of allotment determined as aforesaid. For such purpose the Board shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account and capital redemption reserve) or profit and loss account as the Board may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allowed on such basis and apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to and amongst the holders of elected Ordinary Shares on such basis. 52 (v) The additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend (or share election in lieu). (vi) The Board may do all acts and things which it considered necessary or expedient to give effect to any such offer and capitalisation, with power to make such provisions as it thinks fit for dealing with shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded or rounded up or the benefit of fractional entitlements accrues to the Company rather than to the members concerned). The Board may authorise any person on behalf of all the members concerned to enter into an agreement with the Company providing for such capitalisation and matters incidental thereto and an agreement made under such authority shall be effective and binding on all persons concerned. (vii) Notwithstanding anything to the contrary in this Article, the Board may make such exclusions from any offer of rights of election to holders of Ordinary Shares as it may think fit in the light of any legal or practical problems under the laws of, or the requirements of any regulatory ore stock exchange authority in, any territory. VI. RESERVES -------- 152. Board may carry profits to reserve - investment of reserves - carry ------------------------------------------------------------------- forward of profits ------------------ The Board may, before recommending any dividend, whether preferential or otherwise, carry to reserve out of the profits of the Company (including any premiums received upon the issue of debentures or other securities of the Company) such sums as they think proper as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments other than shares of the Company or of its holding company (if any) as the Board may from time to time think fit. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to divide. VII. CAPITALISATION OF PROFITS ------------------------- 153. Capitalisation issue -------------------- (a) The Company in general meeting may upon the recommendation of the Board at any time and from time to time, subject as hereinafter provided, by ordinary resolution resolve: (i) to capitalise any undivided profits of the Company (whether or not the same could have been distributed as dividend under the provisions of Article 141 and including profits carried forward or standing to any reserve) or any sum carried to reserve as a result of the sale or revaluation of the assets of the Company (other than goodwill) or any part thereof 53 or any sum standing to the credit of the Company's share premium account or any capital redemption reserve fund; (ii) that the Board be authorised and directed to appropriate the profits or sum resolved to be capitalised to the members in proportion to the nominal amount of Ordinary Shares (whether or not fully paid up) held by them respectively which would entitled them to participate in a distribution of that sum if the shares were fully paid up and the sum were then distributable and were distributed by way of dividend and to apply such profits or sum on their behalf, either in or towards paying up the amounts, if any, for the time being unpaid on any shares, debentures or other securities held by such members respectively, or in paying up in full unissued shares, debentures or other securities of the Company of a nominal amount equal to such profits or sum, and to allot and distribute such shares, debentures or other securities credited as fully paid up, to and amongst such members, or as they may direct, in the proportion aforesaid, or partly in one way and partly in the other; (iii) that any shares allotted under this Article to any member in respect of a holding by him of any partly paid Ordinary Shares shall, so long as such ordinary Shares remain partly paid, rank for dividends only to the extent that such partly paid Ordinary Shares rank for dividend; (iv) to make such provision by ignoring fractions or by payment in cash or otherwise as they determine in the case of the shares or debentures becoming distributable in fractions; (v) to authorise any person, on behalf of all the members concerned, to enter into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, or any further shares to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members; and (vi) generally to do all acts and things required to give effect to such resolution as aforesaid; PROVIDED that: (aa) the share premium account and the capital redemption reserve fund and any such profits which could not have been distributed as dividend under the provisions of Article 141 may, for the purposes of this Article, only be applied in the paying up of unissued shares to be issued to members credited as fully or partly paid; and (bb) no unrealised profits shall be applied in paying up any debentures of the Company or any amount unpaid on any share in the capital of the Company. (b) This Article is subject to any special conditions which may be attached to any shares hereafter issued, or upon which any shares may for the time being be held. 54 154. Board to effect capitalisations ------------------------------- Whenever a resolution is passed in pursuance of Article 156 the Board shall either: (i) allot unissued shares, debentures or other securities of the Company, as the case may be, to the amount authorised by the resolution credited as fully paid up amongst the holders of the shares entitled to participate therein as nearly as may be in proportion to the number of such last- mentioned shares held by them respectively with full power to the Board to make such provisions by way of the issue of fractional certificates or otherwise as they think fit for the case of fractions, and prior to such allotment the Board may, if thought fit, authorise any person, on behalf of all the members to be entitled to the said shares, debentures or other securities of the Company, to enter into an agreement with the Company providing for the allotment to them in the proportion aforesaid credited as fully paid up of the shares, debentures or other securities authorised by the resolution to be distributed amongst them, and any agreement made under such authority shall be effective and binding on all the holders of the said shares, debentures or other securities of the Company for the time being; and the Board shall have power generally to do all acts and things required to give effect to such resolutions as aforesaid. Whenever on any issue of shares, debentures or other securities of the Company in pursuant of Article 153 the value of a fractional entitlement thereof shall be less than the Minimum Amount in respect of any member, the proceeds of sale (after the deduction of the proper expenses of such sale) of each and every such fractional entitlement amounting to less than the Minimum Amount shall belong to and be vested in the Company. For the purpose of giving effect to any such sale, the Board may authorise some person to transfer the securities sold to the purchase thereof and the purchaser shall be registered as the holder of the securities comprised in any such transfer and he shall not be bound to see the application of the purchase money nor shall his title to the said securities be affected by any irregularity or invalidity in the proceedings relating to the sale; and/or (ii) (if the resolution so specifies) apply such profits or sum on behalf of the members entitled thereto in paying up the amounts, if any, unpaid on any shares, debentures or other securities held by such members. VIII. ACCOUNTS AND AUDIT ------------------ 155. Keeping of accounts and retention and location of accounting records -------------------------------------------------------------------- (a) The Board shall cause to be kept proper accounts and accounting records in accordance with the requirements of the Statutes. (b) The accounting records shall be kept at the office or (subject to the provisions of the Statutes) at such other place as the Board thinks fit, and shall always be open to inspection by the Directors and any other officers of the Company. No member (other than an officer of the Company) shall h ave any right of inspecting any account or book or document of the Company 55 except as conferred by law (including the Statutes) or authorised by order of the court or by the Board or by the Company in general meeting. 156. Accounts to be laid before general meetings ------------------------------------------- The Directors shall from time to time, in accordance with the provisions of the Statutes, cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are specified in the Statutes. 157. Auditors' report ---------------- The Auditors' report shall be read before the Company in general meeting and shall be open to inspection as required by the Statutes. 158. Reports and accounts to be delivered to members, debenture holders and ---------------------------------------------------------------------- auditors -summary financial statements -------------------------------------- (a) Subject to the provisions of paragraph (b) below and of Article 165, a printed copy of the Directors' and auditors' reports accompanied by printed copies of the balance sheet, profit and loss account and other documents required by the Statues to be annexed to the balance sheet (together the "Statutory Accounts") shall, not less than 21 clear days prior to the annual or other general meeting at which it is proposed to lay such documents before members, be delivered or sent by post to the registered address of every member and holder of debentures of the Company and to the auditors and to every other person, if any, who is entitled by these Articles or the Statutes to receive copies of such documents and/or notices of meetings from the Company. Upon a listing of all or any of the shares or securities comprising the share or loan capital of the Company being for the time being granted on The Stock Exchange (or on any other stock exchange in the United Kingdom or elsewhere), the required number of copies of each of these documents shall at the same time be forwarded to the appropriate officer of such stock exchange. (b) The Company may, insofar as is permitted by the Statutes and without prejudice to the right of any member who wishes to receive the Statutory Accounts to require the Statutory Accounts to be sent to him, send to members summary financial statements which comply with the provisions of the Statutes ("Summary Financial Statements") in lieu of the Statutory Accounts, such Summary Financial Statements to be sent not less than 21 clear days prior to the annual or other general meeting at which the Statutory Accounts of which the Summary Financial Statements are a summary are to be laid as provided in paragraph (a) of this Article. Upon a listing being granted as stated in paragraph (a) above, there shall be forwarded to The Stock Exchange (as provided above) such number of copies of any Summary Financial Statements as may for the time being be required under its regulations or practice. 159. Cases in which reports and accounts need not be delivered --------------------------------------------------------- The last preceding Article shall not require a copy of the Statutory Accounts or Summary Financial Statements to be sent to more than one of any joint holders or to any person of whose 56 address the Company is not aware, but any member or holder of debentures or person entitled by the Statutes or these Articles to receive a copy of the Statutory Accounts or Summary Financial Statements to whom a copy has not been sent shall be entitled to receive a copy free of charge on application at the Office. 160. Appointment of auditors ----------------------- Auditors shall be appointed, and their duties, powers, rights and remuneration regulated, in accordance with the provisions of the Statutes from time to time in force. 161. Accounts to be audited annually ------------------------------- At least once in every financial year of the Company the accounts of the Company shall be examined and the balance sheet, profit and loss account and the Group accounts, if any, reported upon by an auditor or auditors. 162. Validity of acts of auditors ---------------------------- Subject to the provisions of the Statutes, all acts done by any person acting as an auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment. 163. Right of auditors to receive notice of and attend and speak at general ---------------------------------------------------------------------- meetings -------- The auditor shall be entitled to attend any general meeting and to receive all notices of and other communications relating to any general meeting which any member is entitled to receive, and to be heard at any general meeting on any part of the business of the meeting which concerns him as auditor. NOTICES ------- 164. Notices to be in Writing ------------------------ Save as otherwise provided in these Articles, any notice to be given to or by any person pursuant to these Articles shall be in Writing, except that a notice calling a meeting of the Board need not be in Writing. 165. Service of notices ------------------ Save as otherwise provided in these Articles, any notice in Writing or document (including a shares certificate) may be served by the Company on any member either personally or by sending it through the post in a prepaid cover addressed to such member, or by delivery in a cover addressed to such member, at his address as appearing in the Register or such other address as he may from time to time notify in Writing to the Company as his address for service. 57 166. Persons becoming entitled to shares to be bound by notices ---------------------------------------------------------- Every person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by any notice given by the Company other than a notice issued by authority of Article 10 in respect of such share which, before his name and address are entered in the register, shall have been duly given to the person from whom he derives his title to such share. 167. Notice to joint holders ----------------------- In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders. 168. Members registered outside the United Kingdom entitled to give an ----------------------------------------------------------------- address for service in the United Kingdom ----------------------------------------- Any member described in the Register by an address not within the United Kingdom who shall from time to time give to the Company an address within the United Kingdom at which notices may be served upon him shall be entitled to have notices served upon him at such address, but, save as aforesaid, no member other than a member described in the Register by an address within the United Kingdom shall be entitled to receive any notice from the Company. 