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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-13 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
WESTERN STANDARD CORPORATION
(Name of the Issuer)
WESTERN STANDARD CORPORATION
SNOW KING INTERESTS LLC
LZ ACQUISITION, INC.
MANUEL B. LOPEZ
JAMES M. PECK
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(Title of Class of Securities)
959588 20 3
(CUSIP Number of Class of Securities)
MANUEL B. LOPEZ, PRESIDENT
WESTERN STANDARD CORPORATION
400 EAST SNOW KING AVENUE
Post Office Box 1846
JACKSON, WYOMING 83001
TELEPHONE NUMBER: (307) 734-3177
WITH COPIES TO:
GILBERT L. McSWAIN, ESQ.
SAMUEL E. WING, ESQ. 300 SOUTH JACKSON STREET
JONES & KELLER, P.C. SUITE 100
1625 BROADWAY, SUITE 1600 DENVER, COLORADO 80209
DENVER, COLORADO 80202 TELEPHONE NUMBER: 303-398-7067
TELEPHONE NUMBER: (303) 573-1600
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. : The filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or rule 13e-3(c) under the Securities Exchange Act
of 1934.
b. 9 The filing of a registration statement under the Securities Act of 1933.
c. 9 A tender offer.
d. 9 None of the above.
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: :
Check the following box if the filing is a final amendment reporting the results of the
transaction: 9
Calculation of Filing Fee
Transaction Valuation Amount of Filing
- ------------------------------------ ---------------------------------------
$1,447,937* $183.45
* Pursuant to the terms of the Agreement and Plan of Merger, dated as of
November 15, 2004, by and among Western Standard Corporation ("Westan"),
Snow King Interests LLC and LZ Acquisition Inc. (the "Merger Agreement"),
each issued and outstanding share of Westan's common stock, other than (1)
shares held by Manuel B. Lopez and James M. Peck and their affiliates, and
(2) shares owned by stockholders who are entitled to and have exercised and
perfected appraisal rights, will be converted into the right to receive
$0.32 in cash. The filing fee was calculated based upon an estimated
aggregate cash payment of $1,447,937 based on the proposed per share cash
payment of $0.32 for 4,524,802 shares of common stock held by Westan
stockholders other than Messrs. Lopez and Peck and their affiliates. In
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as
amended, the filing fee was determined by multiplying .0001267 by the
amount calculated pursuant to the preceding sentence.
: Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $183.45
Form or Registration No.: Schedule 14A
Filing Party: Western Standard Corporation
Date Filed: November 30, 2004
INTRODUCTION
This is Amendment No. 1 to a Rule 13e-3 Transaction Statement on Schedule
13E-3 originally filed on November 30, 2004 (this "Schedule 13E-3") and is being
filed by: (1) Western Standard Corporation, a Wyoming corporation ( "Westan"),
(2) Snow King Interests LLC, a Wyoming limited liability company, (3) LZ
Acquisition Inc., a Wyoming corporation, (4) Manuel B. Lopez, President and a
director of Westan, and (5) James M. Peck, Secretary and a director of Westan.
The preceding persons are collectively referred to herein as the "Filing
Persons" and individually as a "Filing Person."
This Schedule 13E-3 relates to the Agreement and Plan of Merger, dated as
of November 15, 2004, by and among Westan, Snow King Interests LLC and LZ
Acquisition Inc. (the "Merger Agreement"). If the Merger Agreement and merger
(as defined below) are approved and adopted by Westan's stockholders and the
other conditions to the closing of the Merger are satisfied or waived, LZ
Acquisition Inc. will merge with and into Westan , with Westan continuing as the
surviving corporation, which will be wholly owned by Snow King Interests LLC.
Messrs. Lopez and Peck own and control Snow King Interests LLC.
In the merger, the outstanding shares of Westan's common stock, par value
$0.05 per share (the "Common Stock"), other than those held by Messrs. Lopez and
Peck and their affiliates and shares held by dissenting stockholders, who
perfect their appraisal rights under Wyoming law with respect to such shares of
Common Stock, will be converted, without any action on the part of the
stockholders, into the right to receive $0.32 in cash per share. Pursuant to the
Merger, each outstanding share of LZ Acquisition Inc. will be converted into one
share of Common Stock of the surviving corporation.
