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As filed with the Securities and Exchange Commission on March 7, 1994
Registration No. 33-52115
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________
WAINOCO OIL CORPORATION
(Exact name of registrant as specified in its charter)
WYOMING 74-1895085
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1200 SMITH STREET, SUITE 2100
HOUSTON, TEXAS 77002
(713) 658-9900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JULIE H. EDWARDS
WAINOCO OIL CORPORATION
1200 SMITH STREET, SUITE 2100
HOUSTON, TEXAS 77002
(713) 658-9900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
DOUGLAS Y. BECH
GARDERE & WYNNE, L.L.P.
7250 TEXAS COMMERCE TOWER
600 TRAVIS STREET
HOUSTON, TEXAS 77002-3007
(713) 547-3500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
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.
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 THAT 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 SECTION 8(A), MAY
DETERMINE.
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PROSPECTUS
175,275 Shares
WAINOCO OIL CORPORATION
Common Stock
_______________________
This Prospectus relates to 175,275 shares (the "Shares") of Common
Stock, without par value ("Common Stock"), of Wainoco Oil Corporation (together
with its subsidiaries, when applicable, the "Company") that the Company is
offering in exchange for Interim Receipts (the "Interim Receipts") the Company
issued for $883,386. The Interim Receipts entitle the holder thereof to one
share of Common Stock and were issued in a flow-through share transaction that
allocated to such holder the Canadian tax deductions attributable to certain of
the Company's exploration and development activities in Canada. The Company
will bear certain expenses of the offering.
_______________________
SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN
THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________
The date of this Prospectus is March 8, 1994.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements, and other information may be inspected and copied at the
public reference facilities the Commission maintains at its offices at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549- 1004, as well
as the Commission's Regional Offices located at 7 World Trade Center, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549-1004. The Company's Common Stock is listed on the New York Stock
Exchange and the Alberta Stock Exchange, the Company's 10-3/4% Subordinated
Debentures Due 1998 are listed on the American Stock Exchange and the Company's
12% Senior Notes Due 2002 are listed on the New York Stock Exchange. The
Company's registration statements, reports, proxy statements and other
information may also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, the American Stock
Exchange, 86 Trinity Place, New York, New York 10006 and the Alberta Stock
Exchange, Stock Exchange Tower, 300 Fifth Avenue, S.W., Calgary, Alberta T2P
3C4.
This Prospectus, which constitutes a part of a registration statement
(the "Registration Statement") the Company has filed with the Commission under
the Securities Act, omits certain information set forth in the Registration
Statement. Reference is hereby made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company and the
securities offered hereby. Statements contained herein concerning the
provisions of such documents are necessarily summaries of such documents, and
each such statement is qualified in its entirety by reference to the copy of
the applicable document filed with the Commission. Copies of the Registration
Statement and the exhibits thereto are on file at the Commission's offices and
may be obtained upon payment of the fee prescribed by the Commission, or may be
examined without charge at the Commission's public reference facilities
described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company has filed (File No. 1-7627) the following documents with
the Commission pursuant to the Exchange Act, these documents are incorporated
by reference and made a part of this Prospectus: (a) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993 (filed February
24, 1994), and (b) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A (filed November 15, 1972).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing thereof. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for all purposes of this
Prospectus to the extent a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request, a copy of any or
all of the documents incorporated by reference as a part of the Registration
Statement (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Requests should be directed to the principal
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executive office of Wainoco Oil Corporation, 1200 Smith Street, Suite 2100,
Houston, Texas 77002, Attention: Julie H. Edwards, Vice President -- Secretary
& Treasurer (telephone: (713) 658-9900).
THE COMPANY
The Company is an independent energy company that explores for and
produces oil and natural gas in North America, principally in western Canada,
the onshore and shallow offshore Gulf Coast region of the United States,
selected areas of the midcontinent and the Los Angeles Basin. Exploration and
development activities are conducted by the Company directly and through joint
drilling and operating arrangements. Oil and natural gas reserves are also
obtained through the acquisition of producing properties. The Company also
operates a crude oil refinery in Cheyenne, Wyoming and has an interest in a
crude oil pipeline that runs from Guernsey, Wyoming to the refinery.