169. Member present at general meeting deemed to have received notice ---------------------------------------------------------------- Any member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. 170. Advertisement of notice ----------------------- Any notice (in Writing or otherwise) required to be given by the Company to the members of any of them and not provided for by or pursuant to these Articles shall be sufficiently given if given by advertisement which shall be inserted once in 2 leading national daily newspapers published in the United Kingdom. 171. When service effected --------------------- Any notice in Writing or other document, if served by post, shall be deemed to have been given on the day following that on which the envelope containing the notice was posted and in proving such service it shall be sufficient to prove that the envelope containing the notice or document was properly addressed and duly posted. A notice to be given by advertisement shall be deemed to have been served on the day on which the advertisement appears. 58 172. Service of notice on or delivery of document to be deceased or -------------------------------------------------------------- bankrupt member --------------- A notice may be given by the Company to the person entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member addressed to that person by name, or by the title of representative of the deceased or trustee of the bankrupt or by any like description at the address, if any, within the United Kingdom supplied for that purpose by the person claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operative event had not occurred and such notice shall be deemed a sufficient service of such notice on all persons interested (whether jointly with or as claiming through or under him) in the share. 173. Convening of meetings by advertisement -------------------------------------- If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable to send notices through the post to addresses in the United Kingdom and is thereby prevented from effectively convening a general meeting by post, a general meeting may be convened so far as concerns members whose addresses in the Register or given pursuant to Article 168 are within the United Kingdom, by a notice advertised in at least 2 leading national daily newspapers published in the United Kingdom and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post if at least 4 days prior to the day of the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable. I. WINDING-UP ---------- 174. Distribution of assets in specie -------------------------------- In the winding-up (whether the liquidation is voluntary, under supervision or by the court) of the Company the liquidator may, with the authority of an extraordinary resolution and any other sanction required by the Statues, divide among the members in specie the whole or any part of the assets of the Company, whether or not the assets shall consist of property of one kind, and may for such purposes set such value as he deems fair upon any one or more class or classes of property, and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like authority, shall think fit, and the liquidation of the Company may be compelled to accept any shares in respect of which there is a liability. II. INDEMNITY AND INSURANCE ----------------------- 175. Indemnity and insurance for Directors and other officers -------------------------------------------------------- (a) Subject to the provisions of the Statutes, but without prejudice to any indemnity to which he may otherwise be entitled, every Director or other officer or auditor of the Company shall be 59 indemnified out of the assets of the Company against any liability, loss or expenditure incurred by him in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to be done or alleged to have been done or omitted to be done by him given in his favour or in which he is acquitted or which are otherwise disposed of without any finding or admission of guilt or breach of duty on his part or incurred in connection with any liability in respect of any such act or omission or from liability to pay any amount in respect of shares acquired by a nominee of the Company. (b) To the extent permitted by the Statues, the Directors may arrange insurance cover at the cost of the Company in respect of any liability, loss or expenditure incurred by any Director, officer or auditor of the Company in relation to anything done or alleged to have been done or omitted to be done as Director, officer or auditor. 60 EX-10.1 4 EXECUTIVE SERVICE AGREEMENT (KEENAN) EXHIBIT 10.1 DATED OCTOBER 15, 1996 ---------------------- (1) ALLIANCE RESOURCES PLC ---------------------- - AND - (2) JOHN A. KEENAN -------------- EXECUTIVE --------- SERVICE AGREEMENT ----------------- 1 THIS AGREEMENT is made the 15th day of October, 1996 - -------------- BETWEEN: - -------- (1) ALLIANCE RESOURCES PLC, a company registered in England and Wales whose ---------------------- registered office is at Kingsbury House, 15-17 King Street, London SW1Y 6QU ("the Company") and (2) JOHN A. KEENAN of 6616 Sewanee Street, Houston, Texas 77005 ("The -------------- Executive") WHEREAS (A) it has been agreed that the Executive is to be employed by the Company; and (B) it has been agreed that said employment of the Executive shall be on the terms and subject to the conditions hereinafter written: NOW, THEREFORE, THE PARTIES HERETO HAVE AGREED AND DO HEREBY AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION ------------------------------ 1.1 In this Agreement unless the context otherwise requires word and phrases defined in Part XXVI of the Companies Act 1985 have the same meanings thereby attributed to them and the following expressions have the following meanings: "Associated Company" means any company which is a holding company or a subsidiary of the Company's holding company; "the Board" means the Board of Directors present at a meeting of the directors of the Company at which a quorum is present but excluding the Executive; "Group" means the Company and the Associated Companies; "Intellectual Property" means patent trade marks, service marks, designs, utility models, design rights applications for registration or any of the foregoing and the right to apply for them in any part of the world, inventions, drawings, computer programs, Confidential Information, know-how and rights of like nature arising or subsisting anywhere in the world in relation to all of the foregoing whether registered or unregistered. 2. COMMENCEMENT AND TERM --------------------- 2.1 The Executive's employment began on the date first above written. 2.2 This Agreement is in substitution for and shall supersede all or any former and existing agreements or arrangements for the employment of the Executive by the Company or an Associated Company all of which shall be deemed to have been cancelled with effect from the date of commencement of this Agreement. 2 2.3 The employment of the Executive shall (subject to the provision of Clause 12) be for an initial fixed period of two (2) years from the date of this Agreement and shall automatically be extended without further action of either party for additional one (1) year periods, unless written notice of either party's intention not to extend has been given to the other party hereto at least three (3) months prior to the expiration of the then effective one (1) year period of employment. In the event of the latter, the provisions of Clause 2.4 shall still apply. 2.4 On termination of the employment of the executive at any time and for whatever reason and howsoever arising, but subject to the provisions of Clause 12, the Company shall pay to the Executive in one lump sum on the day of such termination, a cash payment in an amount equal to the Executive's annual salary, most recent bonus and benefits multiplied by a number arrived at by dividing the number of months remaining in the period of employment in effect on the date of such termination by 12; provided, however, in no event shall the heretofore derived number ever be less than 1; provided further, that for purposes of determining the number of months remaining in the period of employment in effect on the date of termination, the month during which such termination takes place shall be included therein. 3. OBLIGATIONS DURING EMPLOYMENT ----------------------------- 3.1 The Executive shall during the continuance of his employment: (a) serve the Company to the best of his ability in the capacity of FINANCE DIRECTOR and shall perform such duties as are customary for a finance director of comparable companies; (b) faithfully and diligently perform such duties and exercise such powers consistent with them as the Board may from time to time properly assign to or confer upon him provided that the Executive shall not exercise any of the powers set out in the First Schedule nor do anything which is inconsistent with prohibitions described therein unless and until any such power is vested in him by the Board; (c) if and so long as the Board so directs, perform and exercise the said duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company; (d) do all in his power to protect, promote, develop and extend the business interests and reputation of the Group; (e) at all times and in all respects conform to and comply with the business interests and reputation of the Group; (f) promptly give to the Board (in writing if so requested) all such information, explanations and assistance as they may require in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties; (g) unless prevented by sickness, injury or other incapacity or as otherwise agreed by the Board, devote the whole of his time, attention and abilities during his hours of work (which shall be normal business hours and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties. 3 (h) work at such place of business of the Company or any Associated Company within the United Kingdom as necessary for the proper performance and exercise of his duties and powers, and, in particular, it is agreed that the Executive shall remain domiciled and receive payment for services rendered hereunder in the United States, and the Executive may be required to travel on the business of the Company and any Associated Company (whether inside or outside the United Kingdom) for which he is required to perform duties; and (i) at such times as the Board may reasonably request and at the expense of the Company, undergo a medical examination by a doctor of the Company's choice. 3.2 Notwithstanding the foregoing or any other provision of this Agreement, the Company may at any time after the Executive has given notice to terminate this Agreement suspend the Executive and/or exclude him from all or any premises of the Company or any Associated Company for any period not exceeding twelve (12) months provided that throughout such period the Executive's salary and other contractual benefits shall continue to be paid or provided by the Company. 4. FURTHER OBLIGATIONS OF THE EXECUTIVE ------------------------------------ 4.1 During the continuance of his employment, the Executive shall devote his whole time and attention to his duties under this Agreement and shall not, without prior written consent of the Board (such consent not to be unreasonably withheld or delayed), directly or indirectly, carry on or be engaged, concerned or interested in any other business, trade or occupation which is similar to or in competition with the business of the Company or any Associated Company otherwise than as a holder directly or through nominees of not more than five per cent in aggregate of any class of shares, debentures or other securities in issue from time to time of any company which are for the time being quoted or dealt in on any recognised investment exchange (as defined in Section 207(1) of the Financial Services Act 1986). 4.2 The Executive shall during the continuance of his employment (and shall procure that his spouse or partner and his minor children shall comply) with all applicable rules of law and stock exchange regulations (including the "Model Code" issued by The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited) and codes of conduct of the Company for the time being in force in relation to dealings in shares, debentures or other securities of the Company or any Associated Company or any unpublished price-sensitive information affecting the securities of any other company. 4.3 The Executive shall, in relation to any dealings in securities of overseas companies, comply with all laws of any foreign state affecting dealings in the securities of such companies and all regulations of any relevant stock exchanges on which such dealings take place. 4.4 During the continuance of his employment, the executive shall observe the terms of any policy issued by the Company in relation to any payment, rebate, discount, commission, vouchers, gift or other benefit obtained by him from any third party in respect of any business transacted or proposed to be transacted (whether or not by him) by or on behalf of the Company or any Associated Company. 4 5. REMUNERATION ------------ 5.1 The Company shall pay to the Executive during the continuance of his employment a salary (which shall accrue from day to day) at the rate of $160,000 (One hundred and sixty thousand United States Dollars) per year. The salary shall be payable by equal bi-monthly installments in arrears on or about the 15th and 30th day of each calendar month. 5.2 The salary payable to the executive under Clause 5.1 shall be reviewed on no less than an annual basis and may be increased by such amount as the remuneration committee of the Company in its absolute discretion from time to time decide and notify to the Executive in writing. 5.3 The Executive may during the continuance of his employment be entitled to be paid bonuses of such amounts (if any) at such times and subject to such conditions as the remuneration committee of the Company may in its discretion decide. 5.4 The Executive shall be entitled to be granted such share options in the share capital of the Company as decided by the Board from time to time. The Company agrees initially to grant the Executive share options under the Company Scheme as set forth on the Second Schedule. It is the intention of the Company to grant the Executive additional share options at a minimum of two (2) times the Executive's annual salary, at the earliest available opportunity under the Company Scheme and within the overall constraints of the rules and regulations of the London Stock Exchange regarding the granting of such share options. The Company agrees that the executive shall be entitled to retain all options granted until expiry date in the event of termination of the employment of the Executive without good cause. 6. INSURANCE --------- 6.1 Subject to his complying with and satisfying any applicable requirements of the relevant insurers, the Company shall provide and pay for the provision to the Executive of comprehensive medical, dental and disability insurance in accordance with arrangements made between the Company and an insurance company mutually acceptable to the Company and the Executive. In addition, the Company shall arrange for the provision and pay for the provision to the Executive of comprehensive travel, associated death and emergency medical insurance, including cover for emergency repatriation to the U.S.A. whilst the Executive is outside the U.S.A. on business at the behest of the Company. 