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As filed with the Securities and Exchange Commission on November 21, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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COSTILLA ENERGY, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 75-2658940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 WEST ILLINOIS, SUITE 1000 79701
MIDLAND, TEXAS (Zip Code)
(Address of principal executive offices)
OUTSIDE DIRECTORS STOCK OPTION PLAN
OF COSTILLA ENERGY, INC.
(Full Title of the Plan)
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BOBBY W. PAGE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
COSTILLA ENERGY, INC.
400 WEST ILLINOIS, SUITE 1000
MIDLAND, TEXAS 79701
(915) 683-3092
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
RICHARD T. MCMILLAN
COTTON, BLEDSOE, TIGHE & DAWSON
500 WEST ILLINOIS, SUITE 300
MIDLAND, TEXAS 79701
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT (1) PRICE (1) FEE
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Common Stock,
$.10 par value...... 50,000 $11.8125 $590,625 $179
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(1) Estimated solely for the purpose of computing the registration fee and
computed in accordance with Rule 457(h) based upon the average of the high
and low prices for securities of the same class as quoted on the Nasdaq
National Market on November 18, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
NOTE: The document(s) containing the information concerning the Outside
Directors Stock Option Plan of Costilla Energy, Inc. (the "Plan") required by
Item 1 of Form S-8 and the statement of availability of Registrant
information and other information required by Item 2 of this Form will be
sent or given to employees eligible to participate in the Plan as specified
by Rule 428. In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. The
Registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of any or all of the documents
included in such file.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference: (1) that
certain prospectus of Costilla Energy, Inc. (the "Company") dated October 2,
1996, relating to the initial public offering of 4,800,000 shares of the
Company's common stock, par value $0.10 per share (the "Common Stock"), which
is the latest prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Securities Act") that contains audited
financial statements for the Company's last fiscal year for which such
statements have been filed; (2) all other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since the end of the fiscal year covered by the
prospectus referred to in (1) above; and (3) the Registration Statement on
Form 8-A filed by the Company under Section 12 of the Exchange Act, and any
amendments thereto, containing the description of the Common Stock.
All documents hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment of this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered pursuant to this Registration
Statement have been registered under Section 12 of the Exchange Act by the
filing of a Registration Statement on Form 8-A as described in Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No expert named in the Registration Statement nor counsel for the Company
(1) was employed for such purpose on a contingent basis; (2) will receive a
direct or indirect interest in the Company or its subsidiaries; or (3) was a
promoter, underwriter, voting trustee, director, officer or employee of the
Company.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify certain persons, including officers and
directors and former officers and directors, and to purchase insurance with
respect to liability arising out of their capacity or status as officers and
directors. Such law provides further that the indemnification permitted
thereunder shall not be deemed exclusive of any other rights to which
officers and directors may be entitled under the corporation's bylaws, any
agreement or otherwise. Article IX of the Company's Certificate of
Incorporation and Article VI of the Company's Bylaws provide, in general,
that the Company shall indemnify its directors and officers under the
circumstances defined in Section 145 of the General Corporation Law of the
State of Delaware and gives authority to the Company to purchase insurance
with respect to such indemnification. The Company may in the future seek to
obtain insurance providing for indemnification of officers and directors of
the Company and certain other persons against liabilities and expenses
incurred by any of them in certain stated proceedings and under certain
stated conditions.
In addition, Section 102(b)(7) of the General Corporation Law of the
State of Delaware permits a corporation to limit the liability of its
directors subject to certain exceptions. In accordance with Section
102(b)(7), Article VI of the Company's Certificate of Incorporation provides,
in general, that a director of the Company shall not be personally liable for
monetary damages for breach of the director's fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit, and that the director's liability be further limited to the fullest
extent permitted under Delaware law, as the same may be amended from time to
time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1* Certificate of Incorporation of the Company.
4.2* Bylaws of the Company.
4.3* Specimen Common Stock Certificate.
