| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | OMB APPROVAL | |||
| Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13E-3 | OMB Number: 3235-0007 Expires: December 31, 2007 Estimated average burden hours per response: 137.25 |
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
TIPPERARY CORPORATION
(Name of Issuer)
Santos International Holdings Pty Ltd.
Santos Acquisition Co.
Santos Limited
Tipperary Corporation
(Name of Person(s) Filing Statement)
Common Stock, $0.02 par value per share
(Title of Class of Securities)
888002300
(CUSIP Number)
| Wesley Jon Glanville Company Secretary c/o Santos International Holdings Pty Ltd. A.B.N. 57 057 585 869 Santos House 91 King William Street Adelaide, South Australia 5000 Australia 011.618.8218.5111 | David L. Bradshaw, President and CEO Tipperary Corporation 633 Seventeenth Street, Suite 1800 Denver, Colorado 80202 303.293.9379 |
Copies to:
| Ralph K. Miller, Jr. Chamberlain, Hrdlicka, White, Williams & Martin 1200 Smith Street, Suite 1400 Houston, Texas 77002 713.658.1818 | Brad H. Hamilton Jones & Keller, P.C. 1625 Broadway, Suite 1600 Denver, Colorado 80202 303.573.1600 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
| ý | a. | The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-2], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [§240.13e-3 (c)] under the Securities Exchange Act of 1934 | ||
o | b. | The filing of a registration statement under the Securities Act of 1933. | ||
o | c. | A tender offer. | ||
o | d. | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
| Transaction | Amount of filing fee | ||
|---|---|---|---|
| Valuation $149,370,479* | $ | 17,581 | |
| Amount previously Paid: | $17,581 | |
| Form or Registration No.: | Preliminary Schedule 14A | |
| Filing Party: | Tipperary Corporation | |
| Date Filed: | August 11, 2005 |
This Rule 13e-3 Transaction Statement on Schedule 13e-3 (this "Schedule 13e-3) is being filed with the United States Securities and Exchange Commission (the "SEC") under Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Tipperary Corporation, a Texas corporation and the issuer of the equity securities that are the subject of the Rule 13e-3 transaction described herein (the "Company"); Santos International Holdings Pty Ltd., a company organized under the laws of the Australian Capital Territory, Australia ("SIH"), a wholly-owned subsidiary of Santos Limited; Santos Limited, a company organized under the laws of South Australia, Australia ("Santos Limited"); and Santos Acquisition Co., a newly-incorporated Texas corporation ("Merger Sub") and a wholly-owned subsidiary of SIH.
This Schedule 13e-3 relates to a proposed merger of Merger Sub with and into the Company under the Amended and Restated Agreement and Plan of Merger ("Merger Agreement"), dated July 4, 2005, by and among the Company, SIH and Merger Sub. At the effective time of the merger, (1) each share of the issued and outstanding common stock, $0.02 par value per share, of the Company (other than shares held by SIH, Santos Limited or its subsidiaries) will be converted into the right to receive $7.43 per share in cash; and (2) each option and warrant for shares of the Company's common stock (other than those held by SIH, Santos Limited or its subsidiaries) will be converted into the right to receive the excess of $7.43 over the exercise price per share under such options or warrants (the sum of (1) and (2) being referred to as the "Merger Consideration"). Shares of common stock and warrants to acquire common stock held by SIH, Santos or its subsidiaries will be canceled in the merger without the payment of any consideration therefor. In all cases, the Company will pay the Merger Consideration without interest and subject to applicable withholding taxes.
Concurrently with the filing of this Schedule 13e-3, the Company is filing under Regulation 14A of the Exchange Act preliminary proxy materials on Schedule 14A (the "Proxy Statement"), pursuant to which the shareholders of the Company will be given notice of, and be asked to vote with respect to, the approval of the Merger Agreement. Each of the cross references indicated in the Items of this Schedule 13e-3 shows the location in the Proxy Statement of the information required to be included in response to such Item of this Schedule 13e-3. The information contained in the Proxy Statement, including all schedules, exhibits, appendices and annexes 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 and the schedules, exhibits, appendices and annexes thereto.
All information contained in this Schedule 13e-3 concerning (i) the Company, its subsidiaries, executive officers and directors has been supplied by the Company, and none of SIH, Santos Limited or Merger Sub takes responsibility for the accuracy of such information, and (ii) SIH, Santos Limited, Merger Sub and their respective executive officers and directors has been supplied by SIH, and the Company takes no responsibility for the accuracy of such information.
All references in this Schedule 13e-3 to Items numbered 1001 through 1016 are references to Items contained in Regulation M-A under the Exchange Act.
Item 1001.
The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet" and "Questions and Answers about the Special Meeting and the Merger" is incorporated herein by reference.
Item 2. Subject Company Information.
Item 1002.
