<PAGE> 1
As filed with the Securities and Exchange Commission on August 6, 1996
Registration No. 333-4643
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MIDCOAST ENERGY RESOURCES, INC.
(Name of small business issuer in its charter)
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NEVADA 4922 76-0378638
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification No.)
incorporation or organization)
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1100 LOUISIANA, SUITE 2950
HOUSTON, TEXAS 77002
PHONE: (713) 650-8900
FAX: (713) 650-3232
(Address and telephone number of principal executive office and principal place
of business)
DAN C. TUTCHER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MIDCOAST ENERGY RESOURCES, INC.
1100 LOUISIANA, SUITE 2950
HOUSTON, TEXAS 77002
PHONE: (713) 650-8900
FAX: (713) 650-3232
(Name, address and telephone number of agent for service)
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Copies to:
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ROBERT G. REEDY, ESQ. HENRY I. ROTHMAN, ESQ.
PORTER & HEDGES, L.L.P. PARKER CHAPIN FLATTAU & KLIMPL, L.L.P.
700 LOUISIANA, 35TH FLOOR 1211 AVENUE OF THE AMERICAS
HOUSTON, TEXAS 77002-2764 NEW YORK, NEW YORK 10036
PHONE: (713) 226-0600 PHONE: (212) 704-6000
FAX: (713) 228-1331 FAX: (212) 704-6288
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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 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. / /
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
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
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Common Stock(2)................... 1,150,000 $11.00 $12,650,000 $4,362.07
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Representative's Warrants(3)(4)... -- -- -- (5)
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Common Stock Underlying
Representative's Warrants(4).... 100,000 $15.62 $1,562,000 $538.62
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TOTAL................... $4,900.69
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a).
(2) Includes a maximum of 150,000 shares that may be issued to the Underwriters
pursuant to an over-allotment option.
(3) The Representative's Warrants allow the holder to purchase 100,000 shares of
Common Stock.
(4) The registration statement also covers any additional securities which may
become issuable pursuant to anti-dilution provisions of the Representative's
Warrants.
(5) Pursuant to Rule 457(g), no registration fee is required for the
Representative's Warrants.
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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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles contain indemnification provisions which are
consistent with those contained in the NGCL. Accordingly, the Company generally
may indemnify its directors and officers against liabilities and expenses to
which they may become subject or which they may incur as a result of being or
having been a director, officer, employee or agent of the Company.
Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act, and will be governed by the final adjudication
of such issue.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated cash expenses to be incurred in connection with the
registration and distribution of the securities covered by this Registration
Statement are set forth below.
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SEC Registration Fee...................................................... $ 4,901
AMEX Application and Listing Fees......................................... 20,000
NASD Filing Fee........................................................... 1,897
Printing Expenses......................................................... 35,000
Legal Fees and Expenses................................................... 150,000
Blue Sky Fees and Expenses (including legal expenses)..................... 30,000
Accounting Fees and Expenses.............................................. 25,000
Transfer Agent and Registrar Fees and Expenses............................ 5,000
Miscellaneous Expenses.................................................... 20,702
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TOTAL........................................................... $292,500
=========
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ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following table reflects sales by the Company of unregistered
securities within the past three years. Share amounts have been adjusted for the
4.460961 to 1 stock split effective prior to the date of this Prospectus. Except
as otherwise disclosed, the issuances by the Company of the securities sold in
the transactions referenced below were not registered under the Securities Act,
pursuant to the exemption contemplated in Section 4(2) thereof, for transactions
not involving a public offering. No underwriter was involved in the transactions
and no commissions were paid. The consideration for which the shares of Common
Stock were issued is indicated below:
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DATE SHARES CONSIDERATION PURCHASER
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August 1, 1993 892 Services Duane S. Herbst
1,338 Services I.J. Berthelot II
1,338 Services Richard A. Robert
446 Services Patricia R. Ashbrook
1,338 Services Bill G. Bray
446 Services Donna J. Haddock
446 Services Barbara A. Jordan
446 Services Kathy C. Smith
April 30, 1993 6,691 Services I.J. Berthelot II
April 30, 1994 6,691 Services Duane S. Herbst
11,152 Services I.J. Berthelot II
11,152 Services Richard A. Robert
6,691 Services Bill G. Bray
446 Services Mike Wissink
April 17, 1995 44,609 Services I.J. Berthelot II
April 30, 1995 446 Services I.J. Berthelot II
446 Services Richard A. Robert
446 Services Bill G. Bray
August 1, 1995 446 Services Duane S. Herbst
446 Services Donna J. Haddock
446 Services Barbara A. Jordan
446 Services Kathy C. Smith
September 20, 1995 13,382 Services I.J. Berthelot II
December 1, 1995 446 Services Duane S. Herbst
446 Services I.J. Berthelot II
446 Services Richard A. Robert
446 Services Bill G. Bray
446 Services Ronald Harris
March 1, 1996 4,460 Financing Rainbow
April 8, 1996 892 Services Karen Callaway
334 Services Donna J. Haddock
446 Services Ronald Harris
2,676 Services Duane S. Herbst
446 Services Barbara A. Jordan
8,921 Services Richard A. Robert
557 Services Kathy C. Smith
April 17, 1996 7,275 Services Bill G. Bray
4,460 Services Mark W. Fuqua
</TABLE>
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ITEM 27. EXHIBITS.
