Exhibit 99.1

                                  THE MERGER
 
EFFECTS OF THE MERGER
 
  Pursuant to the Merger Agreement, at the Effective Time, Titan Sub will
merge with and into OEDC and each share of capital stock of OEDC issued and
outstanding immediately prior to the Effective Time will be converted into the
right to receive 0.630 of a share of Titan Common Stock.
 
  As a result of the Merger, the separate corporate existence of Titan Sub
will cease and OEDC will be the surviving corporation in the Merger and will
become a wholly-owned subsidiary of Titan.
 
  No fraction of a share of Titan Common Stock will be issued in connection
with the conversion of OEDC Common Stock pursuant to the Merger, and cash will
be paid in lieu of any fractional shares. See "Certain Provisions of the
Merger Agreement--Conversion of Shares; Procedure for Exchange of
Certificates; Fractional Shares."
 
  Assuming no change in the number of shares of OEDC Common Stock outstanding
at the Effective Time from the number outstanding on the record date for the
OEDC Special Meeting, the number of shares of Titan Common Stock subject to
issuance in the Merger in exchange for shares of OEDC Common Stock is
approximately 5,482,187.


 
  Based on the capitalization of Titan and OEDC as of September 30, 1997,
immediately after the Effective Time, the former holders of OEDC Common Stock
will hold approximately 13.9% of the then outstanding Titan Common Stock.
Titan does not own any shares of OEDC Common Stock.
 

 
INTERESTS OF CERTAIN PERSONS IN THE MERGER
 
  In considering the recommendations of the respective Boards of Directors
with respect to the Merger, stockholders of Titan and OEDC should be aware
that certain persons may have direct or indirect interests in the Merger
separate from those of the stockholders of Titan and OEDC generally, including
those discussed below.
 
  Interest of NGP; Registration Rights. As of September 30, 1997, NGP owned
4,767,407 shares (14.0%) of the outstanding Titan Common Stock and 2,209,460
shares (25.4%) of the outstanding OEDC Common Stock. R. Gamble Baldwin, a
director of OEDC, is the general partner of G.F.W. Energy, L.P. ("GFW"), the
general partner of NGP. David R. Albin, a director of Titan and OEDC, and
Kenneth A. Hersh, a director of Titan, own limited partnership interests in
GFW. Messrs. Albin, Baldwin and Hersh are three of the four managing members
of the general partner of NGP II and also own limited partnership interests in
NGP II's general partner. As of September 30, 1997, NGP II owned 5,000,777
shares (14.7%) of the outstanding Titan Common Stock. In addition to the
shares of the Titan Common Stock and OEDC Common Stock owned by NGP, Mr.
Baldwin directly owns 9,100 shares and 35,041 shares of Titan and OEDC,
respectively. Messrs. Albin and Hersh, who disclaim beneficial ownership of
Titan Common Stock owned by NGP II, beneficially own 115,772 shares and 67,381
shares, respectively, of Titan Common Stock and 52,596 shares and 49,012
shares, respectively, of OEDC Common Stock. Although OEDC informed Messrs.
Albin and Baldwin from time to time on a limited basis of
 

 
the general status of negotiations with Titan and, likewise, Titan informed
Mr. Hersh of the general status of negotiations with OEDC, none of these
individuals participated in such negotiations or the deliberations of the
board of either company in reviewing and approving the Merger.
 
  In consideration of NGP's agreement to terminate its rights under (i) the
Registration Rights Agreement among OEDC, NGP and certain other stockholders
of OEDC and (ii) the Registration Rights Agreement among Carrollton, NGP and
certain other stockholders, Titan has agreed with NGP to use its best efforts
to prepare, file and have declared effective within 180 days of consummation
of the Merger a shelf registration statement registering for resale the
1,391,959 shares of Titan Common Stock to be received by NGP in the Merger and
357,486 shares of Titan Common Stock to be received by NGP in the anticipated
acquisition of Carrollton. One half of these shares will remain subject to
lock-up agreements with Titan until one year after consummation of the Merger.
Titan has also agreed to include in the same shelf registration an aggregate
of 86,088 shares of Titan Common Stock that Messrs. Albin, Baldwin and Hersh
will receive in the Merger.
 
