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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SNYDER OIL CORPORATION
(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of class of securities)
833482-10-2
(CUSIP number)
Jack E. Jerrett, Esq.
Union Pacific Corporation
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
(215) 861-3200
(Name, address and telephone number of person
authorized to receive notices and communications)
with copies to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-2322
MARCH 2, 1994
(Date of event which requires
filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with the
statement (X).
SCHEDULE 13D
CUSIP NO. 833482-10-2 Page 2 of Pages
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Union Pacific Corporation
13-2626465
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b) (X)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
(7) SOLE VOTING POWER
NONE
(8) SHARED VOTING POWER
2,000,000 (on exercise of
NUMBER OF SHARES BENEFICIALLY Warrant) (See Item 5)
OWNED BY EACH REPORTING PERSON
WITH (9) SOLE DISPOSITIVE POWER
NONE
(10) SHARED DISPOSITIVE POWER
2,000,000 (on exercise of
Warrant) (See Item 5)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
(14) TYPE OF REPORTING PERSON (see instructions)
HC and CO
SCHEDULE 13D
CUSIP NO. 833482-10-2 Page 3 of Pages
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Resources Holding, Inc.
51-0340541
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b) (X)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NONE
(8) SHARED VOTING POWER
2,000,000 (on exercise of
NUMBER OF SHARES BENEFICIALLY Warrant) (See Item 5)
OWNED BY EACH REPORTING PERSON
WITH (9) SOLE DISPOSITIVE POWER
NONE
(10) SHARED DISPOSITIVE POWER
2,000,000 (on exercise of
Warrant) (See Item 5)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
(14) TYPE OF REPORTING PERSON (see instructions)
HC and CO
SCHEDULE 13D
CUSIP NO. 833482-10-2 Page 4 of Pages
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Union Pacific Resources Company
73-0739973
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b) (X)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NONE
(8) SHARED VOTING POWER
2,000,000 (on exercise of
NUMBER OF SHARES BENEFICIALLY Warrant) (See Item 5)
OWNED BY EACH REPORTING PERSON
WITH (9) SOLE DISPOSITIVE POWER
NONE
(10) SHARED DISPOSITIVE POWER
2,000,000 (on exercise of
Warrant) (See Item 5)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
(14) TYPE OF REPORTING PERSON (see instructions)
CO
Item 1. Security and Issuer.
The class of equity securities to which this
Statement relates is shares of common stock, par value
$.01 per share (the "Shares"), of Snyder Oil Corporation,
a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 777 Main
Street, Suite 2500, Fort Worth, Texas 76102.
Item 2. Identity and Background.
(a)-(c), (f). This statement is being filed by
Union Pacific Corporation, a Utah corporation ("UP"),
Resources Holding, Inc., a Delaware corporation
("Resources Holding"), and Union Pacific Resources
Company, a Delaware corporation ("UPRC"). UP, Resources
Holding and UPRC are hereinafter collectively referred to
as the "Reporting Persons." UP owns 100% of the issued
and outstanding capital stock of Resources Holding.
Resources Holding owns 100% of the issued and outstanding
capital stock of UPRC.
The address of UP's principal place of business and
headquarters is Martin Tower, Eighth and Eaton Avenues,
Bethlehem, Pennsylvania, 18018. The address of Resources
Holding's principal place of business and headquarters is
1105 North Market Street, Suite 1300, Wilmington,
Delaware 19081. The address of UPRC's principal place of
business and headquarters is 801 Cherry Street, Fort
Worth, Texas, 79102. UP operates, through subsidiaries,
in the areas of rail transportation, oil, gas and mining,
trucking, hazardous waste management, and real estate.
Resources Holding is a holding company which owns UPRC.
UPRC is engaged in exploration for and production of
natural gas, crude oil and associated products.
The names, business addresses, present principal
occupations or employments, and citizenships (and the
names, principal businesses and addresses of the
corporations or other organizations in which such
employment is conducted) of the executive officers and
directors of each of UP, Resources Holding and UPRC are
set forth in Schedule I attached hereto and incorporated
herein by reference.
(d) and (e). During the last five years, none of
the Reporting Persons (or to the best knowledge of the
Reporting Persons, the persons listed on Schedule I
hereto) has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
(ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The Warrant (as hereinafter defined) was issued by
the Company to UPRC in connection with and in partial
consideration of the transactions contemplated by the
Joint Venture Agreement, dated as of February 8, 1994,
between UPRC and the Company, providing, among other
things, for the creation of a joint venture to explore
for and develop oil and/or gas reserves in and under
certain land UPRC owns or has the right to acquire (the
"Joint Venture Agreement"). Except as set forth in the
preceding sentence, UPRC paid no consideration for the
Warrant.
Item 4. Purpose of Transaction.
UPRC acquired the Warrant, which is convertible into
Shares, for investment purposes.
The Reporting Persons will review from time to time
whether to exercise the Warrant, and reserve the right to
so exercise at any time. If the Reporting Persons decide
to exercise the Warrant, they may dispose of the
underlying Shares in the open market, privately
negotiated transactions or otherwise, depending upon
their evaluation of the Company's business, prospects and
financial condition, the market for such Shares, other
opportunities available to the Reporting Persons, general
economic conditions, stock market conditions and other
future developments.
Except as otherwise set forth above, the Reporting
Persons have no present plans or intentions which relate
to or would result in any of the actions described in
parts (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on March 10, 1994,
UPRC owned the Warrant, exercisable for up to 2,000,000
Shares, which would represent 7.9% of the 25,168,173
Shares outstanding as of September 30, 1993, as reported
in the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1993 (and including as
outstanding for this purpose the 2,000,000 Shares
issuable upon exercise of the Warrant).
The holder of the Warrant is not, by virtue of its
ownership of the Warrant, entitled to vote in the
election of Directors of the Company or on other matters
submitted to a shareholder vote or consent. Subject to
the provisions of the Warrant discussed and described
below and in Item 6, UPRC has joint power to dispose or
direct the disposition of the Warrant. UPRC would have
joint power to vote or direct the vote or to dispose or
direct the disposition of the Shares issuable upon
exercise of the Warrant.
Pursuant to Rule 13d-3(d)(1)(i) promulgated under
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), UPRC may be deemed the beneficial owner
of such Shares. As the sole shareholder of UPRC,
Resources Holding may be deemed to have voting and
dispositive power with respect to such Shares and may
therefore be deemed to be the beneficial owner of all
such Shares. As the sole shareholder of Resources
Holding, UP may be deemed to have voting and dispositive
power with respect to such Shares and may therefore be
deemed to be the beneficial owner of all such Shares.
However, the filing of this Statement shall not be
construed as an admission for the purposes of Section
13(d) and 13(g) and Regulation 13D-G of the Exchange Act
nor for any other purpose or under any other provision of
the Exchange Act or the rules promulgated thereunder that
UPRC is the beneficial owner of any shares, or that
either of the other Reporting Persons is the beneficial
owner of any of the shares of the Company owned by UPRC.