The Company is a Wyoming corporation and is the successor to an
Alberta, Canada company originally incorporated under the laws of Ontario,
Canada in 1949. The Company has three principal offices, one in Houston,
Texas, which is the Company's corporate headquarters, one in Calgary, Alberta,
and one in Denver, Colorado. The Company's executive office is located at 1200
Smith Street, Suite 2100, Houston, Texas 77002, and its telephone number is
(713) 658-9900.
INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the following factors,
in addition to the other information in this Prospectus, when contemplating an
investment in the Common Stock.
EXPLORATION AND PRODUCTION OPERATIONS
Market Conditions. Revenues generated by the Company's operations and
the carrying value of its oil and natural gas properties are highly dependent
on the prices of and demand for oil and natural gas. The Company's ability to
maintain its borrowing capacity and to obtain additional capital on attractive
terms also is substantially dependent on oil and natural gas prices. Various
factors beyond the Company's control affect prices of oil and natural gas,
including worldwide and domestic supplies of oil and gas, political and
economic conditions, the ability of the members of the Organization of
Petroleum Exporting Countries ("OPEC") to agree to and maintain price and
production controls, political instability or armed conflict in oil-producing
regions, the price of foreign imports, the level of consumer demand, the price
and availability of alternative fuels, the availability of pipeline capacity
and changes in existing federal, state or provincial regulations, taxes and
price controls. In addition, declines in the prices of oil and gas could
require write-downs in the carrying value of the Company's oil and gas
properties.
The Company's long-term purchasers have, for various reasons, in the
past curtailed purchases of natural gas. Substantial curtailments in
deliveries of gas for an extended time from any of the Company's major
producing properties could have a material adverse effect on the Company unless
alternate purchasers can be found and the gas sold at reasonable prices. There
can be no assurance that curtailments of gas purchases will not take place or
that their impact on the Company will not be material.
Operating Conditions. Exploration for and production of oil and
natural gas can be hazardous, involving unforeseen occurrences such as
blow-outs, cratering, pollution, fires and loss of well control, which can
result in damage to or destruction of wells or production facilities, injury to
persons, loss of life or damage to property or the environment. As is common
in the oil and gas industry, the Company is not fully insured against all of
these
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risks, either because insurance is not available or because the Company has
elected not to insure due to high premium costs. The occurrence of a
significant event which is not fully insured could have a material adverse
effect on the Company's financial position.
Competition. The Company encounters strong competition from other
independent operators and from major oil companies in acquiring properties
suitable for exploration, in contracting for drilling equipment, in securing
trained personnel and in marketing oil and gas production.
Reliance on Estimates of Proved Reserves. There are numerous
uncertainties inherent in estimating quantities of proved oil and gas reserves,
including many factors beyond the Company's control. Certain events, including
production, acquisitions and future drilling and development, could result in
increases or decreases in estimated proved quantities of oil and gas reserves.
In addition, estimates of the Company's future net cash flows from proved
reserves and the present value thereof are based on certain assumptions
regarding future oil and gas prices, production levels and operating and
development costs that may not prove to be correct. Any significant variance
in these assumptions could materially affect the estimated quantity and value
of reserves set forth in the information incorporated by reference in this
Prospectus.
Governmental and Environmental Regulations. The oil and gas business
is subject to broad governmental regulation in Canada and the United States.
The Company is also required to comply with federal, state and provincial laws
and regulations relating to environmental and worker safety matters. The
Company has expended managerial and financial resources and technology to
comply with such applicable laws in its operations and anticipates that it will
continue to do so in the future. Although the Company believes that it is in
substantial compliance with such laws, there can be no assurance that present
and future regulation of the oil and gas industry will not adversely affect the
Company's operations.