Concurrently with the filing of this Schedule 13E-3, Westan is filing with
the U.S. Securities and Exchange Commission (the "SEC") a preliminary proxy
statement (the "Proxy Statement") under Regulation 14A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), relating to the special
meeting of stockholders of Westan at which the stockholders of Westan will
consider and vote upon a proposal to adopt and approve the Merger Agreement and
the Merger.
Pursuant to General Instruction of G of Schedule 13E-3, this Schedule 13E-3
incorporates by reference the information contained in the Proxy Statement in
answer to the items of Schedule 13E-3. The information set forth in the Proxy
Statement, including all appendices thereto, is hereby expressly incorporated
herein by reference, and the responses to each item in this Schedule 13E-3 are
qualified in their entirety by the information contained in the Proxy Statement,
including the appendices thereto. All references in this Schedule 13E-3 to Items
numbered 1001 through 1016 are references to Items set forth in Regulation M-A
under the Exchange Act ("Regulation M-A").
All information in, or incorporated by reference in, this Schedule 13E-3
concerning Westan has been supplied by Westan. The information contained in this
Schedule 13E-3 and/or the Proxy Statement concerning each Filing Person other
than Westan was supplied by each such Filing Person and no other Filing Person,
including Westan, takes responsibility for the accuracy of any information not
supplied by such Filing Person. As of the date hereof, the Proxy Statement is in
preliminary form and is subject to completion or amendment.
ITEM 1. Summary Term Sheet
Regulation M-A Item 1001
Summary Term Sheet. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
ITEM 2. Subject Company Information
Regulation M-A Item 1002
(a) Name and Address. The information set forth in the Proxy Statement
under the following captions is incorporated herein reference:
The Parties
(b) Securities. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Information Concerning the Special Meeting
Market for the Common Stock
(c) Trading Market and Price. The information set forth in the Proxy
Statement under the caption "Market for the Common Stock" is incorporated herein
by reference.
(d) Dividends. The information set froth in the Proxy Statement under the
caption "Market for the Common Stock" is incorporated herein by reference.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Special Factors
Market for the Common Stock
Security Ownership of Certain Beneficial Owners and Management
ITEM 3. Identify and Background of Filing Person
Regulation M-A Item 1003
(a) Name and Address. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet
Summary
The Parties
Security Ownership of Certain Beneficial Owners and Management
Directors and Management
(b) Business and Background of Entities. The information set forth in the
Proxy Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet
Summary
The Parties
Security Ownership of Certain Beneficial Owners and Management
Directors and Management
(c) Business and Background of Natural Person. The information set forth in
the Proxy Statement under the following caption is incorporated hereby by
reference:
Directors and Management
ITEM 4. Terms of the Transaction
Regulation M-A Item 1004
(a) (1) Material Terms. Tender Offers. Not applicable.
(2) Material Terms. Mergers or Similar Transactions. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Information Concerning the Special Meeting
Special Factors
The Merger Agreement
The Voting Agreements
Dissenters' Rights of Appraisal
(b) Different Terms. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference.
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors
The Merger Agreement
(c) Appraisal Rights. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
The Merger Agreement
Annex C to the Proxy Statement
(d) Provisions for Unaffiliated Security Holders. None
(e) Eligibility for Listing or Trading. Not applicable.
ITEM 5. Past Contacts, Transactions, Negotiations and Agreements
Regulation M-A Item 1005
(a) Transactions. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Special Factors
(b) Significant Corporate Events. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference.