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EXHIBITS DESCRIPTION
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1.1 -- Underwriting Agreement by and among the Underwriters and Midcoast Energy
Resources, Inc.
1.2 -- Agreement among Underwriters.
1.3 -- Selected dealer agreement.
3.1 -- Articles of Incorporation of Midcoast Energy Resources, Inc. (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1992).
3.2 -- Certificate of Amendment of Articles of Incorporation of Midcoast Energy
Resources, Inc.
3.3 -- Bylaws of Midcoast Energy Resources, Inc. (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1992).
4.1 -- Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Bill
G. Bray dated April 30, 1994 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
4.2 -- Shareholder Agreement by and between Midcoast Energy Resources, Inc., and Duane
S. Herbst dated April 30, 1994 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
4.3 -- Shareholder Agreement by and between Midcoast Energy Resources, Inc., and
Richard A. Robert dated April 30, 1994 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1994).
4.4 -- Shareholder Agreement by and between Midcoast Energy Resources, Inc., and Iris
J. Berthelot, II dated April 30, 1994 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1994).
4.5 -- Specimen Certificate for Shares of Common Stock, par value $.01 per share.
4.6 -- Representative's Warrants.
4.7 -- Termination Agreement dated May 13, 1996 to terminate the Shareholder Agreement
by and between Magic Gas Corp. (f/k/a Midcoast Natural Gas, Inc.), Stevens G.
Herbst and Kenneth B. Holmes, Jr. dated November 16, 1992.
4.8 -- Voting Proxy Agreement by and between Midcoast Energy Resources, Inc., Stevens
G. Herbst, Kenneth B. Holmes, Jr., Rainbow Investments Company and Texas
Commerce Bank National Association.
4.9 -- Registration Rights Agreement by and between Midcoast Energy Resources, Inc.
and Stevens G. Herbst.
4.10 -- Registration Rights Agreement by and between Midcoast Energy Resources, Inc.
and Kenneth B. Holmes, Jr.
4.11 -- Registration Rights Agreement by and between Midcoast Energy Resources, Inc.
and Rainbow Investments Company.
*5.1 -- Opinion of Porter & Hedges, L.L.P. respecting legality of securities being
offered.
10.1 -- Employment Agreement by and between Midcoast Energy Resources, Inc., and Dan C.
Tutcher dated January 1, 1993 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1992).
10.2 -- Amendment dated April 1, 1993 to the Employment Agreement by and between
Midcoast Energy Resources, Inc., and Dan C. Tutcher dated January 1, 1993
(Incorporated by reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1993).
10.3 -- Employment Agreement by and between Midcoast Energy Resources, Inc., and
Richard A. Robert dated April 30, 1994 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1994).
10.4 -- Employment Agreement by and between Midcoast Energy Resources, Inc., and Bill
G. Bray dated July 1, 1994 (Incorporated by reference from Midcoast Form 10-KSB
for the fiscal year ended December 31, 1994).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
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10.5 -- Revolving Loan and Credit Agreement dated December 8, 1992, by and between New
First City, Texas -- Corpus Christi and Midcoast Energy Resources, Inc.
(Incorporated by reference from Midcoast Form 8-K dated January 1, 1993).
10.6 -- First Amendment to Revolving Loan and Credit Agreement dated December 8, 1992
by and between New First City, Texas -- Corpus Christi, N.A. and Midcoast
Energy Resources, Inc. dated January 6, 1993 (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1993).
