Filed by: Dorchester Minerals, L.P.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b)
of the Securities Exchange Act of 1934
Commission File No. 333-88282
Subject Company: Dorchester Minerals, L.P.
The following is the text of Item 5 of the Form 8-K of Dorchester Minerals,
L.P. dated January 24, 2003, as filed with the Securities and Exchange
Commission on January 24, 2003.
Item 5. Other Events.
Attached as Exhibit 99.1 is a press release issued by Dorchester Hugoton,
Ltd., Republic Royalty Company, Spinnaker Royalty Company, L.P., and Dorchester
Minerals, L.P. on January 24, 2002 with respect to Supplement No. 2 for the
Dorchester Minerals, L.P Proxy Statement/Prospectus and the anticipated
combination closing date.
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, SUPPLEMENT NO. 1 WAS MAILED DECEMBER 13, 2002
AND SUPPLEMENT NO. 2 IS BEING MAILED JANUARY 24, 2003, AND ARE ALL 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.
<page>
Exhibit 99.1
Dorchester Hugoton Ltd. Suite 300
NEWS RELEASE Republic Royalty Company, 3738 Oak Lawn Avenue
Spinnaker Royalty Company L.P. Dallas, Texas 75219
Dorchester Minerals, L.P.
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Release Date: January 24, 2003
Contact: Dorchester Hugoton, Ltd. - James E. Raley - (972)864-8610
Republic Royalty Company, Spinnaker Royalty Company, L.P.
Dorchester Minerals, L.P. - William Casey McManemin (214)559-0300
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DORCHESTER HUGOTON, LTD., REPUBLIC ROYALTY COMPANY,
SPINNAKER ROYALTY COMPANY, L.P. AND DORCHESTER MINERALS, L.P.
ANNOUNCE PROXY/PROSPECTUS SUPPLEMENT
AND ANTICIPATED COMBINATION CLOSING DATE
DALLAS, TEXAS - January 24, 2003 -- Dorchester Hugoton, Ltd. (Nasdaq:
DHULZ), Republic Royalty Company, Spinnaker Royalty Company, L.P. and Dorchester
Minerals, L.P. announced today the filing of Dorchester Minerals' Supplement No.
2 to Proxy Statement/Prospectus Dated October 30, 2002 and the filing of related
Current Reports on Form 8-K by Dorchester Hugoton and Dorchester Minerals. The
Supplement and Current Reports relate to the proposed combination of Dorchester
Hugoton, Spinnaker Royalty Company, L.P. and Republic Royalty Company to form
Dorchester Minerals.
Upon final approval of the combination by more than 50% of the depositary
receipt holders of Dorchester Hugoton, all of the limited partners of Republic
and limited partners of Spinnaker holding at least 85.9883% of the sharing
percentages of Spinnaker, and if all other conditions to the combination have
been satisfied, it is anticipated that the combination will close January 31,
2003.
As previously announced, the adjourned special meeting of limited partners
of Dorchester Hugoton to consider the combination will be reconvened at 10:00
a.m., January 29, 2003 at the Holiday Inn, 11350 LBJ Freeway at Jupiter Road,
Dallas, Texas 75238. The adjourned special meeting of limited partners of
Spinnaker to consider the combination will be reconvened at the same location at
11:00 a.m., January 29, 2003.
The Supplement contains important information concerning the proposed
combination of Dorchester Hugoton, Republic, and Spinnaker into Dorchester
Minerals, L.P., a new publicly traded limited partnership. As previously
announced, the Supplement contains modifications 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 Supplement is being mailed today to
depositary receipt holders of Dorchester Hugoton, the limited partners of
Spinnaker and the Republic ORRI owners as of the respective record dates for the
special meeting.
The modifications are also described in the Current Reports on Form 8-K
filed by Dorchester Minerals and Dorchester Hugoton dated January 24, 2003. The
Supplement and the Current Reports will be available on the Internet at the
Securities and Exchange Commission's worldwide website at http://www.sec.gov.
The respective general partners of Dorchester Hugoton, Republic and
Spinnaker believe that such modifications will not adversely affect the
fundamental economic terms of the combination for the limited partners of
Dorchester Hugoton or Spinnaker or for the Republic ORRI owners 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 allocated to each partnership will remain the same.
As a result of these changes, the number of common units of Dorchester Minerals
allocated to Republic will be allocated differently among the general partners
of Republic and the Republic ORRI owners as described in the Supplement, but
such reallocation will have no effect on the partners of either Dorchester
Hugoton or Spinnaker. Each unit of Dorchester Hugoton will still be exchanged
for one common unit of Dorchester Minerals. Each holder of Dorchester Hugoton
units will still 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.
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, SUPPLEMENT NO. 1 WAS MAILED DECEMBER 13, 2002
AND SUPPLEMENT NO. 2 IS BEING MAILED JANUARY 24, 2003, AND ARE ALL 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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