-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HoR/YoZycl2qXc5oxj/KzmeR0sqUJ8r8KcIglGgHwQE6sPTuYujUDYmDEy71IzFd qYz9Uym9oyN5ZwQLmKyhbw== 0000950129-04-007153.txt : 20040917 0000950129-04-007153.hdr.sgml : 20040917 20040917171237 ACCESSION NUMBER: 0000950129-04-007153 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040917 DATE AS OF CHANGE: 20040917 GROUP MEMBERS: PEREGRINE MANAGEMENT, LLC GROUP MEMBERS: STEVEN A. WEBSTER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUE DOLPHIN ENERGY CO CENTRAL INDEX KEY: 0000793306 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731268729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38385 FILM NUMBER: 041036326 BUSINESS ADDRESS: STREET 1: 801 TRAVIS SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002-5729 BUSINESS PHONE: 7132277660 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA SUITE 1606 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: MUSTANG RESOURCES CORP DATE OF NAME CHANGE: 19900122 FORMER COMPANY: FORMER CONFORMED NAME: ZIM ENERGY CORP DATE OF NAME CHANGE: 19870921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Western Gulf Pipeline Partners, LP CENTRAL INDEX KEY: 0001303518 IRS NUMBER: 810654536 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 14701 ST. MARY'S LANE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815587819 MAIL ADDRESS: STREET 1: 14701 ST. MARY'S LANE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77079 SC 13D 1 h18523sc13d.txt WESTERN GULF PIPELINE PARTNERS, L.P. FOR SCHEDULE 13D CUSIP NO. 095395 20 8 PAGE 1 OF 7 PAGES OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response....11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* ----------- BLUE DOLPHIN ENERGY COMPANY ------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ------------------------------------------------------------------------- (Title of Class of Securities) 095395 20 8 --------------------------------------------- (CUSIP Number) N.L. Stevens, III, 1000 Louisiana, Suite 3400, Houston, Texas 77002, (713) 276-5500 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 8, 2004 ------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO.095395 20 8 PAGE 2 OF 7 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Western Gulf Pipeline Partners, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (see instructions) N/A - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 458,334 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 458,334 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 458,334 - -------------------------------------------------------------------------------- 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) 6.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO.095395 20 8 PAGE 3 OF 7 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSON Peregrine Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (see instructions) N/A - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 458,334 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 458,334 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 458,334 - -------------------------------------------------------------------------------- 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) 6.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO.095395 20 8 PAGE 4 OF 7 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. Steven A. Webster I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (see instructions) N/A - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 458,334 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 458,334 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 458,334 - -------------------------------------------------------------------------------- 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) 6.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 095395 20 8 PAGE 5 OF 7 PAGES Item 1. Security and Issuer. This Schedule 13D (this "Filing") relates to the common stock, $0.01 par value ("Common Stock"), of Blue Dolphin Energy Company, a Delaware corporation (the "Company"), which has its principal executive offices located at 801 Travis, Suite 2100, Houston, Texas 77002. Item 2. Identity and Background. 1. Western Gulf Pipeline Partners, LP (a) Western Gulf Pipeline Partners, LP, a Texas limited partnership ("Western Gulf") (b) 14701 St. Mary's Lane, Suite 800, Houston, Texas 77079 (c) Western Gulf's principal business consists of providing a bridge loan of $275,000 to Company and the purchase of Warrants (as defined herein). (d) Western Gulf has not, during the last five years, been convicted in a criminal proceeding. (e) Western Gulf has not, during the last five years, been a 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. 