  Employment, Stock Options. David B. Strassner, Douglas H. Kiesewetter and R.
Keith Anderson are executive officers and directors of OEDC who have
recommended the Merger to OEDC stockholders. The Merger Agreement provides
that after the Effective Time it is expected that Titan may, in its sole
discretion, offer employment to the employees of OEDC including these three
individuals; provided, however, that Titan shall have no obligations to retain
any of the employees of OEDC. Titan shall provide the retained employees with
the same benefits that accrue to employees of Titan and their OEDC employee
options will vest fully as a result of the Merger.
 
  Voting Agreements. NGP and Messrs. Strassner, Kiesewetter and Anderson have
delivered the Voting Agreements to Titan relating to the 2,209,460 shares,
748,828 shares, 557,806 shares and 308,036 shares of OEDC Common Stock each
owns respectively. Each has agreed, among other things, to vote its or his
shares of OEDC Common Stock (i) in favor of the Merger, (ii) against approval
of any proposition in opposition to the Merger, (iii) against any merger or
other transaction involving OEDC and any party other than as contemplated in
the Merger Agreement and (iv) against any other proposal or action which could
prohibit or discourage the Merger.
 
  Other than upon consummation of the Merger, the Voting Agreements terminate
upon the earlier to occur of (i) the date on which Titan and OEDC mutually
consent to terminate the Voting Agreement and (ii) the termination of the
Merger Agreement pursuant to its terms. See "Certain Provisions of the Merger
Agreement--Termination."
 
  OEDC Employee Stock Options. At the Effective Time, Titan will assume each
OEDC employee option that remains unexercised and substitute shares of Titan
Common Stock as purchasable under each assumed option. By the terms of the
OEDC option plan, the assumed options will be fully vested as a result of the
Merger and will otherwise have the same terms and conditions as the OEDC
employee options. The number of shares of Titan Common Stock purchasable under
an assumed option will be equal to the number of shares of Titan Common Stock
that the holder of the OEDC employee option being assumed would have received
upon consummation of the Merger had such OEDC employee option been fully
vested and exercised in full immediately prior to consummation of the Merger.
The per share exercise price of each assumed option will be an amount equal to
the per share exercise price of the OEDC employee option being assumed divided
by 0.630.
 
  Pursuant to Titan's assumption of the OEDC employee options, Messrs.
Strassner, Kiesewetter and Anderson will have options to purchase 75,600
shares of Titan Common Stock at an exercise price of $19.05 per share. The
other OEDC employees will have options to purchase an aggregate of 231,574
shares of Titan Common Stock, consisting of 113,400 shares at an exercise
price of $19.05 per share and 118,175 shares at an exercise price of $5.73 per
share. See "Certain Provisions of the Merger Agreement--OEDC Options."
 
  Indemnification. Titan has agreed that it will indemnify each person who is,
has been at any time prior to the date of the Merger Agreement, or becomes
prior to the Effective Time, an officer, director or employee of OEDC to the
extent these persons are currently entitled to indemnity from OEDC, subject to
certain exceptions.
 

 
CONVERSION OF SHARES; PROCEDURE FOR EXCHANGE OF CERTIFICATES; FRACTIONAL
SHARES
 
  Subject to the terms and conditions of the Merger Agreement, at the
Effective Time, by virtue of the Merger and without any action on the part of
Titan, OEDC, Titan Sub or their respective stockholders, each share of OEDC
Common Stock issued and outstanding immediately prior to the Effective Time
(the "Shares") will be converted into the right to receive 0.630 of a share of
Titan Common Stock.
 
