Free Notice (Other) - District Court of Colorado - Colorado

Case 1:01-cv-00413-JLK-BNB

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 01-K-0413(BNB)

3 M.D. MARK, INC., 4 Plaintiff, 5 v. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ORAL DEPOSITION OF PAUL SCHLIRF, produced as a witness at the instance of the Plaintiff and duly sworn, was taken in the above-styled and numbered cause on the 27th day of February, 2003, from 9:15 a.m. to 12:23 p.m., before Linda K. Garrison, Certified Shorthand Reporter in and for the State of Texas, reported by computerized stenotype machine at the offices of Kerr-McGee Corporation, 16666 Northchase Drive, Houston, Texas, pursuant to the Federal Rules of Civil Procedure. ORAL DEPOSITION PAUL SCHLIRF FEBRUARY 27, 2003 KERR-MCGEE CORPORATION and ORYX ENERGY COMPANY, Defendants.

ESQUIRE DEPOSITION SERVICES

(713)524-4600

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Deposition of Paul Schlirf, Page 4 line 9
9 Q. Mr. Schlirf...

Deposition of Paul Schlirf, Page 5 line 22 through Page 7, line 25
22 23 24 25 Q. First of all, if you would tell me your

educational background. A. I have a B.S. degree in geology from North

Carolina State University.

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Q. A. Q. A.

All right. 1978.

And when did you earn that?

And where did you grow up? Georgia; Atlanta, Georgia; and Charlotte,

North Carolina. Q. A. Q. Charleton? Charlotte, North Carolina. Oh, Charlotte. All right. And after you

got your B.S. degree in geology, where did you go to work? A. My first job was with Amoco Production

Company in New Orleans. Q. A. Q. Company? A. Q. A. I was a geophysicist. All right. And then where did you go? And how long were you there? Six years. And what did you do for Amoco Production

Anadarko Production Company in Houston.

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Q. Anadarko? A. Q. A.

All right.

And how long were you with

About six years. And where did you go after Anadarko? Kerr-McGee, which is where I am today, and

I've been here about 13 years.

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Q.

Okay.

What is your current job title at

Kerr-McGee? A. Q. Director, Exploration Technology. And as the Director of Exploration

Technology, what do you do? A. Manage a group of geophysicists and

geologists that provide services to the organization. It's a service group. Q. And how long have you been Manager of

Exploration Technology? MR. HAMMOND: director. Q. A. (BY MR. PELZ) Oh, I'm sorry, director. Actually, he's the

That official title, probably about three

years, make it four years. Q. A. Services. Q. A. And who is that? Susan Lloyd. Okay. And then who do you report to?

I report to the Vice President of Business

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Q.

All right.

As Director of Exploration

Technology, do you provide -- I'm trying to figure out how to say this -- support for exploration and development -A. Yes.

Deposition of Paul Schlirf, Page 8 line 12 through Page 9, line 2
12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q. A. Q. Okay. What company are you employed by?

Kerr-McGee Oil & Gas Corporation. All right. And how long have you been

employed by Kerr-McGee Oil & Gas Corporation? A. Actually, I guess -- I don't know

physically that entity or that name how long I've been employed with that company name. Q. Were you Director of Exploration Technology

before the merger? A. As far as the exact title name, some things

changed organizationally when we merged the two companies together. I'm trying to think of what the

official title was before that, because we had a much smaller group. I think at that time my title was

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still Manager of Worldwide Geophysics prior to the merger.

Deposition of Paul Schlirf, Page 20 line 21 through line 25
21 22 Q. Okay. When was the first time you became

involved with the issue of transferability of seismic

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data in the merger between Oryx and Kerr-McGee? A. Probably a few months after the merger

announcement.

Deposition of Paul Schlirf, Page 28 line 15 through Page 29, line 16
15 16 17 18 19 20 21 22 23 24 25 Q. Let me ask you this. You did talk to some

seismic data owners during this process, didn't you? A. Q. A. Yes. And who did you talk to? Various sales representatives, vice

presidents or presidents of companies. Q. Okay. Can you tell me which ones that you

talked to? A. Q. A. Someone at TGS. Do you remember their name? I think his name was John Adamick,

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A-d-a-m-i-c-k.

I'm trying to remember if I had Someone at

personal conversations or just e-mails. SEI. Q. A. Who did you talk to at SEI? Bobby Patrick. Who else?

Western Geco or

Western Geophysical at the time, and I don't recall the name of the individual I talked to, Geco at the time before the merger, before Western Geco merged. I don't recall who I talked to specifically there. mean, most of the large contractors in the marine I

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sector I talked to, probably had talked to. Q. Okay. And what conversations -- tell me

what the general topic of the conversations were. A. What were going to be the transfer fees

involved if the language was such in the contracts that, you know, we were going to be required to pay.

Deposition of Paul Schlirf, Page 30 line 8 through Page 31, line 13
8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 2. Q. Okay. When you had conversations with

these people, did you tell them what company the data would be transferred to? A. I don't recall specifically, probably say

Kerr-McGee, but I don't know what I -- I'm certain I said it would be Kerr-McGee, but to the extent of what the official name was I don't recall. Q. Okay. I want you to look on Exhibit Number

Do you see in the second paragraph where it says

"Contingent upon approval of the merger by the companies' shareholders, Oryx hereby requests that you consent to the transfer of the seismic data presently in Oryx's possession and the transfer of the Seismic Data License Agreements referenced herein to Kerr-McGee Oil & Gas Corporation, a subsidiary of Kerr-McGee Corporation, located in Houston, Texas, effective as of the closing date of the merger"? A. Uh-huh.