5.1 Opinion of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation.
10.1* Outside Directors Stock Option Plan of Costilla Energy, Inc.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Williamson Petroleum Consultants, Inc.
23.3 Consent of Elms, Faris & Co., P.C.
23.4 Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed
as Exhibit 5.1 to this Registration Statement.)
24.1 Power of Attorney.
24.2 Certified copy of resolution of Board of Directors of
Costilla Energy, Inc. authorizing signature pursuant
to Power of Attorney.
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*These exhibits are incorporated herein by reference to the exhibits to the
Company's Registration Statements on Form S-1, Registration No. 333-08913 and
Registration No. 333-08909, filed with the Commission.
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
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(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or Form
F-3 and the information required to be included in the post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The Company hereby further undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's Annual
Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of the Plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities
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offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Midland, State of Texas, on
November 20, 1996.
COSTILLA ENERGY, INC.
(Registrant)
By: /s/ Bobby W. Page
------------------------------------
Bobby W. Page,
Senior Vice President, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ CADELL S. LIEDTKE* Chairman of the Board, November 20, 1996
- ----------------------- Chief Executive Officer and
Cadell S. Liedtke Director
/s/ MICHAEL J. GRELLA* President, Chief Operating November 20, 1996
- ----------------------- Officer and Director
Michael J. Grella
/s/ HENRY G. MUSSELMAN* Executive Vice President November 20, 1996
- ----------------------- and Director
Henry G. Musselman
/s/ BOBBY W. PAGE Senior Vice President, November 20, 1996
- ----------------------- Treasurer, and Chief
Bobby W. Page Financial Officer
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/s/ W. D. KENNEDY* Director November 20, 1996
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W. D. Kennedy
/s/ JERRY J. LANGDON* Director November 20, 1996
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Jerry J. Langdon
*By: /s/ BOBBY W. PAGE
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Bobby W. Page,
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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4.1* Certificate of Incorporation of the Company.
4.2* Bylaws of the Company.
4.3* Specimen Common Stock Certificate.
5.1 Opinion of Cotton, Bledsoe, Tighe & Dawson,
a Professional Corporation.
10.1* Outside Directors Stock Option Plan of Costilla Energy, Inc.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Williamson Petroleum Consultants, Inc.
23.3 Consent of Elms, Faris & Co., P.C.
23.4 Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed
as Exhibit 5.1 to this Registration Statement.)
24.1 Power of Attorney.
24.2 Certified copy of resolution of Board of Directors of
Costilla Energy, Inc. authorizing signature pursuant
to Power of Attorney.
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*These exhibits are incorporated herein by reference to the exhibits to the
Company's Registration Statements on Form S-1, Registration No. 333-08913 and
Registration No. 333-08909, filed with the Commission.
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EXHIBIT 5.1
COTTON, BLEDSOE, TIGHE & DAWSON
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
SUITE 300
500 WEST ILLINOIS
MIDLAND, TEXAS 79701-4337
P.O. BOX 2776 ZIP 79702-2776
TELEPHONE (915) 684-5782
FAX (915) 682-3672
November 20, 1996
Costilla Energy, Inc.
400 West Illinois, Suite 1000
Midland, Texas 79701
Re: Registration Statement on Form S-8
Outside Directors Stock Option Plan of Costilla Energy, Inc.
Gentlemen:
We have acted as counsel for Costilla Energy, Inc., a Delaware corporation
(the "Company") in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 50,000 shares (the "Shares") of the common
stock, par value $0.10 per share (the "Common Stock") of the Company reserved
for issuance under the Outside Directors Stock Option Plan of Costilla Energy,
Inc. (the "Plan"). A Registration Statement on Form S-8 (the "Registration
Statement") covering the sale of the Shares was filed under the Act with the
Securities and Exchange Commission (the "Commission").