7. EXPENSES -------- 7.1 The Company shall during the continuance of his employment reimburse the Executive in respect of all reasonable traveling, accommodations, entertainment and other similar out-of-pocket expenses wholly, exclusively and necessarily incurred by him in or about the performance of his duties. 7.2 Except where specified to the contrary, all expenses shall be reimbursed in accordance with the expenses policies of the Company from time to time subject to the Executive providing appropriate evidence (including receipts, invoices, tickets and/or vouchers as may be appropriate) of the expenditure in respect of which he claims reimbursement. 5 8. HOLIDAYS -------- 8.1 The Executive shall (in addition to the usual public and bank holidays) be entitled during the continuance of his employment to twenty five (25) working days' paid holiday in each calendar year to be taken at such times as shall have been approved by the Board. 8.2 The Executive shall not be entitled to carry forward any annual holiday entitlement foregone by him for any reason during the calendar year in which it accrued without the prior written consent of the Board. 8.3 Upon the termination of his employment, the Executive's entitlement to accrued holiday pay (which accrues at the rate of 2 days per month) shall be calculated on a pro rata basis in respect of each completed month of service in the calendar year in which his employment terminates and the appropriate amount shall be paid to the Executive provided that, if the Executive shall have taken more days' holiday than his accrued entitlement, the Company is hereby authorised to make an appropriate deduction from the Executive's final salary payment. 9. SICKNESS -------- 9.1 Subject to his complying with the Company's procedures relating to the notification and certification of periods of absence from work, the Executive shall continue to be paid his salary during any periods of absence from work due to sickness, injury or other incapacity up to a maximum of twenty six (26) weeks in aggregate in any period of fifty-two (52) consecutive weeks. 9.2 If the Executive shall have been absent from work due to sickness, injury or other incapacity for a continuous period in excess of twenty-six weeks, the Board shall decide at its absolute discretion whether to terminate the Executive's employment, in which case the provisions of Clause 2.4 shall apply or continue to pay the Executive at fifty percent (50%) of his salary for an additional twenty six (26) weeks. In the event that the Executive's employment is terminated at the end of the additional twenty-six (26) week period, the provisions of Clause 2.4 shall still apply. 10. INTELLECTUAL PROPERTY --------------------- 10.1 Subject to the relevant provisions of the Patents Act 1977, the Registered Designs Act 1949 and the Copyright Designs and Patents Act 1988, if at any time in the course of his employment the Executive makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business of the Company or any Associated Company, he shall immediately disclose full details of such Intellectual Property to the Company and at the request and expense of the Company he shall do all things which may be necessary or desirable for obtaining appropriate forms of protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting all rights in the same in the Company or its nominee. 10.2 The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any instrument or thing and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this Clause and in favour of any third party. A certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case. 6 10.3 The Executive hereby waives all of his moral rights (as defined in the Copyright Designs and Patents Act 1988) in respect of any acts of the Company or any acts of third parties done with the Company's authority in relation to any Intellectual Property which is the property of the Company by virtue of Clause 10.1. 10.4 All rights an d obligations under this Clause in respect of Intellectual Property made or discovered by the Executive during his employment shall continue in full force and effect after the termination of his employment and shall be binding upon the Executive's personal representatives. 11. CONFIDENTIALITY --------------- 11.1 The Executive shall not (other than in the proper performance of his duties or without the prior written consent of the Board or unless ordered by a court of competent jurisdiction) at any time either during the continuance of his employment or after its termination disclose or communicate to any person or use for his own benefit or the benefit of any person other than the Company or any Associated Company any benefits of any confidential information which may come to his knowledge in the course of his employment and the Executive shall during the continuance of his employment use his best endeavours to prevent the unathorized publication or misuse of any confidential information provided that such restrictions shall cease to apply to any confidential information which may enter the public domain other than through the default of the Executive. 11.2 All notes and memoranda of any trade secret or confidential information concerning the business of the Company and the Associated Companies or any of its or their suppliers, agents, distributors, customers or others which shall have been acquired, received or made by the Executive during the course of his employment shall be the property of the Company and shall be surrendered by the Executive to someone duly authorized in that behalf at the termination of his employment or at the request of the Board at any time during the course of his employment. 11.3 For the avoidance of doubt and without prejudice to the generality of Clauses 11.1 and 11.2, the following is a non-exhaustive list of matters which in relation to the Company and the Associated Companies are considered confidential and must be treated as such by the Executive: (a) any trade secrets of the Company or any Associated Company; (b) any information in respect of which the Company or any Associated Company is bound by an obligation of confidence to any third party; (c) customer lists and details of contracts with or requirements of customers; and (d) any invention, technical data, know-how, instruction or operations manual or other manufacturing or trade secrets of the Group and their clients/customers. 12. TERMINATION OF EMPLOYMENT ------------------------- 12.1 The employment of the Executive may be terminated by the Company forthwith by notice in writing to the Executive if the Executive: (a) commits any material breach of any of the terms, conditions or stipulations contained in this Agreement; 7 (b) is guilty of any serious negligence or gross misconduct in connection with or affecting the business or affairs of the Company or any Associated Company for which he is required to perform duties; (c) is guilty of conduct which brings or is likely to bring himself or the Company or any Associated Company into disrepute; (d) is convicted of an arrestable offence (other than an offence under the road traffic legislation in the United Kingdom or elsewhere for which a non-custodial penalty is imposed); (e) is adjudged bankrupt or makes any arrangement or composition with his creditors; (f) becomes incapable by reason of mental disorder of discharging his duties; (g) is or becomes prohibited by law from being a director. 12.2 The employment of the Executive may be terminated by the Company forthwith by three (3) months' notice in writing to the executive if at any time the Executive voluntarily resigns as a director of the Company. 12.3 The employment of the Executive may be terminated with the Company forthwith by twelve (12) months' notice in writing to the Executive if the Executive s found unfit to perform his duties on the basis of a medical report supplied to the Company following his having undergone a medical examination pursuant to paragraph (i) of Clause 3.1. 12.4 The executive may terminate his employment with the Company forthwith by notice in writing to the Company if the Company commits any material breach of the terms, conditions or stipulations contained in this Agreement, in which case the provisions of Clause 2.4 shall still apply. 12.5 The employment of the Executive shall terminate automatically and without prior notice upon his attaining the age of 65. 12.6 If the Executive shall have been absent from work due to sickness, injury or other incapacity for periods in excess of six (6) months in aggregate in any period of twelve (12) consecutive months, the Company may terminate his employment by giving to him not less than three months' notice in writing expiring at any time. 12.7 Upon the termination of his employment (for whatever reason and howsoever arising) the Executive: (a) shall not take away, conceal or destroy but shall immediately deliver up to the Company all documents (which expression shall include without limitation notes, memoranda, correspondence, drawings, sketches, plans, designs and any other material upon which data or information is recorded or stored) relating to the business or affairs of the Company or any Associated Company or any of their clients/customers, shareholders, employees, officers, suppliers, distributors and agents (and the Executive shall not be entitled to retain any copies or reproductions of any such documents) together with any other property belonging to the Company or any Associated Company which may then be in his possession or under his control; 8 (b) shall at the request of the Board immediately resign without claim or compensation from office as a director of the Company and any Associated Company and from any other office held by him in the Company or any Associated Company (but without prejudice to any claim he may have for damages for breach of this Agreement) and, in the event of his failure to do so, the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignations to the Board; (c) shall not any time thereafter make any untrue or misleading oral or written statement concerning the business or affairs of the Company or any Associated Company nor represent himself or permit himself to be held out as being in any way connected with or interested in the business of the Company or any Associated Company (except as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements); (d) shall not at any time thereafter use the name "Alliance Resources" or any name capable of confusion therewith (whether by using such names as part of a corporate name or otherwise); and (e) shall immediately repay all outstanding debts or loans due to the Company or any Associated Company, and the Company is hereby authorised to deduct from any wages of the executive a sum equal to any such debts or loans. 12.8 The following provisions will apply in the event of a Change in Control: (a) The Board recognises that the Executive is one of several key employees whose high quality of job performance is essential to promoting and protecting the best interests of the Company and its shareholders. The Board further recognises (i) that it is possible that a Change in Control of the Company could occur at some time in the future; (ii) that the uncertainty associated with such a possibility could result in the distraction of the Executive from his assigned duties and responsibilities; (iii) that it is in the best interests of the Company and its shareholders to assure the continued attention by the Executive to such duties and responsibilities without such distraction; and (iv) that the Executive must be able to participate in the assessment and evaluation of any proposal which could effect a Change in Control of the Company without the Executive being influenced in the exercise of his judgment by uncertainties regarding the Executive's future financial security. (b) A "Change in Control" of the Company shall occur if, after the date of this Agreement: (i) any Unrelated Party (as hereinafter defined) becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the common stock of the Company issued and outstanding immediately prior to such acquisition and/or securities of the Company, computing such percentage as if such securities acquired had been converted and are issued and outstanding for the purpose of determining such percentage or, if any Unrelated Party is the beneficial owner of thirty percent (30%) or more of such securities at the date of this Agreement, such Unrelated Party acquires an additional ten percent (10%) or more of the shares of common stock of the Company and/or securities of the Company which may be converted into shares of common stock of the Company. 9 (ii) the shareholders of the Company approve (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the common stock of the Company are converted into cash, securities or other property, other than a merger of the Company in which the holders of the common stock of the Company immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (z) any plan or proposal for the liquidation or dissolution of the Company. (iii) a majority of the Board ceases to consist of Continuing Directors. "Continuing Directors" shall mean members of the Board who either (1) are members of the Board at the date of this Agreement or (2) are nominated or appointed to serve as directors by a majority of the then Continuing Directors; or (iv) any tender or exchange offer is made to acquire thirty percent (30%) or more of the common stock of the Company, other than an offer made by the Company, and shares are acquired pursuant to that offer. (c) "Unrelated Party" shall mean any party or group of parties acting together, excluding, however, the Company, a subsidiary of the Company and any trustee under any employee benefit plan maintained by the Company. (d) Upon (x) the termination of the executive by the Company without Cause following a Change in Control of the Company or (y) the Executive's voluntary termination of employment for Good Reason following a Change in Control of the Company prior to expiration of the then effective two (2) year period of employment, then the Company shall provide to the Executive, within thirty (30) days after the applicable event, the following benefits: (i) in one lump sum a cash payment equal to the average annual salary, bonus and benefits paid to the Executive for the past two (2) years, multiplied by two (2). (ii) to the extent permitted by applicable law, inclusion in the Company's life and medical plans as if the Executive were still employed by the Company until the earlier of two (2) years from the date of his termination or until the Executive obtains eligibility under comparable employee plans, with the Company paying that portion of the premium which it was paying for the Executive at the time of his termination. (e) Good Reason. "Good Reason" shall mean: ----------- (i) without his express written consent, the assignment to the Executive of any duties inconsistent with his positions, duties, responsibilities and status with the Company as of the date of this Agreement or a change in his titles or offices as of same date, or any removal of the Executive from or any failures to re- elect the Executive to any of such positions, except in connection with the termination of his employment 10 for Cause or as a result of his Disability or death, or termination by the Executive other than for Good Reason; (ii) any reduction of the then-existing base salary or a reduction of more than ten percent (10%) in the aggregate value of any benefit plans without the prior written consent of the Executive, which is not remedied within ten (10) calendar days after receipt by the Company of written notice from the executive of such change or reduction, as the case may be; (iii) a determination by the Executive made in good faith that, as a result of a Change in Control of the Company and a change in circumstances thereafter significantly affecting his position, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, any of the authorities, powers, functions, responsibilities or duties attached to his position immediately prior to the Change in Control of the Company, which situation is not remedied within thirty (30) calendar days after receipt by the Company of written notice from the Executive of such determination; (iv) failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; or (v) the Company shall relocate its principal executive office or require Executive to have his principal location of work or principal residence any location which is in excess of thirty miles from the location as of the date hereof; or (vi) any material breach of this Agreement by the Company. 