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Background of the Merger
The Merger Agreement
The Voting Agreements
Annex A to the Proxy Statement
(c) Negotiations or Contacts. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Background of the Merger
Special Factors--Financing of the Merger
(d) Conflicts of Interest. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Background of the Merger
Special Factors--Interests of Certain Persons in the Merger; Certain Relationships
(e) Agreements Involving the Subject Company's Securities. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Background of the Merger
Special Factors--Financing of the Merger
The Voting Agreements
The Merger Agreement
Annex A to the Proxy Statement
ITEM 6. Purposes of the Transaction and Plans or Proposals
Regulation M-A Item 1006
(b) Use of Securities Acquired. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Certain Effects of the Merger
Special Factors--Plans for Westan after the Merger
(c)(1)-(8) Plans. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Background of the Merger
Special Factors--Reasons for Engaging in the Merger and Purpose of the Merger
Special Factors--Plans for Westan after the Merger
Special Factors--Financing of the Merger
Special Factors--Directors and Management of the Surviving Corporation
The Merger Agreement
ITEM 7. Purposes, Alternatives, Reasons and Effects
Regulation M-A. Item 1013
(a) Purposes. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Background of the Merger
Special Factors--SKI's Purpose and Reasons for the Merger
Special Factors--Plans for Westan after the Merger
Special Factors--Financing of the Merger
Special Factors--Interests of Certain Persons in the Merger; Certain Relationships
The Merger Agreement
(b) Alternatives. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Special Factors--Background of the Merger
Special Factors--SKI's Position as to the Fairness of the Merger to Unaffiliated Stockholders
Special Factors--Recommendation of the Special Committee and Board of Directors;
Fairness of the Merger
Special Factors--Benefits and Detriments of the Merger
Special Factors--SKI's Purpose and Reasons for the Merger
(c) Reasons. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Background of the Merger
Special Factors--SKI's Position as to the Fairness of the Merger to Unaffiliated Stockholders
Special Factors--Recommendation of the Special Committee and Board of Directors;
Fairness of the Merger
Special Factors--Benefits and Detriments of the Merger
Special Factors--SKI's Purpose and Reasons for the Merger
(d) Effects. The information set forth in the Proxy Statement under the
following captions is incorporated hereby by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Recommendation of the Special Committee and Board of Directors;
Fairness of the Merger
Special Factors--SKI's Position as to the Fairness of the Merger to Unaffiliated Stockholders
Special Factors--SKI's Purpose and Reasons for the Merger
Special Factors--Certain Effects of the Merger
Special Factors--Plans for Westan after the Merger
Special Factors--Interests of Certain Persons in the Merger; Certain Relationships
Special Factors--Material U.S. Federal Income Tax Consequences
The Merger Agreement
ITEM 8. Fairness of the Transaction
Regulation M-A Item 1014
(a) Fairness. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Background of the Merger
Special Factors--Recommendation of the Special Committee and Board of Directors;
Fairness of the Merger
Special Factors--SKI's Position as to the Fairness of the Merger to Unaffiliated Stockholders
Special Factors--Opinion of Financial Advisor to the Special Committee
Special Factors--Interests of Certain Persons in the Merger; Certain Relationships
(b) Factors Considered in Determining Fairness. The information set forth
in the Proxy Statement under the following caption is incorporated herein by
reference:
Summary Term Sheet
Summary
Special Factors--Recommendation by the Special Committee and Board of Directors;
Fairness of Merger
Special Factors--SKI's Position as to the Fairness of the Merger to Unaffiliated Stockholders
Special Factors--SKI's Purpose and Reasons for the Merger
Special Factors--Opinion of the Financial Advisor to the Special Committee
Special Factors--Dissenters' Rights of Appraisal
(c) Approval of Security Holders. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Information Concerning the Special Meeting
The Merger Agreement
The Voting Agreements
Dissenters' Rights of Appraisal
(d) Unaffiliated Representative. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
Special Factors--Background of the Merger
Special Factors--SKI's Position as to the Fairness of the Merger to Unaffiliated
Stockholders Special Factors--Recommendation of the Special Committee and Board of
Directors; Fairness of the Merger
Special Factors--Opinion of the Financial Advisors to the Special Committee
The Voting Agreement
(e) Approval of Directors. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Background of the Merger
Special Factors--SKI's Position as to the Fairness of the Merger to Unaffiliated
Stockholders Special Factors--Recommendation by the Special Committee and Board of
Directors; Fairness of the Merger
(f) Other Offers. Not applicable.
ITEM 9. Reports, Opinions, Appraisals and Negotiations
Regulation M-A Item 1015
(a) Report, Opinion or Appraisal. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Summary
Special Factors--Background of the Merger
Special Factors--SKI's Position as to the Fairness of the Merger To Unaffiliated
Stockholders Special Factors--Recommendation by the Special Committee and Board of
Directors; Fairness of Merger
Special Factors--Opinion of the Financial Advisor to the Special Committee
Annex B to the Proxy Statement
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Special Factors--Background of the Merger
Special Factors--Opinion of the Financial Advisor to the Special Committee
Annex B to the Proxy Statement
(c) Availability of Documents. The information set forth in the Proxy
Statement under the caption "Special Factors--Opinion of the Financial Advisor
to the Special Committee" is incorporated herein by reference.
