Page 9 of 19 Pages
PART I
Item 1. Business.
To be filed pursuant to Rule 12(b)-25.
Item 2. Properties.
To be filed pursuant to Rule 12(b)-25.
Item 3. Legal Proceedings.
In October 1991, lessors under two leases dated July 20,
1982, and February 1, 1985, which were subsequently pooled to
form the R. Gonzalez No. 1 Gas Unit covering 526 acres in the
Berry R. Cox Field, filed suit against the Company and others who
hold or previously held working interests in the Gas Unit in an
action entitled The Elia G. Gonzalez Mineral Trust, et al. v.
Edwin L. Cox, et al. (341st Judicial District, Webb County,
Texas, Docket No. C-91-747-D3). The suit alleged non-performance
under certain express and implied terms of the leases, including
an allegation that the defendants failed to protect the leases
against drainage from wells on adjacent tracts and failed to
properly pay royalties, and seeking an accounting of revenues and
expenses, damages and attorney's fees. The Court ordered that
the parties subject the dispute to non-binding mediation. As a
result of the mediation, the parties agreed to an amount for a
settlement payment and to the terms of a settlement agreement
dispensing with all issues and dismissing the suit. The
Company's share of the settlement payment amounted to $750,000.
The parties executed and consummated the settlement on December
31, 1993.
Two groups filed interventions in this matter on March 5,
1993 and March 15, 1993 The first group are non-participating
royalty owners claiming under the same group of leases as the
original plaintiffs. The second group sued under different
leases. The interventions were opposed by the original
plaintiffs and all defendants. After hearing arguments, the court
ordered the interventions stricken on July 14, 1993. During 1994,
the first group appealed and the second group filed a new
lawsuit. The Company settled the new lawsuit filed by the second
group with its share of the settlement being $20,000. During
December 1994, the appellate court affirmed the trial court's
decision to deny the intervention to the first group. The
Company, in March 1995, was named as a third party defendant by
the original lessor who had been previously sued by the
nonparticipating royalty owners comprising the first group.
Management believes that the outcome of the lawsuit will not have
a material adverse effect on the Company's liquidity or results
of operations. The Company intends to defend diligently all
claims asserted by the first group in its lawsuit.
During December 1993, the Company and two of its wholly-
owned subsidiaries, XCL-Texas, Inc. and XCL Acquisitions, Inc.
were sued in separate law suits entitled Ralph Slaughter,
Secretary of the Department of Revenue and Taxation, State of
Louisiana vs. Exploration Company of Louisiana, Inc. (15th
Judicial District, Parish of Lafayette, Louisiana, Docket No. 93-
5449); Ralph Slaughter, Secretary of the Department of Revenue
and Taxation, State of Louisiana vs. XCL-Texas, Incorporated
(15th Judicial District, Parish of Lafayette, Louisiana, Docket
No. 93-5450); and Ralph Slaughter, Secretary of Department of
Revenue and Taxation, State of Louisiana vs. XCL Acquisitions,
Inc. (15th Judicial District, Parish of Lafayette, Louisiana,
Docket No. 93-5337) by the Louisiana Department of Revenue for
Louisiana State corporate franchise and income taxes. The claims
relate to assessments for the 1987 through 1991 fiscal years.
The aggregate amount of the assessments, including penalties and
interest, is approximately $2.25 million. The Company believes
that these assessments have been adequately provided for in the
consolidated financial statements. The Company has filed answers
to each of these suits and intends to defend them vigorously.
During April 1994, the Company was sued in an action
entitled Kathy M. McIlhenny vs. The Exploration Company of
Louisiana, Inc. (15th Judicial District Court, Parish of
Lafayette, Louisiana, Docket No. 941845). Kathy McIlhenny, wife
of an officer and director of the Company, has asserted a claim
in the aggregate amount of approximately $.5 million in respect
of compensation for certain services alleged to have been
performed on behalf of the Company and under an alleged verbal
employment agreement and, by amendment, asserted a claim for
payments arising from purported rights to mineral interests. The
Company believes that all such claims are without merit and
rejects the existence of any such alleged agreement.