12.9 The Executive shall not be required to mitigate the amount of any payments or benefit provided by this Agreement nor shall the amounts of any payment or benefit provided for by this Agreement be reduced by any compensation earned by the Executive as the result of employment by the Company or another employer either before or after a Change in Control of the Company. 12.10 Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its affiliated companies at or subsequent to the termination of employment hereunder shall be payable in accordance with such plan or program. 13. NOTICES ------- 13.1 Any notice to be given under this Agreement shall be given in writing and shall be deemed to be sufficiently served by one party or the other if it is delivered personally or is sent by registered or 11 recorded delivery pre-paid post (air mail if overseas) addressed to either the Company's registered office for the time being or the Executive's last known address as the case may be. 13.2 Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to be received two (2) days after posting (six (6) days if sent air mail) and in providing the time such notice was sent it shall be sufficient to show that the envelope containing it was properly addressed, stamped and posted. 13.3 Notwithstanding any other provision of this Agreement, no provision by virtue of which this Agreement or any agreement or arrangement of which it forms a part subject to registration under the Restrictive Trade Practices Act 1976 and 1977 ("RTPA") shall take effect until after particulars thereof have been furnished to the Director General of Fair Trading in accordance with the requirements of the RTPA. 14. MISCELLANEOUS ------------- 14.1 The Executive hereby warrants that by virtue of entering into this Agreement he will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon him. 14.2 Any benefits provided by the Company to the Executive or his family which are not expressly referred to in this Agreement shall be regarded as ex gratis benefits provided at the entire discretion of the Company and shall not form part of the Executive's contract of employment. 14.3 The Company shall be entitled at any time during the Executive's employment to make deductions from the Executive's salary or from any other sums due to the Executive from the Company or any Associated Company in respect of any overpayment of any kind made to the Executive or in respect of any debt or other sum due from him. 15. GENERAL PROVISIONS ------------------ 15.1 The headings in this Agreement are for convenience only and shall not affect its construction or interpretation. 15.2 References in this Agreement to Clauses and paragraphs and the Schedules are references to Clauses and paragraphs and the Schedules (which are hereby specifically incorporated in this Agreement) to this Agreement. 15.3 Any reference in this Agreement to the employment of the Executive is a reference to his employment by the Company whether or not during the currency of this Agreement. 15.4 Any reference in this Agreement to a person shall, where the context permits, include a reference to a body corporate and to any unincorporated body of persons. 15.5 Any word in this Agreement which denotes the singular shall, where the context permits, include the plural and vice versa, and any word in this Agreement which denotes the masculine gender shall, where the context permits, include the feminine and/or the neuter genders and vice versa. 15.6 Any reference in this Agreement to a statutory provision shall be deemed to include a reference to any statutory amendment modification or re-enactment of it. 12 15.7 This Agreement contains the entire understanding between the parties and supersedes all (if any) subsisting agreements, arrangements and understandings relating to the employment of the Executive which such agreements, arrangements and understandings shall be deemed to have been terminated by mutual consent. 15.8 This Agreement is governed by and shall be construed in accordance with the laws of England, and the parties to this Agreement hereby submit to the exclusive jurisdiction of the English courts. IN WITNESS whereof this Agreement has been executed as a deed by the parties - ---------- hereto and is intended to be and is hereby delivered on the date first above written. Executed as a deed by: ___________________________________ PHILIP DOUGLAS Director and Chairman of the Remuneration Committee of the Board of Directors for ALLIANCE RESOURCES PLC Signed as a deed by: ___________________________________ JOHN KEENAN the Executive in the presence of: Signature: ___________________________________ Name: ___________________________________ Address: ___________________________________ ___________________________________ Occupation: ___________________________________ 13 THE FIRST SCHEDULE ------------------ The following is a list of the powers referred to in the proviso contained in paragraph (b) of sub-Clause 3.1: 1. Approval of interim and final financial statements. 2. Approval of the interim dividend and recommendation of the final dividend. 3. Approval of any significant changes in accounting policies or practices. 4. Appointment or removal of Company Secretary. 5. Remuneration of auditors and recommendations for appointment or removal of auditors. 6. Approval of all circulars to shareholders and listing particulars. 7. Approval of all press releases concerning matters decided by the board. 8. Changes relating to the Group's capital structure or its status as PLC. 9. Board appointments and removals. 10. Terms of reference/employment of chairman, vice-chairman, chief executive and other executive directors. 11. Terms of reference and membership of board committees. 12. Major capital projects. 13. Contracts of the Company or any subsidiary not in the ordinary course of business. 14. Major investments including the acquisition or disposal of interests of more than 5% in the voting shares of any company or the making of any take- over bid. 14 THE SECOND SCHEDULE ------------------- Six million (6,000,000) share options to be issued at 2 pence per share under the Company Scheme. 15 EX-10.2 5 EXECUTIVE SERVICE AGREEMENT (FENEMORE) EXHIBIT 10.2 DATED SEPTEMBER 20, 1996 ------------------------ (1) ALLIANCE RESOURCES PLC ---------------------- - AND - (2) PAUL RAYMOND FENEMORE --------------------- EXECUTIVE --------- SERVICE AGREEMENT ----------------- 1 THIS AGREEMENT is made the 20th day of September, 1996 - -------------- BETWEEN: - -------- (1) ALLIANCE RESOURCES PLC, a company registered in England and Wales whose ---------------------- registered office is at Kingsbury House, 15-17 King Street, London SW1Y 6QU ("the Company") and (2) PAUL RAYMOND FENEMORE of Flat 101, 16-18 Kivelis Street, Micosia, Cyprus --------------------- ("The Executive") WHEREAS (A) it has been agreed that the Executive is to be employed by the Company; and (B) it has been agreed that said employment of the Executive shall be on the terms and subject to the conditions hereinafter written: NOW, THEREFORE, THE PARTIES HERETO HAVE AGREED AND DO HEREBY AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION ------------------------------ 1.1 In this Agreement unless the context otherwise requires word and phrases defined in Part XXVI of the Companies Act 1985 have the same meanings thereby attributed to them and the following expressions have the following meanings: "Associated Company" means any company which is a holding company or a subsidiary of the Company's holding company; "the Board" means the Board of Directors present at a meeting of the directors of the Company at which a quorum is present but excluding the Executive; "Group" means the Company and the Associated Companies; "Intellectual Property" means patent trade marks, service marks, designs, utility models, design rights applications for registration or any of the foregoing and the right to apply for them in any part of the world, inventions, drawings, computer programs, Confidential Information, know-how and rights of like nature arising or subsisting anywhere in the world in relation to all of the foregoing whether registered or unregistered. 2. COMMENCEMENT AND TERM --------------------- 2.1 The Executive's employment began on the date first above written. This Agreement is in substitution for and shall supersede all or any former and existing agreements or arrangements for the employment of the Executive by the Company or an Associated Company all of which shall be deemed to have been cancelled with effect from the date of commencement of this Agreement. 2 2.2 The employment of the Executive shall (subject to the provision of Clause 12) be for an initial fixed period of two (2) years from the date of this Agreement and shall automatically be extended without further action of either party for additional one (1) year periods, unless written notice of either party's intention not to extend has been given to the other party hereto at least three (3) months prior to the expiration of the then effective one (1) year period of employment. In the event of the latter, the provisions of Clause 2.3 shall still apply. 2.3 On termination of the employment of the executive at any time and for whatever reason and howsoever arising, but subject to the provisions of Clause 12, the Company shall pay to the Executive in one lump sum on the day of such termination, a cash payment in an amount equal to the Executive's annual salary, most recent bonus and benefits multiplied by a number arrived at by dividing the number of months remaining in the period of employment in effect on the date of such termination by 12; provided, however, in no event shall the heretofore derived number ever be less than 1; provided further, that for purposes of determining the number of months remaining in the period of employment in effect on the date of termination, the month during which such termination takes place shall be included therein. 3. OBLIGATIONS DURING EMPLOYMENT ----------------------------- 3.1 The Executive shall during the continuance of his employment: (a) serve the Company to the best of his ability in the capacity of OPERATIONS AND BUSINESS DEVELOPMENT DIRECTOR and shall perform such duties as are customary of an Executive director of comparable companies; (b) faithfully and diligently perform such duties and exercise such powers consistent with them as the Board may from time to time properly assign to or confer upon him provided that the Executive shall not exercise any of the powers set out in the First Schedule nor do anything which is inconsistent with prohibitions described therein unless and until any such power is vested in him by the Board; if and so long as the Board so directs, perform and exercise the said duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company; (c) do all in his power to protect, promote, develop and extend the business interests and reputation of the Group; (d) at all times and in all respects conform to and comply with the business interests and reputation of the Group; (e) promptly give to the Board (in writing if so requested) all such information, explanations and assistance as they may require in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties; (f) unless prevented by sickness, injury or other incapacity or as otherwise agreed by the Board, devote the whole of his time, attention and abilities during his hours of work (which shall be normal business hours and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties. 3 (g) work at such place of business of the Company or any Associated Company within the United Kingdom and/or the United States as necessary for the proper performance and exercise of his duties and powers, and, in particular, it is agreed that the Executive shall remain domiciled in Cyprus and receive payment for services rendered hereunder in the United Kingdom unless otherwise agreed in writing between the parties; and the Executive may be required to travel on the business of the Company and any Associated Company (whether inside or outside the United Kingdom or Cyprus) for which he is required to perform duties; and (h) at such times as the Board may reasonably request and at the expense of the Company, undergo a medical examination by a doctor of the Company's choice. 3.2 Notwithstanding the foregoing or any other provision of this Agreement, the Company may at any time after the Executive has given notice to terminate this Agreement suspend the Executive and/or exclude him from all or any premises of the Company or any Associated Company for any period not exceeding twelve (12) months provided that throughout such period the Executive's salary and other contractual benefits shall continue to be paid or provided by the Company. 4. FURTHER OBLIGATIONS OF THE EXECUTIVE ------------------------------------ 4.1 During the continuance of his employment, the Executive shall devote his whole time and attention to his duties under this Agreement and shall not, without prior written consent of the Board (such consent not to be unreasonably withheld or delayed), directly or indirectly, carry on or be engaged, concerned or interested in any other business, trade or occupation which is similar to or in competition with the business of the Company or any Associated Company otherwise than as a holder directly or through nominees of not more than five per cent in aggregate of any class of shares, debentures or other securities in issue from time to time of any company which are for the time being quoted or dealt in on any recognised investment exchange (as defined in Section 207(1) of the Financial Services Act 1986). 