In reaching the conclusions expressed in this opinion, we have examined
signed copies of the Registration Statement and all exhibits thereto. We have
also examined and relied upon originals or copies certified to our satisfaction,
of (i) the Certificate of Incorporation and Bylaws of the Company, (ii) minutes
and records of the corporate proceedings of the Company with respect to the
issuance of the Shares and related matters, (iii) the Plan, and (iv) such other
agreements and instruments relating to the Company as we have deemed necessary
or appropriate
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Costilla Energy, Inc.
November 20, 1996
Page 2
for the purposes of the opinions hereinafter expressed. In rendering such
opinions, we have relied, to the extent we deemed reasonable, on certificates
and certain other information provided to us by officers of the Company and
public officials as to matters of fact of which the maker of such certificates
or the person providing such information had knowledge. Furthermore, in
rendering such opinions we have assumed that the signatures on all documents
examined by us are genuine, that all documents and corporate record books
submitted to us as originals are authentic, accurate and complete, and that
all documents submitted to us as copies are true, correct and complete copies
of the originals thereof.
Based solely upon the foregoing, subject to the assumptions, limitations
and qualifications set forth herein, and specifically limited in all respects to
the laws of the State of Texas, of the United States of America and the General
Corporation Law of the State of Delaware, we are of the opinion that the Shares
registered pursuant to the Registration Statement have been duly and validly
authorized by the Company, and when paid for, issued or sold and delivered in
accordance with the terms of the Plan such Shares will be legally issued, fully
paid and nonassessable. Please note in this regard that we are not licensed to
practice law in the State of Delaware, but we have reviewed Delaware law in
connection with the opinions expressed herein.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
This opinion is rendered only to the Company and solely for the benefit of
the Company and the Commission in connection with the registration and the
issuance of the Shares pursuant to the Registration Statement and the Plan,
respectively. This opinion may not be otherwise used, circulated, quoted,
relied upon, or referred to by you or the Commission for any other purpose or by
any other person, firm or corporation for any purpose, without our prior written
consent.
Yours very truly,
COTTON, BLEDSOE, TIGHE & DAWSON
By: /s/ Dan G. LeRoy
Dan G. LeRoy
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Costilla Energy, Inc.
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Midland, Texas
November 20, 1996
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EXHIBIT 23.2
[Letterhead]
CONSENT OF INDEPENDENT ENGINEERS
As independent oil and gas consultants, we hereby consent to the use of our
report entitled "Summary Letter (for Inclusion in a Prospectus Included in a
Registration Statement for Costilla Energy, Inc. on Form S-1) Combining
Specific Data from Two Williamson Petroleum Consultants, Inc. Evaluations (1)
to the Interests of Costilla Petroleum Corporation in Various Properties and
(2) to the Interests of Parker & Parsley Petroleum USA, Inc. in Various
Properties Included in Their First Quarter 1996 Sales Package, Effective
April 1, 1996, Williamson Project 6.8393" dated July 23, 1996 prepared for
Costilla Energy, Inc. (the Company), and data extracted therefrom (and all
references to our Firm) included in or made a part of the Company's
prospectus dated October 2, 1996 relating to its initial public offering of
common stock which was filed on a Form S-1 Registration Statement under the
Securities Act of 1933, as amended, which Prospectus is incorporated by
reference into this Registration Statement on Form S-8 to be filed by
Costilla Energy, Inc. with the Securities and Exchange Commission, on or
about November 20, 1996, for the Outside Directors Stock Option Plan.
/s/ Williamson Petroleum Consultants, Inc.
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WILLIAMSON PETROLEUM CONSULTANTS, INC.
Houston, Texas
November 20, 1996
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EXHIBIT 23.3
CONSENT OF ELMS, FARIS & CO., P.C.
The Board of Directors
Costilla Energy, Inc.
We consent to the use of our reports incorporated herein by reference.
ELMS, FARIS & CO., P.C.
Dallas, Texas
November 12, 1996
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, being certain of the
Officers and all of the Directors of Costilla Energy, Inc., a Delaware
Corporation, do hereby constitute and appoint Michael J. Grella and Bobby W.