Other than disclosed above, there are no material pending
legal proceedings to which the Company or any of its subsidiaries
is a party or to which any of their properties are subject.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders
during the fourth quarter of the
fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Market Price for Common Stock
The following table shows the range of closing bid prices,
as reported by the American Stock Exchange for the Company's
Common Stock for each quarter during 1993 and 1994. The Company's
Common Stock commenced trading on the American Stock Exchange
("AMEX") in December 1990, under the symbol "XCL". The Company's
Common Stock also trades on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Ltd. ("London
Stock Exchange").
Common Stock Price Per Share
1994 1993
High Low High Low
First Quarter $1.25 $0.44 $1.31 $0.75
Second Quarter $1.81 $1.00 $1.31 $0.69
Third Quarter $1.50 $0.88 $0.75 $0.44
Fourth Quarter $1.38 $0.63 $0.69 $0.38
On March 30, 1995, the closing price for the Company's
Common Stock on the AMEX was $0.75.
As of March 30, 1995, the Company had approximately 3,100
shareholders of record with respect to its Common Stock.
As of March 30, 1995, there were reserved an aggregate of
(i) 12,465,173 shares of Common Stock subject to outstanding
options; (ii) 12,584,124 shares issuable upon conversion of the
Company's outstanding Series A Preferred Stock; (iii) 23,075,979
shares issuable upon exercise of the Company's outstanding
warrants; and (iv) 5,300,000 shares issuable upon redemption of
the Company's outstanding Series B Preferred Stock; and (v)
6,598,582 shares issuable in connection with contractual
obligations.
The Registrar and U.S. Transfer Agent for the Common Stock
is Chemical Bank with a mailing address of J.A.F. Building, P.O.
Box 3068, New York, New York 10116-2862 (telephone 1-800-946-
7427), and the name and address of the Company's U.K. transfer
agent is Barclays Registrars Limited, Bourne House, 34 Beckenham
Road, Beckenham, Kent BR3 4TU, England (telephone 081-639-2000).
Dividends on Common Stock
The Company has not paid any cash dividends on its Common
Stock since inception. The payment of future cash dividends will
be dependent on the Company's earnings, financial condition,
capital requirements and other factors.
Under the terms of the Company's Credit Agreement with INCC,
the Company is restricted from paying dividends on its Common
Stock (other than with securities) without the consent of the
bank.
Item 6. Selected Financial Data.
To be filed pursuant to Rule 12(b)-25.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
To be filed pursuant to Rule 12(b)-25.
Item 8. Financial Statements and Supplemental Data.
To be filed pursuant to Rule 12(b)-25.
Item 9. Changes in and Disagreements on Accounting and
Financial Disclosure.
To be filed pursuant to Rule 12(b)-25.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Officers of the Company and its wholly owned subsidiaries
serve at the pleasure of the Board of Directors and are appointed
annually at the meeting of the Board of Directors immediately
following the annual meeting of shareholders. The following
individuals were officers and directors of the Company and its
subsidiaries during 1994.
Offic Direc
er tor
Name Position Age Since Since
Marsden W. Chairman of the Board and Chief 53 1981 1981
Miller, Jr. Executive Officer (1)
John T. Chandler President and Director, Chairman 62 1982 1983
and Chief Executive Officer of
XCL-China Ltd. (1)(7)
David A. Melman Executive Vice President, General 52 1983 1987
Counsel, Secretary and Director
(1)
Edmund Director of the Company, 49 1991 1990
McIlhenny, Jr. President of XCL Land, Ltd. (4)
Roger W. Director of the Company, Managing 57 - 1984
Brittain Director of Guinness Mahon Energy
Services Limited (2)(3)(5)
Fred Hofheinz Director of the Company, Attorney 57 - 1991
at Law (2)(3)
Arthur W. Director of the Company, 74 - 1994
Hummel, Jr. Independent Consultant (5)
Sir Michael Director of the Company, Vice 72 - 1994
Palliser Chairman, Samuel Montagu & Co.
Limited (5)
Francis J. Director of the Company, Partner 65 - 1992
Reinhardt, Jr. in Carl H. Pforzheimer & Co.