(a) The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet—The Companies" and "Special Factors—The Companies" is incorporated herein by reference.
(b) The information contained in the section of the Proxy Statement entitled "The Special Meeting—Record Date and Voting" is incorporated herein by reference.
(c)-(d) The information contained in the section of the Proxy Statement entitled "Price Range of Common Stock" is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
Item 3. Identity and Background of Filing Person.
Item 1003(a) through (c).
(a) The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet—The Companies," "Special Factors—The Companies," "Information About Us" and "Information about SIH" is incorporated herein by reference.
(b) The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet—The Companies," "Special Factors—The Companies," "Information About Us" and "Information about SIH" is incorporated herein by reference.
(c) The information contained in the sections of the Proxy Statement entitled "Information About Us" and "Information about SIH" is incorporated herein by reference.
Item 4. Terms of the Transaction.
Item 1004(a) and (c) through (f).
(a)(1) Not applicable.
�� (a)(2) The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet," "Questions and Answers About the Special Meeting and the Merger," "Special Factors—Background of the Merger," "Special Factors—Fairness of the Merger; Recommendation of the Special Committee," "Special Factors—SIH's Reasons for and Purposes of the Merger," "Special Factors—Effects of the Merger," "The Special Meeting—Required Vote" and "Special Factors—Material Federal Income Tax Consequences to United States Holders" is incorporated herein by reference.
(c) The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet," "Questions and Answers About the Special Meeting and the Merger," "Special Factors—Interests of Certain Persons in the Merger" and "Special Factors—Effects of the Merger" is incorporated herein by reference.
(d) The information contained in the section of the Proxy Statement entitled "Special Factors—Appraisal Rights" and Annex D to the Proxy Statement, Articles 5.11 through 5.13 of the Texas Business Corporation Act, is incorporated herein by reference.
(e) The information contained in the section of the Proxy Statement entitled "Special Factors—Provisions for Unaffiliated Shareholders" is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 1005(a) through (c) and (e).
(a) The information contained in the sections of the Proxy Statement entitled "Special Factors—Closing of the IPA Transactions and SIH's Acquisition of the Slough interest," "Special Factors—Voting Agreement with Certain Members of Our Management" and "Certain Relationships and Related Transactions" is incorporated herein by reference.
(b) The information contained in the sections of the Proxy Statement entitled "Special Factors—Background of the Merger" and "Special Factors—Closing of the IPA Transactions and SIH's Acquisition of the Slough interest" is incorporated herein by reference.
(c) The information contained in the sections of the Proxy Statement entitled "Special Factors—Background of the Merger," "Special Factors—Closing of the IPA Transactions and SIH's Acquisition of the Slough interest" and "Certain Relationships and Related Transactions" is incorporated herein by reference.
(e) The information contained in the sections of the Proxy Statement entitled "Special Factors—Voting Agreement with Certain Members of Our Management," "The Merger Agreement" and "Certain Relationships and Related Transactions" is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 1006.
(b) The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet," "Special Factors—Effects of the Merger" and "The Merger Agreement—Merger Consideration" is incorporated herein by reference.
(c) The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet," "Special Factors—Background of the Merger," "Special Factors—Closing of the IPA Transactions and SIH's Acquisition of the Slough interest" and "Special Factors—Effects of the Merger," "Special Factors—Conduct of Tipperary's Business if the Merger is Not Completed" and "Price Range of Common Stock" is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
Item 1013.
(a)-(c) The information contained in the sections of the Proxy Statement entitled "Special Factors—Background of the Merger," "Special Factors—Fairness of the Merger; Recommendation of the Special Committee," "Special Factors—Recommendation of the Merger by the Tipperary Board of Directors," and "Special Factors—SIH's Reason's For and Purposes of the Merger" is incorporated herein by reference.
(d) The information contained in the sections of the Proxy Statement entitled "Special Factors—Fairness of the Merger; Recommendation of the Special Committee," "Special Factors—Material Federal Income Tax Consequences to United States Holders," and "Special Factors—Effects of the Merger" is incorporated herein by reference.
Item 8. Fairness of the Transaction
Item 1014.
(a)-(b) The information contained in the sections of the Proxy Statement entitled "Special Factors—Fairness of the Merger; Recommendation of the Special Committee," "Special Factors— Recommendation of the Merger by the Tipperary Board of Directors," "Special Factors—SIH's Reason's For and Purposes of the Merger" and "Special Factors—Position of SIH as to the Merger" is incorporated herein by reference.
(c) The information contained in the section of the Proxy Statement entitled "The Special Meeting—Required Vote" is incorporated herein by reference.
(d)-(e)-(f) The information contained in the sections of the Proxy Statement entitled "Special Factors—Background of the Merger," "Special Factors—Fairness of the Merger; Recommendation of the Special Committee" and "Special Factors—Recommendation of the Merger by the Tipperary Board of Directors" is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
Item 1015.