ITEM 10. Source and Amounts of Funds or Other Consideration
Regulation M-A Item 1007
(a) Source of Funds. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Questions and Answers about the Merger
Summary
Special Factors--Financing of the Merger
The Merger Agreement
(b) Conditions. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Financing of the Merger
(c) Expenses. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Information Concerning the Special Meeting--Proxy Solicitation
The Merger Agreement--Termination Fee
The Merger Agreement--Expenses
(d) Borrowed Funds. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Special Factors--Financing of the Merger
ITEM 11. Interest in Securities of the Subject Company
Regulation M-A Item 1008
(a) Securities Ownership. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Interests of Certain Persons in the Merger; Certain Relationships
Security Ownership of Certain Beneficial Owners and Management
(b) Securities Transactions. Not applicable.
ITEM 12. The Solicitation or Recommendation
Regulation M-A Item 1012
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Special Factors--Interests of Certain Persons in the Merger; Certain Relationships
The Voting Agreements
(e) Recommendations of Others. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Information Concerning the Special Meeting
Special Factors--Recommendation of the Special Committee and Board of Directors;
Fairness of the Merger
ITEM 13. Financial Statements
Regulation M-A Item 1010
(a) Financial Information. The financial statements in Item 7 entitled
"Financial Statements" of the Company's Annual Report on Form 10-KSB filed on
March 30, 2004 with the SEC for the fiscal year ended December 31, 2003 (the
"Form 10-KSB") and the information set forth in the Company's Quarterly Report
on Form 10-QSB filed on November 15, 2004 for the quarter ended September 30,
2004 are incorporated herein by reference.
The Company's Forms 10-KSB and 10-QSB were filed electronically through the
SEC's EDGAR system and are available to the public at the SEC's website at
http://www.sec.gov. The Forms 10-KSB and 10-QSB are available to be read and
copied at the SEC's public reference room located at 450 Fifth Street, NW,
Washington, DC 20549 and at the following Regional Office of the SEC: The
Woolworth Building, 233 Broadway, New York, New York 10279.
(b) Pro Forma Information. Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
Regulation M-A Item 1009
(a) Solicitations or Recommendations. The information set forth in the
Proxy Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet
Questions and Answers about the Merger
Summary
Information Concerning the Special Meeting--Proxy Solicitation
(b) Employees and Corporate Assets. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
Questions and Answers about the Merger
Summary
Information Concerning the Special Meeting--Solicitation of Proxies
Special Factors--Background of the Merger
Special Factors--Interests of Certain Persons in the Merger; Certain Relationships
ITEM 15. Additional Information
Regulation M-A Item 1011
(b) Other Material Information. The entire Proxy Statement, including all
appendices thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS
Regulation M-A Item 1016
(a) (1) Form of Letter to Stockholders of Western Standard Corporation,
dated January _____, 2005, and incorporated herein by reference to the
Schedule 14A filed with the Securities and Exchange Commission by
Western Standard Corporation on November 30, 2004 (the "Schedule
14A").
(a) (2) Form of Notice of Special Meeting to Stockholders of Western
Standard Corporation, dated January _____, 2005, and incorporated
herein by reference to the Schedule 14A.
(a) (3) Preliminary Proxy Statement filed with the Securities and Exchange
Commission on November 30, 2004 by Western Standard Corporation and
incorporated herein by reference to the Schedule 14A.
(a) (4) Form of Proxy Card to be sent to stockholders of Western Standard
Corporation, filed with the Securities and Exchange Commission along
with the Schedule 14A and incorporated herein by reference to the
Schedule 14A.
(a) (5) Press Release issued by Western Standard Corporation and
incorporated herein by reference to Exhibit 99.1 to the Form 8-K
Report filed with the Securities and Exchange Commission by Western
Standard Corporation on November 16, 2004.