Andrew D. Steel Director of the Company, 39 - 1984
Investment Manager, Ivory & Sime
(2)(3)(5)
Danny M. Dobbs Executive Vice President and 49 1991 -
Chief Operations Officer (6)
Pamela G. Shanks Vice President-Finance, Chief 42 1992 -
Financial Officer and Treasurer
R. Thomas President, XCL-China, Ltd. (7) 55 1990 -
Fetters, Jr.
Roy F.C. Chase Vice President and General 69 1993 -
Manager, XCL-China, Ltd. (7)
R. Carter Cline Vice President-Land 46 1990 -
Perry L. Dragon Vice President-Engineering 45 1989 -
Alfonso D. Pabon Vice President and Controller (8) 45 1990 -
________________
(1) Member of the Executive Committee. The Committee met seven
times during 1994 and, subject to certain statutory
limitations on its authority, has all of the powers of the
Board of Directors while the Board is not in session, except
the power to declare dividends, make and alter Bylaws, fill
vacancies on the Board or the Executive Committee, or change
the membership of the Executive Committee.
(2) Member of the Compensation Committee. The Committee met once
in 1994. It is charged with the responsibility of
administering and interpreting the Company's stock option
plans; it also recommends to the Board the compensation of
employee-directors, approves the compensation of other
executives and recommends policies dealing with compensation
and personnel engagements.
(3) Member of the Audit Committee. The Committee met once in
1994. It reviews with the independent auditors the general
scope of audit coverage. Such review includes consideration
of the Company's accounting practices, procedures and system
of internal accounting controls. The Committee also
recommends to the Board the appointment of the Company's
independent auditors, and at least annually, the Committee
reviews the services performed and the fees charged by the
independent auditors engaged by the Company.
(4) XCL Land, Ltd. is a wholly owned subsidiary of the Company
through which the Company holds title to and manages its fee
properties.
(5) Effective July 1, 1994, Messrs. Brittain and Steel resigned
from the Board of Directors.
(6) Effective March 17, 1994, Mr. Dobbs was appointed to the
position of Executive Vice President and Chief Operations
Officer of the Company.
(7) XCL-China, Ltd. is a wholly owned subsidiary of the Company
which manages the Company's oil and gas operations in the
People's Republic of China.
(8) On October 31, 1994, Mr. Pabon resigned as an officer of the
Company.
Under the Certificate of Incorporation and Bylaws of the
Company, the Board of Directors is divided into three classes of
directors serving staggered three-year terms, with one class of
directors to be elected at each annual meeting of shareholders
and to hold office until the end of their term and until their
successors have been elected and qualified. The current Class II
directors, whose terms of office expire at the 1995 annual
meeting of shareholders, are Messrs. Marsden W. Miller, Jr.,
Francis J. Reinhardt, Jr. and Edmund McIlhenny, Jr.; the current
Class III directors, whose term of office expire at the 1996
annual meeting of shareholders, are Messrs. John T. Chandler and
Fred Hofheinz; and the current Class I directors, whose terms of
office expire at the 1997 annual meeting of shareholders, are
Messrs. David A. Melman, Arthur W. Hummel, Jr. and Michael
Palliser.
The Board held six meetings in 1994. The average attendance
by directors at these meetings was 96 percent, and all directors
attended 99 percent of the Board and Committee meetings they were
scheduled to attend.
Under Delaware law and the Bylaws, incumbent directors have
the power to fill any vacancies on the Board of Directors,
however occurring, whether by an increase in the number of
directors, death, resignation, retirement, disqualification,
removal from office or otherwise. Any director elected by the
Board to fill a vacancy would hold office for the unexpired term
of the director whose place has been filled; except that a
director elected to fill a newly created directorship resulting
from an increase in the number of directors, whether elected by
the Board or shareholders, would hold office for the remainder of
the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until his
successor is elected and qualified. If the size of the Board is
increased, the additional directors would be apportioned among
the three classes to make all classes as nearly equal as
possible.
Pursuant to the terms of an agreement dated April 17, 1992
between the Company and China Investment & Development Co., Ltd.
