1
EXHIBIT 99(D)
Voting Trust Agreement
This voting trust agreement is made effective March 23, 1997, and
replaces and supersedes that Voting Trust Agreement dated June 11, 1996,
between all of then current shareholders of Venus Energy PLC, a U.K. public
limited company having its U.S. office at 700 N. St. Mary's Street, Suite 1900,
San Antonio, Xxxxx Xxxxxx, Xxxxx 00000, called the "Shareholders", and E. L.
Xxxx, Jr., called the "Trustee". This agreement is among shareholders of The
New Venus Exploration, Inc.
The names and addresses of the shareholders and the number of shares
owned by each are as follows:
Name Address Numbers of
Shares Held
E. L. Xxxx, Jr. 000 X. Xx. Mary's 37,333
Suite 1900
San Antonio, TX
Xxxxx X. X. Xxxx 000 X. Xx. Mary's 141,758
Xxxxx 0000
Xxx Xxxxxxx, XX
Xxxx X. Xxxx 000 X. Xx. Mary's 54,903
Xxxxx 0000
Xxx Xxxxxxx, XX
Xxxxxxxxx X. Xxxxx 000 X. Xx. Mary's 31,838
Xxxxx 0000
Xxx Xxxxxxx, XX
E. L. Xxxx III 000 X. Xx. Mary's 31,838
Xxxxx 0000
Xxx Xxxxxxx, XX
Xxxxxxx X. Xxxx 000 X. Xx. Mary's 31,838
Xxxxx 0000
Xxx Xxxxxxx, XX
Xxxxxxx X. Xxxxxx 000 X. Xx. Mary's 18,123
Xxxxx 0000
Xxx Xxxxxxx, XX
Xxxxxx Xxxxxxx 000 X. Xx. Mary's 5,495
Suite 1900
San Antonio, TX
2
Recitals
A. Each of the Shareholders represents that he or she is the owner
of the number of shares of capital stock The New Venus Exploration, Inc.,
called the "Company", set forth opposite his or her name above.
B. In order to provide for the smooth and efficient operation of the
Company, to prevent conflicts, and to avoid deadlocks, the Shareholders deem it
to be in the best interest of the Company and all of its shareholders that this
agreement be executed.
For these reasons, the Shareholders, in consideration of their mutual
promises, agree with each other and with the Trustee, and the Trustee agrees
with the Shareholders, as follows:
Section One. Transfer of Stock to Trustee. Each Shareholder will
deposit the number of shares of capital stork set forth opposite his or her
name above and the certificates representing those shares, together with
sufficient instruments executed for their transfer to the Trustee, with the
Trustee, and will receive in exchange trust certificates. On the making of
that deposit, all shares represented by the stock certificates so deposited
will be transferred on the books of the Company to the name of the Trustee, who
is authorized and empowered to cause such transfers to be made, and also to
cause any further transfers to be made that may become necessary due to a
change in the identity of any trustee or trustees as provided here.
Section Two. Trustee's Control Over Stock. During the period this
agreement remains in force, the Trustee will possess legal title to the shares
deposited and will be entitled to exercise all rights whatsoever, including the
right to vote in person or by proxy, in respect of any and all deposited
shares. Each holder of a trust certificate issued by the Trustee will be
entitled to receive payments equal to any and all dividends collected by the
Trustee with respect to shares of stock deposited by the holder of that trust
certificate.
Section Three. Voting Trust Certificate. Upon deposit by any
Shareholder of a certificate or certificates for shares of stock under this
agreement, accompanied by instruments of transfer, the Trustee will deliver or
cause to be delivered to the Shareholder, a voting trust certificate or
certificates for the same number of shares of stock as may be represented by
the certificate or certificates deposited.
-2-
3
The voting trust certificates will be in substantially the following
form:
Voting Trust Certificate
VENUS ENERGY PLC
No. Shares
--------- --------------------
This certifies that ______________ has deposited ____________ shares of the
capital stock of The New Venus Exploration, Inc., with the undersigned, as
Trustee, under a voting trust agreement dated March 23, 1997, between the
holders of capital stock of The New Venus Exploration, Inc., and E. L. Xxxx,
Jr., and his successors, as Trustee. This certificate and the interest
represented is transferable only on the books of the Trustee and only on its
presentation and surrender to the Trustee. The holder of this certificate
takes it subject to all the terms and conditions of the voting trust agreement
and becomes a party to such agreement and is entitled to its benefits.
Executed by the undersigned as Trustee on ___________________ [date].
------------------------------
E. L. Xxxx, Jr., Trustee
Section Four. Additional Stock. After this agreement has taken effect,
the Trustee may, from time to time, receive any additional fully paid shares of
the capital stock of the Company on the same terms and conditions as are set
forth in this agreement. In respect of all shares so received, the Trustee
will issue and deliver certificates substantially in the form set out above,
entitling the holder to all the rights specified above.
Section Five. Dividends. All dividends that may accrue on the
deposited stock must be distributed pro rata among the holders of the voting
trust certificates in the proportion they are entitled.
Section Six. Sale of Stock and Certificates by Shareholders. During
the period from the date of this agreement until the second anniversary of the
first day the Company's shares are freely tradeable on a recognized stock
exchange or market pursuant to the Company's initial public offering, but not
later than July 1, 2000, the Shareholders agree, and the Trustee accepts this
trust only on the condition, that the Shareholders will not sell their
equitable interests in their respective shares in a manner that would remove
those shares from the effect of this agreement. However, the voting trust
certificates may be sold, pledged or mortgaged, but every assignee or
transferee of a voting trust certificate issued under this agreement will, by
the acceptance of such certificate, become a party to this agreement, with the
same effect as though an original subscriber to the agreement, and the Trustee
will continue to have all rights granted to it pursuant to this agreement.
