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Exhibit 99.1
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF TEXAS
TYLER DIVISION
IN RE: )
)
THOR ENERGY RESOURCES, INC., ) CASE NO. 94-61047-A
)
DEBTOR ) CHAPTER 11
NOTICE OF HEARING ON DEBTOR'S MOTION TO
APPROVE COMPROMISE AND SETTLEMENT OF ADVERSARY PROCEEDING
TO ALL PARTIES IN INTEREST:
PLEASE TAKE NOTICE that a hearing on Debtor's Motion to Approve Compromise
and Settlement of Adversary Proceeding filed March 6, 1995 has been scheduled
for Thursday, March 9, 1995, at 3:30 p.m., and will be held at the United
States Bankruptcy Court, 660 N. Central Expressway, Plano, Texas 75204.
Respectfully submitted,
JASON R. SEARCY, P.C.
/s/JASON R. SEARCY, P.C.
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JASON R. SEARCY, P.C.
P.O. Box 3929
Longview, Texas 75606
903/757-3399
903/757-9559 FAX
STATE BAR NO. 17953500
ATTORNEY FOR DEBTOR
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the above and foregoing
has been furnished via facsimile to all parties per the Certificate of Mailing
on this the 7 day of March, 1995.
/s/JASON R. SEARCY, P.C.
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JASON R. SEARCY, P.C.
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IN THE UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF TEXAS
TYLER DIVISION
IN RE: )
) CASE NO. 94-61047-A
THOR ENERGY RESOURCES, INC )
) CHAPTER 11
DEBTOR )
ORDER ON MOTION TO APPROVE COMPROMISE AND SETTLEMENT
OF ADVERSARY PROCEEDING
On this date came on to be heard the Motion to Approve Compromise and
Settlement of Adversary Proceeding filed by Thor Energy Resources, Inc., Debtor
in Possession. It appearing to the court that the relief requested should be
granted, it is
ORDERED that Thor Energy Resources, Inc., Debtor in Possession, is
authorized to compromise and settle adversary no. 94-6099-A pending in this
court, styled Thor Energy Resources, Inc. v. S. Morris & Co. and BMI Services,
Inc., on the terms and conditions as set out in said motion; it is further
ORDERED that Thor Energy Resources, Inc. is authorized to enter into and
execute such documents as are necessary to effect the settlement herein
approved on terms and conditions acceptable to thor Energy Resources, Inc.
Signed this 9th day of March, 1995.
/s/ Houston Abel
JUDGE PRESIDING
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THOR ENERGY RESOURCES, INC.
P.O. BOX 307
TYLER, TEXAS 75710
903-533-9111
February 23, 1995
VIA TELECOPIER
Mr. Steven M. Morris
Morris & Co.
16000 Barkers Point Lane, Suite 200
Houston, Texas 77079
RE: SETTLEMENT AGREEMENT NOT SUBJECT TO DISCOVERY
Dear Steve:
I received your counter-proposal. After careful consideration of your proposal,
the board of directors has authorized me to forward the following
counter-proposal to you in an effort to resolve the litigation and to modify
the securities purchase agreement of March 31, 1993. The following basic terms
are what the board has authorized me to communicate to you.
BASIC TERMS
1. THOR shall be paid $300,000 in cash within ten days following approval of
the final agreement by the Bankruptcy Court in the Eastern District of
Texas.
2. THOR shall convert its retained 10% interest in BMI Services, Inc. and its
existing put rights into a 20% net profits interest (NPI) in any contract,
including but not limited to any contract contemplated with the University
of Texas Medical Branch at Galveston (UTMBG). The 20% NPI will be in
perpetuity and will apply to any and all extentions or renewals of
contemplated, existing, or future agreements. THOR shall receive annually
the greater of 20% of BMI Services pre-tax annual net profits, or a
minimum of $200,000. Such payments shall begin on or before October 1,
1995, and shall be secured by a first lien security interest covering all
contract rights held with UTMBG by BMI Services. Such payments under the
NPI shall be made quarterly to THOR in Tyler, Texas, within 30 days of
receipt.
3. THOR terminates all covenants from the Securities Purchase Agreement of
March
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Steven M. Morris
February 23, 1995
Page 2
31, 1993, including but not limited to put rights, bonus rights, and
foreclosure rights, and releases Morris & Co. and BMI Services, Inc., their
officers, directors, employees, and shareholders from all obligations
thereunder; and the parties mutually release each other from all claims
they have relating to said agreement. However, such waiver and release
provision shall not apply to or affect THOR's first lien security interest
reserved in paragraph (2) above or THOR's legal rights to enforce this
agreement.
4. Should BMI Services or Morris & Co. elect to divest or transfer their
interest in the UTMBG to any party, in whole or part, THOR will receive in
cash, within ten business days following completion of such transaction,
20% of all consideration received from such divestiture or transfer or that
amount required for THOR to receive the difference between $2.5 million and
the payments received to date pursuant to the terms of this agreement all
consideration received by BMI or Morris & Co. for its interest in the UTMBG
incinerator.
5. THOR shall be included as an additional insured party with an appropriate
indemnification on all insurance coverage relating to its interest in UTMBG
incinerator. Such indemnification shall be for liabilities arising from
any cause of action brought against THOR's net profits interest in the
UTMBG's incinerator by any party.
6. BMI Services and Morris & Co. will take all necessary steps to have THOR
removed as guarantor on the note obligations that currently exist at Tyler
Bank & Trust in Tyler within ten business days from acceptance of this
agreement.
7. BMI Services and Morris & Co. shall take necessary steps through its
contemplated agreement with BioMed SW and other third parties to insure
that a minimum amount of medical waste be delivered to the UTMBG
incinerator each month at a minimum price to insure payment of THOR's
quarterly net profits interest described in (2) above.
8. THOR shall not be assessed any cost whatsoever relating to its ownership
interest, or net profits interest in UTMBG incinerator.
9. THOR, its directors, officers, employees, agents and affiliates shall be
held harmless from any liability relating to its ownership and net profits
interest in UTMBG, incinerator by BioMed SW, BMI Services, Inc., and
Morris & Co. or their assignees.
10. All monthly, quarterly, and annual financial statements shall be furnished
to THOR on a timely basis, but no later than seven (7) business days after
they are produced, or fifteen days following the end of any reporting
period in question.
11. Any final agreement must be approved by THOR, BMI Services, Inc. and Morris
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Steven M. Morris
February 23, 1995
Page 3
& Co.'s respective Board of Directors.
Yours very truly,
/s/ DAVID M. FENDER
David M. Fender
President
Thor Energy Resources, Inc.
DMF/kkw
Accepted and agreed this 24th day of February, 1995.
/s/ STEVEN M. MORRIS
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Morris & Co. by Steven M. Morris
Accepted and agreed this 24th day of February, 1995.
/s/ [illegible] 2/24/95
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Authorized Officer for BMI Services, Inc.