4.2 The Executive shall during the continuance of his employment (and shall procure that his spouse or partner and his minor children shall comply) with all applicable rules of law and stock exchange regulations (including the "Model Code" issued by The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited) and codes of conduct of the Company for the time being in force in relation to dealings in shares, debentures or other securities of the Company or any Associated Company or any unpublished price-sensitive information affecting the securities of any other company. 4.3 The Executive shall, in relation to any dealings in securities of overseas companies, comply with all laws of any foreign state affecting dealings in the securities of such companies and all regulations of any relevant stock exchanges on which such dealings take place. 4.4 During the continuance of his employment, the Executive shall observe the terms of any policy issued by the Company in relation to any payment, rebate, discount, commission, vouchers, gift or other benefit obtained by him from any third party in respect of any business transacted or proposed to be transacted (whether or not by him) by or on behalf of the Company or any Associated Company. 4 5. REMUNERATION ------------ 5.1 The Company shall pay to the Executive during the continuance of his employment a salary (which shall accrue from day to day) at the rate of (Pounds)96,000 (Ninety-Six Thousand United Kingdom Pounds Sterling) Pounds Sterling per year. The salary shall be payable by equal monthly installments in arrears on or before three (3) working days prior to the end of each calendar month. 5.2 The salary payable to the Executive under Clause 5.1 shall be reviewed on no less than an annual basis and may be increased by such amount as the remuneration committee of the Company in its absolute discretion from time to time decides and notifies the Executive in writing. 5.3 The Executive may during the continuance of his employment be entitled to be paid bonuses of such amounts (if any) at such times and subject to such conditions as the remuneration committee of the Company may in its discretion decide. 5.4 The Executive shall be entitled to be granted such share options in the share capital of the Company as decided by the Board from time to time. The Company agrees initially to grant the Executive share options under the Company Scheme as set forth on the Second Schedule. It is the intention of the Company to grant the Executive additional share options at a minimum of two (2) times the Executive's annual salary, at the earliest available opportunity under the Company Scheme and within the overall constraints of the rules and regulations of the London Stock Exchange regarding the granting of such share options. The Company agrees that the executive shall be entitled to retain all options granted until expiry date in the event of termination of the employment of the Executive without good cause. 6. INSURANCE --------- 6.1 The Company shall provide and pay for the provision to the Executive of comprehensive travel, accidental death and emergency medical insurance, including cover for emergency repatriation to the UK whilst the Executive is outside of the UK on business at the behest of the Company. 7. EXPENSES -------- 7.1 The Company shall during the continuance of his employment reimburse the Executive in respect of all reasonable traveling, accommodations, entertainment and other similar out-of-pocket expenses wholly, exclusively and necessarily incurred by him in or about the performance of his duties. 7.2 Except where specified to the contrary, all expenses shall be reimbursed in accordance with the expenses policies of the Company from time to time subject to the Executive providing appropriate evidence (including receipts, invoices, tickets and/or vouchers as may be appropriate) of the expenditure in respect of which he claims reimbursement. 8. HOLIDAYS -------- 8.1 The Executive shall (in addition to the usual public and bank holidays) be entitled during the continuance of his employment to twenty five (25) working days' paid holiday in each calendar year to be taken at such times as shall have been approved by the Board. 5 8.2 The Executive shall not be entitled to carry forward any annual holiday entitlement foregone by him for any reason during the calendar year in which it accrued without the prior written consent of the Board. 8.3 Upon the termination of his employment, the Executive's entitlement to accrued holiday pay (which accrues at the rate of 2 days per month) shall be calculated on a pro rata basis in respect of each completed month of service in the calendar year in which his employment terminates and the appropriate amount shall be paid to the Executive provided that, if the Executive shall have taken more days' holiday than his accrued entitlement, the Company is hereby authorised to make an appropriate deduction from the Executive's final salary payment. 9. SICKNESS -------- 9.1 Subject to his complying with the Company's procedures relating to the notification and certification of periods of absence from work, the Executive shall continue to be paid his salary during any periods of absence from work due to sickness, injury or other incapacity up to a maximum of twenty six (26) weeks in aggregate in any period of fifty-two (52) consecutive weeks. 9.2 If the Executive shall have been absent from work due to sickness, injury or other incapacity for a continuous period in excess of twenty-six weeks, the Board shall decide at its absolute discretion whether to terminate the Executive's employment, in which case the provisions of Clause 2.3 shall apply or continue to pay the Executive at fifty percent (50%) of his salary for an additional twenty six (26) weeks. In the event that the Executive's employment is terminated at the end of the additional twenty-six (26) week period, the provisions of Clause 2.3 shall still apply. 10. INTELLECTUAL PROPERTY --------------------- 10.1 Subject to the relevant provisions of the Patents Act 1977, the Registered Designs Act 1949 and the Copyright Designs and Patents Act 1988, if at any time in the course of his employment the Executive makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business of the Company or any Associated Company, he shall immediately disclose full details of such Intellectual Property to the Company and at the request and expense of the Company he shall do all things which may be necessary or desirable for obtaining appropriate forms of protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting all rights in the same in the Company or its nominees. 10.2 The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any instrument or thing and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this Clause and in favour of any third party. A certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case. 10.3 The Executive hereby waives all of his moral rights (as defined in the Copyright Designs and Patents Act 1988) in respect of any acts of the Company or any acts of third parties done with the Company's authority in relation to any Intellectual Property which is the property of the Company by virtue of Clause 10.1. 6 10.4 All rights and obligations under this Clause in respect of Intellectual Property made or discovered by the Executive during his employment shall continue in full force and effect after the termination of his employment and shall be binding upon the Executive's personal representatives. 11. CONFIDENTIALITY --------------- 11.1 The Executive shall not (other than in the proper performance of his duties or without the prior written consent of the Board or unless ordered by a court of competent jurisdiction) at any time either during the continuance of his employment or after its termination disclose or communicate to any person or use for his own benefit or the benefit of any person other than the Company or any Associated Company any benefits of any confidential information which may come to his knowledge in the course of his employment and the Executive shall during the continuance of his employment use his best endeavours to prevent the unathorized publication or misuse of any confidential information provided that such restrictions shall cease to apply to any confidential information which may enter the public domain other than through the default of the Executive. 11.2 All notes and memoranda of any trade secret or confidential information concerning the business of the Company and the Associated Companies or any of its or their suppliers, agents, distributors, customers or others which shall have been acquired, received or made by the Executive during the course of his employment shall be the property of the Company and shall be surrendered by the Executive to someone duly authorized in that behalf at the termination of his employment or at the request of the Board at any time during the course of his employment. 11.3 For the avoidance of doubt and without prejudice to the generality of Clauses 11.1 and 11.2, the following is a non-exhaustive list of matters which in relation to the Company and the Associated Companies are considered confidential and must be treated as such by the Executive: (a) any trade secrets of the Company or any Associated Company; (b) any information in respect of which the Company or any Associated Company is bound by an obligation of confidence to any third party; (c) customer lists and details of contracts with or requirements of customers; and (d) any invention, technical data, know-how, instruction or operations manual or other manufacturing or trade secrets of the Group and their clients/customers. 12. TERMINATION OF EMPLOYMENT ------------------------- 12.1 The employment of the Executive may be terminated by the Company forthwith by notice in writing to the Executive if the Executive: (a) commits any material breach of any of the terms, conditions or stipulations contained in this Agreement; (b) is guilty of any serious negligence or gross misconduct in connection with or affecting the business or affairs of the Company or any Associated Company for which he is required to perform duties; 7 (c) is guilty of conduct which brings or is likely to bring himself or the Company or any Associated Company into disrepute; (d) is convicted of an arrestable offence (other than an offence under the road traffic legislation in the United Kingdom or elsewhere for which a non-custodial penalty is imposed); (e) is adjudged bankrupt or makes any arrangement or composition with his creditors; (f) becomes incapable by reason of mental disorder of discharging his duties; (g) is or becomes prohibited by law from being a director. 12.2 The employment of the Executive may be terminated by the Company forthwith by three (3) months' notice in writing to the executive if at any time the Executive voluntarily resigns as a director of the Company. 12.3 The employment of the Executive may be terminated with the Company forthwith by twelve (12) months' notice in writing to the Executive if the Executive s found unfit to perform his duties on the basis of a medical report supplied to the Company following his having undergone a medical examination pursuant to paragraph (i) of Clause 3.1. 12.4 If the Executive shall have been absent from work due to sickness, injury or other incapacity for periods in excess of six (6) months in aggregate in any period of twelve (12) consecutive months the Company may terminate his employment by giving notice in writing to the Executive in which case the provisions of Clause 2.3 and 9.2 shall apply. 12.5 The Executive may terminate his employment with the Company forthwith by notice in writing to the Company if the Company commits any material breach of the terms, conditions or stipulations contained in this Agreement, in which case the provisions of Clause 2.3 shall still apply. 12.6 The employment of the Executive shall terminate automatically and without prior notice upon his attaining the age of 65. 12.7 Upon termination of his employment (for whatever reason and howsoever arising), the Executive: (a) shall not take away, conceal or destroy but shall immediately deliver up to the Company all documents (which expression shall include without limitation notes, memoranda, correspondence, drawings, sketches, plans, designs and any other material upon which data or information is recorded or stored) relating to the business or affairs of the Company or any Associated Company or any of their clients/customers, shareholders, employees, officers, suppliers, distributors and agents (and the Executive shall not be entitled to retain any copies or reproductions of any such documents) together with any other property belonging to the Company or any Associated Company which may then be in his possession or under his control; (b) shall at the request of the Board immediately resign without claim or compensation from office as a director of the Company and any Associated Company and from any other office held by him in the Company or any Associated Company (but without prejudice to any claim he may have for damages for breach of this Agreement) and, in the event of his 8 failure to do so, the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignations to the Board; (c) shall not any time thereafter make any untrue or misleading oral or written statement concerning the business or affairs of the Company or any Associated Company nor represent himself or permit himself to be held out as being in any way connected with or interested in the business of the Company or any Associated Company (except as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements); (d) shall not at any time thereafter use the name "Alliance Resources" or any name capable of confusion therewith (whether by using such names as part of a corporate name or otherwise); and (e) shall immediately repay all outstanding debts or loans due to the Company or any Associated Company, and the Company is hereby authorised to deduct from any wages of the executive a sum equal to any such debts or loans. 