("CIDC"), the Company granted to CIDC the right to appoint a
nonvoting observer to the Company's Board of Directors so long as
CIDC owns at least 16,667 shares of Series B Preferred Stock or
their equivalent in Common Stock on an as converted basis.
There are no arrangements or understandings with any
directors pursuant to which he has been elected a director nor
are there any family relationships among any directors or
executive officers.
Biographical Information
MARSDEN W. MILLER, JR., is the Chairman and Chief Executive
Officer of the Company, as well as a director, and has held the
positions of Chief Executive Officer and director since its
incorporation. Prior to 1981, from 1964, Mr. Miller engaged in
the oil business as an independent, was an officer in various oil
companies, principally Westrans Industries, Inc. from 1970 to
1973, Meridian Minerals, Inc. from 1973 to 1976, and Miller Coal
Services, Inc. and its subsidiaries from 1979 to 1981, and
practiced law.
JOHN T. CHANDLER, is President of the Company and Chairman
and Chief Executive Officer of XCL-China Ltd., a wholly owned
subsidiary of the Company responsible for the Company's
operations in the People's Republic of China. He joined the
Company in June 1982, becoming a director in May 1983. From 1976
until he joined the Company, he was the Managing Partner of the
Oil and Gas Group of GSA Equity, Inc., New York and director of
Executive Monetary Management, Inc., the parent company of GSA
Equity, Inc. From 1972 to 1976, he was director and Vice
President of Exploration and Production of Westrans Petroleum,
Inc. and a director of a number of its subsidiaries. During 1971
and 1972, he was a petroleum consultant and manager of the oil
department of Den Norske Creditbank in Oslo, Norway. Mr. Chandler
was Vice President and Manager of the Petroleum Department of the
Deposit Guaranty National Bank in Jackson, Mississippi from 1969
to August 1971 and, from 1967 to February 1969, was a petroleum
engineer first for First National City Bank and then The Bank of
New York. From March 1963 to July 1967, he was employed by
Ashland Oil and Refining Company as a petroleum engineer. From
1959 to 1963, he held the same position with United Producing
Company, Inc., which was acquired by Ashland Oil.
Mr. Chandler graduated from the Colorado School of Mines
with a Professional degree in petroleum engineering and is a
Registered Professional Engineer in the States of Colorado and
Texas, a member of the Society of Petroleum Evaluation Engineers
and a member of AIME.
DAVID A. MELMAN, is Executive Vice President, General
Counsel and Secretary of the Company and, since September 14,
1987, a director of the Company. Prior to joining the Company in
December of 1983, he held senior management positions with an oil
and gas venture capital partnership sponsored by Citibank N.A.
(since May 1981) and with Energy Assets International Corporation
from September 1978 to May 1981. His professional experience
includes the practice of law with Burke & Burke (1969-1971) and
of accountancy with Coopers & Lybrand (1968-1969). He is a member
of the New York State Bar and is a director of Sheffield
Exploration Company, Inc., an American Stock Exchange listed
company, Terrenex Ventures, Inc., an Alberta Stock Exchange
listed company. Mr. Melman holds a B.S. degree in economics and
J.D. and LL.M (taxation) law degrees.
EDMUND McILHENNY, JR., joined the Company in August 1991, as
President of XCL Land, Ltd., a wholly owned subsidiary of the
Company. From 1972 to 1974, he was involved in the practice of
law in New Orleans, Louisiana. From 1975, Mr. McIlhenny held
various administrative positions with E. McIlhenny's Son
Corporation, and subsidiaries, involved primarily in the
manufacture of TABASCO, including Vice President, Secretary and a
director, as well as a member of its Executive Committee. From
1984 to the present, he has been a director, member of the
Executive Committee and Land Management Committee, and in 1988
was elected Vice President and Secretary, of Vermilion
Corporation, a land holding company located in Abbeville,
Louisiana. Mr. McIlhenny is a graduate of the University of North
Carolina at Chapel Hill with a B.A. degree and the Tulane
University School of Law with a J.D. degree.
