EXHIBIT 99.7
Filed by: Dorchester Hugoton, Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 000-10697
Subject Company: Dorchester Hugoton, Ltd.
The following is the text of Item 5 of the Form 8-K of Dorchester Hugoton,
Ltd. dated December 2, 2001, as filed with the Securities and Exchange
Commission on December 4, 2001.
Dorchester Hugoton, Ltd., Republic Royalty Company and Spinnaker Royalty
Company, L.P. have entered into an agreement amending the date set in their
letter of intent for completion of the definitive agreement from December 4,
2001 to December 13, 2001. A copy of the amendment is filed as Exhibit 2.1
hereto and incorporated by reference in response to this Item.
THE FOREGOING DOES NOT CONSTITUTE AN OFFER TO BUY, OR THE SOLICITATION OF
AN OFFER TO BUY, ANY SECURITIES. THE SECURITIES TO BE OFFERED IN CONNECTION WITH
THE PROPOSED TRANSACTION WILL BE OFFERED ONLY PURSUANT TO A PROSPECTUS/PROXY
STATEMENT INCLUDED IN A REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF
1933, AS AMENDED.
ALL DORCHESTER HUGOTON UNITHOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE
PROSPECTUS/PROXY STATEMENT TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND THE RELATED SOLICITATION/RECOMMENDATIONS THAT WILL BE PROVIDED TO
EACH UNITHOLDER REQUESTING SUCH UNITHOLDER'S VOTE, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION. A COPY OF THE PROSPECTUS/PROXY STATEMENT AND
RELATED SOLICITATION/RECOMMENDATIONS, WHEN FINALIZED, WILL BE MAILED TO
DORCHESTER HUGOTON UNITHOLDERS AND WILL BE AVAILABLE FROM XXXXXXXXXX XXXXXXX ON
REQUEST. THE PROSPECTUS/PROXY STATEMENT AND RELATED SOLICITATION/RECOMMENDATIONS
WILL ALSO BE AVAILABLE ON THE INTERNET AT THE SECURITIES AND EXCHANGE
COMMISSION'S WORLD WIDE WEB SITE AT XXXX://XXX.XXX.XXX.
Xxxxxxxxxx Xxxxxxx and its General Partners, and their respective directors
and/or officers, as applicable, may be deemed under the Rules of the Securities
and Exchange Commission to be "participants in the solicitation" of proxies from
the security holders of Xxxxxxxxxx Xxxxxxx in favor of the transaction. SECURITY
HOLDERS OF XXXXXXXXXX XXXXXXX MAY OBTAIN INFORMATION REGARDING THE INTERESTS OF
THE "PARTICIPANTS IN THE SOLICITATION" BY READING THE PROSPECTUS/PROXY STATEMENT
RELATING TO THE TRANSACTION WHEN IT BECOMES AVAILABLE.
The following is the text of the Second Amendment to the Letter of Intent,
Dated December 2, 2001 and filed with the Securities and Exchange Commission on
December 4, 2001 as an exhibit to Form 8-K.
THE FOLLOWING DOCUMENT DOES NOT CONSTITUTE AN OFFER TO BUY, OR THE
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES. THE SECURITIES TO BE OFFERED IN
CONNECTION WITH THE PROPOSED TRANSACTION WILL BE OFFERED ONLY PURSUANT TO A
PROSPECTUS/PROXY STATEMENT INCLUDED IN A REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
ALL DORCHESTER HUGOTON UNITHOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE
PROSPECTUS/PROXY STATEMENT TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND THE RELATED SOLICITATION/RECOMMENDATIONS THAT WILL BE PROVIDED TO
EACH UNITHOLDER REQUESTING SUCH UNITHOLDER'S VOTE, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION. A COPY OF THE PROSPECTUS/PROXY STATEMENT AND
RELATED SOLICITATION/RECOMMENDATIONS, WHEN FINALIZED, WILL BE MAILED TO
DORCHESTER HUGOTON UNITHOLDERS AND WILL BE AVAILABLE FROM XXXXXXXXXX XXXXXXX ON
REQUEST. THE PROSPECTUS/PROXY STATEMENT AND RELATED SOLICITATION/RECOMMENDATIONS
WILL ALSO BE AVAILABLE ON THE INTERNET AT THE SECURITIES AND EXCHANGE
COMMISSION'S WORLD WIDE WEB SITE AT XXXX://XXX.XXX.XXX.
Xxxxxxxxxx Xxxxxxx and its General Partners, and their respective directors
and/or officers, as applicable, may be deemed under the Rules of the Securities
and Exchange Commission to be "participants in the solicitation" of proxies from
the security holders of Xxxxxxxxxx Xxxxxxx in favor of the transaction. SECURITY
HOLDERS OF XXXXXXXXXX XXXXXXX MAY OBTAIN INFORMATION REGARDING THE INTERESTS OF
THE "PARTICIPANTS IN THE SOLICITATION" BY READING THE PROSPECTUS/PROXY STATEMENT
RELATING TO THE TRANSACTION WHEN IT BECOMES AVAILABLE.
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SECOND AMENDMENT TO LETTER OF INTENT
On July 31, 2001, Dorchester Hugoton, Ltd., a Texas limited partnership,
Republic Royalty Company, a Texas general partnership and Spinnaker Royalty
Company, L.P., a Texas limited partnership entered into a Letter of Intent with
respect to the formation of a new publicly traded limited partnership, which was
amended by a First Amendment to Letter of Intent dated October 25, 2001 (as so
amended, the "Letter of Intent").
The parties hereto agree that the date specified in paragraph E.5 of the
Letter of Intent is hereby changed from "December 4, 2001" to "December 13,
2001".
All other terms and conditions of the Letter of Intent shall remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned parties have executed this Letter of
Intent on this 2nd day of December, 2001.
DORCHESTER HUGOTON, LTD.
By: Xxxxx X. Xxxxx, Inc., General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Xxxxx X. Xxxxx, President
REPUBLIC ROYALTY COMPANY
By: XXX Partners, Ltd., General Partner
By: XXX Partners, Inc., General Partner
By: /s/ X.X. Xxxxx, Xx.
-----------------------------------------
X.X. Xxxxx, Xx., Secretary
By: Xxxxxx Petroleum, Ltd., General Partner
By: VPL(GP), LLC, General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Xxxxx X. Xxxxxx, Manager
SPINNAKER ROYALTY COMPANY, L.P.
By: Xxxxx Xxxxx Oil & Gas, Inc., General Partner
By: /s/ Xxxxxxx Xxxxx XxXxxxxxx
-----------------------------------------
Xxxxxxx Xxxxx XxXxxxxxx, Vice President
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