Page, or either of them, with full power of substitution, our true and lawful
attorneys and agents, to do any and all acts and things in our names in the
capacities indicated which Michael J. Grella and Bobby W. Page, or either of
them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended, any state securities laws and any
rules, regulations and requirements of the Securities and Exchange Commission
in connection with a Registration Statement or Registration Statements on
Form S-8 seeking to register shares of Common Stock, $.10 par value, of
Costilla Energy, Inc., to be issued under the Outside Directors Stock Option
Plan of Costilla Energy, Inc., including specifically, but not limited to,
the power and authority to sign such Registration Statement, any and all
amendments (including post-effective amendments) to such Registration
Statement and any other forms or documents related to such Registration
Statement which are required under federal or state securities laws for us,
or any of us, in our names in the capacities indicated; and we do hereby
ratify and confirm all that Michael J. Grella and Bobby W. Page, or either of
them, shall do or cause to be done by virtue hereof. This Power of Attorney
may be signed in any number of counterparts, and each such counterpart shall
be considered an original hereof.
IN WITNESS WHEREOF I have hereunto set my hand this 4th day of November,
1996.
/s/ Cadell S. Liedtke
-----------------------------------------
CADELL S. LIEDTKE, Chairman of the Board,
Chief Executive Officer and Director
/s/ Michael J. Grella
----------------------------------------
MICHAEL J. GRELLA, President, Chief
Operating Officer and Director
/s/ Henry G. Musselman
----------------------------------------
HENRY G. MUSSELMAN, Executive Vice
President and Director
/s/ Bobby Page
----------------------------------------
BOBBY W. PAGE, Senior Vice President,
Treasurer and Chief Financial Officer
/s/ Jerry Langdon
----------------------------------------
JERRY LANGDON, Director
/s/ W. D. Kennedy
----------------------------------------
W. D. KENNEDY, Director
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Exhibit 24.2
CERTIFICATE OF RESOLUTION
I, Clifford N. Hair, Jr., Secretary of Costilla Energy, Inc., a Delaware
Corporation, do hereby certify that the Board of Directors of Costilla Energy,
Inc., acting by unanimous consent, duly adopted the following resolutions as of
November 4, 1996.
BE IT FURTHER RESOLVED that the directors and officers of the Company are
hereby authorized and directed to execute and deliver a Power of Attorney to
Michael J. Grella and Bobby W. Page in the following form:
"KNOW ALL MEN BY THESE PRESENTS, the undersigned, being certain of the
Officers and all of the Directors of Costilla Energy, Inc., a Delaware
Corporation, do hereby constitute and appoint Michael J. Grella and Bobby W.
Page, or either of them, with full power of substitution, our true and lawful
attorneys and agents, to do any and all acts and things in our names in the
capacities indicated which Michael J. Grella and Bobby W. Page, or either of
them, may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, any state securities laws and any rules,
regulations and requirements of the Securities and Exchange Commission in
connection with a Registration Statement or Registration Statements on Form S-8
seeking to register shares of Common Stock, $.10 par value, of Costilla Energy,
Inc., to be issued under the Outside Directors Stock Option Plan of Costilla
Energy, Inc., including specifically, but not limited to, the power and
authority to sign such Registration Statement, any and all amendments (including
post-effective amendments) to such Registration Statement and any other forms or
documents related to such Registration Statement which are required under
federal or state securities laws for us, or any of us, in our names in the
capacities indicated; and we do hereby ratify and confirm all that Michael J.
Grella and Bobby W. Page, or either of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in any number of
counterparts, and each such counterpart shall be considered an original hereof."
BE IT FURTHER RESOLVED that the officers of the Company are hereby
authorized and directed to take all such further action as they may deem
advisable in order to carry out the intent and purposes of the foregoing
resolution.
IN WITNESS WHEREOF, I have hereunto set my hand on behalf of this
corporation this 7th day of November, 1996.
\s\ Clifford N. Hair, Jr.
---------------------------------
Clifford N. Hair, Jr., Secretary