Except as set forth herein, none of the Reporting
Persons beneficially owns any Shares.
To the best of the Reporting Persons' knowledge and
belief, none of the persons listed on Schedule I hereto
owns beneficially any Shares.
(c) On March 2, 1994, the Company issued to UPRC a
Common Stock Purchase Warrant, dated February 8, 1994, to
purchase up to 2,000,000 Shares (the "Warrant"). For a
further description of the Warrant see Item 6 below,
which is hereby incorporated herein by reference. To the
best knowledge of the Reporting Persons, none of the
persons listed on Schedule I hereto has purchased or sold
Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
On March 2, 1994, the Company issued the Warrant to
UPRC. The Warrant is exercisable (a) at any time prior
to February 8, 1997 with respect to 1,000,000 Shares (the
"3-Year Shares"), and (b) at any time prior to February
8, 1998 with respect to the remaining Shares (the "4-Year
Shares"); provided that if the market price per Share as
of February 8, 1995 is less than $16.50 per share, the
foregoing dates shall be extended to February 8, 1998 and
February 8, 1999 for the 3-Year Shares and 4-Year Shares,
respectively. The exercise price is initially $25.00 per
Share for the 3-Year Shares and $27.00 per Share for the
4-Year Shares. On February 8, 1995 the exercise price
for both the 3-Year Shares and the 4-Year Shares shall be
adjusted to equal the market price (determined as set
forth in the Warrant) of the Shares as of such date
multiplied by 120%; provided, that in no event shall such
adjustment cause the exercise price for the 3-Year Shares
or the 4-Year Shares to exceed the respective exercise
prices specified in the previous sentence or to be less
than $21.60 per Share. In addition, the number of Shares
for which the Warrant is exercisable and the price at
which such Shares may be purchased will be adjusted upon
the occurrence of certain events, which include (i) the
payment of certain dividends or distributions in respect
of the Shares, (ii) certain issuances or sales to
shareholders of warrants or other rights to subscribe for
or purchase additional Shares, (iii) certain
reclassifications, subdivisions or combinations of
outstanding Shares, or (iv) certain mergers or
consolidations of the Company or dispositions of all or
substantially all of its assets.
The Warrant may be transferred, in whole or in part,
by UPRC with the written consent of the Company (which
consent shall not be unreasonably withheld); provided
that any transferee (other than UPRC or any affiliates of
UPRC) shall have acquired the right to purchase at least
200,000 but not more than 750,000 Shares. In addition,
pursuant to the Warrant, UPRC will have the right to
require, on the terms and conditions set forth therein,
that the Company effect the registration under the
Securities Act of 1933, as amended, of all or any part of
its Shares. Such right commences on February 8, 1995 and
ends on the date which is 36 months after the final date
on which the right to purchase Shares pursuant to the
Warrant is exercised.
The foregoing description of the Warrant is
qualified in its entirety by reference to the Warrant, a
copy of which is filed herewith as Exhibit 2, and which
is incorporated herein by reference.
Except as set forth herein, none of the Reporting
Persons and (to the best of the Reporting Persons'
knowledge) none of the persons named in Schedule I
hereto, has any contracts, arrangements, understandings
or relationships (legal or otherwise) with any person
with respect to any securities of the Company, including
but not limited to any contracts, arrangements,
understandings or relationships concerning the transfer
or voting of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or
the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement, dated March
11, 1994
Exhibit 2. Warrant, dated February 8, 1994,
issued by the Company in favor of
UPRC.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: March 11, 1994
UNION PACIFIC CORPORATION
By: /s/ Carl von Bernuth
Name: Carl von Bernuth
Title: Senior Vice President
and General Counsel
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: March 11, 1994
RESOURCES HOLDING, INC.
By: /s/ Edward J. Jones
Name: Edward J. Jones
Title: President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: March 11, 1994
UNION PACIFIC RESOURCES COMPANY
By: /s/ George Lindahl, III
Name: George Lindahl, III
Title: Vice President -
Operations
Exhibit Index
Exhibit Page
1 Joint Filing Agreement
2 Warrant dated February 8, 1994,
issued by Snyder Oil Corporation in favor
of Union Pacific Resources Company.
Schedule I
1. Directors and Executive Officers of Union Pacific
Corporation ("UP"). The name and present principal
occupation or employment of each of the directors and
executive officers of UP, and the name, principal
business and address of any organization in which such
employment is conducted, are set forth below. Unless
otherwise indicated, the business address of each person
listed below is Martin Tower, Eighth and Eaton Avenues,
Bethlehem, Pennsylvania 18018. Each director and
executive officer listed below is a citizen of the United
States. Directors are identified by an asterisk.
Present Principal
Name and Business Occupation
or Residence Address or Employment
Robert P. Bauman* Chief Executive
1500 Littleton Road SmithKline Beecham p.l.c.
Parsippany, NJ 07054
Richard B. Cheney* Senior Fellow
1150 17th Street American Enterprise
Suite 1100 Institute
Washington, D.C. 20036
E. Virgil Conway* Financial Consultant
101 Park Avenue and Corporate Director
31st Floor
New York, NY 10178
Spencer F. Eccles* Chairman and Chief
79 S. Main Street Executive Officer
Salt Lake City, UT 84111 First Security Corporation
Elbridge T. Gerry, Jr.* Partner
59 Wall Street Brown Brothers Harriman & Co.
New York, NY 10005
William H. Gray, III* President
11328 French Horn Lane United Negro College Fund
Reston, VA 22091
Judith Richards Hope* Senior Partner
1050 Connecticut Ave., NW Paul Hastings, Janofsky
Twelfth Floor & Walker
Washington, D.C. 20036
Lawrence M. Jones* Retired Chairman and Chief
250 North St. Francis St. Executive Officer
P.O. Box 1762 The Coleman Company, Inc.
Wichita, KS 67201
Drew Lewis* Chairman, President and
Chief Executive Officer
Union Pacific Corporation
Richard J. Mahoney* Chairman & Chief Executive
800 N. Lindbergh Blvd. Officer
St. Louis, MO 63167 Monsanto Company
Claudine B. Malone* President
7570 Potomac Fall Road Financial & Management
McLean, VA 22102 Consulting, Inc.
John R. Meyer* Professor
138 Brattle Street Harvard University
Cambridge, MA 02138
Thomas A. Reynolds, Jr.* Chairman Emeritus
35 West Wacker Drive Winston & Strawn
Suite 4700
Chicago, IL 60601
James D. Robinson, III* President, J.D Robinson Inc.
126 East 56th Street
26th Floor
New York, NY 10022
Robert W. Roth* Retired President and
1580 Griffin Road Chief Executive Officer
Pebble Beach, CA 93953 Jantzen, Inc.
