-----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, NQjJf3gMN+Qol46Y5bVDIrzskwqnzg7dPhvLwGKxNm2WupGa4eX4z1ecVoOl7i7x TQf4+s7a9yw7pjSxuCSP4g== 0000703814-03-000040.txt : 20030129 0000703814-03-000040.hdr.sgml : 20030129 20030129154225 ACCESSION NUMBER: 0000703814-03-000040 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DORCHESTER MINERALS LP CENTRAL INDEX KEY: 0001172358 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 810551518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 333-88282 FILM NUMBER: 03529937 BUSINESS ADDRESS: STREET 1: 3738 OAK LAWN STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145590300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DORCHESTER MINERALS LP CENTRAL INDEX KEY: 0001172358 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 810551518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 3738 OAK LAWN STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145590300 425 1 dmlp012903-425.txt PRESS RELEASE RE VOTE Filed by: Dorchester Minerals, L.P. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12(b) of the Securities Exchange Act of 1934 Commission File No. 333-88282 Subject Company: Dorchester Minerals, L.P. The following is the text of Item 5 of the Form 8-K of Dorchester Minerals, L.P. dated January 29, 2003, as filed with the Securities and Exchange Commission on January 29, 2003. Item 5. Other Events. Attached as Exhibit 99.1 is a press release issued by Dorchester Hugoton, Ltd. on January 29, 2003 with respect to the combination of Dorchester Hugoton, Ltd., Republic Royalty Company, Spinnaker Royalty Company, L.P. and Dorchester Minerals, L.P. THE FOREGOING DOES NOT CONSTITUTE AN OFFER TO BUY, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES. THE SECURITIES TO BE OFFERED IN CONNECTION WITH THE PROPOSED TRANSACTION WILL BE OFFERED ONLY PURSUANT TO A PROSPECTUS/PROXY STATEMENT INCLUDED IN A REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. ALL PARTNERS OF DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER ARE ADVISED TO READ THE PROSPECTUS/PROXY STATEMENT, AND SUPPLEMENTS THERETO, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE RELATED SOLICITATION/RECOMMENDATIONS THAT WERE PROVIDED TO EACH PARTNER REQUESTING SUCH PARTNER'S VOTE, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. A COPY OF THE PROSPECTUS/PROXY STATEMENT AND RELATED SOLICITATION/RECOMMENDATIONS WERE MAILED TO PARTNERS ON OCTOBER 31, 2002, SUPPLEMENT NO. 1 WAS MAILED DECEMBER 13, 2002 AND SUPPLEMENT NO. 2 WAS MAILED JANUARY 24, 2003, AND ARE ALL AVAILABLE FROM DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER ON REQUEST. THE PROSPECTUS/PROXY STATEMENT, SUPPLEMENTS THERETO AND RELATED SOLICITATION/RECOMMENDATIONS ARE AVAILABLE ON THE INTERNET AT THE SECURITIES AND EXCHANGE COMMISSION'S WORLD WIDE WEB SITE AT HTTP://WWW.SEC.GOV. Dorchester Hugoton, Republic and Spinnaker and their respective General Partners, directors and/or officers, as applicable, may be deemed under the Rules of the Securities and Exchange Commission to be "participants in the solicitation" of proxies from the security holders of Dorchester Hugoton, Republic and Spinnaker in favor of the transaction. SECURITY HOLDERS OF DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER MAY OBTAIN INFORMATION REGARDING THE INTERESTS OF THE "PARTICIPANTS IN THE SOLICITATION" BY READING THE PROSPECTUS/PROXY STATEMENT AND SUPPLEMENTS THERETO RELATING TO THE TRANSACTION. Exhibit 99.1 NEWS RELEASE Dorchester Hugoton, Ltd. Suite 600 - LB 48 Release Date: January 29, 2003 1919 S. Shiloh Road Contact: James E. Raley Garland, Texas 75042 (972) 864-8610 - -------------------------------------------------------------------------------- DORCHESTER HUGOTON, LTD. ANNOUNCES SUCCESSFUL UNITHOLDER VOTE TO COMBINE INTO DORCHESTER MINERALS, L. P. AND ESTIMATE OF LIQUIDATING DISTRIBUTION DALLAS, TEXAS - January 29, 2003 -- Dorchester Hugoton, Ltd. (NASDAQ - DHULZ) announced today the results of the Special Meeting of Unitholders held January 29, 2003 in Dallas, Texas. Units representing 81% of Dorchester Hugoton's total outstanding units voted in favor of the proposed combination. Holders of Dorchester Hugoton's units will not have dissenter's rights as a result of the vote and in accordance with the previously announced terms of the combination. Also, Dorchester Hugoton announced today that Spinnaker Royalty Company, L.P. and the general partners and certain limited partners of Republic Royalty Company have approved the combination into Dorchester Minerals, L.P. Documentation of the approval of certain additional limited partners of Republic (the ORRI owners) is in the process of being obtained. Republic's general partners have expressed confidence that the required 100% consent can be achieved by January 31, 2003. As a result, assuming this consent is obtained as expected and all other conditions are satisfied, it is anticipated that the combination will close January 31, 2003. If the consent has not been obtained by January 31, 2003, the closing will be extended as necessary to complete that consent process. Should the combination close as expected, Unitholders of Dorchester Hugoton at the close of business January 31, 2003 will receive one common unit of Dorchester Minerals, L.P. for each partnership Unit of Dorchester Hugoton, plus a liquidating cash distribution that is estimated to be approximately $1.90 per Dorchester Hugoton Unit, subject to final adjustments. The final amount of the liquidating cash distribution will be determined and announced after the close of business on the day the combination closes. THE SECURITIES TO BE OFFERED IN CONNECTION WITH THE PROPOSED TRANSACTION WILL BE OFFERED ONLY PURSUANT TO A PROSPECTUS/PROXY STATEMENT INCLUDED IN A REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. ALL PARTNERS OF DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER ARE ADVISED TO READ THE PROSPECTUS/PROXY STATEMENT, AND SUPPLEMENTS THERETO, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE RELATED SOLICITATION/RECOMMENDATIONS THAT WERE PROVIDED TO EACH PARTNER REQUESTING SUCH PARTNER'S VOTE, BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. A COPY OF THE PROSPECTUS/PROXY STATEMENT AND RELATED SOLICITATION/RECOMMENDATIONS WERE MAILED TO PARTNERS ON OCTOBER 31, 2002, SUPPLEMENT NO. 1 WAS MAILED DECEMBER 13, 2002 AND SUPPLEMENT NO. 2 WAS MAILED JANUARY 24, 2003, AND ARE ALL AVAILABLE FROM DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER ON REQUEST. THE PROSPECTUS/PROXY STATEMENT, SUPPLEMENTS THERETO AND RELATED SOLICITATION/RECOMMENDATIONS ARE AVAILABLE ON THE INTERNET AT THE SECURITIES AND EXCHANGE COMMISSION'S WORLD WIDE WEB SITE AT HTTP://WWW.SEC.GOV. Dorchester Hugoton, Republic and Spinnaker and their respective General Partners, directors and/or officers, as applicable, may be deemed under the Rules of the Securities and Exchange Commission to be "participants in the solicitation" of proxies from the security holders of Dorchester Hugoton, Republic and Spinnaker in favor of the transaction. SECURITY HOLDERS OF DORCHESTER HUGOTON, REPUBLIC AND SPINNAKER MAY OBTAIN INFORMATION REGARDING THE INTERESTS OF THE "PARTICIPANTS IN THE SOLICITATION" BY READING THE PROSPECTUS/PROXY STATEMENT AND SUPPLEMENTS THERETO RELATING TO THE TRANSACTION. -30- -----END PRIVACY-ENHANCED MESSAGE-----