2. Peregrine Management, LLC (a) Peregrine Management, LLC ("Peregrine") (b) 14701 St. Mary's Lane, Suite 800, Houston, Texas 77079 (c) Peregrine's principal business consists of acting as the general partner of Western Gulf. (d) Peregrine has not, during the last five years, been convicted in a criminal proceeding. (e) Peregrine has not, during the last five years, been a 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. 3. Steven A. Webster (a) Steven A. Webster ("Mr. Webster") (b) 14701 St. Mary's Lane, Suite 800, Houston, Texas 77079 (c) Managing Director, Global Energy Partners (d) Mr. Webster has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Webster has not, during the last five years, been a 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. (f) Mr. Webster is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Funds of $275,000 for its share of the Bridge Loan (as defined herein) came from Western Gulf's working capital reserves. Any funds needed for any anticipated exercise of the Warrants are expected to come from working capital reserves. SCHEDULE 13D CUSIP NO. 095395 20 8 PAGE 6 OF 7 PAGES Item 4. Purpose of Transaction. On September 8, 2004, Company, on the one hand, and Western Gulf, and numerous other investors, on the other hand, signed a Note and Warrant Purchase Agreement ("Agreement") whereby Western Gulf and other investors agreed to provide a $750,000 bridge loan to Company ("Bridge Loan") in exchange for warrants to purchase shares of the Company's Common Stock. Pursuant to the Agreement, Western Gulf received warrants to purchase 458,334 shares of Common Stock ("Warrants"). The persons signing this Filing have not acquired or disposed of any shares of the Company's Common Stock in the public market but reserve the right to do so in the future. Other than as set forth in this Item 4, the persons signing this Filing do not have any specific plans or proposals which relate to or would result in any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company; any change in the present capitalization or dividend policy of the Company; any other material change in the Company's business or corporate structure; changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of securities of the Company becoming eligible for termination or registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any action similar to any of those enumerated above; but such persons reserve the right to propose or undertake or participate in any of the foregoing actions in the future. Item 5. Interest in Securities of the Issuer. (a) Western Gulf is deemed to beneficially own 458,334 shares of the Company's Common Stock, which represents 6.4% of the outstanding Common Stock of the Company, upon exercise of the Warrants. As the general partner of Western Gulf, Peregrine is deemed to beneficially own 458,334 shares of the Company's Common Stock, which represents 6.4% of the outstanding Common Stock of the Company, upon exercise of the Warrants. As President of Peregrine, Western Gulf's general partner, Mr. Webster is deemed to beneficially own 458,334 shares of the Company's Common Stock, which represents 6.4% of the outstanding Common Stock of the Company, upon exercise of the Warrants. The percentage calculations are based upon 6,712,438 shares of the Company's Common Stock outstanding on September 8, 2004, as stated in the Agreement. (b) Not applicable. (c) See Item 4 above. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See Item 4 above. SCHEDULE 13D CUSIP NO. 095395 20 8 PAGE 7 OF 7 PAGES Item 7. Material to be Filed as Exhibits Exhibit 1: Shareholder Voting Agreement, dated September 8, 2004 Exhibit 2: Joint Filing Agreement SIGNATURE PAGE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. WESTERN GULF PIPELINE PARTNERS, L.P. Dated: September 17, 2004 By: PEREGRINE MANAGEMENT, LLC By: /s/ Steven A. Webster ------------------------------- Steven A. Webster, President PEREGRINE MANAGEMENT, LLC Dated: September 17, 2004 By: /s/ Steven A. Webster ------------------------------------ Steven A. Webster, President Dated: September 17, 2004 /s/ Steven A. Webster ---------------------------------------- Steven A. Webster, individually EX-99.1 2 h18523exv99w1.txt SHAREHOLDER VOTING AGREEMENT EXHIBIT 1 BLUE DOLPHIN ENERGY COMPANY SHAREHOLDER VOTING AGREEMENT This SHAREHOLDERS VOTING AGREEMENT, dated September 8, 2004 (this "Agreement"), is made and entered into by and among the investors listed on the attached Schedule I (collectively, the "Investors"), and the following shareholders of