REFINING OPERATIONS
Effect of Crude Oil and Refined Product Prices. The income and cash
flow of Frontier Holdings Inc. ("Frontier"), the subsidiary of the Company that
conducts its refining business (the "Frontier Refinery"), are derived from the
margin between its costs to obtain and refine crude oil and the price for which
it can sell its refined products. The price of crude oil strongly influences
the price at which Frontier can sell gasoline and its other refined products.
Factors that are beyond the Company's control may cause the cost of crude oil
Frontier purchases and the price of refined products Frontier sells to
fluctuate widely. The Frontier Refinery maintains inventories of crude oil,
intermediate products and refined products, the value of each of which is
subject to rapid fluctuations in market prices. A rapid and significant
increase or decrease in market prices for crude oil or refined products could
have an adverse impact on the Company's earnings and cash flow.
The Frontier Refinery can process a high percentage of sour crude oil,
enabling the Company to benefit from the lower cost of sour crude relative to
sweet crude. Because income and cash flow from refining operations are
dependent in part on this cost differential, any narrowing of the sweet/sour
crude spread would likely cause a reduction in operating margin and decrease in
the refinery's earnings and cash flow. A narrowing of the sweet/sour crude
spread could result from, among other things, a decrease in the supply of sour
crude or an increase in sour crude refining capacity of the refinery's
competitors.
Operating Conditions. The Frontier Refinery consists of many
processing units, a number of which have been in operation for substantial
periods of time. The Company believes that, prior to acquisition of the
Frontier Refinery by the Company, certain units may not have been well
maintained and, consequently, the Frontier Refinery has been subject to more
frequent downtime for repair or turnaround for periodic maintenance than would
otherwise be expected. A portion of the Company's capital expenditures since
its acquisition of the Frontier Refinery in late 1991 have been made to improve
the operating reliability of such units.
All of the Company's refining activities currently are conducted at
the Frontier Refinery's single location. As a result, the Company's operations
are subject to significant interruption if the Frontier Refinery were to
experience a major accident, shutdown or equipment failure or if it were
damaged by severe weather or other
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natural disaster. The Frontier Refinery receives a significant portion of its
crude oil feedstock via the Company's interest in a crude oil pipeline. Damage
to the pipeline could also interrupt or otherwise materially affect operations.
Competition. Competition for the Frontier Refinery's products is
based primarily on price, including transportation costs. Approximately 60% of
the Frontier Refinery's production of gasoline is sold in the Denver regional
market, which is the most important competitive product marketing area in the
Rocky Mountain region. The refinery's products compete with products from two
refineries located in Denver, two refineries in Wyoming, and four product
pipelines which terminate in the Denver area. The construction of an
additional product pipeline into the area has been announced. Frontier
encounters strong competition from other companies in marketing the refinery's
other refined products. Many of the refineries in the region are owned by
companies that have significantly greater financial resources and/or refining
capacity than Frontier. Certain of these competitors, as integrated oil
companies, also have the advantage of owning or controlling crude oil reserves
or other sources of crude oil supply, crude oil and product pipelines and
service stations and other product marketing outlets. Because of the Frontier
Refinery's configuration, which enables it to process sour crude, its age and
condition, Frontier believes its costs of refining crude oil are higher than
its direct competitors.
Seasonality. Demand for gasoline and asphalt products is higher
during the summer months than during the winter months due to seasonal
increases in driving and road construction work. As a result, Frontier's
operation results for the first and fourth calendar quarters are generally
below those for the second and third quarters. The results of operations for
any quarter are not necessarily indicative of the results of operations that
may be achieved for the full year.
Government and Environmental Regulations. The Company's refining
operations are heavily regulated at the federal and state levels. Frontier has
made capital expenditures relating to such laws and regulations in the past,
and will be required to make capital expenditures in the future to comply with
such laws and regulations. The Company's management believes that it is
operating in substantial compliance with currently applicable laws and
regulations, but it is possible that new laws or regulations or stricter
enforcement policies with respect to existing laws and regulations could
require the Company to make additional capital expenditures to comply with such
laws and regulations. Refining operations have been and will be affected by
the new product specifications required by the Clean Air Act Amendments of 1990
regarding the addition of oxygenates to gasoline and the reduction in the
allowable sulfur content of on-road diesel fuel to .05% sulfur ("low sulfur
diesel"). The specifications relating to oxygenates became effective in
November 1992, and the specifications relating to low sulfur diesel became
effective in October 1993.