FRED HOFHEINZ, is an attorney at law in Houston, Texas. From
1986 to 1987, served as President of Energy Assets International
Corporation, a fund management company, now a subsidiary of Torch
Energy Advisors, then served as a consultant to Torch Energy
Advisors until 1989. Mr. Hofheinz also served as the Mayor of
Houston, Texas from 1974 to 1978. He, along with his family,
developed the Astrodome in Houston, and owned the Houston Astros
baseball team until 1974. He is currently president and director
of Viewpoint Hospital Administrators, Inc. and Top Rank of
Louisiana, Inc. an entertainment company formed to present events
in the Louisiana Superdome and is a director of United Kiev
Resources, Inc., formerly Carpatsky Petroleum Company. Mr.
Hofheinz was appointed as a director by the Board at a meeting
held March 21, 1991.
ARTHUR W. HUMMEL, JR., a director since April 1994, has been
active in consulting with firms doing business in East Asia, and
participating in academic and scholarly conferences in the U.S.
and in the East Asia region since his retirement, after thirty
five years of service, from the State Department in 1985. He is a
member and trustee of many academic, business, and philanthropic
organizations involved in international affairs.
Mr. Hummel was born in China. After education in the U.S.
he returned to China prior to Pearl Harbor. After internment by
the Japanese he escaped and fought with Chinese guerrillas behind
the Japanese lines in north China until the end of the war.
He obtained an M.A. (Phi Beta Kappa) in Chinese studies from
the University of Chicago in 1949, and joined the State
Department in 1950. His early foreign assignments include Hong
Kong, Japan and Burma. He was Deputy Director of the Voice of
America in 1961-1963; Deputy Chief of Mission of the American
Embassy in Taiwan, 1965-1968; Ambassador to Burma, 1968-1970;
Ambassador to Ethiopia, 1975-1976; Ambassador to Pakistan, 1977-
1981: and Ambassador to the People's Republic of China, 1981-
1985. He was Assistant Secretary of State for East Asia 1976-
1977. He has received numerous professional awards from within
and outside the Government.
SIR MICHAEL PALLISER, a director since April 1994, is Vice
Chairman of Samuel Montagu & Co. Limited, the merchant bank which
was owned by Midland Bank, of which he was Deputy Chairman from
1987 to 1991, and which is now part of the Hong Kong & Shanghai
Banking Corporation. He was Chairman of Samuel Montagu from 1984
to 1993. In 1947, he joined the British Diplomatic Service and
served in a variety of overseas and Foreign Office posts before
becoming head of the Planning Staff in 1964-1966, Private
Secretary to the Prime Minister, 1966-1969, Minister in the
British Embassy in Paris, 1969-1971, and the British Ambassador
and Permanent Representative to the European Communities in
Brussels from 1971-1975. He was, from 1975 until his retirement
in 1982, Permanent Under-Secretary of State in the Foreign and
Commonwealth Office, and Head of the Diplomatic Service. From
April to July 1982, he was a special adviser to the Prime
Minister in the Cabinet Office during the Falklands War. He was
appointed a Member of the Privy Council in 1983. He is President
of the China-Britain Trade Group, Deputy Chairman of British
Invisibles, a director of the UK-Japan 2000 Group, a member of
the Trilateral Commission, a director of the Royal National
Theatre, and Chairman of the Major Projects Association, designed
to assist in and for the handling of major industrial projects.
He is a former Director of BAT Industries, Bookers, Eagle Star,
Shell and United Biscuits.
Sir Michael Palliser was educated at Wellington College and
Merton College, Oxford. He saw wartime service in the British
Army with the Coldstream Guards.
FRANCIS J. REINHARDT, JR., is a partner in the New York
investment banking firm of Carl H. Pforzheimer & Co. Mr.