(c) (1) Fairness Opinion of Ehrhardt Keefe Steiner & Hottman PC, dated ,
2004, and incorporated herein by reference to Annex B to the Schedule
14A.
(c) (2) Presentation of Ehrhardt Keefe Steiner & Hottman PC to the Special
Committee of the Board of Directors, dated November 15, 2004,
incorporated by reference to the section "Opinion of Financial Advisor
to the Special Committee" in the Schedule 14A.
(d) (1) Agreement and Plan of Merger, dated as of November 15, 2004, by
and among Western Standard Corporation, Snow King Interests LLC and LZ
Acquisition Inc. and incorporated herein by reference to Annex A to
the Schedule 14A.
(d) (2)(a)(b)(c)(d) Voting Agreements, dated as of November 15, 2004, by
and among Western Standard Corporation, Manuel B. Lopez Living Trust,
Deborah W. Lopez Living Trust, Manuel B. Lopez and James M. Peck filed
as Exhibits 2.1(a), (b), (c), (d) and (e) to the Form 8-K Report filed
by Western Standard Corporation on November 16, 2004 and incorporated
herein by reference.
(f) Sections 17-16-1301 through 1331 of the Wyoming Business Corporation
Act, incorporated by reference to Annex C to the Schedule 14A.
(g) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
WESTERN STANDARD CORPORATION
By: /s/ Manuel B. Lopez
--------------------------------------
Manuel B. Lopez, President
SNOW KING INTERESTS LLC
By: /s/ Manuel B. Lopez
--------------------------------------
Manuel B. Lopez, Manager
LZ ACQUISITION, INC.
By: /s/ Manuel B. Lopez
--------------------------------------
Manuel B. Lopez, President
/s/ Manuel B. Lopez
-----------------------------------------
Manuel B. Lopez
/s/ James M. Peck
-----------------------------------------
James M. Peck
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------------------------------------------------------
(a)(1) Form of Letter to Stockholders of Western Standard Corporation, dated
January _____, 2005, and incorporated herein by reference to the
Schedule 14A filed with the Securities and Exchange Commission by
Western Standard Corporation on November 30, 2004 (the "Schedule 14A").
(a)(2) Form of Notice of Special Meeting to Stockholders of Western Standard
Corporation, dated January _____, 2005, and incorporated herein by
reference to the Schedule 14A.
(a)(3) Preliminary Proxy Statement filed with the Securities and Exchange
Commission on November 30, 2004 by Western Standard Corporation and
incorporated herein by reference to the Schedule 14A.
(a)(4) Form of Proxy Card to be sent to stockholders of Western Standard
Corporation, filed with the Securities and Exchange Commission along
with the Schedule 14A and incorporated herein by reference to the
Schedule 14A.
(a)(5) Press Release issued by Western Standard Corporation and incorporated
herein by reference to Exhibit 99.1 to the Form 8-K Report filed with the
Securities and Exchange Commission by Western Standard Corporation on
November 16, 2004.
(c)(1) Fairness Opinion of Ehrhardt Keefe Steiner & Hottman PC, dated November
15, 2004, and incorporated herein by reference to Annex B to the Schedule
14A.
(c)(2) Presentation of Ehrhardt Keefe Steiner & Hottman PC to the Special
Committee of the Board of Directors, dated November 15, 2004,
incorporated by reference to the section "Opinion of Financial Advisor to
the Special Committee" in the Schedule 14A.
(d)(1) Agreement and Plan of Merger, dated as of November 15, 2004, by and among
Western Standard Corporation, Snow King Interests LLC and LZ Acquisition
Inc. and incorporated herein by reference to Annex A to the Schedule 14A.
(d)(2)(a)(b)(c)(d) Voting Agreements, dated as of November 15, 2004, by and among
Western Standard Corporation, Manuel B. Lopez Living Trust, Deborah W.
Lopez Living Trust, Manuel B. Lopez and James M. Peck filed as Exhibits
2.1(a), (b), (c), (d) and (e) to the Form 8-K Report filed by Western
Standard Corporation on November 16, 2004 and incorporated herein by
reference.
(f) Sections 17-16-1301 through 1331 of the Wyoming Business Corporation Act,
incorporated by reference to Annex C to the Schedule 14A.
(g) Not applicable.