12.8 The following provisions will apply in the event of a Change in Control: (a) The Board recognises that the Executive is one of several key employees whose high quality of job performance is essential to promoting and protecting the best interests of the Company and its shareholders. The Board further recognises (i) that it is possible that a Change in Control of the Company could occur at some time in the future; (ii) that the uncertainty associated with such a possibility could result in the distraction of the Executive from his assigned duties and responsibilities; (iii) that it is in the best interests of the Company and its shareholders to assure the continued attention by the Executive to such duties and responsibilities without such distraction; and (iv) that the Executive must be able to participate in the assessment and evaluation of any proposal which could effect a Change in Control of the Company without the Executive being influenced in the exercise of his judgment by uncertainties regarding the Executive's future financial security. (b) A "Change in Control" of the Company shall occur if, after the date of this Agreement: (i) any Unrelated Party (as hereinafter defined) becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the common stock of the Company issued and outstanding immediately prior to such acquisition and/or securities of the Company, computing such percentage as if such securities acquired had been converted and are issued and outstanding for the purpose of determining such percentage or, if any Unrelated Party is the beneficial owner of thirty percent (30%) or more of such securities at the date of this Agreement, such Unrelated Party acquires an additional ten percent (10%) or more of the shares of common stock of the Company and/or securities of the Company which may be converted into shares of common stock of the Company. (ii) the shareholders of the Company approve (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the common stock of the Company are converted into cash, securities or other property, other than a merger of the Company in which 9 the holders of the common stock of the Company immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (z) any plan or proposal for the liquidation or dissolution of the Company. (iii) a majority of the Board ceases to consist of Continuing Directors. "Continuing Directors" shall mean members of the Board who either (1) are members of the Board at the date of this Agreement or (2) are nominated or appointed to serve as directors by a majority of the then Continuing Directors; or (iv) any tender or exchange offer is made to acquire thirty percent (30%) or more of the common stock of the Company, other than an offer made by the Company, and shares are acquired pursuant to that offer. (c) "Unrelated Party" shall mean any party or group of parties acting together, excluding, however, the Company, a subsidiary of the Company and any trustee under any employee benefit plan maintained by the Company. (d) Upon (x) the termination of the executive by the Company without Cause following a Change in Control of the Company or (y) the Executive's voluntary termination of employment for Good Reason following a Change in Control, then the Company shall provide the Executive within thirty (30) days after the applicable event, in one lump sum a cash payment equal to the then current annual salary, bonus and benefits paid to the Executive, multiplied by two (2). 12.9 The Executive shall not be required to mitigate the amount of any payments or benefit provided by this Agreement nor shall the amounts of any payment or benefit provided for by this Agreement be reduced by any compensation earned by the Executive as the result of employment by the Company or another employer either before or after a Change in Control of the Company. 12.10Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its affiliated companies at or subsequent to the termination of employment hereunder shall be payable in accordance with such plan or program. 13. GRIEVANCE PROCEDURE ------------------- 13.1 Pursuant to Section 3 of the Employment Protection (Consolidation) Act 1978, the Company hereby notifies the Executive that in the event of the Executive wishing to seek redress of any grievance relating to his engagement, he should write to the Board setting out full details of the matter and the Executive should promptly answer (in writing if required) such questions (if any) as are put to him by any member of the Board. A majority decision of the Board on such matter shall be final and binding and will be communicated to the Executive in writing. 10 14. NOTICES ------- 14.1 Any notice to be given under this Agreement shall be given in writing and shall be deemed to be sufficiently served by one party or the other if it is delivered personally or is sent by registered or recorded delivery pre- paid post (air mail if overseas) addressed to either the Company's registered office for the time being or the Executive's last known address as the case may be. 14.2 Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to be received two (2) days after posting (six (6) days if sent air mail) and in providing the time such notice was sent it shall be sufficient to show that the envelope containing it was properly addressed, stamped and posted. 14.3 Notwithstanding any other provision of this Agreement, no provision by virtue of which this Agreement or any agreement or arrangement of which it forms a part subject to registration under the Restrictive Trade Practices Act 1976 and 1977 ("RTPA") shall take effect until after particulars thereof have been furnished to the Director General of Fair Trading in accordance with the requirements of the RTPA. 15. MISCELLANEOUS ------------- 15.1 The Executive hereby warrants that by virtue of entering into this Agreement he will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon him. 15.2 Any benefits provided by the Company to the Executive or his family which are not expressly referred to in this Agreement shall be regarded as ex gratis benefits provided at the entire discretion of the Company and shall not form part of the Executive's contract of employment. 15.3 The Company shall be entitled at any time during the Executive's employment to make deductions from the Executive's salary or from any other sums due to the Executive from the Company or any Associated Company in respect of any overpayment of any kind made to the Executive or in respect of any debt or other sum due from him. 16. GENERAL PROVISIONS ------------------ 16.1 The headings in this Agreement are for convenience only and shall not affect its construction or interpretation. 16.2 References in this Agreement to Clauses and paragraphs and the Schedules are references to Clauses and paragraphs and the Schedules (which are hereby specifically incorporated in this Agreement) to this Agreement. 16.3 Any reference in this Agreement to the employment of the Executive is a reference to his employment by the Company whether or not during the currency of this Agreement. 16.4 Any reference in this Agreement to a person shall, where the context permits, include a reference to a body corporate and to any unincorporated body of persons. 11 16.5 Any word in this Agreement which denotes the singular shall, where the context permits, include the plural and vice versa, and any word in this Agreement which denotes the masculine gender shall, where the context permits, include the feminine and/or the neuter genders and vice versa. 16.6 Any reference in this Agreement to a statutory provision shall be deemed to include a reference to any statutory amendment modification or re-enactment of it. 16.7 This Agreement contains the entire understanding between the parties and supersedes all (if any) subsisting agreements, arrangements and understandings relating to the employment of the Executive which such agreements, arrangements and understandings shall be deemed to have been terminated by mutual consent. 16.8 This Agreement is governed by and shall be construed in accordance with the laws of England, and the parties to this Agreement hereby submit to the exclusive jurisdiction of the English courts. IN WITNESS whereof this Agreement has been executed as a deed by the parties - ---------- hereto and is intended to be and is hereby delivered on the date first above written. Executed as a deed by: ____________________________________ PHILIP DOUGLAS Director and Chairman of the Remuneration Committee of the Board of Directors for ALLIANCE RESOURCES PLC Signed as a deed by: ____________________________________ PAUL RAYMOND FENEMORE the Executive in the presence of: Signature: ____________________________________ Name: ____________________________________ Address: ____________________________________ ____________________________________ Occupation: ____________________________________ 12 THE FIRST SCHEDULE ------------------ The powers referred to in the proviso contained in following is a list of the powers referred to in the proviso contained in paragraph (b) of sub-Clause 3.1: 1. Approval of interim and final financial statements. 2. Approval of the interim dividend and recommendation of the final dividend. 3. Approval of any significant changes in accounting policies or practices. 4. Appointment or removal of Company Secretary. 5. Remuneration of auditors and recommendations for appointment or removal of auditors. 6. Approval of all circulars to shareholders and listing particulars. 7. Approval of all press releases concerning matters decided by the board. 8. Changes relating to the Group's capital structure or its status as PLC. 9. Board appointments and removals. 10. Terms of reference/employment of chairman, vice-chairman, chief executive and other executive directors. 11. Terms of reference and membership of board committees. 12. Major capital projects. 13. Contracts of the Company or any subsidiary not in the ordinary course of business. 14. Major investments including the acquisition or disposal of interests of more than 5% in the voting shares of any company or the making of any take- over bid. 13 THE SECOND SCHEDULE ------------------- One million (1,000,000) share options to be issued at 2 pence per share under the Company Scheme. 14 EX-10.3 6 EXECUTIVE SERVICE AGREEMENT (WILLIAMS) EXHIBIT 10.3 DATED DECEMBER 16, 1996 ----------------------- (1) ALLIANCE RESOURCES PLC ---------------------- - AND - (2) HARRY BRIAN KERR WILLIAMS ------------------------- EXECUTIVE --------- SERVICE AGREEMENT ----------------- 1 THIS AGREEMENT is made the 16 day of December, 1996 - -------------- BETWEEN: - -------- (1) ALLIANCE RESOURCES PLC, a company registered in England and Wales whose ---------------------- registered office is at Kingsbury House, 15-17 King Street, London SW1Y 6QU ("the Company") and (2) H. BRIAN K. WILLIAMS of Church House, Church Street, Rodmersham, Nr -------------------- Sittingbourne, Kent ME9 OQD ("The Executive") WHEREAS (A) it has been agreed that the Executive is to be employed by the Company; and (B) it has been agreed that said employment of the Executive shall be on the terms and subject to the conditions hereinafter written: NOW, THEREFORE, THE PARTIES HERETO HAVE AGREED AND DO HEREBY AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION ------------------------------ 1.1 In this Agreement unless the context otherwise requires word and phrases defined in Part XXVI of the Companies Act 1985 have the same meanings thereby attributed to them and the following expressions have the following meanings: "Associated Company" means any company which is a holding company or a subsidiary of the Company's holding company; "the Board" means the Board of Directors present at a meeting of the directors of the Company at which a quorum is present but excluding the Executive; "Group" means the Company and the Associated Companies; "Intellectual Property" means patent trade marks, service marks, designs, utility models, design rights applications for registration or any of the foregoing and the right to apply for them in any part of the world, inventions, drawings, computer programs, Confidential Information, know-how and rights of like nature arising or subsisting anywhere in the world in relation to all of the foregoing whether registered or unregistered. 2. COMMENCEMENT AND TERM --------------------- 2.1 The Executive's employment began on 16 December 1996. 2.2 This Agreement is in substitution for and shall supersede all or any former and existing agreements or arrangements for the employment of the Executive by the Company or an Associated Company 2 all of which shall be deemed to have been cancelled with effect from the date of commencement of this Agreement. 2.3 The employment of the Executive shall (subject to the provision of Clause 12) be for an initial fixed period of two (2) years from the date of this Agreement and shall automatically be extended without further action of either party for additional one (1) year periods, unless written notice of either party's intention not to extend has been given to the other party hereto at least three (3) months prior to the expiration of the then effective one (1) year period of employment provided that the Executive may at any time during the currency of this Agreement give a minimum of three months notice of termination to the Company. In the event of termination pursuant to any of the provisions of this Clause 2.3 the provisions of Clause 2.4 shall still apply. 2.4 On termination of the employment of the Executive at any time and for whatever reason and howsoever arising, but subject to the provisions of Clause 12, the Company shall pay to the Executive in one lump sum on the day of such termination, a cash payment in an amount equal to the Executive's annual salary, most recent bonus and benefits including payments to the Executive's pension scheme multiplied by a NUMBER arrived at by dividing the number of months remaining in the period of employment in effect on the date of such termination by 12; provided, in no event shall the heretofore derived NUMBER ever be less than 1; provided further, that for purposes of determining the number of months remaining in the period of employment in effect on the date of termination, the month during which such termination takes place shall be included therein. 3. OBLIGATIONS DURING EMPLOYMENT ----------------------------- 3.1 The Executive shall during the continuance of his employment: (a) serve the Company to the best of his ability in the capacity of FINANCE DIRECTOR and shall perform such duties as are customary for a finance director of comparable companies; (b) faithfully and diligently perform such duties and exercise such powers consistent with them as the Board may from time to time properly assign to or confer upon him provided that the Executive shall not exercise any of the powers set out in the First Schedule nor do anything which is inconsistent with prohibitions described therein unless and until any such power is vested in him by the Board; (c) if and so long as the Board so directs, perform and exercise the said duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company; (d) do all in his power to protect, promote, develop and extend the business interests and reputation of the Group; (e) at all times and in all respects conform to and comply with the business interests and reputation of the Group; (f) promptly give to the Board (in writing if so requested) all such information, explanations and assistance as they may require in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties; 3 (g) unless prevented by sickness, injury or other incapacity or as otherwise agreed by the Board, devote the whole of his time, attention and abilities during his hours of work (which shall be normal business hours and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties. (h) work at such place of business of the Company or any Associated Company within the United Kingdom as necessary for the proper performance and exercise of his duties and powers, and, in particular, it is agreed that the Executive shall remain domiciled in the United Kingdom and receive payment for service rendered hereunder in the United Kingdom; and the Executive shall not be obliged to work from an office outside an area comprising a radius of 10 miles from London; however, the Executive may be required to travel on the business of the Company and any Associated Company (whether inside or outside the United Kingdom) for which he is required to perform duties; and (i) at such times as the Board may reasonably request and at the expense of the Company, undergo a medical examination by a doctor of the Company's choice. 