Reinhardt has been a partner in the firm for 28 years and has
held various positions, specializing in independent oil and gas
securities, mergers and acquisitions, placements participation
and institutional sales since 1956. Mr. Reinhardt holds a B.S.
degree from Seton Hall University and received his M.B.A. from
New York University. Mr. Reinhardt is a member of the New York
Society of Security Analysts, is a member of and has previously
served as president of the Oil Analysts Group of New York, is a
member and past president of the National Association of
Petroleum Investment Analysts and is a member of the Petroleum
Exploration Society of New York. Mr. Reinhardt also serves as a
director of Mallon Resources Corporation, a NASDAQ traded
petroleum and mining company, as well as several privately held
companies. Mr. Reinhardt was appointed as a director of the
Company by the Board at a meeting held December 11, 1992.
DANNY M. DOBBS, is the Executive Vice President and Chief
Operating Officer of the Company effective March 1994. Mr. Dobbs
previously served as Vice President-Exploration of XCL
Exploration & Production, Inc., a wholly owned subsidiary of the
Company, having joined the Company in 1985 as Senior Exploration
Geologist. From 1981 to 1985 Mr. Dobbs was a consulting
geologist. From 1976 to 1981, he held the position of Exploration
Geologist in the South Louisiana District for Edwin L. Cox in
Lafayette, Louisiana. He served in various geologic positions
with Texaco, Inc. from 1971 to 1976 where his experience
encompassed management, structural and stratigraphic mapping,
coordination of seismic programs and budget evaluation and
preparation. Mr. Dobbs holds B.S. and M.S. degrees in geology
from the University of Alabama, Tuscaloosa, Alabama.
PAMELA G. SHANKS is the Vice President-Finance, Chief
Financial Officer and Treasurer of the Company. Ms. Shanks
joined the Company in October 1992. From 1979 until joining the
Company, she was employed by Texas Commerce Bank, serving in
several capacities and departing as a Senior Vice President in
the bank's Worldwide Energy Group, with responsibility for
providing commercial and investment banking products to energy
clients. Her tenure with the bank included approximately nine
years of service to the energy industry. Ms. Shanks received her
M.B.A. from the University of Texas and is a Certified Public
Accountant.
R. THOMAS FETTERS is the President of XCL-China Ltd., having
joined the Company in February 1990. He has over 25 years of
exploration, production and management experience, both domestic
and foreign. During 1989, until joining the Company, he served
as Chairman and Chief Executive Officer of Independent Energy
Corporation. From 1984 to 1989, he served as President and Chief
Executive Officer of CNG Producing Company in New Orleans,
Louisiana, and from 1983 to 1984 as General Manager of the
Planning and Technology Division of Consolidated Natural Gas
Service Co. in Pittsburgh, Pennsylvania. From 1966 to 1983, he
served in various positions, from Geologist to Exploration
Manager, with several divisions of Exxon, primarily in the Gulf
Coast region of the U.S. and internationally, in Malaysia and
Australia. Mr. Fetters holds B.S and M.S. degrees in geology from
the University of Tennessee.
R. CARTER CLINE is Vice President-Land, having joined the
Company in October 1990. He has over 20 years of exploration and
management experience. From 1982, until joining the Company, he
was employed by Pacific Enterprises Oil Company (USA), successor
by merger to Sabine Corporation, as East Gulf Coast Regional Land
Manager in Houston, Texas. From 1979 to 1982, he served as Vice
President-Land for Dynamic Exploration, Inc. in Lafayette,
Louisiana. From 1974 to 1979, he served as Region Landman in
Dallas and Division Land Manager in Houston, Texas, for Sabine
Corporation, and from 1971 to 1974 was employed by Getty Oil
Company in Houston, Texas and New Orleans, Louisiana. Mr. Cline
holds a B.B.A. degree in Petroleum Land Management from the
University of Texas, Austin and is a Certified Petroleum Landman.
PERRY L. DRAGON is the Vice President-Engineering, having
joined the Company in 1986 as Manager of Engineering. He has over
24 years of varied experience in the oil and gas industry. Prior
to joining the Company he was employed by Forest Oil Corporation
from 1977 to 1985 and Texaco, Inc. from 1971 to 1977 in a number
of drilling, production and reservoir engineering positions,
primarily related to the Gulf Coast region, both onshore and
offshore. Mr. Dragon holds a B.S. degree in petroleum engineering
from Louisiana State University, Baton Rouge.