Richard D. Simmons* President
1150 15th Street, N.W. International Herald Tribune
Washington, D.C. 20071
L. White Matthews, III Executive Vice President
- Finance
Union Pacific Corporation
Ursula F. Fairbairn Senior Vice President
- Human Resources
Union Pacific Corporation
Carl W. von Bernuth Senior Vice President
and General Counsel
Union Pacific Corporation
Charles E. Billingsley Vice President and
Controller
Union Pacific Corporation
John E. Dowling Vice President - Corporate
Development
Union Pacific Corporation
John B. Gremillion, Jr. Vice President - Taxes
Union Pacific Corporation
Mary E. McAuliffe Vice President
- External Relations
Union Pacific Corporation
Gary F. Schuster Vice President
- Corporate Relations
Union Pacific Corporation
Gary M. Stuart Vice President and
Treasurer
Union Pacific Corporation
Judy L. Swantak Vice President and
Secretary
Union Pacific Corporation
2. Directors and Executive Officers of Resources Holding,
Inc. ("Resources Holding"). The name and present principal
occupation or employment of each of the directors and
executive officers of Resources Holding, and the name
principal business and address of any organization in which
such employment is conducted, are set forth below. Unless
otherwise indicated, the business address of each person
listed below is 1105 North Market Street, Suite 1300,
Wilmington, Delaware, 19801. Each director and executive
officer listed below is a citizen of the United States.
Directors are identified by an asterisk.
Present Principal
Name and Business Occupation
or Residence Address or Employment
Edward J. Jones* President of Delaware
Corporate Management1
Mr. Jones is also
Chairman of the Board and
President of Resources
Holding, Inc.
Thomas P. Sweeney* President and Director of
the law firm of
Richards, Layton & Finger.
Mr. Sweeney is also
Secretary of Resources
Holding, Inc.
David W. Dupert Executive Vice President of
Delaware Corporate
Management.
Mr. Dupert is also
Treasurer of Resources
Holding, Inc.
1 Delaware Corporate Management provides corporate and
management services for Delaware holding companies.
3. Directors and Executive Officers of Union Pacific
Resources Company ("UP Resources"). The name and present
principal occupation or employment of each of the directors
and executive officers of UP Resources, and the name,
principal business and address of any organization in which
such employment is conducted, are set forth below. Unless
otherwise indicated, the business address of each person
listed below is 801 Cherry Street, Fort Worth, Texas 76102.
Each director and executive officer listed below is a
citizen of the United States. Directors are identified by
an asterisk.
Present Principal
Name and Business Occupation
or Residence Address or Employment
Jack L. Messman* Chief Executive Officer
and President
Drew Lewis* (1) Chairman Executive Committee
Carl W. von Bernuth* (1) Director
Patrick D. Hanley Vice President and
Chief Financial Officer
Dale W. Bossert Vice President - Exploration
and Production
V. Richard Eales Vice-President - Corporate
Development
Ursula F. Fairbairn (1) Vice-President - Benefit
Plan Administration
John B. Gremillion, Jr. (1) Vice-President - Taxes
Mark S. Knouse Vice-President - Govt.
Relations & Public
Affairs
George Lindahl, III Vice-President - Operations
L. White Matthews, III* (1) Vice-President - Corporate
Finance
Donald W. Niemec Vice-President - Marketing
Bill J. Zimmerman Vice-President and
General Counsel
Judy L. Swantak (1) Secretary
Rebecca J. Robinson Treasurer
(1) The business address of each of these persons is Martin
Tower, Eighth and Eaton Avenues, Bethlehem, Pennsylvania
18018.
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under
the Securities Exchange Act of 1934, as amended, the persons
named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock of Snyder Oil
Corporation, and further agree that this Joint Filing
Agreement be included as an exhibit to such joint filing.
Each party to this Joint Filing Agreement expressly
authorizes each other party to file on its behalf any and all
amendments to such Statement. In evidence thereof, the
undersigned, being duly authorized, hereby execute this
Agreement this 11th day of March, 1994.
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
RESOURCES HOLDING, INC.
By: /s/ Edward J. Jones
Name: Edward J. Jones
Title: President
UNION PACIFIC RESOURCES
COMPANY
By: /s/ George Lindahl, III
Name: George Lindahl, III
Title: President
EXHIBIT 2
Neither this Warrant nor the shares of Common Stock issuable
upon exercise of this Warrant have been registered under the
Securities Act of 1933, and this Warrant cannot be exercised,
sold or transferred, and the shares of Common Stock issuable upon
exercise of this Warrant cannot be sold or transferred, unless
and until they are so registered or unless exemption from
registration is then available.
COMMON STOCK PURCHASE WARRANT
TO SUBSCRIBE FOR AND PURCHASE THE COMMON STOCK OF
SNYDER OIL CORPORATION
THIS CERTIFIES that, for value received, UNION PACIFIC
RESOURCES COMPANY, a Delaware corporation ("UPRC"), or its
registered assigns (UPRC and each such assign hereinafter
referred to individually as a "Holder"), is entitled to purchase,
subject to the provisions of this Warrant, from SNYDER OIL
CORPORATION, a Delaware corporation ("Snyder"), at any time on or
after the date hereof and on or before the applicable Expiration
Date (as defined below), up to an aggregate amount of 2,000,000
fully paid and nonassessable shares of Common Stock, par value
$.01 per share of Snyder ("Common Stock") at a purchase price
equal to the applicable Warrant Price (as defined below). This
Warrant has been issued in connection with and in consideration
of the transactions contemplated by that certain Joint Venture
Agreement, dated as of February 8, 1994, between UPRC and Snyder.
This Warrant is subject to the following provisions, terms
and conditions:
Section 1. EXERCISE OF WARRANT. Subject to the provisions
hereof, the rights represented by this Warrant may be exercised,
in whole or in part (but not as to a fractional share of Common
Stock), at any time on or after the date hereof and on or before
the Expiration Date, by presentation and surrender hereof at the
office or agency of Snyder maintained for that purpose (the
"Warrant office or agency"), with the Purchase Form annexed
hereto duly executed and accompanied by payment to Snyder or for
the account of Snyder, of the applicable Warrant Price for the
number of shares specified in such form. Snyder shall keep at
the Warrant office or agency a register for the registration and
registration of transfer of Warrants. The Warrant Price for the
number of shares of Common Stock specified in the Purchase Form
shall be payable in United States dollars by bank check or wire
transfer of immediately available funds to an account designated
by Snyder for this purpose.
Upon receipt by Snyder of this Warrant at the Warrant office
or agency, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, as of the close of business on the
date on which this Warrant shall have been surrendered and
payment made for the shares of Common Stock as aforesaid,
notwithstanding that the stock transfer books of Snyder shall
then be closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to the Holder.