  As soon as practicable after the Effective Time, each holder of a
certificate that prior thereto represented Shares will be entitled, upon
surrender thereof to Titan or its transfer agent, to receive in exchange
therefor, as applicable a certificate or certificates representing the number
of whole shares of Titan Common Stock into which the shares of OEDC Common
Stock so surrendered shall have been converted in such denominations and
registered in such names as such holder may request. Following the Effective
Time, Titan will cause to be mailed to each holder of certificates that
represented Shares immediately prior to the Effective Time, at such holder's
address as it appears on OEDC's stock transfer records, a letter of
transmittal and other information, advising such holder of the consummation of
the Merger along with instructions to enable such holder to effect the
exchange of stock certificates as contemplated by the Merger Agreement.
 
  Until so surrendered and exchanged, each certificate that prior to the
Effective Time represented Shares shall represent solely the right to receive
Titan Common Stock (and cash in lieu of fractional shares as described below,
if any). Unless and until any such certificates shall be so surrendered and
exchanged, no dividends or other distributions payable to the holders of Titan
Common Stock, as of any time on or after the Effective Time, shall be paid to
the holders of such certificates that prior to the Effective Time represented
Shares; provided, however, that, upon any such surrender and exchange of such
outstanding certificates, there shall be paid to the record holders of the
certificates issued and exchanged therefor the amount, without interest
thereon, of dividends and other distributions, if any, that theretofore were
declared and became payable on or after the Effective Time with respect to the
number of whole shares of Titan Common Stock issued to such holder.
 
  All shares of Titan Common Stock issued upon the surrender for exchange of
certificates that prior to the Effective Time represented Shares in accordance
with the terms of the Merger Agreement (including any cash paid in lieu of
fractional shares, as described below) shall be deemed to have been issued in
full satisfaction of all rights pertaining to such Shares. At and after the
Effective Time, there shall be no further registration of transfers on the
stock transfer books of OEDC of the Shares that were outstanding immediately
prior to the Effective Time. If, after the Effective Time, certificates that
prior to the Effective Time represented Shares are presented to Titan for any
reason, they shall be canceled and exchanged as provided in the Merger
Agreement.
 
  No fractional shares of Titan Common Stock will be issued, and each holder
of OEDC Common Stock who would otherwise be entitled to a fraction of a share
of Titan Common Stock will, upon surrender of the certificates representing
OEDC Common Stock held by such holder to Titan, be paid an amount in cash
equal to the value of such fraction of a share based upon the closing sales
price of Titan Common Stock, as reported on the Nasdaq National Market, on the
last day on which there is a reported trade in the Titan Common Stock prior to
the date on which the Effective Time occurs. No interest will be paid on such
amount. All Shares held by a holder shall be aggregated for purposes of
computing the number of shares of Titan Common Stock to be issued and cash in
lieu of fractional shares.
 
  If any certificate for shares of Titan Common Stock is to be issued in a
name other than that in which the certificate surrendered in exchange therefor
is registered, it will be a condition of the issuance thereof that the
certificate so surrendered is properly endorsed and otherwise in proper form
for transfer and that the person requesting such exchange has paid to Titan or
its transfer agent any transfer or other taxes required by reason of the
issuance of a certificate for shares of Titan Common Stock in any name other
than that of the registered
 

 
holder of the certificate surrendered, or has established to the satisfaction
of Titan or its transfer agent that such tax has been paid or is not payable.
 
  OEDC STOCKHOLDERS SHOULD NOT FORWARD CERTIFICATES REPRESENTING OEDC COMMON
STOCK TO TITAN OR ITS TRANSFER AGENT UNTIL THEY HAVE RECEIVED INSTRUCTIONS AS
TO THE MANNER OF SURRENDER. OEDC STOCKHOLDERS SHOULD NOT RETURN STOCK
CERTIFICATES WITH THEIR PROXY.