3.2 Notwithstanding the foregoing or any other provision of this Agreement, the Company may at any time after the Executive has given notice to terminate this Agreement suspend the Executive and/or exclude him from all or any premises of the Company or any Associated Company for any period not exceeding twelve (12) months provided that throughout such period the Executive's salary and other contractual benefits shall continue to be paid or provided by the Company. 4. FURTHER OBLIGATIONS OF THE EXECUTIVE ------------------------------------ 4.1 During the continuance of his employment, the Executive shall devote his whole time and attention to his duties under this Agreement and shall not, without prior written consent of the Board (such consent not to be unreasonably withheld or delayed), directly or indirectly, carry on or be engaged, concerned or interested in any other business trade or occupation which is similar to or in competition with the business of the Company or any Associated Company otherwise than as a holder directly or through nominees of not more than five per cent in aggregate of any class of shares, debentures or other securities from time to time of any company which are for the time being quoted or dealt in on any recognised investment exchange (as defined in Section 207(1) of the Financial Services Act 1986). 4.2 The Executive shall during the continuance of his employment (and shall procure that his spouse or partner and his minor children shall comply) with all applicable rules of law and stock exchange regulations (including the "Model Code" issued by The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited) and codes of conduct of the Company for the time being in force in relation to dealings in shares, debentures or other securities of the Company or any Associated Company or any unpublished price-sensitive information affecting the securities of any other company. 4.3 The Executive shall, in relation to any dealings in securities of overseas companies, comply with all laws of any foreign state affecting dealings in the securities of such companies and all regulations of any relevant stock exchanges on which such dealings take place. 4.4 During the continuance of his employment, the Executive shall observe the terms of any policy issued by the Company in relation to any payment, rebate, discount, commission, vouchers, gift 4 or other benefit obtained by him from any third party in respect of any business transacted or proposed to be transacted (whether or not by him) by or on behalf of the Company or any Associated Company. 5. REMUNERATION ------------ 5.1 The Company shall pay to the Executive during the continuance of his employment a salary (which shall accrue from day to day) at the rate of (Pounds)85,800 (Eighty-five thousand United Kingdom Pounds Sterling) per year. The salary shall be payable in arrears on or before three (3) working days prior to the end of each calendar month. 5.2 The salary payable to the Executive under Clause 5.1 shall be reviewed on no less than an annual basis and may be increased by such amount as the remuneration committee of the Company in its absolute discretion from time to time decide and notify to the Executive in writing. 5.3 The Executive may during the continuance of his employment be entitled to be paid bonuses of such amounts (if any) at such times and subject to such conditions as the remuneration committee of the Company may in its discretion decide. 5.4 The Executive shall be entitled to be granted such share options in the share capital of the Company as decided by the Board from time to time. The Company agrees initially to grant the Executive share options under the Company Scheme as set forth on the Second Schedule. It is the intention of the Company to grant the Executive additional share options at a minimum of two (2) times the Executive's annual salary, at the earliest available opportunity under the Company Scheme and within the overall constraints of the rules and regulations of the London Stock Exchange regarding the granting of such share options. The Company agrees that the Executive shall be entitled to retain all options granted until expiry date in the event of termination of the employment of the Executive without good cause. 6. INSURANCE PENSION AND OTHER BENEFITS ------------------------------------ 6.1 Subject to his complying with and satisfying any applicable requirements of the relevant insurers, the Company shall arrange for the provision and pay for the provision to the Executive of comprehensive medical, dental and disability insurance in accordance with arrangements made between the Company and an insurance company mutually acceptable to the Company and the Executive. In addition, the Company shall arrange for the provision and pay for the provision to the Executive of comprehensive travel, associated death and emergency medical insurance, including cover for emergency repatriation to the United Kingdom whilst the Executive is outside the United Kingdom on business at the behest of the Company. 6.2 The Company shall (subject to the Inland Revenue Limits so far as they are applicable) pay for the sole benefit of the Executive a sum equal to 15 per cent of the Executive's annual salary hereunder by equal monthly contributions in arrears into such Inland Revenue approved personal pension scheme as the Executive may from time to time direct. Such monthly contributions shall be inclusive of the provision of death benefit at four times the Executive's annual salary. In the event that such Inland Revenue approved personal pension scheme has not been established by the Executive, then the Company shall accordingly accrue at a rate of 15 per cent of the Executive's annual salary monthly which will be paid into such Inland Revenue approved personal pension scheme when such scheme has been established. 5 7. EXPENSES -------- 7.1 The Company shall during the continuance of his employment reimburse the Executive in respect of all reasonable traveling, accommodations, entertainment and other similar out-of-pocket expenses wholly, exclusively and necessarily incurred by him in or about the performance of his duties. 7.2 Except where specified to the contrary, all expenses shall be reimbursed in accordance with the expenses policies of the Company from time to time subject to the Executive providing appropriate evidence (including receipts, invoices, tickets and/or vouchers as may be appropriate) of the expenditure in respect of which he claims reimbursement. 8. HOLIDAYS -------- 8.1 The Executive shall (in addition to the usual public and bank holidays) be entitled during the continuance of his employment to twenty five (25) working days' paid holiday in each calendar year to be taken at such times as shall have been approved by the Board. 8.2 The Executive shall not be entitled to carry forward any annual holiday entitlement foregone by him for any reason during the calendar year in which it accrued without the prior written consent of the Board. 8.3 Upon the termination of his employment, the Executive's entitlement to accrued holiday pay (which accrues at the rate of 2 days per month) shall be calculated on a pro rata basis in respect of each completed month of service in the calendar year in which his employment terminates and the appropriate amount shall be paid to the Executive provided that, if the Executive shall have taken more days' holiday than his accrued entitlement, the Company is hereby authorised to make an appropriate deduction from the Executive's final salary payment. 9. SICKNESS -------- 9.1 Subject to his complying with the Company's procedures relating to the notification and certification of periods of absence from work, the Executive shall continue to be paid his salary during any periods of absence from work due to sickness, injury or other incapacity up to a maximum of twenty six (26) weeks in aggregate in any period of fifty-two (52) consecutive weeks. 9.2 If the Executive shall have been absent from work due to sickness, injury or other incapacity for a continuous period in excess of twenty-six weeks, the Board shall decide at its absolute discretion whether to terminate the Executive's employment, in which case the provisions of Clause 2.4 shall apply or continue to pay the Executive at fifty percent (50%) of his salary for an additional twenty six (26) weeks. In the event that the Executive's employment is terminated at the end of the additional twenty-six (26) week period, the provisions of Clause 2.4 shall still apply. 10. INTELLECTUAL PROPERTY --------------------- 10.1 Subject to the relevant provisions of the Patents Act 1977, the Registered Designs Act 1949 and the Copyright Designs and Patents Act 1988, if at any time in the course of his employment the Executive makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business of the Company or any Associated Company, he shall immediately disclose full details of such Intellectual Property to the Company 6 and at the request and expense of the Company he shall do all things which may be necessary or desirable for obtaining appropriate forms of protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting all rights in the same in the Company or its nominee. 10.2 The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to sign execute or do any instrument or thing and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this Clause and in favour of any third party. A certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case. 10.3 The Executive hereby waives all of his moral rights (as defined in the Copyright Designs and Patents Act 1988) in respect of any acts of the Company or any acts of third parties done with the Company's authority in relation to any Intellectual Property which is the property of the Company by virtue of Clause 10.1. 10.4 All rights and obligations under this Clause in respect of Intellectual Property made or discovered by the Executive during his employment shall continue in full force and effect after the termination of his employment and shall be binding upon the Executive's personal representatives. 11. CONFIDENTIALITY --------------- 11.1 The Executive shall not (other than in the proper performance of his duties or without the prior written consent of the Board or unless ordered by a court of competent jurisdiction) at any time either during the continuance of his employment or after its termination disclose or communicate to any person or use for his own benefit or the benefit of any person other than the Company or any Associated Company any benefits of any confidential information which may come to his knowledge in the course of his employment and the Executive shall during the continuance of his employment use his best endeavours to prevent the unathorized publication or misuse of any confidential information provided that such restrictions shall cease to apply to any confidential information which may enter the public domain other than through the default of the Executive. 11.2 All notes and memoranda of any trade secret or confidential information concerning the business of the Company and the Associated Companies or any of its or their suppliers, agents, distributors, customers or others which shall have been acquired, received or made by the Executive during the course of his employment shall be the property of the Company and shall be surrendered by the Executive to someone duly authorized in that behalf at the termination of his employment or at the request of the Board at any time during the course of his employment. 11.3 For the avoidance of doubt and without prejudice to the generality of Clauses 11.1 and 11.2, the following is a non-exhaustive list of matters which in relation to the Company and the Associated Companies are considered confidential and must be treated as such by the Executive: (a) any trade secrets of the Company or any Associated Company; (b) any information in respect of which the Company or any Associated Company is bound by an obligation of confidence to any third party; (c) customer lists and details of contracts with or requirements of customers; and 7 (d) any invention, technical data, know-how, instruction or operations manual or other manufacturing or trade secrets of the Group and their clients/customers. 12. TERMINATION OF EMPLOYMENT ------------------------- 12.1 The employment of the Executive may be terminated by the Company forthwith by notice in writing to the Executive if the Executive: (a) commits any material breach of any of the terms, conditions or stipulations contained in this Agreement; (b) is guilty of any serious negligence or gross misconduct in connection with or affecting the business or affairs of the Company or any Associated Company for which he is required to perform duties; (c) is guilty of conduct which brings or is likely to bring himself or the Company or any Associated Company into disrepute; (d) is convicted of an arrestable offence (other than an offence under the road traffic legislation in the United Kingdom or elsewhere for which a non-custodial penalty is imposed); (e) is adjudged bankrupt or makes any arrangement or composition with his creditors; (f) becomes incapable by reason of mental disorder of discharging his duties; (g) is or becomes prohibited by law from being a director. 12.2 The employment of the Executive may be terminated by the Company forthwith by three (3) months' notice in writing to the Executive if at any time the Executive voluntarily resigns as a director of the Company. 12.3 The employment of the Executive may be terminated with the Company forthwith by twelve (12) months' notice in writing to the Executive if the Executive s found unfit to perform his duties on the basis of a medical report supplied to the Company following his having undergone a medical examination pursuant to paragraph (i) of Clause 3.1. 12.4 The Executive may terminate his employment with the Company forthwith by notice in writing to the Company if the Company commits any material breach of the terms, conditions or stipulations contained in this Agreement, in which case the provisions of Clause 2.4 shall still apply. 12.5 The employment of the Executive shall terminate automatically and without prior notice upon his attaining the age of 65. 