Snyder shall pay all expenses, and any and all stamp or similar
taxes, that may be payable in connection with the preparation,
issuance and delivery of stock certificates under this Section 1,
except that Snyder shall not be required to pay any tax which may
be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of
the Holder who shall have surrendered this warrant in exercise of
the subscription right evidenced hereby and no such issuance or
delivery shall be made unless and until the person requesting
such issuance has paid to Snyder such tax or has established to
the satisfaction of Snyder that such tax has been paid. All
shares of Common Stock issued by Snyder upon exercise of this
Warrant shall be duly authorized and validly issued, fully paid
and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof.
Certificates for the shares of Common Stock purchased
pursuant hereto shall be delivered by Snyder to the Holder hereof
within a reasonable time, not exceeding ten days, after the
rights represented by this Warrant shall have been exercised,
and, unless this Warrant shall have expired or all shares of
Common Stock covered hereby shall have been purchased in
accordance herewith, a new Warrant representing the number of
shares, if any, with respect to which this Warrant shall not then
have been exercised shall also be delivered to the Holder hereof
within such time.
Section 2. RESERVATION OF SHARES; PRESERVATION OF RIGHTS OF
HOLDER. Snyder hereby agrees that, during the period in which
the rights represented by this Warrant may be exercised, there
shall be reserved for issuance and/or delivery upon exercise of
this Warrant, free from preemptive rights, such number of shares
of authorized but unissued or treasury shares of Common Stock as
shall be required for issuance or delivery upon exercise of this
Warrant. Snyder further agrees that it will not, by amendment of
its Certificate of Incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any
other voluntary act, avoid or seek to avoid the observance or
performance of any of the covenants, stipulations or conditions
to be observed or performed hereunder by Snyder. Without
limiting the generality of the foregoing, Snyder agrees that
before taking any action which would cause an adjustment reducing
the Warrant Price below the then par value of Common Stock
issuable upon exercise hereof, Snyder will from time to time take
all such action which may be necessary in order that Snyder may
validly and legally issue fully paid and nonassessable shares of
such Common Stock at the Warrant Price as so adjusted. Snyder
will take all such action as may be necessary to assure that the
shares of Common Stock issued or delivered hereunder are so
issued or delivered without violation of any applicable law or
regulation or of any requirement of any securities exchange upon
which the Common Stock may be listed. Snyder will not take any
action that would result in any adjustment of the Warrant Price
if the total number of shares of Common Stock issuable upon the
full exercise of this Warrant and any other warrants and all
shares of Common Stock issuable upon the exercise of any rights
or warrants issued by Snyder or upon conversion of all stock or
securities convertible into Common Stock then outstanding, would
exceed the total number of shares of Common Stock then authorized
by Snyder's Certificate of Incorporation.
Section 3. FRACTIONAL SHARES. Snyder shall not be required
to issue fractional shares of Common Stock upon exercise of this
Warrant but shall pay for any such fraction of a share in cash or
by certified or official bank check at the Warrant Price
applicable thereto.
Section 4. LOSS OF WARRANT. Upon receipt by Snyder of
evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, Snyder will execute and deliver a new
Warrant of like tenor and date. Any such new Warrant executed
and delivered shall constitute an additional contractual
obligation on the part of Snyder, whether or not this Warrant so
lost, stolen, destroyed or mutilated shall be at any time
enforceable by anyone.
Section 5. RIGHTS OF HOLDER. The Holder shall not, by
virtue hereof, be entitled to any rights as a shareholder of
Snyder.
Section 6. EXPIRATION DATE. This Warrant shall expire and
the subscription rights provided for herein shall terminate (a)
on February 8, 1997 with respect to one-half of the Warrant
Number (as defined below) of shares of Common Stock issuable
hereunder (the "3-Year Shares"), and (b) on February 8, 1998 with
respect to the remaining one-half of the Warrant Number of shares
of Common Stock issuable hereunder (the "4-Year Shares");
provided that if the market price per share (determined as
provided below) of the Common Stock as of February 8, 1995 is
less than $16.50 per share, the foregoing dates shall be extended
to February 8, 1998 and February 8, 1999 for the 3-Year Shares
and 4-Year Shares, respectively. The Expiration Dates applicable
to the 3-Year Shares and the 4-Year Shares may not be accelerated
for any reason.
Section 7. INITIAL WARRANT PRICE AND ADJUSTMENTS. The
initial purchase price for the shares of Common Stock issuable
hereunder shall be $25.00 per share for the 3-Year Shares and
$27.00 per share for the 4-Year Shares; provided that each such
purchase price shall be subject to adjustment as provided in the
next succeeding sentence and in Section 8 hereof (each such price
or prices as last adjusted, as the case may be, being referred to
herein as the "Warrant Price"). Subject to Section 8, on
February 8, 1995 the Warrant Price for both the 3-Year Shares and
for the 4-Year Shares shall be adjusted to equal the market price
per share (determined as provided below) of the Common Stock as
of such date multiplied by 120%; provided, however, that in no
event shall such adjustment cause the Warrant Price for the 3-
Year Shares or the 4-Year Shares to exceed the respective
purchase price for such shares specified in the first sentence of
this Section 7 or to be less than $21.60 per share. In the event
of any adjustment in the Warrant Price pursuant to Section 8, the
maximum and minimum prices in the preceding sentence shall be
adjusted accordingly.
Section 8. ANTIDILUTION PROVISIONS. The Warrant Price
shall be subject to further adjustment from time to time as
provided in this Section 8.
8A. DISTRIBUTION OF OTHER SHARES OR SECURITIES. In case
Snyder shall pay a dividend or make a distribution on its Common
Stock that is paid or made (1) in other shares of stock of Snyder
or (2) in rights to purchase stock or other securities if such
rights are not separable from the Common Stock except upon the
occurrence of a contingency, then in each such case this Warrant
shall be adjusted retroactively so that the Holder of this
Warrant shall, upon exercise thereof, be entitled to receive the
number of other shares and rights to purchase stock or other
securities (or, in the event of the redemption of any such shares
or rights, any cash, property or securities paid in respect of
such redemption) which such Holder would have owned or have been
entitled to receive after the happening of any event described
above had such Warrant been exercised immediately prior to the
happening of such event. An adjustment made pursuant to this
Subsection 8A shall become effective immediately after the record
date in the case of such a dividend or distribution.
8B. ISSUANCE OF RIGHTS OR WARRANTS TO COMMON STOCKHOLDERS.