ROY F.C. CHASE, is Vice President and General Manager of XCL-
China Ltd. Mr. Chase has worked as a Consultant Operations
Manager from August 1986 to May 1993 for Phillips Petroleum
Company and Anadarko in the People's Republic of China, Trans-
Asia Oil and Philodril in the Philippines, Occidental in
Pakistan, and Premier Oilfields in Papau New Guinea. From
January 1965 to July 1986, he worked for Phillips Petroleum in
Australia, Norway, Gulf of Papau, Indonesia, Abu Dhabi, Nigeria,
Philippines, and the United States as Operations Manager. Mr.
Chase was associated with the Australian government from January
1963 to December 1964 as Supervising Petroleum Engineer in
Australia and Papau New Guinea. From July 1954 to December 1962,
he worked for Shell International Petroleum as a Petroleum
Engineer in Holland, Brunei, Sarawak, Columbia and Indonesia.
Mr. Chase graduated from University College of London in
1954 with a Bachelor of Science (Honors) in Physics. He is a
member of the Society of Petroleum Engineers and has attended
numerous petroleum industry schools.
Compliance with Section 16(a) Filing Requirements
To the Company's knowledge, there were no instances of
failure to file reports with respect to reportable transactions
during the year ended December 31, 1994, as required by Section
16(a) of the Exchange Act. All reporting persons who are officers
or directors of the Company have provided the Company with
written representations that no Form 5 filing was required in
that all reportable transactions were timely filed on the
appropriate forms.
Item 11. Executive Compensation.
To be filed pursuant to Rule 12(b)-25.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Security Ownership of Certain Beneficial Owners
The following table sets forth as of March 30, 1995, the
individuals or entities known to the Company to own more
than 3 percent of the Company's outstanding shares of voting
securities. As of that date there were 237,420,181 shares of
Common Stock issued and outstanding. Except as otherwise
indicated, all shares are owned both of record and
beneficially.
Series B
Common Stock (1) Preferred Stock
(2)
Name and Address Number of Percent Number Percent
of
of Beneficial Owner Shares of Class Shares of Class
China Investment & 1.38 50,000 100
Development 3,325,000
Co., Ltd. (3)
16th Floor, No. 563
Chung Hsiao E. Road,
Sec. 4
Taipei, Taiwan
Clydesdale Bank 13,757,431 5.79 -- --
Nominees Limited
30 St. Vincent Place
Glasgow G1 2HL
Scotland
Cumberland Associates 3.81 -- --
1114 Avenue of the 9,160,344
Americas (4)
New York, New York
10036
Fidelity International 15,949,575 6.72 -- --
Limited (5)
Pembroke Hall
42 Crow Lane
Pembroke Bermuda
Kayne Anderson 12,110,330 4.99 -- --
Investment (6)
Management, Inc.
1800 Avenue of the
Stars, Suite 1425
Los Angeles, CA 90067
Marsden W. Miller, Jr. 10,922,617 4.47 -- --
110 Rue Jean Lafitte (7)
Lafayette, Louisiana
70508
MSS Nominees Limited 3.45 -- --
Midland Bank Plc 8,250,776
Suffolk House (8)
5 Laurence Pountney
Hill
London EC4R 0EU
United Kingdom
Royal Bank of Scotland 10,935,788 4.59 -- --
Edinburgh (9)
Nominees Limited
31 St. Andrews Square
Edinburgh EH2 2PS
Scotland
(1) This table includes shares of Common Stock issuable upon
conversion of the shares of Series A Preferred Stock. Each
share of Series A Preferred Stock is convertible into
approximately 21 shares of Common Stock, subject to
adjustment. The Series A Preferred Stock is not entitled to
any voting privileges, except in certain limited
circumstances.
(2) Each share of Series B Preferred Stock is entitled to 50
votes per share.
(3) Includes 3,325,000 shares of Common Stock which are issuable
upon exercise of outstanding Class B Warrants.
(4) Includes 2,534,511 shares issuable upon conversion of Series
A Preferred Stock and 533,333 shares issuable upon exercise
of stock purchase warrants exercisable within 60 days.