12.6 If the Executive shall have been absent from work due to sickness, injury or other incapacity for periods in excess of six (6) months in aggregate in any period of twelve (12) consecutive months, the Company may terminate his employment by giving to him not less than three months' notice in writing expiring at any time. 8 12.7 Upon the termination of his employment (for whatever reason and howsoever arising) the Executive: (a) shall not take away, conceal or destroy but shall immediately deliver up to the Company all documents (which expression shall include without limitation notes, memoranda, correspondence, drawings, sketches, plans, designs and any other material upon which data or information is recorded or stored) relating to the business or affairs of the Company or any Associated Company or any of their clients/customers, shareholders, employees, officers, suppliers, distributors and agents (and the Executive shall not be entitled to retain any copies or reproductions of any such documents) together with any other property belonging to the Company or any Associated Company which may then be in his possession or under his control; (b) shall at the request of the Board immediately resign without claim or compensation from office as a director of the Company and any Associated Company and from any other office held by him in the Company or any Associated Company (but without prejudice to any claim he may have for damages for breach of this Agreement) and, in the event of his failure to do so, the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignations to the Board; (c) shall not any time thereafter make any untrue or misleading oral or written statement concerning the business or affairs of the Company or any Associated Company nor represent himself or permit himself to be held out as being in any way connected with or interested in the business of the Company or any Associated Company (except as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements); (d) shall not at any time thereafter use the name "Alliance Resources" or any name capable of confusion therewith (whether by using such names as part of a corporate name or otherwise); and (e) shall immediately repay all outstanding debts or loans due to the Company or any Associated Company, and the Company is hereby authorised to deduct from any wages of the Executive a sum equal to any such debts or loans. 12.8 The following provisions will apply in the event of a Change in Control (as hereinafter specified): (a) The Board recognises that the Executive is one of several key employees whose high quality of job performance is essential to promoting and protecting the best interests of the Company and its shareholders. The Board further recognises (i) that it is possible that a Change in Control of the Company could occur at some time in the future; (ii) that the uncertainty associated with such a possibility could result in the distraction of the Executive from his assigned duties and responsibilities; (iii) that it is in the best interests of the Company and its shareholders to assure the continued attention by the Executive to such duties and responsibilities without such distraction; and (iv) that the Executive must be able to participate in the assessment and evaluation of any proposal which could effect a Change in Control of the Company without the Executive being influenced in the exercise of his judgment by uncertainties regarding the Executive's future financial security. 9 (b) A "Change in Control" of the Company shall occur if, after the date of this Agreement: (i) any Unrelated Party (as hereinafter defined) becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the common stock of the Company issued and outstanding immediately prior to such acquisition and/or securities of the Company, computing such percentage as if such securities acquired had been converted and are issued and outstanding for the purpose of determining such percentage or, if any Unrelated Party is the beneficial owner of thirty percent (30%) or more of such securities at the date of this Agreement, such Unrelated Party acquires an additional ten percent (10%) or more of the shares of common stock of the Company and/or securities of the Company which may be converted into shares of common stock of the Company. (ii) the shareholders of the Company approve (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the common stock of the Company are converted into cash, securities or other property, other than a merger of the Company in which the holders of the common stock of the Company immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (z) any plan or proposal for the liquidation or dissolution of the Company. (iii) a majority of the Board ceases to consist of Continuing Directors. "Continuing Directors" shall mean members of the Board who either (1) are members of the Board at the date of this Agreement or (2) are nominated or appointed to serve as directors by a majority of the then Continuing Directors; or (iv) any tender or exchange offer is made to acquire thirty percent (30%) or more of the common stock of the Company, other than an offer made by the Company, and shares are acquired pursuant to that offer. (c) "Unrelated Party" shall mean any party or group of parties acting together, excluding, however, the Company, a subsidiary of the Company and any trustee under any employee benefit plan maintained by the Company. (d) Upon (x) the termination of the Executive by the Company without Cause following a Change in Control of the Company or (y) the Executive's voluntary termination of employment for Good Reason following a Change in Control of the Company prior to expiration of the then effective two (2) year period of employment, then the Company shall provide to the Executive, within thirty (30) days after the applicable event, the following benefits: (i) in one lump sum a cash payment equal to the average annual salary, bonus and benefits paid to the Executive for the past two (2) years, multiplied by two (2). (ii) to the extent permitted by applicable law, inclusion in the Company's life and medical plans as if the Executive were still employed by the Company until the earlier of two (2) years from the date of his termination or until the Executive 10 obtains eligibility under comparable employee plans, with the Company paying that portion of the premium which it was paying for the Executive at the time of his termination. (e) Good Reason. "Good Reason" shall mean: ----------- (i) without his express written consent, the assignment to the Executive of any duties inconsistent with his positions, duties, responsibilities and status with the Company as of the date of this Agreement or a change in his titles or offices as of same date, or any removal of the Executive from or any failures to re- elect the Executive to any of such positions, except in connection with the termination of his employment for Cause or as a result of his Disability or death, or termination by the Executive other than for Good Reason; (ii) any reduction of the then-existing base salary or a reduction of more than ten percent (10%) in the aggregate value of any benefit plans without the prior written consent of the Executive, which is not remedied within ten (10) calendar days after receipt by the Company of written notice from the Executive of such change or reduction, as the case may be; (iii) a determination by the Executive made in good faith that, as a result of a Change in Control of the Company and a change in circumstances thereafter significantly affecting his position, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, any of the authorities, powers, functions, responsibilities or duties attached to his position immediately prior to the Change in Control of the Company, which situation is not remedied within thirty (30) calendar days after receipt by the Company of written notice from the Executive of such determination; (iv) failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; or (v) the Company shall relocate its principal executive office or require Executive to have his principal location of work or principal residence any location which is in excess of thirty miles from the location as of the date hereof; or (vi) any material breach of this Agreement by the Company. 12.9 The Executive shall not be required to mitigate the amount of any payments or benefit provided by this Agreement nor shall the amounts of any payment or benefit provided for by this Agreement be reduced by any compensation earned by the Executive as the result of employment by the Company or another employer either before or after a Change in Control of the Company. 12.10Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or 11 otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its affiliated companies at or subsequent to the termination of employment hereunder shall be payable in accordance with such plan or program. 13. NOTICES ------- 13.1 Any notice to be given under this Agreement shall be given in writing and shall be deemed to be sufficiently served by one party or the other if it is delivered personally or is sent by registered or recorded delivery pre- paid post (air mail if overseas) addressed to either the Company's registered office for the time being or the Executive's last known address as the case may be. 13.2 Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to be received two (2) days after posting (six (6) days if sent air mail) and in providing the time such notice was sent it shall be sufficient to show that the envelope containing it was properly addressed, stamped and posted. 13.3 Notwithstanding any other provision of this Agreement, no provision by virtue of which this Agreement or any agreement or arrangement of which it forms a part subject to registration under the Restrictive Trade Practices Act 1976 and 1977 ("RTPA") shall take effect until after particulars thereof have been furnished to the Director General of Fair Trading in accordance with the requirements of the RTPA. 14. MISCELLANEOUS ------------- 14.1 The Executive hereby warrants that by virtue of entering into this Agreement he will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon him. 14.2 Any benefits provided by the Company to the Executive or his family which are not expressly referred to in this Agreement shall be regarded as ex gratis benefits provided at the entire discretion of the Company and shall not form part of the Executive's contract of employment. 14.3 The Company shall be entitled at any time during the Executive's employment to make deductions from the Executive's salary or from any other sums due to the Executive from the Company or any Associated Company in respect of any overpayment of any kind made to the Executive or in respect of any debt or other sum due from him. 15. GENERAL PROVISIONS ------------------ 15.1 The headings in this Agreement are for convenience only and shall not affect its construction or interpretation. 15.2 References in this Agreement to Clauses and paragraphs and the Schedules are references to Clauses and paragraphs and the Schedules (which are hereby specifically incorporated in this Agreement) to this Agreement. 15.3 Any reference in this Agreement to the employment of the Executive is a reference to his employment by the Company whether or not during the currency of this Agreement. 12 15.4 Any reference in this Agreement to a person shall, where the context permits, include a reference to a body corporate and to any unincorporated body of persons. 15.5 Any word in this Agreement which denotes the singular shall, where the context permits, include the plural and vice versa, and any word in this Agreement which denotes the masculine gender shall, where the context permits, include the feminine and/or the neuter genders and vice versa. 15.6 Any reference in this Agreement to a statutory provision shall be deemed to include a reference to any statutory amendment modification or re-enactment of it. 15.7 This Agreement contains the entire understanding between the parties and supersedes all (if any) subsisting agreements, arrangements and understandings relating to the employment of the Executive which such agreements, arrangements and understandings shall be deemed to have been terminated by mutual consent. 15.8 This Agreement is governed by and shall be construed in accordance with the laws of England, and the parties to this Agreement hereby submit to the exclusive jurisdiction of the English courts. IN WITNESS whereof this Agreement has been executed as a deed by the parties - ---------- hereto and is intended to be and is hereby delivered on the date first above written. Executed as a deed by: _____________________________________ PHILIP DOUGLAS Director and Chairman of the Remuneration Committee of the Board of Directors for ALLIANCE RESOURCES PLC Signed as a deed by: _____________________________________ HARRY BRIAN KERR WILLIAMS the Executive in the presence of: Signature: _____________________________________ Name: _____________________________________ Address: _____________________________________ _____________________________________ Occupation: _____________________________________ 13 THE FIRST SCHEDULE ------------------ The following is a list of the powers referred to in the proviso contained in paragraph (b) of sub-Clause 3.1: 1. Approval of interim and final financial statements. 2. Approval of the interim dividend and recommendation of the final dividend. 3. Approval of any significant changes in accounting policies or practices. 4. Appointment or removal of Company Secretary. 5. Remuneration of auditors and recommendations for appointment or removal of auditors. 6. Approval of all circulars to shareholders and listing particulars. 7. Approval of all press releases concerning matters decided by the board. 8. Changes relating to the Group's capital structure or its status as PLC. 9. Board appointments and removals. 10. Terms of reference/employment of chairman, vice-chairman, chief executive and other executive directors. 11. Terms of reference and membership of board committees. 12. Major capital projects. 13. Contracts of the Company or any subsidiary not in the ordinary course of business. 14. Major investments including the acquisition or disposal of interests of more than 5% in the voting shares of any company or the making of any take- over bid. 14 THE SECOND SCHEDULE ------------------- Two million five hundred thousand (2,500,000) share options to be issued at 2 pence per share under the Company Scheme. 15 EX-22.1 7 SUBSIDIARIES OF THE REGISTRANT EXHIBIT 22.1 SUBSIDIARIES OF ALLIANCE RESOURCES PLC Place of Incorporation ---------------------- Manx Petroleum PLC England Celtic Basin Oil Exploration Ltd. England Alliance Resources Group Inc. Delaware Source Petroleum Inc. Louisiana ARNO Inc. Delaware ARCOL Inc. Delaware Alliance Resources (USA) Inc. Delaware Geological Forecast Technology Ltd. Israel NOTE: All of the entities above are directly or indirectly 100% owned by Alliance Resources PLC, except Geological Forecast Technology Ltd. which is 50% owned by Alliance Resources PLC. EX-27 8 ARTICLE 5 FDS
5 0000937568 ALLIANCE RESOURCES PLC 1 YEAR APR-30-1996 APR-30-1995 APR-30-1996 1,177,000 0 1,293,000 0 0 2,534 7,311,000 0 9,845,000 37,000 0 0 0 5,105,000 2,650,000 9,845,000 3,686,000 3,686,000 0 6,559,000 589,000 0 (229) (3,593) 0 (3,593) 0 0 0 (3,593) (1.32) (1.32)
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