ITEM 1. LEGAL PROCEEDINGS
Tri-Deck/Perry Gas Litigation
During 1995, WRT entered into a marketing agreement with Tri-Deck Oil
and Gas Company ("Tri-Deck") pursuant to which Tri-Deck would market all of
WRT's oil and gas production. Subsequent to the agreement, Tri-Deck's principal
and WRT's Director of Marketing, James Florence, assigned to Plains Marketing
its right to market WRT's oil production and assigned to Perry Oil & Gas its
right to market WRT's gas production. During early 1996, Tri-Deck failed to make
payments to WRT attributable to several months of its gas production.
Consequently, WRT responded in two ways. First, on May 20, 1996, WRT filed a
Motion to Reject the Tri-Deck Marketing Agreement. Second, on May 29, 1996, WRT
initiated an adversary proceeding against Tri-Deck and Perry Oil and Gas ("Perry
Gas"). Perry Gas was the party, which ultimately purchased WRT's gas production
for the months in question.
With respect to the Motion to Reject, the Bankruptcy Court authorized
the rejection and directed Tri-Deck and WRT to determine the amount of
production proceeds attributable to WRT's June gas production which were payable
to WRT. Consequently, Perry Gas thereafter made payment to WRT of the June gas
proceeds less $75,000 for a set-off claim by Perry Gas, which is subject to
further consideration by the Bankruptcy Court.
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Next, with respect to the adversary proceeding, WRT sought turnover by
Tri-Deck and/or Perry Gas of all unpaid production proceeds payable to WRT under
the marketing agreement and the issuance of a temporary restraining order and
preliminary injunction against both parties to prevent further disposition of
such proceeds pending outcome of the proceedings. On May 31, 1996, the
Bankruptcy Court entered a consensual temporary restraining order against both
Tri-Deck and Perry Gas. On June 18, 1996, a Preliminary Injunction was entered
by the Court which required Perry Gas to segregate into a separate depository
account the funds due for the purchase of WRT's April and May 1996 gas
production from Tri-Deck. Subsequently, upon motion by WRT the Court ordered
such funds to be placed into the Bankruptcy Court's registry, as Perry Gas had
made certain withdrawals from the separate depository account without
authorization by the Court. Currently, funds in the amount of approximately
$1,700,000 remain in the registry of the Court. Additionally, a dispute exists
between WRT and Perry Gas as to additional funds owed by Perry Gas for the
purchase of WRT's April and May 1996 gas production. Currently, the adversary
proceeding remains pending as to the ultimate issue of ownership of proceeds.
Tri-Deck has also filed an answer and counterclaim in which Tri-Deck is
asserting, among other items, damages for tortoise interference of its
contractual relationships with others. Recovery of the $1,700,000 receivable is
dependent on the court rendering a favorable ruling on the issue. As of the date
of the report, the court has not ruled on this issue. Although management
believes that Tri-Deck's claim to the funds in the registry of the court is
invalid, and the aforementioned counterclaim is without merit, for financial
reporting purposes the receivable from Tri-Deck was fully reserved for as of
June 30, 1998.
On January 20, 1998, the Company and the Litigation Trust entered into a
Clarification Agreement whereby the rights to pursue the Tri- Deck claim were
assigned to the Litigation Trust. In connection with this agreement, the
Litigation Trust agreed to reimburse the Company $100,000 for legal fees the
Company had incurred in connection with this and other related claims. As
additional consideration for the contribution of this claim to the Litigation
Trust, the Company is entitled to 85% of the net proceeds from this claim.
Title to Oil and Gas Properties
During 1996, WRT received notice from Wildwing Investments, Inc. ("Wildwing")
claiming that WRT's title had failed as to approximately 43 acres in the Bayou
Pigeon Field. Some or all of the acreage in dispute is considered to be
productive in three separate production units. The Company's working interest in
three units was reduced to approximately 7% (5% Net Revenue Interest, ("NRI"))
75% (63% NRI), and 95% (72% NRI). The financial statements as of and for the
periods ending June 30, 1998 and December 31, 1997, reflect operating results
and proved reserves discounted for of this possible title failure. As the title
failure predates its ownership of the field, the Company is currently evaluating
its recourse against the predecessors-in-title relative to this issue. On May
21, 1998, the Company entered into a settlement agreement with Wildwing, which
provides that the Stakeholders, who are currently holding funds in suspense
attributable to mineral mineral production from leases made the subject of the
lawsuit, will be instructed by the Company and Wildwing to distribute $270,000
to Wildwing in full and final compromise of such litigation. Additional sums
held by the Stakeholders are to be distributed to the lessors of the leases made
the subject of the litigation an amount for payment of royalties due and owing
up to the date of this filing. The balance held by the Stakeholders will
thereafter be distributed to the Company.
One June 29, 1998, a Stakeholder remitted to the Company, the balance of
funds they held in suspense attributable to this lease. As of this filing date,
final distribution to the lessors was not complete. On July 31, 1998, a
Stakeholder distributed funds they held in suspense to the lessors and remitted
the balance to the Company.
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On June 30, 1998, Production Management Corporation ("PMC") initiated
litigation against the Company in the United States District Court of the
Western District of Louisiana, Lafayette-Opelousas Division, alleging breach of
contract and the failure of the Company to pay certain invoices related to
services allegedly provided to the Company. The complaint seeks monetary damages
in the amount of $388,000 plus interest, certain legal costs and 10% in attorney
fees. The litigation is in its earliest stages and discovery has not yet begun.
The Company is currently reviewing the claims set forth in the lawsuit to
determine the appropriate response thereto.
On July 20, 1998, Sanchez Oil & Gas Corporation ("Sanchez") initiated
litigation against the Company in the Fifteenth Judicial District Court, Parish
of Lafayette, State of Louisiana. In it petition, Sanchez alleges, among other
things, that the Company was obligated, by virtue of the terms of a letter dated
June 26, 1997, between Sanchez and the Company (the "Sanchez Letter"), to grant
a sublease to Sanchez for an undivided 50% interest in two of the Company's oil,
gas and mineral leases covering land located in the North Bayou Penchant area of
Terebonne Parish, Louisiana. Pursuant to this lawsuit, Sanchez is seeking: (i)
specific performance by the Company of the contractual obligation that Sanchez
alleges to be present in the Sanchez Letter, and (ii) monetary damages. The
litigation is in its earliest stages and discovery has not yet begun. In
addition, the Company is currently reviewing the claims set forth in the lawsuit
to determine the appropriate response thereto.
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