Irrespective of the foregoing, the Shareholders acknowledge that all the shares
of the Company are
-3-
4
presently restricted shares and are not freely tradeable or transferable. Only
when the Trustee has been supplied with such evidence as he may require, in his
sole discretion, that a transfer of any of the shares or certificates may be
made under, and in accordance with, the rules and laws of the all applicable
governments and agencies, including, without limitation, the U.S. federal and
state securities laws and regulations, will any request for a new such voting
certificate be considered. If that evidence has not been supplied and accepted
by the Trustee for any reason, no Shareholder will request a new certificate,
nor will the Trustee be under any duty to deliver same.
Section Seven. Rights of Trustee. During the period this agreement
remains in effect, the Trustee will possess and will be entitled to exercise,
in person or by proxy, all rights and powers of absolute ownership in respect
of all the stock of the Company deposited with him, including the right to vote
on, to take part in, and consent to, any corporate or shareholders' election or
action of any kind whatsoever, and to receive dividends and distributions on
the stock. The Trustee's right to vote will include the right to vote for the
election of directors and in favor of, or in opposition to, any resolution or
proposed action of any character whatsoever that may require the consent of
shareholders.
Section Eight. Successor Trustee. In the event that E. L. Xxxx, Jr.,
is no longer capable of serving as Trustee or no longer desires to serve as
Trustee, Xxxx X. Xxxx, E. L. Xxxx III and Xxxxxxxxx Xxxx Xxxxx, shall be
requested to serve as Co-Trustees, and if they accept, they shall serve as
dependent co-trustees; i.e., actions by the Trustee under this Agreement will
require each of their signatures to be effective.
Section Nine. Termination of Voting Trust. On the earlier of (i) the
second anniversary of the first day that the Company's shares were freely
tradeable on a recognized stock exchange or market pursuant to the company's
initial public offering, but not later than July 1, 2000, or (ii) the second
anniversary of the closing (if it occurs) of the transaction currently being
considered by the Company with Xplor Corporation and two affiliates of Lomak
Petroleum, Inc. with regard to a business combination of those entities, the
Trustee will distribute the stock of the Company held by it to the holders of
the voting trust certificates in proportion to their respective holdings on
surrender of their certificates to the Trustee, and this agreement will
terminate. Notwithstanding the foregoing to the contrary, the Trustee is
hereby given the right to terminate, at its sole discretion, this agreement at
any time prior to those dates, in which case it shall distribute the stock as
specified above.
Section Ten. Sale or Purchase of Shares or Certificates by Trustee.
Nothing contained in this agreement will deprive the Trustee, in its individual
capacity, of the privilege to be enjoyed by all other depositors of selling or
otherwise disposing of voting trust certificates as they see fit, or of
purchasing additional certificates, or of purchasing additional stock and
selling it.
Section Eleven. Compensation of Trustee. The Trustee (or CoTrustees)
will not be entitled to any compensation for its services as such.
-4-
5
Section Twelve. Resignation of Trustee. Any trustee may resign at any
time by delivering to the Shareholders its written resignation, to take effect
thirty (30) days after the delivery of the resignation. The term "Trustee" as
used in this agreement applies to any properly appointed successor Trustee or
Co-Trustee.
Section Thirteen. Trustee's Liability for Negligence. In voting the
shares of stock held by it or doing any other act with respect to the control
or management of the Company as holder of the deposited stock, the Trustee will
exercise its best judgment in the interest of the Company, to the end that its
affairs be properly managed. No trustee will be liable for any error of
judgment or mistake of law or fact or for any error or omission whatsoever save
only its willful misconduct or gross negligence.
Section Fourteen. Amendment of Voting Trust. This agreement may be
amended or terminated at any time by an instrument in writing executed and
acknowledged by the owners and holders of trust certificates representing over
50% of the shares of stock deposited under this agreement.
Section Fifteen. Acceptance of Trust by Trustee. The Trustee accepts
this trust subject to all of its terms and conditions and agrees that it will
exercise its powers and perform its duties as set forth in this agreement.
Nothing contained in this agreement will be construed to prevent any Trustee
from resigning and discharging itself from the trust.
Section Sixteen. Counterparts. This agreement may be signed in
multiple counterparts, and each party being bound upon its execution of same
regardless of whether all other parties execute same. All copies shall be
considered as one document.
Executed on March 23, 1997, at 000 X. Xx. Xxxx'x Xxxxxx, Xxxxx 0000, Xxx
Xxxxxxx, Xxxxx Xxxxxx, Texas.
/s/ E. L. XXXX, JR. /s/ E. L. XXXX, III
----------------------------------- ------------------------------
E. L. Xxxx, Jr. E. L. Xxxx, III
/s/ XXXXX X. X. XXXX /s/ XXXXXXX X. XXXX
----------------------------------- ------------------------------
Xxxxx X. X. Xxxx Xxxxxxx X. Xxxx
/s/ XXXX X. XXXX /s/ XXXXXXX X. XXXXXX
----------------------------------- ------------------------------
Xxxx X. Xxxx Xxxxxxx X. Xxxxxx
-5-
6
/s/ XXXXXXXXX X. XXXXX /s/ XXXXXX XXXXXXX
----------------------------------- ------------------------------
Xxxxxxxxx X. Xxxxx Xxxxxx Xxxxxxx
-6-
