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EXHIBIT 9
Voting Trust Agreement
This voting trust agreement is made effective March 23, 1997, and
replaces and supercedes that Voting Trust Agreement dated June 11, 1996,
between all of then-current shareholders of Venus Energy PLC, a U.K. public
limited company having its U.S. office at 700 N. St. Mary's Street, Suite 1900,
San Antonio, Bexar County, Texas 78205, called the "Shareholders", and E. L.
Ames, Jr., called the "Trustee". This agreement is among shareholders of The
New Venus Exploration, Inc.
The names and addresses of the shareholders and the number of shares
owned by each are as follows:
Name Address Number of
Shares Held
E. L. Ames, Jr. 700 N. St. Mary's,
Suite 1900,
San Antonio, TX 37,333
Ellen R. Y. Ames 700 N. St. Mary's,
Suite 1900,
San Antonio, TX 141,758
John Y. Ames 700 N. St. Mary's,
Suite 1900,
San Antonio, TX 54,903
Elizabeth A. Jones 700 N. St. Mary's,
Suite 1900,
San Antonio, TX 31,838
E. L. Ames III 700 N. St. Mary's,
Suite 1900,
San Antonio, TX 31,838
Stephen J. Ames 700 N. St. Mary's,
Suite 1900,
San Antonio, TX 31,838
Patrick A. Garcia 700 N. St. Mary's,
Suite 1900,
San Antonio, TX 18,123
Gloria Barrett 700 N. St. Mary's,
Suite 1900,
San Antonio, TX 5,495
Recitals
A. Each of the Shareholders represents that he or she is the owner of
the number of shares of capital stock of The New Venus
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Exploration, Inc., called the "Company", set forth opposite his or her name
above.
B. In order to provide for the smooth and efficient operation of the
Company, to prevent conflicts, and to avoid deadlocks, the Shareholders deem it
to be in the best interest of the Company and all of its shareholders that this
agreement be executed.
For these reasons, the Shareholders, in consideration of their mutual
promises, agree with each other and with the Trustee, and the Trustee agrees
with the Shareholders, as follows:
Section One. Transfer of Stock to Trustee. Each Shareholder will
deposit the number of shares of capital stock set forth opposite his or her
name above and the certificates representing those shares, together with
sufficient instruments executed for their transfer to the Trustee, with the
Trustee, and will receive in exchange trust certificates. On the making of
that deposit, all shares represented by the stock certificates so deposited
will be transferred on the books of the Company to the name of the Trustee, who
is authorized and empowered to cause such transfers to be made, and also to
cause any further transfers to be made that may become necessary due to a
change in the identity of any trustee or trustees as provided here.
Section Two. Trustee's Control Over Stock. During the period this
agreement remains in force, the Trustee will possess legal title to the shares
deposited and will be entitled to exercise all rights whatsoever, including the
right to vote in person or by proxy, in respect of any and all deposited
shares. Each holder of a trust certificate issued by the Trustee will be
entitled to receive payments equal to any and all dividends collected by the
Trustee with respect to shares of stock deposited by the holder of that trust
certificate.
Section Three. Voting Trust Certificate. Upon deposit by any
Shareholder of a certificate or certificates for shares of stock under this
agreement, accompanied by instruments of transfer, the Trustee will deliver or
cause to be delivered to the Shareholder, a voting trust certificate or
certificates for the same number of shares of stock as may be represented by
the certificate or certificates deposited.
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The voting trust certificates will be in substantially the following
form:
Voting Trust Certificate
VENUS ENERGY PLC
No. __________ __________ Shares
This certifies that __________ has deposited __________ shares of the
capital stock of The New Venus Exploration, Inc., with the undersigned, as
Trustee, under a voting trust agreement dated March 23, 1997, between the
holders of capital stock of The New Venus Exploration, Inc., and E. L. Ames,
Jr., and his successors, as Trustee. This certificate and the interest
represented is transferable only on the books of the Trustee and only on its
presentation and surrender to the Trustee. The holder of this certificate
takes it subject to all the terms and conditions of the voting trust agreement
and becomes a party to such agreement and is entitled to its benefits.
Executed by the undersigned as Trustee on __________ [date].
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E. L. Ames, Jr.,
Trustee
Section Four. Additional Stock. After this agreement has taken
effect, the Trustee may, from time to time, receive any additional fully paid
shares of the capital stock of the Company on the same terms and conditions as
are set forth in this agreement. In respect of all shares so received, the
Trustee will issue and deliver certificates substantially in the form set out
above, entitling the holder to all the rights specified above.
Section Five. Dividends. All dividends that may accrue on the
deposited stock must be distributed pro rata among the holders of the voting
trust certificates in the proportion they are entitled.
