<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1999
REGISTRATION NO. 333-
=====================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
COSTILLA ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 75-2658940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------
BOBBY W. PAGE, SENIOR VICE PRESIDENT
COSTILLA ENERGY, INC.
400 WEST ILLINOIS, SUITE 1000 400 WEST ILLINOIS, SUITE 1000
MIDLAND, TEXAS 79701 MIDLAND, TEXAS 79701
(915) 683-3092 (915) 683-3092
(Address, including zip code, and (Name, address, including zip code,
telephone and number, including area and telephone number including area
code, of telephone number, Registrant's code, of agent for service)
principal executive offices)
---------------
Copies to:
RICHARD T. MCMILLAN
COTTON, BLEDSOE, TIGHE & DAWSON,
A PROFESSIONAL CORPORATION
500 WEST ILLINOIS, SUITE 300
MIDLAND, TEXAS 79701
(915) 684-5782
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [x] 333-70357
---------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PRICE PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par value 1,000,000 $2.125 $2,125,000 $591
===================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the amount of the registration fee on
the basis of the average of the high and low prices of the Common Stock
reported on the Nasdaq National Market on April 12, 1999.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-3 relating to the
registration of 3,000,000 shares of Common Stock, $0.10 par value, of Costilla
Energy, Inc. filed on January 8, 1999, file number 333-70357, as amended by
Amendment No. 1 filed on January 22, 1999 and Amendment No. 2 filed on February
11, 1999, are incorporated herein by reference.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
5.1............................. Opinion of Cotton, Bledsoe, Tighe & Dawson, P.C.
23.1............................ Consent of KPMG LLP
23.2............................ Consent of Williamson Petroleum Consultants
23.3............................ Consent of W. Scott Epley, P.E.
23.4............................ Consent of Cotton, Bledsoe, Tighe & Dawson, P.C. (included as part of Exhibit 5.1)
24.1............................ Power of Attorney
24.2............................ Certified copy of resolution of Board of Directors of Costilla Energy, Inc. authorizing
signature by Power of Attorney
</TABLE>
- ---------------------------
All of the above exhibits are filed herewith.
<PAGE> 4
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-3 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 this 15th day of April,
1999.
COSTILLA ENERGY, INC.
By: /s/ MICHAEL J. GRELLA*
----------------------------
Michael J. Grella
President and Chief Executive
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.
<TABLE>
<CAPTION>
NAME Title Date
---- ----- ----
<S> <C> <C>
/s/ MICHAEL J. GRELLA* President, Chief Executive April 15, 1999
- ---------------------------- Officer and Director
Michael J. Grella
/s/ CADELL S. LIEDTKE* Chairman of the Board and April 15, 1999
- ---------------------------- Director
Cadell S. Liedtke
/s/ HENRY G. MUSSELMAN* Executive Vice President April 15, 1999
- ---------------------------- and Director
Henry G. Musselman
/s/ JERRY J. LANGDON* Director April 15, 1999
- ----------------------------
Jerry J. Langdon
/s/ W.D. KENNEDY* Director April 15, 1999
- ----------------------------
W. D. Kennedy
/s/ SAMUEL J. ATKINS, III* Director April 15, 1999
- ----------------------------
Samuel J. Atkins, III
/s/ BOBBY W. PAGE Senior Vice President and April 15, 1999
- ---------------------------- Chief Financial Officer
Bobby W. Page
* /s/ BOBBY W. PAGE
- ----------------------------
Bobby W. Page,
Attorney in Fact
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
5.1.................... Opinion of Cotton, Bledsoe, Tighe & Dawson, P.C.
23.1................... Consent of KPMG LLP
23.2................... Consent of Williamson Petroleum Consultants
23.3................... Consent of W. Scott Epley, P.E.
23.4................... Consent of Cotton, Bledsoe, Tighe & Dawson (included as part of Exhibit 5.1)
24.1................... Power of Attorney
24.2................... Certified copy of resolution of Board of Directors of Costilla Energy, Inc. authorizing signature by
Power of Attorney
</TABLE>
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All of the above exhibits are filed herewith.
<PAGE> 1
EXHIBIT 5.1
[COTTON, BLEDSOE, TIGHE & DAWSON LETTERHEAD]
April 15, 1999
Costilla Energy, Inc.