Blue Dolphin Energy Company, a Delaware corporation (the "Company"): Columbus Petroleum Limited, Inc., a Panamanian corporation, Ivar Siem, Harris A. Kaffie, Michael S. Chadwick, James M. Trimble and Michael J. Jacobson, (each a "Shareholder," and collectively the "Shareholders"). Unless otherwise defined in this Agreement, each capitalized term used in this Agreement shall have the meaning given to such term in the Note and Warrant Purchase Agreement (the "Purchase Agreement"). W I T N E S S E T H: WHEREAS, the Company and the Investors propose to enter into the Purchase Agreement, pursuant to which the Company will issue and sell to the Investors (i) promissory notes in the aggregate principal amount of seven hundred fifty thousand dollars ($750,000), (ii) warrants (the "Initial Warrants") to acquire up to 1,250,000 shares at an exercise price of $0.25 per share (the "Exercise Price") of its common stock (the "Common Stock"), and (iii) warrants (the "Additional Warrants" and together with the Initial Warrants, the "Warrants") to acquire 1,550,000 shares of Common Stock at the same Exercise Price in consideration for the agreement by each Investor to extend the maturity date of its Note to a date that is not later than the first anniversary of the Purchase Agreement; WHEREAS, shares of Common Stock to be issued upon exercise of the Additional Warrants represent greater than 20% of the outstanding Common Stock before issuance; WHEREAS, the rules of the NASDAQ Stock Market require shareholder approval of issuances of warrants to purchase shares representing greater than 20% of a company's outstanding voting securities at a price below market; WHEREAS, the Purchase Agreement provides for the Company to issue Warrants to purchase 100,000 shares of Common Stock to (1) each of F. Gardner Parker and Lawrence N. Benz (the "Investor Nominees") and (ii) Michael S. Chadwick (the "Director Warrants"); WHEREAS, the Purchase Agreement provides for the nomination of the Investor Nominees for election to the Board of Directors; WHEREAS, election to the board of directors requires the approval of a plurality of the shareholders of the Company; WHEREAS, each Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of shares of the outstanding Common Stock in the amounts indicated on Schedule I of this Agreement; and WHEREAS, as an inducement to the Investors entering into the Purchase Agreement, the Shareholders have agreed to enter into this Agreement to provide for certain agreements relating to (i) approval of the issuance of the Additional Warrants in consideration for the agreement by the Investors to extend the maturity date of the Notes, (ii) the issuance of the Director Warrants, (iii) amendment of the Company's certificate of incorporation, and (iv) the election of the Investor Nominees to the board of directors; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties to this Agreement hereby agree as follows: 1. Agreement to Vote Shares. Each Shareholder agrees that, at any special or annual meeting of shareholders of the Company, such Shareholder shall vote all shares of Common Stock registered in its, his or her name or beneficially owned by it, him or her as of the date hereof and any and all other capital stock of the Company legally or beneficially acquired by such Shareholder after the date hereof (collectively, the "Subject Shares") to approve (i) the issuance of the Additional Warrants on the terms and conditions provided in the Purchase Agreement, (ii) the issuance of the Director Warrants, (iii) the amendment and restatement of the Company's certificate of incorporation, (iv) the election of the Investor Nominees to the board of directors as provided in the Purchase Agreement, and (v) any other aspects of the transactions described in the Purchase Agreement that are required by the Securities and Exchange Commission or NASDAQ Stock Market to be voted upon by the shareholders of the Company. Each Shareholder represents to the Investors that as of the date hereof such Shareholder beneficially owns the number of outstanding shares of Common Stock set forth opposite such Shareholder's name on the attached Schedule I. 2. Irrevocable Proxy. (a) Grant of Proxy. THE SHAREHOLDERS HEREBY APPOINT F. GARDNER PARKER AND BARRETT L. WEBSTER, AND EACH OF THEM INDIVIDUALLY, SHAREHOLDERS' PROXY PURSUANT TO THE PROVISIONS OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT TO THE SUBJECT SHARES ONLY TO ACCOMPLISH THE PURPOSE AND AGREEMENTS SET FORTH IN SECTION 1 HEREOF. THIS PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF THE SHAREHOLDERS UNDER THIS AGREEMENT. THE SHAREHOLDERS AFFIRM THAT THIS PROXY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. THE SHAREHOLDERS SHALL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. (b) Other Proxies Revoked. The Shareholders represent that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. 