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.
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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
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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.
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