RECENT LOSSES
The Company had net losses in each of the three years ended December
31, 1992, but reported a profit for the year ended December 31, 1993. There
can be no assurance that the Company will continue to be profitable in the
future.
IMPACT OF CHANGING PRICES
The Company's revenues and cash flow, as well as estimates of future
cash flows from oil and gas reserves, are very sensitive to changes in energy
prices. Major shifts in the cost of crude and the price of refined products
can result in a shrinkage of operating margins from refining operations. In
addition, energy prices determine the carrying value of the Frontier Refinery's
inventory. Reductions in the prices received for oil and gas production could
require noncash write-downs of oil and gas assets.
CURRENCY FLUCTUATIONS
At December 31, 1993, approximately 67% of the Company's estimated
proved equivalent reserves were located in Canada. As a result, the Company's
operations face the risk of fluctuations in the value of the Canadian dollar
relative to the U.S. dollar. There can be no assurance that future
fluctuations in the value of the Canadian dollar relative to the U.S. dollar
will not have an adverse effect on the Company.
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RESTRICTIONS DUE TO HIGH LEVERAGE
The Company was highly leveraged at December 31, 1993, as reflected
by its debt to total capitalization ratio of 73%. As of the same date, the
Company had total long-term debt of $177 million, of which $100 million bears
interest at an annual rate of 12%. The Company's debt agreements contain
various restrictive covenants and maintenance requirements.
The Company's leverage will have important consequences to investors,
including the following: (i) a substantial portion of the Company's cash flow
from operations will be dedicated to the payment of the Company's debt service
obligations; (ii) the Company's high degree of leverage will make it more
vulnerable to downward swings in the oil and gas and refining industries or to
certain sustained interruptions at the Frontier Refinery; and (iii) the Company
may be more highly leveraged and pay higher interest rates than other companies
in its industry, which may place it at a competitive disadvantage. If, and to
the extent, the Company requires additional financing in the future for working
capital, capital expenditures or other purposes, the Company's leverage may
impair its ability to obtain such additional financing.
ABSENCE OF DIVIDENDS
The Company has not paid cash dividends on the Common Stock since 1982
and does not intend to pay dividends in the foreseeable future. In addition,
the Company's ability to pay dividends is restricted under its debt agreements
and the Indenture relating to its 12% Senior Notes Due 2002, which prohibits
the Company from paying dividends until, subject to additional conditions, it
funds a $12 million debt service reserve account.
LABOR RELATIONS
The Frontier Refinery employs approximately 200 union members
represented by seven bargaining units under three-year agreements entered into
in May 1993. The operations of the refinery could be adversely affected by a
strike or work stoppage.
PLAN OF DISTRIBUTION
In July and November 1993, the Company issued a total of 175,275
Interim Receipts to Northridge Resource Capital, Limited Partnership -- 1993
(the "Partnership") for $883,386 in a flow-through share transaction pursuant
to a Share Purchase Agreement, dated May 19, 1993, between the Company and the
Partnership (the "Purchase Agreement"). The Company used the proceeds from the
Interim Receipts to fund oil and gas exploration and development activities in
Canada. In this transaction, the Company renounced certain Canadian income tax
deductions for qualifying Canadian Exploration Expenses and Canadian
Development Expenses attributable to such exploration and development
activities to the Partnership, all as provided under Canadian tax law.
Accordingly, the Company received no tax benefits from the oil and gas
exploration and development activities funded with the proceeds raised.