2 3. Restriction on Transfer of Subject Shares, Proxies and Noninterference. During the period before the Closing of the transactions contemplated by, or the termination of, the Purchase Agreement, the Shareholders shall not, directly or indirectly, in their capacity as stockholders of the Company, except pursuant to the terms and conditions of this Agreement: (a) offer for sale, sell, transfer, tender, loan, pledge, encumber, assign, or otherwise dispose of, or enter into any contract, option, or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment, or other disposition of, grant any rights with respect to, or enter into any transaction which is designed to, or might be reasonably be expected to, resort in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) of any right, title and interest in any or all of the Subject Shares; (b) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Subject Shares; or (c) take any action that would make any representation or warranty contained herein untrue, inaccurate or incorrect or have the effect of impairing the ability of any Shareholder to perform such Shareholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Purchase Agreement. 4. Cooperation. The Shareholders shall reasonably cooperate with the Investors and the Company in connection with their respective efforts to fulfill the conditions to the Purchase Agreement. 5. Further Assurances. The Shareholders shall execute and deliver such other documents and instruments and take such further actions as may be necessary or appropriate and reasonably requested by the Investors in order to ensure that the Investors receive the full benefit of this Agreement. 6. Successors, Assigns and Transferees. The terms and provisions of this Agreement shall bind, inure to the benefit of and be enforceable by or against the successors, assigns or transferees of each of the parties hereto. No party hereto may assign its rights under this Agreement, except that each Investor may assign its rights to an affiliate. 7. Entire Agreement; Amendments. This Agreement, and such additional instruments as may be concurrently executed and delivered pursuant to this Agreement, constitutes the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein or in the documents delivered concurrently herewith. This Agreement may be amended only by a written instrument duly executed by all the parties hereto. 8. Headings. The section headings contained in this Agreement are for reference purposes only and shall not effect in any way the meaning or interpretation of this Agreement. 9. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by hand delivery, facsimile or by mail (registered or certified, postage prepaid, return receipt requested) to the respective parties as follows: 3 (a) If to an Investor: To the address listed on the attached Schedule I or to such other address the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. with a copy to counsel for Western Gulf: Gardere Wynne Sewell LLP 1000 Louisiana, Suite 3400 Houston, Texas 77002 Attention: N.L. Stevens III Telefax: 713-276-5807 (b) If to a Shareholder: To his address listed on the attached Schedule I or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. with a copy to counsel for the Company: Porter & Hedges, L.L.P. 700 Louisiana, 35th Floor Houston, Texas 77002 Attention: Nick D. Nicholas Telefax: 713-226-0237 10. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without reference to the conflict of laws principles thereof. 11. Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 12. Challenges to Agreement. In the event that any part of this Agreement or any transaction contemplated hereby is temporarily, preliminarily or permanently enjoined or restrained by a court of competent jurisdiction, the parties hereto shall use their reasonable best efforts to cause any such injunction or restraining order to be vacated or dissolved or otherwise declared or determined to be of no further force or effect. 4 13. Specific Performance. Each of the Shareholders acknowledges and agrees that irreparable harm would occur if any provision of this Agreement were not performed in accordance with the terms thereof, or were otherwise breached, and that such harm could not be remedied by an award of damages. Accordingly, each of the Shareholders agrees that any non-breaching party shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement. 