(a)-(c) The information contained in the sections of the Proxy Statement entitled "Special Factors—Role of Financial Advisor to the Special Committee and Fairness Opinions," "Where You Can Obtain More Information" and Annex B to the Proxy Statement is incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration.
Item 1007.
(a)-(b) The information contained in the section of the Proxy Statement entitled "Special Factors—Financing for the Merger" is incorporated herein by reference.
(c) The information contained in the section of the Proxy Statement entitled "Special Factors—Fees and Expenses" is incorporated herein by reference.
(d) Not applicable.
Item 11. Interest in Securities of the Subject Company.
Item 1008.
(a) The information contained in the section of the Proxy Statement entitled "Security Ownership of Management and Certain Beneficial Owners" is incorporated herein by reference.
(b) The information contained in the section of the Proxy Statement entitled "Common Stock Purchase Information" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
Item 1012(d) and (e).
(d) The information contained in the sections of the Proxy Statement entitled "Special Factors—Fairness of the Merger; Recommendation of the Special Committee," "Special Factors—Recommendation of the Merger by the Tipperary Board of Directors," "Special Factors—Voting Agreement with Certain Members of Our Management" and "The Special Meeting—Required Vote" is incorporated herein by reference.
(e) The information contained in the sections of the Proxy Statement entitled "Special Factors—Fairness of the Merger; Recommendation of the Special Committee," "Special Factors—Recommendation of the Merger by the Tipperary Board of Directors," "Special Factors—Voting Agreement with Certain Members of Our Management," "The Special Meeting—Required Vote" and "Special Factors—Position of SIH as to the Merger" is incorporated herein by reference.
Item 13. Financial Statements.
Item 1010 (a) through (b).
(a) The information contained in the sections of the Proxy Statement entitled "Selected Consolidated Financial Data," the Company's Consolidated Financial Statements on pages 17 through 62 of the Company's Annual Report on Form 10-K for the fiscal year 2004 filed with the SEC on March 24, 2005, and pages 1 through 18 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with the SEC on May 16, 2005, is incorporated herein by reference.
(b) Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
Item 1009.
(a)-(b) The information contained in the sections of the Proxy Statement entitled "The Special Meeting—Solicitation of Proxies" is incorporated herein by reference.
Item 15. Additional Information.
Item 1011(b).
(b) The information contained in the Proxy Statement, including all Annexes thereto, is incorporated herein by reference.
(a)(1) Preliminary Proxy Statement filed with the Securities and Exchange Commission on August 11, 2005.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with the Proxy Statement.*
(a)(3) Press Release dated July 14, 2005 (incorporated by reference to Exhibit 99.7 to the Current Report on Form 8-K filed by the Company on July 20, 2005).
(a)(4) Press Release dated July 5, 2005 (incorporated by reference to Exhibit 99.6 to the Current Report on Form 8-K filed by the Company on July 8, 2005).
(a)(5) Press Release dated July 1, 2005 (incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K filed by the Company on July 1, 2005).
(b) None.
(c) Opinion of Houlihan Lokey Howard & Zukin, attached as Annex B to the Proxy Statement.*
(d)(1) Amended and Restated Agreement and Plan of Merger, dated as of July 4, 2005, by and among Santos International Holdings Pty Ltd., Santos Acquisition Co. and Tipperary Corporation, attached as Annex A to the Proxy Statement.*
(d)(2) Amended and Restated Interest Purchase Agreement, dated as of July 4, 2005, by and between Santos International Holdings Pty Ltd. and Slough Estates plc, attached as Annex C to the Proxy Statement.*
(d)(3) Voting Agreement, dated July 13, 2005, by and among Santos International Holdings Pty Ltd., David L. Bradshaw, Kenneth L. Ancell, Marshall D. Lees, Jeff T. Obourn and Joseph B. Feiten, attached as Annex E to the Proxy Statement.*
(f) Articles 5.11 through 5.13 of the Texas Business Corporation Act, attached as Annex D to the Proxy Statement.*
(g) None.
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.
Dated: August 15, 2005 | SANTOS INTERNATIONAL HOLDINGS PTY LTD. A.B.N. 57 057 585 869 | |||
By: | /s/ WESLEY JON GLANVILLE Wesley Jon Glanville, Company Secretary | |||
Dated: August 15, 2005 | SANTOS ACQUISITION CO. | |||
By: | /s/ WESLEY JON GLANVILLE Wesley Jon Glanville, Vice President | |||
Dated: August 15, 2005 | SANTOS LIMITED A.B.N. 80 007 550 923 | |||
By: | /s/ WESLEY JON GLANVILLE Wesley Jon Glanville, Company Secretary | |||
Dated: August 15, 2005 | TIPPERARY CORPORATION | |||
By: | /s/ DAVID BRADSHAW David Bradshaw, President and CEO | |||