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Q.

All right.

Now, did you have any -- now,

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this letter said that the data was going to be transferred to Kerr-McGee Oil & Gas Corporation. A. Q. Okay. Now, you have not always worked for

Kerr-McGee Oil & Gas Corporation, have you? A. question. I don't know. I can't answer that

I don't remember the dates and the names I'm not a -- you know, as far as I'm

of the company.

concerned, I've always worked for Kerr-McGee Oil & Gas Corporation. Q. Nothing has changed on my end.

Isn't it true that you always believed you

were working for Kerr-McGee Corporation?

Deposition of Paul Schlirf, Page 32 line 10 through Page 33, line 1
10 11 12 13 14 15 16 17 18 19 20 21 22 23 Q. Okay. Let me ask you this. How many

people total do you think that you had conversations with, how many different geophysical brokers, contractors, whoever else you had conversations with? A. Q. A. Q. As pertains to this? Yeah. Between five and ten. Okay. And now that we've taken a little

break, can you think of any more contractors that you may have talked to other than the four that you've identified previously? A. You'd have to read back to me the ones that

I had already mentioned. Q. TGS, SEI, Western Geophysical, Geco. Did

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you talk to somebody from Diamond? A. Yes, Veritas, maybe called Digicon at the

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time.

I don't know the corporate name.

Deposition of Paul Schlirf, Page 37 line 1 through line 25
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Q. Okay. Now, in any of the conversations

that you had with people, did you tell anybody that there was a limited partnership created by the name of Sun Operating Limited Partnership? A. Q. No. Did you tell anybody that there was an

entity called Kerr-McGee Oil & Gas Onshore Limited Partnership? A. Q. A. Q. No. Do you know what that is? No. Have you ever heard of Kerr-McGee Oil & Gas

Onshore Limited Partnership? A. Q. No. Have you ever heard of Kerr-McGee Oil & Gas

Onshore Limited Liability Company? A. No. Oh, Kerr-McGee Onshore, LLC, I think

I've seen that as the title of onshore division or whatever. I've seen it written down somewhere. I

don't know what it means. Q. Well, let me ask you this. What's the

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relationship between Kerr-McGee Oil & Gas Company and Kerr-McGee Oil & Gas Onshore, LLC? A. I think you said the word "entity." I

don't know the legal -- I don't know legal or

Deposition of Paul Schlirf, Page 40 line 23 through Page 42, line 25
23 as 24 25 Exhibit Number 5. A. No. Have you ever seen this before? Q. I'm going to show you what's been marked

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A.

The only people that I recall in the room

at the table were Bobby Patrick, Glenn Morton, myself, Dave Christian was not there, Brian Lindsey was not there, neither one were conferenced in. can't remember the fourth person in the room. might have been Randy Johns. I

It

Randy Johns is an

employee of SEI. I don't recall -- I know our sales Q. Why don't you read it over, because your name is mentioned there? A. Q. Right. Okay.

Do you recall having this conversation with

Bobby Patrick? A. I'm trying to remember. I only remember

sitting down at a table with him one time, but I'm not sure the timing on this letter relative to that. If there were other conversations Bobby Patrick had with other folks, I don't know about those. He says

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here his discussions were with Glenn Morton, Dave Christian. I remember having some discussions with

Bobby Patrick around the table downstairs. Q. Okay. Was it you and Brian Lindsey and

Bobby Patrick, Glenn Morton?

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representative. Q. In this memo it states "As the meetings

have progressed SEI started the process by a proposal

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of $4 million." A. Q. made? A. Yes.

Do you recall that?

And were you there when that proposal was

I don't know.

It may have come in written

form, and they delivered that message at that meeting to my knowledge. Q. And then it says "We were extremely shocked Were you shocked?

to hear such a large figure." A. Yeah, I guess.

I don't recall, but it

seems like a large figure. Q. All right. And then it says to which we

countered with 1,500,000. A. Q. A. down. Okay. Who had the authority to make an offer? I'm just trying to think of how this went It's been a while. I don't recall who The

officially had the authority to make the offer.

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offer letters were delivered through Dave Christian's office. The formal letters, as I recall, went out As far as to make the offer, I

through that office.

don't recall if we in the negotiation process for the transfer fees -- I don't recall the decision process as to whether we discussed it with Dave or Glenn. just don't recall. I

I do recall that offers went out

Deposition of Paul Schlirf, Page 78 line 12 through Page 79, line 7
12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q. Is it fair to state that even in England

the owners of seismic data were asking for substantial transfer fees because of the merger? A. Yes. These international companies -- CGG

sells data all over the world so it was regardless of where they were. vendor. CGG is an international seismic

So they were asking for transfer fees for

data that was in the UK also, Oryx assets. Q. But there are foreign corporations that

also license seismic data to Kerr-McGee and Oryx. Isn't that correct? A. Q. That's correct. And those foreign companies also wanted to Isn't that correct?

be paid transfer fees.

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A.

I can't recall the specifics, but, yeah, if

there was language in their contracts -- you know, this looks like theirs had some language in there.

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Again, I would be speculating.

I'm trying to think

of which international companies -- CGG is the one that strikes me right off the bat. Most of the other

companies we were dealing with were US companies.

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