In case Snyder shall issue rights or warrants to all holders of
its Common Stock entitling them (for a period expiring within 45
days after the date fixed for determination mentioned below) to
subscribe for or purchase shares of Common Stock at a price per
share less than the market price per share (determined as
provided below) of the Common Stock on the date fixed for the
determination of stockholders entitled to receive such rights or
warrants, then the Warrant Price in effect at the opening of
business on the day following the date fixed for such
determination shall be decreased by multiplying such Warrant
Price by a fraction of which the denominator shall be the number
of shares of Common Stock outstanding at the close of business on
the date fixed for such determination plus the number of shares
of Common Stock so offered for subscription or purchase and the
numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would
purchase at such market price, such decrease to become effective
immediately after the opening of business on the day following
the date fixed for such determination; provided, however, that in
the event that all the shares of Common Stock offered for
subscription or purchase are not delivered upon the exercise of
such rights or warrants, upon the expiration of such rights or
warrants the Warrant Price shall be readjusted to the Warrant
Price which would have been in effect had the denominator and the
numerator of the foregoing fraction and the resulting adjustment
been made based upon the number of shares of Common Stock
actually delivered upon the exercise of such rights or warrants
rather than upon the number of shares of Common Stock offered for
subscription or purchase. For the purpose of this Subsection 8B,
the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of Snyder.
8C. OTHER DIVIDENDS OR DISTRIBUTIONS. In case Snyder
shall, by dividend or otherwise, distribute to all holders of its
Common Stock evidences of its indebtedness, cash (excluding
ordinary cash dividends paid out of retained earnings of Snyder),
other assets or rights or warrants to subscribe for or purchase
any security (excluding those referred to in Subsections 8A and
8B above), then in each such case the Warrant Price shall be
reduced retroactively so that the same shall equal the amount
determined by multiplying the Warrant Price in effect immediately
prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such
distribution by a fraction of which the denominator shall be the
market price per share (determined as provided below) of the
Common Stock on the date fixed for such determination and the
numerator shall be such market price per share of the Common
Stock less the amount of cash and the then fair market value (as
determined in good faith by the Board of Directors of Snyder) of
the portion of the assets, rights or evidences of indebtedness so
distributed applicable to one share of Common Stock, such
adjustment to become effective immediately prior to the opening
of business on the day following the date fixed for the
determination of stockholders entitled to receive such
distribution.
8D. CALCULATION OF MARKET PRICE. For the purpose of any
computation hereunder, the market price per share of Common Stock
on any date shall be deemed to be the average of the daily
closing prices for the 20 consecutive trading days commencing
with the 30th trading day before the day in question. The
closing price for each day shall be the reported last sales price
regular way or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices
regular way, in either case on the New York Stock Exchange or, if
the Common Stock is not listed or admitted to trading on such
Exchange, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading (based on the
aggregate dollar value of all securities listed or admitted to
trading) or, if not listed or admitted to trading on any national
securities exchange, on the NASDAQ National Market System or, if
the Common Stock is not listed or admitted to trading on any
national securities exchange or quoted on the NASDAQ National
Market System, the average of the closing bid and asked prices in
the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by Snyder for
that purpose, or, if such prices are not available, the fair
market value set by, or in a manner established by, the Board of
Directors of the Corporation in good faith. The term "trading
day" shall mean a day on which the national securities exchange
or the NASDAQ National Market System used to determine the
closing price is open for the transaction of business or the
reporting of trades or, if the closing price is not so
determined, a day on which the New York Stock Exchange is open
for the transaction of business.
8E. DISTRIBUTION OF COMMON STOCK, SUBDIVISIONS AND
COMBINATIONS. In case Snyder shall pay a dividend or make a
distribution on its Common Stock in additional shares of Common
Stock, then the Warrant Price shall be adjusted by multiplying
such Warrant Price by a fraction of which the denominator shall
be the number of shares outstanding on the record date for such
dividend or distribution plus the number of shares to be
distributed and the numerator shall be the number of shares
outstanding on the record date of such dividend or distribution.
In case Snyder shall at any time subdivide its outstanding shares
of Common Stock into a greater number of shares, the Warrant
Price in effect immediately prior to such subdivision shall be
proportionately reduced, and conversely, in case the outstanding
shares of Common Stock of Snyder shall be combined into a smaller
number of shares, the Warrant Price in effect immediately prior
to such combination shall be proportionately increased. For
purpose of this Subsection 8E, the number of shares of Common
Stock at any time outstanding shall not include shares of Common
Stock held in the treasury of Snyder.
8F. MINIMUM ADJUSTMENTS. No adjustment in the Warrant
Price under this Section 8 shall be required unless such
adjustment would equal at least $.05 per share; provided,
however, that Snyder may make any such adjustment at its
election; and provided, further, that any adjustments which by
reason of this Subsection 8F are not made shall be carried
forward and taken into account in any subsequent adjustment. All
calculations under this Section 8 shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may
be.
8G. ADJUSTMENTS TO WARRANT NUMBER. Whenever there shall be
any change in the Warrant Price under this Section 8, then there
shall be an adjustment (to the nearest hundredth of a share) in
the number of shares of Common Stock purchasable at such Warrant
Price upon exercise of this Warrant (the "Warrant Number"), which
adjustment shall become effective at the time such change in the
Warrant Price applicable thereto becomes effective and shall be
made by multiplying the Warrant Number in effect immediately
before such change in the Warrant Price applicable thereto by a
fraction the numerator of which is such Warrant Price immediately
before such change and the denominator of which is such Warrant
Price immediately after such change.
8H. OTHER ADJUSTMENTS. In the event that at any time, as a
result of any adjustment made pursuant to this Section 8, the
Holder of this Warrant shall become entitled to receive any
shares of Snyder other than shares of Common Stock or to receive
any other securities, the Warrant Price and number of such other
shares or securities so receivable upon exercise of this Warrant
shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions
contained in this Section 8 with respect to the Common Stock.
8I. RECLASSIFICATIONS, CONSOLIDATIONS, MERGERS, ETC. In
case of any reclassification of the Common Stock, any
consolidation of Snyder with, or merger of Snyder into, any other
Person (as defined below), any merger of another Person into
Snyder (other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of Snyder), any sale or
transfer of all or substantially all of the assets of Snyder or
any compulsory share exchange, pursuant to which share exchange
the Common Stock is converted into other securities, cash or
other property, then lawful provision shall be made as part of
the terms of such transaction whereby the Holder of this Warrant
shall have the right thereafter, during the period this Warrant
shall be exercisable, to exercise this Warrant to acquire only
the kind and amount of securities, cash and other property
receivable upon such reclassification, consolidation, merger,
sale, transfer or share exchange by a holder of the number of
shares of Common Stock of Snyder issuable upon exercise of this
Warrant immediately prior to such reclassification,
consolidation, merger, sale, transfer or share exchange. Snyder
will not effect any such consolidation, merger or sale, unless
prior to the consummation thereof the successor corporation (if
other than Snyder) resulting from such consolidation or merger or
the Person purchasing such assets shall assume by written
instrument (in form reasonably satisfactory to the Holder)
executed and mailed or delivered to the Holder at the last
address of such Holder appearing on the books of Snyder, the
obligation to deliver to such Holder such securities, cash or
other property as, in accordance with the foregoing provisions,
such Holder may be entitled to acquire. If a purchase, tender or
exchange offer is made to and accepted by the holders of more
than 50% of the outstanding shares of Common Stock of Snyder,
Snyder shall not effect any consolidation, merger or sale with
the Person having made such offer or with any Affiliate (as
defined below) of such Person, unless prior to the consummation
of such consolidation, merger or sale the Holder shall have been
given a reasonable opportunity to then elect to receive upon the
exercise of this Warrant either the securities, cash or other
property then issuable with respect to the Common Stock of Snyder
or the securities, cash or other property, or the equivalent,
issued to previous holders of the Common Stock in accordance with
such offer. The term "Person" as used in this Subsection 8I
shall mean and include an individual, a partnership, a
corporation, a trust, a joint venture, an unincorporated
organization and a government or any department or agency
thereof. For the purposes of this Subsection 8I, an "Affiliate"
of any Person shall mean any Person directly or indirectly
controlling, controlled by or under direct or indirect common
control with, such other Person. A Person shall be deemed to
control a corporation if such Person possesses, directly or
indirectly, the power to direct or cause the direction of the
management and policies of such corporation, whether through the
ownership of voting securities, by contract or otherwise. The
above provisions shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or
share exchanges.