The Shares being offered hereby are being offered as a result of the
Partnership exercising its right under the Purchase Agreement to exchange its
Interim Receipts for an equal number of shares of Common Stock. The Company
will not receive any proceeds from the exchange of the Interim Receipts for the
Shares, but will bear the expenses of the offering contemplated hereby (which
are estimated to be $16,000). Upon completion of this offering, the Shares
will be listed for trading on the New York Stock Exchange and the Alberta Stock
Exchange under the Symbol "WOL."
After the offering contemplated hereby, the Partnership will hold
175,275 shares (less than 1% of the outstanding shares) of Common Stock. The
Partnership may from time to time sell all or a portion of the Shares on the
New York Stock Exchange, the Alberta Stock Exchange, in the over-the-counter
market, on any other national securities exchange on which the Common Stock is
listed or traded, in negotiated transactions or otherwise, at prices then
prevailing or related to the then current market prices or at negotiated
prices. The methods by which the Shares may be sold include (a) a block trade
(which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account; (c) exchange distributions and/or secondary distributions in
accordance with the rules of the New York Stock Exchange or Alberta Stock
Exchange; (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (e) privately negotiated transactions.
There is no assurance that the Partnership will sell any or all of the
Shares offered hereby.
DILUTION
The Company's net tangible book value at December 31, 1993 before
consideration of commitments to issue Common Stock as evidenced by the Interim
Receipts was $2.22 per share of Common Stock. Net tangible book value per
share of Common Stock is determined by dividing the Company's tangible net
worth (tangible assets
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less liabilities) by the total number of shares of Common Stock outstanding.
After giving effect to the Company's exchange of the Shares for the Interim
Receipts, which have a book value of $5.04 per share, and the cancellation of
the Interim Receipts, and after deducting estimated offering expenses payable
by the Company, the Company's net tangible book value at December 31
would have been $2.24 per share. This represents an immediate increase in the
net tangible book value of $.02 per share to existing shareholders and a
dilution of $2.80* per share to new investors. The following table illustrates
this per share dilution:
<TABLE>
<S> <C> <C>
Book value of interim receipts . . . . . . . . . . . . . . . $5.04
Net tangible book value per share before the offering $ 2.22
Increase per share attributable to new investors . . $ .02
------
Adjusted tangible book value per share after the offering . . 2.24
-----
Dilution to new investors . . . . . . . . . . . . . . . . . . 2.80*
-----
</TABLE>
- ------------
* Does not take into effect the tax benefits granted to the new
investors resulting from the Company's renouncement of such benefits
under the flow-through share transaction described under "Plan of
Distribution."
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Gardere & Wynne, L.L.P., 7250 Texas Commerce Tower, 600 Travis
Street, Houston, Texas 77002-3007. Douglas Y. Bech, a partner in Gardere &
Wynne, L.L.P., is a director of the Company.
EXPERTS
The audited financial statements and the related supplemental
schedules incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen & Co., independent
public accountants, as stated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said reports.
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================================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY,
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER TO SELL OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE AS OF WHICH INFORMATION
IS FURNISHED.
_________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . 3
Investment Considerations . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . 6
Dilution . . . . . . . . . . . . . . . . . . . . . . . 6
Legal Matters . . . . . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
================================================================================
175,275 Shares
WAINOCO OIL CORPORATION
Common Stock
___________________
PROSPECTUS
___________________
================================================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be paid by the Registrant in connection with this
offering are estimated as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . . . . . . . . . . . . . . . . . . . . $ 305.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,860.00
Alberta Stock Exchange additional listing fee . . . . . . . . . . . . . . . . . . . . . . . . $ 250.00
NYSE additional listing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,585.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,000.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 17-16-850 through 17-16-858 of the 1989 Wyoming Business
Corporation Act provide that a corporation may indemnify any person who was, is
or may be made a party to any threatened, pending or completed action, suit or
proceeding. whether civil, criminal, administrative or investigative and
whether formal or informal, because he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the corporation's request
as a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against judgements, settlements, penalties, fines,
including an excise tax assessed with respect to an employee benefit plan, and
reasonable expenses, including counsel fees, incurred in respect to such
action, suit or proceeding if he conducted himself in good faith and reasonably
believed that his conduct was in or at least not opposed to the corporation's
best interests and, with respect to any criminal action, suit or proceeding, he
had no reasonable cause to believe his conduct was unlawful.