(5) Pursuant to Schedule 13D dated January 20, 1995. Fidelity
International Limited is an investment adviser providing
advisory and management services to a number of non-U.S.
investment companies or instrument trusts and certain
institutional investors.
(6) Includes 2,605,953 shares issuable upon conversion of Series
A Preferred Stock and 2,647,632 shares issuable upon
exercise of stock purchase warrants exercisable within 60
days. These shares are held by four limited partnerships,
of which Kayne Anderson Investment Management is General
Partner.
(7) Includes 200,000 shares which are subject to an option
granted under agreement dated October 1, 1985 in favor of
John T. Chandler. Includes 4,483,333 shares issuable upon
exercise of options and 2,385,000 shares issuable upon
exercise of stock purchase warrants exercisable within 60
days.
(8) Includes 1,614,850 shares issuable upon conversion of Series
A Preferred Stock.
(9) Includes 972,636 shares of Common Stock which are issuable
upon conversion of Series A Preferred Stock.
Security Ownership of Management
The following table sets forth information concerning the
shares of the Company's Common Stock owned beneficially by each
director and nominee for director of the Company and all
directors and officers as a group as of March 30, 1995. As of
that date there were 237,420,181 shares of Common Stock issued
and outstanding. The mailing address for all such individuals is
XCL Ltd., 110 Rue Jean Lafitte, Lafayette, Louisiana 70508.
Common Stock (1)
Number Percent
Name of Beneficial Owner of Shares of Class
Marsden W. Miller, Jr. 4.47
10,922,617
(2)(3)(4)
John T. Chandler 1.19
2,860,614
(2)(3)(4)
David A. Melman 0.80
1,921,075
(3)(4)
Edmund McIlhenny, Jr. 0.21
537,205
(3)(5)
Fred Hofheinz 0.04
100,000 (3)
Arthur W. Hummel, Jr. 0.03
66,666 (3)
Sir Michael Palliser 0.03
66,666 (3)
Francis J. Reinhardt, Jr. 0.26
618,683
(3)(6)
All directors and officers of the 8.46
Company as a group (14 persons) 21,479,108
(2)(3)(4)
(1) This table includes shares of Common Stock issuable upon
conversion of the shares of Series A, Cumulative Convertible
Preferred Stock ("Series A Preferred Stock"). Each share of
Series A Preferred Stock is convertible into approximately
21 shares of Common Stock, subject to adjustment. The Series
A Preferred Stock is not entitled to any voting privileges,
except in certain limited circumstances.
(2) Includes 200,000 shares which are subject to an option
granted under agreement dated October 1, 1985 in favor of
John T. Chandler. Such shares are also included in Mr.
Chandler's holding inasmuch as the option is presently
exercisable. For purposes of the total holdings of the
group, the shares are included solely in Mr. Miller's share
holdings.
(3) Includes shares of Common Stock which may be acquired
pursuant to options which are exercisable within 60 days.
(4) Includes shares of Common Stock which may be acquired
pursuant to stock purchase warrants exercisable within 60
days.
(5) Includes 82,898 shares of Common Stock owned by Mrs. Kathy
M. McIlhenny, wife of Edmund McIlhenny, Jr. Mr. McIlhenny
disclaims beneficial ownership of such shares.
(6) Includes a presently exercisable warrant to acquire 14,286
shares; and includes 100,000 shares of Common Stock owned by
Carl H. Pforzheimer & Co. of which Mr. Reinhardt is a
general partner and 200,000 shares owned by Petroleum and
Trading Corporation of which Mr. Reinhardt is an officer and
director. Mr. Reinhardt disclaims beneficial ownership of
the shares owned by Petroleum and Trading Corporation.
Item 13. Certain Relationships and Related Transactions.
To be filed pursuant to Rule 12(b)-25.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
To be filed pursuant to Rule 12(b)-25.
OTHER MATTERS
For purposes of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities
Act of 1933, the undersigned registrant hereby undertakes as
follows, which undertaking shall be incorporated by reference
into registrant's Registration Statement on Form S-8 No. 33-21891
(filed May 13, 1988):
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
To be filed pursuant to Rule 12(b)-25.