8J. SEPARATE ADJUSTMENTS TO WARRANT PRICE. To the extent a
different Warrant Price shall be in effect for the 3-Year Shares
and the 4-Year Shares, adjustments to each such Warrant Price
shall be separately calculated as if each such Warrant Price were
the only Warrant Price in effect under the Warrant.
Section 9. NOTICE OF ADJUSTMENT. Upon any adjustment of
the Warrant Price, then and in each such case Snyder shall give
written notice thereof, by first-class mail, postage prepaid,
addressed to the Holder at the address of such Holder as shown on
the books of Snyder, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if
any, in the Warrant Number, setting forth in reasonable detail
the method of calculation and the facts upon which such
calculation is based.
Section 10. OTHER NOTICES. In case at any time:
(1) Snyder shall declare any cash dividend upon its
Common Stock payable at a rate which exceeds the rate of
the last cash dividend theretofore paid by more than $.01
per share;
(2) Snyder shall declare any dividend upon its Common
Stock payable in stock or make any special dividend or other
distribution (other than regular cash dividends) to the
holders of its Common Stock;
(3) Snyder shall authorize the granting or issuance to
the holders of its Common Stock of rights or warrants to
subscribe for or purchase any shares of stock of any class
or other rights;
(4) Snyder obtains knowledge of any offer to purchase
(including any tender offer) any shares of any class of its
stock from Snyder or the holders of such shares;
(5) there shall be any capital reorganization, or
reclassification of the capital stock of Snyder, or
consolidation or merger of Snyder with, or sale of all or
substantially all of its assets to, another corporation; or
(6) there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of Snyder;
then, in any one or more of said cases, Snyder shall give, by
first-class mail, postage prepaid, addressed to the Holder at the
address of such Holder as shown on the books of Snyder (a) at
least 15 days' prior written notice of the date on which the
books of Snyder shall close or a record shall be taken for such
dividend, distribution or subscription or purchase rights or for
determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, (b) in the case of any such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up, at least 15 days' prior
written notice of the date when the same shall take place, and
(c) promptly upon obtaining knowledge of any such offer to
purchase shares of any class of its stock. Such notice in
accordance with the foregoing clause (a) shall also specify, in
the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be
entitled thereto, such notice in accordance with the foregoing
clause (b) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up, as the case may be, and
such notice in accordance with the foregoing clause (c) shall
also specify in reasonable detail the terms of the offer to
purchase.
Section 11. REGISTRATION. If any shares of Common Stock
required to be reserved for purposes of exercise of this Warrant
require registration with or approval of any governmental
authority under any Federal or State law, or listing on any
domestic securities exchange, before such shares may be issued
upon exercise, Snyder will, at its expense, as expeditiously as
possible, use its best efforts to cause such shares to be duly
registered or approved or listed on the relevant domestic
securities exchange, as the case may be.
Section 12. CLOSING OF BOOKS. Snyder will at no time close
its transfer books against the transfer of this Warrant or of any
shares of Common Stock issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely
exercise of this Warrant.
Section 13. REGISTRATION RIGHTS. The rights set forth in
this Section 13 may be exercised by the Holder at any time or
from time to time during the period commencing on February 8,
1995 and ending on the date which is 36 months after the final
date on which any right to purchase Common Stock hereunder is
exercised by the Holder.
13A. REGISTRATION ON REQUEST. Upon written notice of a
Holder requesting that Snyder effect the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of all
or part of the shares of Common Stock held by it (collectively,
the "Registrable Stock") which notice shall specify the intended
method or methods of disposition of such Registrable Stock,
Snyder will file a registration statement with the Securities and
Exchange Commission ("SEC") (at the earliest possible date and,
except as provided herein, no later than 30 days following
receipt of such notice) and use its reasonable best efforts to
effect the registration, under the Securities Act, of such
Registrable Stock for disposition in accordance with the intended
method or methods of disposition stated in such request, provided
that:
(1) if, upon receipt of a registration request
pursuant to this Subsection 13A, Snyder is advised in
writing (with a copy to the requesting Holder) by a
recognized independent investment banking firm selected by
the Board of Directors of Snyder that, in such firm's
opinion, a registration at the time and on the terms
requested would adversely affect any public offering of
securities by Snyder (other than in connection with employee
benefit and similar plans) (a "Public Offering") for which a
registration statement had been filed by Snyder prior to
receiving such registration request, Snyder shall not be
required to effect a registration pursuant to this Section
13A until the earlier of (i) three months after the
completion of such Public Offering, (ii) the termination of
any "black out" period required by the underwriters, if any,
to be applicable to such Holder in connection with such
Public Offering, (iii) promptly after abandonment of such
Public Offering or (iv) 135 days after the date of written
notice of the Holder requesting registration; and
(2) if a registration request is made while a merger,
consolidation, acquisition, disposition or other material
development involving Snyder is pending, and the general
counsel of Snyder determines in writing that the filing of a
registration statement would require the disclosure of
information that is material to such transaction or material
development which Snyder has a bona fide business purpose
for preserving as confidential, and Snyder promptly provides
the Holder requesting registration a copy of such
determination, Snyder shall not be required to effect a
registration pursuant to this Subsection 13A until the
earlier of (i) the date upon which such material information
is disclosed to the public or ceases to be material or (ii)
135 days after the date of written notice by the Holder
requesting registration.
13B. THIRD PERSON SHARES. Snyder shall have the right to
cause the registration of securities for sale for the account of
any person in any registration of Registrable Stock requested
pursuant to Section 13A, provided that Snyder shall not have the
right to cause the registration of such securities if the Holder
requesting registration is advised in writing (with a copy to
Snyder) by a recognized independent investment banking firm
selected by the Holder that, in such firm's opinion, registration
of such securities would adversely affect the offering and sale
of the Registrable Stock then contemplated by the Holder.
