Filed by: Dorchester Hugoton, Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b)
of the Securities Exhange Act of 1934
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 27, 2002, as filed with the Securities and Exchange
Commission on December 27, 2002.
Item 5. Other Events.
Attached as Exhibit 99.1 is a press release issued by Dorchester Hugoton,
Ltd., Republic Royalty Company, and Spinnaker Royalty Company, L.P. on December
27, 2002 with respect to the Special Meeting of Unitholders/Limited Partners
scheduled for December 30, 2002.
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 PARTNERS OF DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER ARE ADVISED TO
READ THE PROSPECTUS/PROXY STATEMENT, AND SUPPLEMENTS THERETO, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND THE RELATED SOLICITATION/RECOMMENDATIONS
THAT WILL BE PROVIDED TO EACH PARTNER REQUESTING SUCH PARTNER'S VOTE, BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. A COPY OF THE
PROSPECTUS/PROXY STATEMENT AND RELATED SOLICITATION/RECOMMENDATIONS WERE MAILED
TO PARTNERS ON OCTOBER 31, 2002 AND SUPPLEMENT NO. 1 WAS MAILED DECEMBER 13,
2002 AND ARE AVAILABLE FROM DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER ON
REQUEST. THE PROSPECTUS/PROXY STATEMENT, SUPPLEMENTS THERETO AND RELATED
SOLICITATION/RECOMMENDATIONS ARE AVAILABLE ON THE INTERNET AT THE SECURITIES AND
EXCHANGE COMMISSION'S WORLD WIDE WEB SITE AT HTTP://WWW.SEC.GOV.
Dorchester Hugoton, Republic and Spinnaker and their respective General
Partners, 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 Dorchester Hugoton,
Republic and Spinnaker in favor of the transaction. SECURITY HOLDERS OF
DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER MAY OBTAIN INFORMATION REGARDING THE
INTERESTS OF THE "PARTICIPANTS IN THE SOLICITATION" BY READING THE
PROSPECTUS/PROXY STATEMENT AND SUPPLEMENTS THERETO RELATING TO THE TRANSACTION.
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Exhibit 99.1
NEWS RELEASE Dorchester Hugoton Ltd.
Spinnaker Royalty Company L.P.
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Release Date: December 27, 2002 Suite 300
3738 Oak Lawn Avenue
Dallas, Texas 75219
Contact: Dorchester Hugoton, Ltd. - James E. Raley (972)864-8610
Spinnaker Royalty Company, L.P. - William Casey McManemin (214)559-0300
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DORCHESTER HUGOTON, LTD. AND SPINNAKER ROYALTY COMPANY, L.P. SPECIAL MEETINGS
SCHEDULED FOR DECEMBER 30, 2002
WILL BE ADJOURNED UNTIL JANUARY 29, 2003
DALLAS, TEXAS - December 27, 2002 -- Dorchester Hugoton, Ltd. (Nasdaq:
DHULZ) announced today that the Special Meeting of its Unitholders scheduled for
December 30, 2002 will be adjourned until January 29, 2003 at 10:00 a.m. at the
Holiday Inn at 11350 LBJ Freeway at Jupiter Road, Dallas, Texas, 75238.
Similarly, Spinnaker Royalty Company, L.P. also announced today that the Special
Meeting of its Limited Partners scheduled for December 30, 2002 will be
adjourned until January 29, 2003 at 11:00 a.m. at the Holiday Inn at 11350 LBJ
Freeway at Jupiter Road, Dallas, Texas, 75238. The reconvened meetings will be
held to consider and vote upon the proposed combination of Dorchester Hugoton,
Republic Royalty Company, and Spinnaker into Dorchester Minerals, L.P., a new
publicly traded limited partnership.
The reason for the adjournments is to allow sufficient time for the
Republic ORRI owners to finalize their consent. Approval of the combination
requires the consent of all of the Republic ORRI owners. The adjournments will
also provide the partners of Dorchester Hugoton, Republic and Spinnaker
additional time to consider modifications that the parties to the combination
may make with respect to enhanced rights of Dorchester Minerals' common unit
holders, further restrictions on Dorchester Minerals' general partner in the
areas of partnership governance and acquisition opportunities, registration
rights for the Republic ORRI owners and avoidance of unrelated business taxable
income.
The respective general partners of Dorchester Hugoton, Republic and
Spinnaker believe that such modifications will not change the fundamental
economic terms of the combination and will be generally favorable to common unit
holders of Dorchester Minerals. The total number of Dorchester Minerals common
units to be issued in the combination and the number of common units that the
partners of each partnership will receive will remain the same. Each unit of
Dorchester Hugoton will be exchanged for one common unit of Dorchester Minerals.
Each holder of Dorchester Hugoton units will receive a liquidating cash
distribution upon the exchange of its Dorchester Hugoton units. It is not
necessary for unitholders/limited partners to vote on the proposed combination
again unless they wish to change their vote.
In connection with the proposed modifications and the adjournment of the
special meetings, a supplement to Dorchester Minerals' prospectus/proxy
statement may be distributed that describes the modifications. Additionally, the
termination provisions of the combination agreement have been amended to allow
for the later special meeting dates and the subsequent closing of the
combination.
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 PARTNERS OF DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER ARE ADVISED TO
READ THE PROSPECTUS/PROXY STATEMENT, AND SUPPLEMENTS THERETO, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND THE RELATED SOLICITATION/RECOMMENDATIONS
THAT WILL BE PROVIDED TO EACH PARTNER REQUESTING SUCH PARTNER'S VOTE, BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. A COPY OF THE
PROSPECTUS/PROXY STATEMENT AND RELATED SOLICITATION/RECOMMENDATIONS WERE MAILED
TO PARTNERS ON OCTOBER 31, 2002 AND SUPPLEMENT NO. 1 WAS MAILED DECEMBER 13,
2002 AND ARE AVAILABLE FROM DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER ON
REQUEST. THE PROSPECTUS/PROXY STATEMENT, SUPPLEMENTS THERETO AND RELATED
SOLICITATION/RECOMMENDATIONS ARE AVAILABLE ON THE INTERNET AT THE SECURITIES AND
EXCHANGE COMMISSION'S WORLD WIDE WEB SITE AT HTTP://WWW.SEC.GOV.
Dorchester Hugoton, Republic and Spinnaker and their respective General
Partners, 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 Dorchester Hugoton,
Republic and Spinnaker in favor of the transaction. SECURITY HOLDERS OF
DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER MAY OBTAIN INFORMATION REGARDING THE
INTERESTS OF THE "PARTICIPANTS IN THE SOLICITATION" BY READING THE
PROSPECTUS/PROXY STATEMENT AND SUPPLEMENTS THERETO RELATING TO THE TRANSACTION.
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