400 West Illinois, Suite 1000
Midland, Texas 79701
Re: Registration Statement on Form S-3
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 1,000,000 shares of the
Company's Common Stock, $0.10 par value (the "Shares"). A Registration Statement
on Form S-3 covering the sale of the Shares was filed under the Act with the
Securities and Exchange Commission (the "Commission") on or about April 15, 1999
(the "Registration Statement").
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, and (iii) such other
agreements and instruments relating to the Company as we have deemed necessary
or appropriate 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, without
investigation into or verification of such information. Furthermore, 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 use as
copies are true, correct and complete copies of the originals thereof.
<PAGE> 2
Costilla Energy, Inc.
April 15, 1999
Page 2
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 have been 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 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 and to the reference to this Firm under the caption
"Legal Matters" in the Prospectus forming a part of 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 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 of the
Shares pursuant to the Registration Statement. 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
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG LLP
The Board of Directors
Costilla Energy, Inc.
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus. Our report
dated March 23, 1999, except as to Note 18, which is as of March 31, 1999,
contains an explanatory paragraph that states that the Company is experiencing
difficulty in generating sufficient cash flow to meet its obligations and
sustain its operations which raises substantial doubt about its ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of that uncertainty.
KPMG LLP
Midland, Texas
April 15, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ENGINEERS
As independent engineering consultants, we hereby consent to the use of
our reports and data extracted therefrom (and all references to our Firm)
incorporated by reference in or otherwise made a part of this Registration
Statement on Form S-3 relating to the registration of 1,000,000 shares of the
Common Stock, $0.10 par value, of Costilla Energy, Inc. to be filed with the
Securities and Exchange Commission on or about April 15, 1999.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Houston, Texas
April 15, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ENGINEER
As an independent engineering consultant, I hereby consent to the use
of my reports and data extracted therefrom (and all references to me and my
Firm) incorporated by reference in or otherwise made a part of this Registration
Statement on Form S-3 relating to the registration of 1,000,000 shares of the
Common Stock, $0.10 par value, of Costilla Energy, Inc. to be filed with the
Securities and Exchange Commission on or about April 15, 1999.
W. SCOTT EPLEY, P.E.
Midland, Texas
April 15, 1999
<PAGE> 1
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 or state
securities commission in connection with a Registration Statement or
Registration Statements on Form S-3 or other appropriate form seeking to
register 1,000,000 shares of Common Stock, $0.10 par value, of Costilla Energy,
Inc., for sale by Pioneer Natural Resources USA, Inc., the owner of said shares,
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 14th day of April,
1999.
\s\ Cadell S. Liedtke
---------------------------------------------
CADELL S. LIEDTKE, Chairman of the Board
and Director
\s\ Michael J. Grella
---------------------------------------------
MICHAEL J. GRELLA, President, Chief
Executive Officer and Director
\s\ Henry G. Musselman
---------------------------------------------
HENRY G. MUSSELMAN, Executive Vice
President, Chief Operating Officer and Director
\s\ Bobby W. Page
---------------------------------------------
BOBBY W. PAGE, Senior Vice President,
Treasurer, Chief Financial Officer and Secretary
\s\ Jerry Langdon
---------------------------------------------
JERRY LANGDON, Director
\s\ W. D. Kennedy
---------------------------------------------
W. D. KENNEDY, Director
\s\ Samuel J. Atkins, III
---------------------------------------------
SAMUEL J. ATKINS, III, Director
<PAGE> 1
EXHIBIT 24.2
CERTIFICATE OF RESOLUTION
I, Bobby W. Page, Secretary of Costilla Energy, Inc., a Delaware
Corporation, do hereby certify that the Board of Directors of Costilla Energy,
Inc., duly adopted the following resolutions as of April 13, 1999.
BE IT 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 or state
securities commission in connection with a Registration Statement or
Registration Statements on Form S-3 or other appropriate form seeking to
register 1,000,000 shares of Common Stock, $0.10 par value, of Costilla Energy,
Inc., for sale by Pioneer Natural Resources USA, Inc., the owner of said shares,
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 15th day of April, 1999.
/s/ Bobby W. Page
--------------------------------------------
Bobby W. Page, Secretary