13C. REGISTRATION EXPENSES. Snyder shall be responsible
for the payment of all Registration Expenses (as defined below)
in connection with any registration pursuant to Section 13, it
being understood that with respect to any such registration the
Holder shall bear its own legal costs and all underwriting
discounts and dealer fees attributable on a pro rata basis to the
shares of Registrable Stock which such Holder desires to
register. "Registration Expenses," as used herein means all
expenses incident to Snyder's performance of or compliance with
the registration requirements set forth in this Section 13
including, without limitation, the following: (i) the fees,
disbursements and expenses of Snyder's counsel(s) (United States
and foreign) and accountants in connection with any such
registration; (ii) all underwriting discounts and dealer fees
which are not attributable on a pro rata basis to the shares of
Registrable Stock being registered; (iii) all expenses in
connection with the preparation, printing and filing of the
registration statement, any preliminary prospectus or final
prospectus, any other offering document and amendments and
supplements thereto and the mailing and delivering of copies
thereof to the underwriters and dealers; (iv) all fees and
expenses incurred in listing the Registrable Stock on any stock
exchange and any transfer agent or registrar fees; (v) the cost
of printing or producing any agreements(s) among underwriters,
underwriting agreement(s), and blue sky or legal investment
memoranda, any selling agreements and any other documents in
connection with the offering, sale or delivery of Registrable
Stock to be disposed of; (vi) all expenses in connection with the
qualification of Registrable Stock to be disposed of for offering
and sale under state securities laws, including the fees and
disbursements of one firm of legal counsel for the Holders and
underwriters in connection with such qualification and in
connection with any blue sky and legal investment surveys; and
(vii) the filing fees incident to securing any required review by
the National Association of Securities Dealers, Inc. of the terms
of the sale of Registrable Stock to be disposed of.
13D. REGISTRATION PROCEDURES. If and whenever Snyder is
required to use its reasonable best efforts to effect the
registration of any Registrable Stock under the Securities Act as
provided in Subsection 13A, Snyder will as promptly as is
practicable:
(1) prepare, file and use its reasonable best efforts
to cause to become effective a registration statement on
such form as Snyder reasonably selects under the Securities
Act or update by amendment or supplement a previously filed
registration statement regarding the Registrable Stock to be
offered;
(2) prepare and file with the SEC such amendments and
supplements to such registration statement and the
prospectus used in connection therewith as may be necessary
to keep such registration statement effective and to comply
with the provisions of the Securities Act with respect to
the disposition of all Registrable Stock until the earlier
of such time as all of such Registrable Stock has been
disposed of in accordance with the intended methods of
disposition by the Holder set forth in such registration
statement or the expiration of twelve months after such
registration statement becomes effective;
(3) furnish to the Holder and to any underwriter of
such Registrable Stock such number of conformed copies of
such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits),
such number of copies of the prospectus included in such
registration statement (including each preliminary
prospectus and any summary prospectus), in conformity with
the requirements of the Securities Act, such documents
incorporated by reference in such registration statement or
prospectus, and such other documents as such Holder or such
underwriter may reasonably request;
(4) use its reasonable best efforts to register or
qualify all Registrable Stock covered by such registration
statement under such other securities or blue sky laws of
such jurisdictions, and to list such Registrable Stock on
any stock exchange, as the Holder or any underwriter of such
Registrable Stock shall reasonably request, and do any and
all other acts and things which may be necessary or
advisable to enable the Holder or any underwriter to
consummate the disposition in such jurisdictions of its
Registrable Stock covered by such registration statement,
except that Snyder shall not for any such purpose be
required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so
qualified, or to subject itself to taxation in any such
jurisdiction, or to consent to general service of process in
any such jurisdiction;
(5) in the case of an underwritten offering of
Registrable Securities (i) furnish to the Holder, addressed
to it, an opinion of counsel for Snyder, dated the date of
the closing under the underwriting agreement, and (ii) use
its best efforts to furnish to the Holder, addressed to it,
a "cold comfort" letter signed by the independent public
accountants who have audited Snyder's financial statements
included or incorporated in such registration statement,
covering substantially the same matters with respect to such
registration statement (and the prospectus included therein)
and, in the case of such accountants' letter, with respect
to events subsequent to the date of such financial
statements, as are customarily covered in opinions of
issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities
and such other matters as the Holder may reasonably request;
and
(6) immediately notify the Holder at any time when a
prospectus relating to a registration pursuant to Section 13
hereof is required to be delivered under the Securities Act
of the happening of any event as a result of which the
prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact
or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading, and at the request of the Holder prepare and
furnish to the Holder and any underwriter of the Registrable
Stock a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable
Stock, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading.
Snyder may require the Holder to furnish such information
regarding the Holder and the distribution of such securities as
Snyder may from time to time reasonably request in writing and as
shall be required by law or by the SEC in connection with any
registration.
13E. UNDERWRITING. If requested by the underwriters for
any underwritten offering of Registrable Stock pursuant to a
registration requested hereunder, Snyder will enter into an
underwriting agreement with such underwriters for such offering,
such agreement to contain such representations and warranties by
Snyder and such other terms and provisions as are customarily
contained in underwriting agreements with respect to secondary
distributions, including, without limitation, indemnities and
contribution to the effect and to the extent provided in
Subsection 13H hereof and the provision of opinions of counsel
and accountants' letters to the effect and to the extent provided
in Subsection 13D. The Holder(s) on whose behalf Registrable
Stock is to be distributed by such underwriters shall be parties
to any such underwriting agreement and the representations and
warranties by, and the other agreements on the part of, Snyder to
and for the benefit of such underwriters shall also be made to
and for the benefit of such Holder(s).
13F. BLACKOUT PERIODS. (1) At any time when a
registration statement pursuant to Section 13 relating to
Registrable Stock is effective, upon written notice from Snyder
to the Holder that either:
(i) Snyder has determined to engage in a
financing and has been advised in writing (with a copy
to such Holder) by a recognized independent investment
banking firm selected by the Board of Directors of
Snyder that, in such firm's opinion, Snyder's sale of
Registrable Stock pursuant to the registration
statement would adversely affect Snyder's own
immediately planned financing (a "Transaction
Blackout"); or
(ii) the general counsel of Snyder determines in
good faith in writing (with a copy to such Holder) that
the Holder's sale of Registrable Stock pursuant to the
registration statement would require disclosure of
material information which Snyder has a bona fide
business purpose for preserving as confidential as a
result of a pending merger, consolidation, acquisition,
disposition or other material development involving
Snyder (an "Information Blackout"),
Snyder shall suspend sales of Registrable Stock pursuant to
such registration statement until the earlier of
(X) (i) in the case of a Transaction Blackout,
the earliest of (A) three months after the
completion of such financing, (B) the termination
of any "blackout" period required by the
underwriters to be applicable to Snyder, if any,
in connection with such financing, (C) abandonment
of such financing and (D) 135 days after the date
of Snyder's written notice of a Transaction
Blackout, or (ii) in the case of an Information
Blackout, the earlier of (A) the date upon which
such material information is disclosed to the
public or ceases to be material or (B) 135 days
after receipt of notice by the Holder requesting
the registration, and
(Y) such time as Snyder notifies the Holder
that sales pursuant to such registration statement
may be resumed;
provided, that Snyder may not impose a Transaction Blackout from
the date notice is received from the Holder requesting
registration until 90 days after the initial effectiveness
hereunder of any registration statement relating to the
Registrable Stock or during any underwritten public offering of
Registrable Stock.