15. Termination. This Agreement shall terminate upon the earlier of (a) eighteen (18) months after the date hereof or (b) the conclusion of the Company's annual meeting of Shareholders for its fiscal year ending December 31, 2004 (which meeting is contemplated to occur after December 31, 2004 and on or before December 31, 2005) at which directors of the Company are elected by its shareholders. Notwithstanding any provision of this Agreement to the contrary, in the event the employment of Michael J. Jacobson is involuntarily terminated by the Company during the term of this Agreement (a "Terminated Employee") this Agreement shall terminate as to such Terminated Employee. 5 IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written. INVESTORS: WESTERN GULF PIPELINE PARTNERS, LP By: PEREGRINE MANAGEMENT, LLC, Its General Partner By: /s/ Barrett L. Webster -------------------------------- Barrett L. Webster, its Manager /s/ F. Gardner Parker --------------------------------------- F. Gardner Parker /s/ Ramsay H. Gilman --------------------------------------- Ramsay H. Gilman /s/ Laurence N. Binz --------------------------------------- Laurence N. Binz /s/ David R. Bolton --------------------------------------- David R. Bolton /s/ Lee Moore --------------------------------------- Lee Moore /s/ Macille G. Moore --------------------------------------- Macille G. Moore /s/ W. Tyler Moore, Jr. --------------------------------------- W. Tyler Moore, Jr. Schmid Family Trust U/D/T 09-05-97 By: /s/ Lewis B. Schmid --------------------------------------- , Trustee ------------------- 6 /s/ Michael S. Chadwick --------------------------------------- Michael S. Chadwick /s/ Ben T. Morris --------------------------------------- Ben T. Morris /s/ Don A. Sanders --------------------------------------- Don A. Sanders /s/ Katherine U. Sanders --------------------------------------- Katherine U. Sanders Sanders 1998 Children's Trust By: /s/ Don Weir ------------------------------------ Sanders Opportunity Fund, LP By: /s/ Don A. Sanders ------------------------------------ ------------------------------- Sanders Opportunity Fund (Institutional), LP By: /s/ Don A. Sanders ------------------------------------ ------------------------------- DON WEIR AND JULIE ELLEN WEIR, tenants in common /s/ Don Weir --------------------------------------- Don Weir /s/ Julie Ellen Weir --------------------------------------- Julie Ellen Weir 7 SHAREHOLDERS: COLUMBUS PETROLEUM LIMITED, INC. By: /s/ Michael Delouche ------------------------------------ Name: Michael Delouche ---------------------------------- Title: Authorized Signatory --------------------------------- /s/ Ivar Siem --------------------------------------- Ivar Siem /s/ Harris A. Kaffie --------------------------------------- Harris A. Kaffie /s/ Michael S. Chadwick --------------------------------------- Michael S. Chadwick /s/ James M. Trimble --------------------------------------- James M. Trimble /s/ Michael J. Jacobson --------------------------------------- Michael J. Jacobson 8 Schedule I
NUMBER OF OUTSTANDING SHAREHOLDER SHARES OF COMMON STOCK OWNED ----------- ---------------------------- Columbus Petroleum Limited, Inc. 911,712 Aeulestrasse 74, FL-9490 Vaduz, Liechtenstein Ivar Siem 918,264 c/o Blue Dolphin Energy Company 801 Travis, Suite 2100 Houston, Texas 77002 Harris A. Kaffie 723,436 c/o Blue Dolphin Energy Company 801 Travis, Suite 2100 Houston, Texas 77002 Michael S. Chadwick 14,080 c/o Sanders Morris Harris 3100 Chase Tower 600 Travis, Suite 3100 Houston, Texas 77002 James M. Trimble 14,580 c/o Blue Dolphin Energy Company 801 Travis, Suite 2100 Houston, Texas 77002 Michael J. Jacobson 161,962 c/o Blue Dolphin Energy Company 801 Travis, Suite 2100 Houston, Texas 77002
9 EX-99.2 3 h18523exv99w2.txt JOINT FILING AGREEMENT EXHIBIT 2 AGREEMENT OF JOINT FILING The undersigned hereby agree that this Schedule 13D filed on or about this date as well as all future amendments with respect to the beneficial ownership by the undersigned of the Company's Common Stock shall be filed jointly. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii). WESTERN GULF PIPELINE PARTNERS, L.P. Dated: September 17, 2004 By: PEREGRINE MANAGEMENT, LLC By: /s/ Steven A. Webster ------------------------------- Steven A. Webster, President PEREGRINE MANAGEMENT, LLC Dated: September 17, 2004 By: /s/ Steven A. Webster ------------------------------------ Steven A. Webster, President Dated: September 17, 2004 /s/ Steven A. Webster ---------------------------------------- Steven A. Webster, individually -----END PRIVACY-ENHANCED MESSAGE-----