Article Eight of the Registrant's Articles of Incorporation, as
amended, provides for the indemnification of directors, officers, employees and
agents of the Registrant. Specifically, Article Eight provides in part that:
The corporation shall indemnify, in the manner and to the full extent
authorized by law (as now in effect or later amended), any person who is or may
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the corporation, by reason of the fact that he
is or was director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the action, suit, proceeding or
investigation, and judgements, fines and amounts paid in settlement if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, proceeding or investigation by
judgement, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that such person did
not act in good faith and in a manner which is
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reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
The Bylaws of the Registrant also contain indemnification provisions
which confirm to Article Eight of the Registrant's Articles of Incorporation,
as amended.
The Registrant maintains Directors and Officers' Liability Insurance
and has entered into indemnification agreements with its directors and certain
of its officers.
ITEM 16. EXHIBITS.
Exhibits:
<TABLE>
<S> <C> <C>
4.1 -- Restated Articles of Incorporation of the Company (filed as Exhibit 4.1 to Amendment No. 1 to the Company's
Form S-3 filed on June 25, 1993).
4.2 -- Fourth restated Bylaws of the Company, as amended (filed as Exhibit 3.2 to the Company's Form 10-K dated
December 31, 1992).
*5.1 -- Opinion of Gardere & Wynne, L.L.P.
23.1 -- Consent of Arthur Andersen & Co.
23.2 -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1).
24.1 -- Power of Attorney (set forth on page II-5).
</TABLE>
* Previously filed.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(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 the 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 the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
II-2
<PAGE> 12
(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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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 undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 provisions described in Item 15 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. If 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 a successful
defense of any action, suit, or proceeding) is asserted against the Company 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.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 Houston, State of Texas on the 7th day of March,
1994.
WAINOCO OIL CORPORATION
By: /s/ JULIE H. EDWARDS
-------------------------
Julie H. Edwards
Vice President -
Secretary and Treasurer
II-4
<PAGE> 14
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons and in
the capacities indicated on the dates indicated below.
Signature Title Date
--------- ----- ----
*
__________________________ Chairman and Director March 7, 1994
John B. Ashmun
*
__________________________ President, Chief Executive March 7, 1994
James R. Gibbs Officer, Chief Operating
Officer and Director
*
__________________________ Director March 7, 1994
Douglas Y. Bech
*
__________________________ Director March 7, 1994
James S. Palmer
*
__________________________ Director March 7, 1994
Derek A. Price
*
__________________________ Director March 7, 1994
Carl W. Schafer
*
__________________________ Director March 7, 1994
William Scheerer, II
*
__________________________ Vice President - March 7, 1994
Julie H. Edwards Secretary & Treasurer
*
__________________________ Vice President - March 7, 1994
George E. Aldrich Controller and Principal
Accounting Officer
* By: /s/ JULIE H. EDWARDS
____________________
Julie H. Edwards
as Attorney-in-Fact
II-5
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE
----------- ---------------------- -----------------
<S> <C> <C> <C>
4.1 -- Restated Articles of Incorporation of the Company, (filed as
Exhibit 4.1 to Amendment No. 1 the Company's Form S-3 filed
on June 25, 1993).
4.2 -- Fourth restated Bylaws of the Company, as amended (filed as
Exhibit 3.2 to the Company's Form 10-K dated December 31, 1992).
*5.1 -- Opinion of Gardere & Wynne, L.L.P.
23.1 -- Consent of Arthur Andersen & Co.
23.2 -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1)
24.1 -- Power of Attorney (set forth on page II-5)
</TABLE>
- ---------------
* Previously filed.
II-6
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 11, 1994, included in Wainoco Oil Corporation's Form 10-K for the
year ended December 31, 1993, and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN & CO.
Houston, Texas
March 4, 1994