13G. PREPARATION; REASONABLE INVESTIGATION. In connection
with the preparation and filing of each registration statement
registering Registrable Stock under the Securities Act, Snyder
will give the Holder and the underwriters, if any, and their
respective counsel and accountants, such reasonable and customary
access to its books and records and such opportunities to discuss
the business of Snyder with its officers and the independent
public accountants who have audited its financial statements as
shall be necessary, in the opinion of the Holder and such
underwriters or their respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act.
13H. INDEMNIFICATION AND CONTRIBUTION. (1) In the
event of any registration of any Registrable Stock
hereunder, Snyder will enter into customary indemnification
arrangements to indemnify and hold harmless the Holder, its
directors and officers, each person who participates as an
underwriter in the offering or sale of such securities, each
officer and director of each underwriter, and each person,
if any, who controls such seller or any such underwriter
within the meaning of the Securities Act against any losses,
claims, damages, liabilities and expenses, joint or several,
to which such person may be subject under the Securities Act
or otherwise insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings in
respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which
such securities were registered under the Securities Act,
any preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, or any
document incorporated by reference therein, or (ii) any
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and Snyder will reimburse
each such person for any legal or any other expenses
reasonably incurred by such person in connection with
investigating or defending any such loss, claim, liability,
action or proceeding; provided that Snyder shall not be
liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission made in
reliance upon and in conformity with written information
furnished by such person to Snyder. Such indemnity shall
remain in full force and effect regardless of any
investigation made by or on behalf of Snyder or any such
director, officer or controlling person and shall survive
the transfer of the registered securities by the Holder.
Snyder also shall agree to provide provision for
contribution as shall be reasonably requested by the Holder
or any underwriters in circumstances where such indemnity is
held unenforceable.
(2) The Holder, by virtue of exercising its
registration rights hereunder, agrees and undertakes to
enter into customary indemnification arrangements to
indemnify and hold harmless (in the same manner and to the
same extent as set forth in clause (1) of this Section 13H)
each director of Snyder, each officer of Snyder who shall
sign such registration statement, each person who
participates as an underwriter in the offering or sale of
such securities, each officer and director of each
underwriter, and each person, if any, who controls Snyder or
any such underwriter within the meaning of the Securities
Act, with respect to any statement in or omission from such
registration statement, any preliminary prospectus or final
prospectus included therein, or any amendment or supplement
thereto, if such statement or omission was made in reliance
upon and in conformity with written information furnished by
it to Snyder. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf
of Snyder or any such director, officer or controlling
person and shall survive the transfer of the registered
securities by the Holder. The Holder also shall agree to
provide provision for contribution as shall be reasonably
requested by Snyder or any underwriters in circumstances
where such indemnity is held unenforceable.
(3) Indemnification and contribution similar to that
specified in the preceding subdivisions of this Subsection
13H (with appropriate modifications) shall be given by
Snyder and the Holder with respect to any required
registration or other qualification of such Registrable
Stock under any federal or state law or regulation of
governmental authority other than the Securities Act.
Section 14. WARRANT TRANSFERABLE. This Warrant and all
rights hereunder are transferable, in whole or in part, without
charge to the Holder, at the office or agency of Snyder by the
Holder in person or by such Holder's duly authorized attorney,
upon surrender of this Warrant properly endorsed; provided,
however, that (A) Snyder shall have consented in writing to such
transfer (which consent shall not be unreasonably withheld) and
(B) each transferee (other than UPRC or any affiliate of UPRC) of
this Warrant and the rights hereunder shall have acquired the
right to purchase at least 200,000 but not more than 750,000
shares of Common Stock issuable hereunder. It is understood that
Snyder will cause to be placed upon certificates for shares of
Common Stock issued upon the exercise hereof, a legend applicable
to the disposition of such shares, provided that forthwith upon
any such disposition becoming permissible pursuant to a
registration statement filed under Section 13 or otherwise Snyder
will substitute therefor, at its expense, new certificates not
bearing such legend.
Such legend shall read substantially as follows:
"The shares represented by this certificate have not
been registered under the Securities Act of 1933 and such
shares cannot be sold or transferred unless they are so
registered or when exemption from registration is then
available."
Section 15. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF
WARRANT. The rights and obligations of Snyder, the Holder of,
and of the holder of shares of Common Stock issued upon exercise
of this Warrant, contained in Sections 13 and 14 shall survive
the exercise of this Warrant.
Section 16. WARRANTS EXCHANGEABLE FOR DIFFERENT
DENOMINATIONS. This Warrant is exchangeable, upon the surrender
hereof by the Holder at the office or agency of Snyder for new
Warrants of like tenor representing in the aggregate the right to
subscribe for and purchase the number of shares of Common Stock
which may be subscribed for and purchased hereunder, each of such
new Warrants to represent the right to subscribe for and purchase
such number of shares of Common Stock as shall be designated by
said Holder at the time of such surrender.
Section 17. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The
descriptive headings of the several paragraphs of this Warrant
are inserted for convenience only and do not constitute a part of
this Warrant. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed
by the law of the State of New York.
IN WITNESS WHEREOF, Snyder Oil Corporation has caused this
Warrant to be signed by its duly authorized officers under its
corporate seal, and this Warrant to be dated February 8, 1994.
Snyder Oil Corporation
By:_________________________
Chairman
[Corporate Seal]
Attest:
__________________________________
Secretary
PURCHASE AGREEMENT
___________, 19__
To:
The undersigned, pursuant to the provisions set forth in the
within Warrant, hereby subscribes for and agrees to purchase [___
3-Year Shares and ___ 4-year Shares] of the Common Stock covered
by such Warrant, and makes payment herewith in full therefor at
the price per share provided by such Warrant.
Signature
Address
____________
ASSIGNMENT
FOR VALUE RECEIVED ________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under
the within Warrant, with respect to the number of shares of the
Common Stock covered thereby set forth hereinbelow unto:
Name of Assignee Address No. and Type
of Shares
Dated:______________, 19__
Signature
Witness