Section Six. Sale of Stock and Certificates by Shareholders. During
the period from the date of this agreement until the second anniversary of the
first day the Company's shares are freely tradeable on a recognized stock
exchange or market pursuant to the Company's initial public offering, but not
later than July 1, 2000, the Shareholders agree, and the Trustee accepts this
trust only on the condition, that the Shareholders will not sell their
equitable interests in their respective shares in a manner that would remove
those shares from the effect of this agreement. However, the voting trust
certificates may be sold, pledged or mortgaged, but every assignee or
transferee of a voting trust certificate issued under this agreement will, by
the acceptance of such certificate,
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become a party to this agreement, with the same effect as though an original
subscriber to the agreement, and the Trustee will continue to have all rights
granted to it pursuant to this agreement. Irrespective of the foregoing, the
Shareholders acknowledge that all the shares of the Company are presently
restricted shares and are not freely tradeable or transferable. Only when the
Trustee has been supplied with such evidence as he may require, in his sole
discretion, that a transfer of any of the shares or certificates may be made
under, and in accordance with, the rules and laws of the all applicable
governments and agencies, including, without limitation, the U.S. federal and
state securities laws and regulations, will any request for a new such voting
certificate be considered. If that evidence has not been supplied and accepted
by the Trustee for any reason, no Shareholder will request a new certificate,
nor will the Trustee be under any duty to deliver same.
Section Seven. Rights of Trustee. During the period this agreement
remains in effect, the Trustee will possess and will be entitled to exercise,
in person or by proxy, all rights and powers of absolute ownership in respect
of all the stock of the Company deposited with him, including the right to vote
on, to take part in, and consent to, any corporate or shareholders' election or
action of any kind whatsoever, and to receive dividends and distributions on
the stock. The Trustee's right to vote will include the right to vote for the
election of directors and in favor of, or in opposition to, any resolution or
proposed action of any character whatsoever that may require the consent of
shareholders.
Section Eight. Successor Trustee. In the event that E. L.
Ames, Jr., is no longer capable of serving as Trustee or no longer desires to
serve as Trustee, John Y. Ames, E. L. Ames III and Elizabeth Ames Jones, shall
be requested to serve as Co-Trustees, and if they accept, they shall serve as
dependent co-trustees; i.e., actions by the Trustee under this Agreement will
require each of their signatures to be effective.
Section Nine. Termination of Voting Trust. On the earlier of (i) the
second anniversary of the first day that the Company's shares were freely
tradeable on a recognized stock exchange or market pursuant to the Company's
initial public offering, but not later than July 1, 2000, or (ii) the second
anniversary of the closing (if it occurs) of the transaction currently being
considered by the Company with Xplor Corporation and two affiliates of Lomak
Petroleum, Inc. with regard to a business combination of those entities, the
Trustee will distribute the stock of the Company held by it to the holders of
the voting trust certificates in proportion to their respective holdings on
surrender of their certificates to the Trustee, and this agreement will
terminate. Notwithstanding the foregoing to the contrary, the Trustee is
hereby given the right to terminate, at its sole discretion, this
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agreement at any time prior to those dates, in which case it shall distribute
the stock as specified above.
Section Ten. Sale or Purchase of Shares or Certificates by Trustee.
Nothing contained in this agreement will deprive the Trustee, in its individual
capacity, of the privilege to be enjoyed by all other depositors of selling or
otherwise disposing of voting trust certificates as they see fit, or of
purchasing additional certificates, or of purchasing additional stock and
selling it.
Section Eleven. Compensation of Trustee. The Trustee (or Co-Trustees)
will not be entitled to any compensation for its services as such.
Section Twelve. Resignation of Trustee. Any trustee may resign at any
time by delivering to the Shareholders its written resignation, to take effect
thirty (30) days after the delivery of the resignation. The term "Trustee" as
used in this agreement applies to any properly appointed successor Trustee or
Co-Trustee.
Section Thirteen. Trustee's Liability for Negligence. In voting the
shares of stock held by it or doing any other act with respect to the control
or management of the Company as holder of the deposited stock, the Trustee will
exercise its best judgment in the interest of the Company, to the end that its
affairs be properly managed. No trustee will be liable for any error of
judgment or mistake of law or fact or for any error or omission whatsoever save
only its willful misconduct or gross negligence.
Section Fourteen. Amendment of Voting Trust. This agreement may be
amended or terminated at any time by an instrument in writing executed and
acknowledged by the owners and holders of trust certificates representing over
50% of the shares of stock deposited under this agreement.
Section Fifteen. Acceptance of Trust by Trustee. The Trustee accepts
this trust subject to all of its terms and conditions and agrees that it will
exercise its powers and perform its duties as set forth in this agreement.
Nothing contained in this agreement will be construed to prevent any Trustee
from resigning and discharging itself from the trust.
Section Sixteen. Counterparts. This agreement may be signed in
multiple counterparts, and each party being bound upon its execution of same
regardless of whether all other parties execute same. All copies shall be
considered as one document.
Executed on March 23, 1997, at 700 N. St. Mary's Street, Suite 1900,
San Antonio, Bexar County, Texas.
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E. L. Ames, Jr. E. L. Ames, III
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Ellen R. Y. Ames Stephen J. Ames
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John Y. Ames Patrick A. Garcia
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Elizabeth A. Jones Gloria Barrett
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