<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
MONTEREY RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1311 76-0511993
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
---------------------
<TABLE>
<S> <C>
5201 TRUXTUN AVENUE R. GRAHAM WHALING
SUITE NO. 100 5201 TRUXTUN AVENUE
BAKERSFIELD, CALIFORNIA 93309 SUITE NO. 100
(805) 322-3992 BAKERSFIELD, CALIFORNIA 93309
(Address, including zip code, and telephone number, (805) 322-3992
including area code, of registrant's (Name, address, including zip code, and telephone
principal executive offices) number,
including area code, of agent for service)
</TABLE>
Copies to:
<TABLE>
<S> <C>
G. MICHAEL O'LEARY, ESQ. MARC S. ROSENBERG, ESQ.
ANDREWS & KURTH L.L.P. TIMOTHY G. MASSAD, ESQ.
4200 TEXAS COMMERCE TOWER CRAVATH, SWAINE & MOORE
HOUSTON, TEXAS 77002 825 EIGHTH AVENUE
(713) 220-4200 NEW YORK, NEW YORK 10019
(212) 474-1000
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
---------------------
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, check the following box. [ ]
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 statement number of the earlier
effective registration statement for the same offering. [X] 333-12201
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
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. [ ]
The shares of Common Stock are not being registered for the purpose of
sales outside the United States.
CALCULATION OF ADDITIONAL REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE(1)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share..... 250,000(2) $14.50 $3,625,000 $1,099
============================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457.
(2) Amount represents an increase in the offering size from 7,900,000 shares to
8,150,000 shares of which 7,900,000 were previously registered.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Registration No. 333-12201) filed by Monterey Resources,
Inc. with the Securities and Exchange Commission on September 18, 1996, as
amended by Amendment No. 1 thereto filed on October 22, 1996, Amendment No. 2
thereto filed on November 6, 1996 and Amendment No. 3 thereto filed on November
13, 1996, which was declared effective on November 13, 1996, are incorporated
herein by reference.
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBITS
--------
<S> <C>
5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
23.1 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2 -- Consent of Price Waterhouse LLP.
23.3 -- Consent of Ryder Scott Company.
*24.1 -- Powers of Attorney.
</TABLE>
- ---------------
*Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (Registration No. 333-12201).
II-3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Houston, State of Texas,
on November 13, 1996.
MONTEREY RESOURCES, INC.
By: /s/ R. GRAHAM WHALING
------------------------------------
R. Graham Whaling
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- -------------------------- ------------------
<S> <C> <C>
/s/ R. GRAHAM WHALING Chairman of the Board, November 13, 1996
- --------------------------------------------- Chief Executive Officer
R. Graham Whaling and Director (Principal
Executive and Financial
Officer)
/s/ SCOTT D. HEFLIN Controller November 13, 1996
- ---------------------------------------------
Scott D. Heflin
/s/ JAMES L. PAYNE* Director November 13, 1996
- ---------------------------------------------
James L. Payne
/s/ HUGH L. BOYT* Director November 13, 1996
- ---------------------------------------------
Hugh L. Boyt
/s/ CRAIG A. HUFF* Director November 13, 1996
- ---------------------------------------------
Craig A. Huff
/s/ MICHAEL A. MORPHY* Director November 13, 1996
- ---------------------------------------------
Michael A. Morphy
/s/ ROBERT F. VAGT* Director November 13, 1996
- ---------------------------------------------
Robert F. Vagt
/s/ ROBERT J. WASIELEWSKI* Director November 13, 1996
- ---------------------------------------------
Robert J. Wasielewski
*By: /s/ TERRY L. ANDERSON
- ---------------------------------------------
Terry L. Anderson
Attorney-in-fact
</TABLE>
II-4
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
-------- -----------
<S> <C>
5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
23.1 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2 -- Consent of Price Waterhouse LLP.
23.3 -- Consent of Ryder Scott Company.
* 24.1 -- Powers of Attorney.
</TABLE>
- ---------------
*Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (Registration No. 333-12201).
<PAGE> 1
EXHIBIT 5.1
[ANDREWS & KURTH L.L.P. LETTERHEAD]
November 13, 1996
Monterrey Resources, Inc.
5201 Truxtun Avenue
Suite No. 100
Bakersfield, California 93309
Gentlemen:
We have acted as counsel for Monterrey Resources, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission pursuant
to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the
"Registration Statement") relating to the registration of the offering and sale
of 250,000 shares (the "Shares") of common stock, $.01 par value per share (the
"Common Stock").
As the basis for the opinion hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as we have deemed
necessary or advisable for the purposes of this opinion. In such examination we
have assumed the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the Shares to be issued and sold by the
Company, when issued and paid for as described in the Registration Statement,
will be validly issued, fully paid and non-assessable.
We express no opinion other than as to laws of the United States and
of the State of Texas and the corporate law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is rendered solely for your benefit in connection with
the above matter and may not be relied upon in any manner by any other person
or entity without our express written consent.
Very truly yours,
ANDREWS & KURTH L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-1 of our report dated September 17, 1996
relating to the balance sheet of Monterey Resources, Inc. ("Monterey"), and of
our report dated September 17, 1996 relating to the financial statements of the
Western Division of Santa Fe Energy Resources, Inc., (the "Western Division"),
both of which appear in the Registration Statement on Form S-1 of Monterey
Resources, Inc. (No. 333-12201). We also consent to the application of our
report on the Western Division to the Financial Statement Schedule for the
three years ended December 31, 1995 listed under Item 16(b) of the Registration
Statement when such schedule is read in conjunction with the financial
statements referred to in our report. The audits referred to in such report
also included this schedule. We also consent to the references to us under the
headings "Experts", "Summary Historical and Pro Forma Financial Information"
and "Selected Historical and Pro Forma Financial Information" in the Prospectus
constituting part of such Registration Statement. However, it should be noted
that Price Waterhouse LLP has not prepared or certified such "Summary
Historical and Pro Forma Financial Information" or "Selected Historical and Pro
Forma Financial Information."
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
November 13, 1996
<PAGE> 1
[Ryder Scott Company Petroleum Engineers letterhead]
EXHIBIT 23.3
CONSENT OF RYDER SCOTT COMPANY
We hereby consent to the references to our firm in this Registration
Statement on Form S-1 of Monterey Resources, Inc.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
--------------------------------------
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
November 13, 1996