10.7 -- Second Amendment to Revolving Loan and Credit Agreement dated December 8, 1992
by and between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated August
15, 1993 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1993).
10.8 -- Third Amendment to Revolving Loan and Credit Agreement dated December 8, 1992
by and between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated
September 1, 1994 (Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1994).
10.9 -- Allonge and Amendment No. One to Promissory Note dated December 8, 1992 by and
between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated April
29, 1993 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1993).
10.10 -- Allonge and Amendment No. Two to Promissory Note dated December 8, 1992 by and
between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated June
16, 1993 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1993).
10.11 -- Allonge and Amendment No. Three to Promissory Note dated December 8, 1992 by
and between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated August
15, 1993 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1993).
10.12 -- Promissory Note dated July 1, 1993 by and between Mercantile Bank, N.A. and
Midcoast Energy Resources, Inc. including related Security Agreement and
Continuing Unlimited Guaranty Agreements also dated July 1, 1993 (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1993).
10.13 -- First Amendment to Security Agreement dated July 1, 1993 by and between
Midcoast Energy Resources, Inc. and Mercantile Bank, N.A. dated September 1,
1994 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal year
ended December 31, 1994).
10.14 -- Promissory Note dated April 19, 1994 by and between Mercantile Bank, N.A. and
Midcoast Energy Resources, Inc., including related Security Agreements also
dated April 19, 1994 (Incorporated by reference from Midcoast Form 10-KSB for
the fiscal year ended December 31, 1994).
10.15 -- Revolving Credit Promissory Note dated September 1, 1994 by and between
Mercantile Bank, N.A. and Midcoast Energy Resources, Inc. (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1994).
10.16 -- Promissory Note dated December 1, 1994 by and between American National Bank
including related Non-Standard Financing Statement, Security Agreement and
Commercial Guarantee Agreements also dated December 1, 1994 (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1994).
10.17 -- Promissory Note dated March 21, 1994 by and between Texline Gas Company and
Midcoast Energy Resources, Inc. (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
10.18 -- Promissory Note dated April 1, 1994 by and between Texline Gas Company and
Midcoast Energy Resources, Inc. (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
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<S> <C>
10.19 -- Promissory Note dated December 30, 1994 by and between Texline Gas Company and
Midcoast Energy Resources, Inc. (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
10.20 -- Assignment of Net Revenue Interest dated July 1, 1994 by and between Texline
Gas Company and Midcoast Energy Resources, Inc. (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1994).
10.21 -- Assignment of Net Revenue Interest dated July 1, 1994 by and between Rainbow
Investments Co. and Midcoast Energy Resources, Inc. (Incorporated by reference
from Midcoast Form 10-KSB for the fiscal year ended December 31, 1994).
10.22 -- Agreement for Purchase and Sale of Stock dated November 20, 1992, by and
between Harbert Holdings No. One, Inc., and Midcoast Energy Resources, Inc.
(Incorporated by reference from Midcoast Form 8-K dated January 1, 1993, as
Exhibit 2.1).
10.23 -- Agreement for Purchase and Sale of Stock dated July 15, 1993 by and between
Midcoast Holdings No. One, Inc. and Sunshine Interstate Pipeline Partners
(Incorporated by reference from Midcoast Form 8-K dated September 2, 1993).
10.24 -- Agreement dated March 31, 1994 by and between Midcoast Energy Resources, Inc.,
and Stewart Petroleum Company (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1993).
10.25 -- Agreement for Purchase and Sale of Stock dated September 6, 1995, by and
between Midcoast Holdings No. One, Inc. and Koch Gateway Pipeline Company
(Incorporated by reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1995).
10.26 -- First Amendment to Agreement for Purchase and Sale of Stock dated September 6,
1995, by and between Midcoast Holdings No. One, Inc. and Koch Gateway Pipeline
Company dated October 2, 1995 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1995).
10.27 -- Agreement for Purchase and Sale of Stock dated September 13, 1995, by and
between Five Flags Holding Company and Midcoast Holdings No. One, Inc.
(Incorporated by reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1995).
10.28 -- Agreement for Purchase of Stock dated September 13, 1995, by and between
Midcoast Holdings No. One, Inc. and Rainbow Investments Company (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1995).
10.29 -- Agreement for Purchase and Sale of Stock dated July 27, 1995, by and between
Williams Holdings of Delaware, Inc. and Midcoast Holdings No. One, Inc.
(Incorporated by reference from Midcoast Form 8-K dated September 22, 1995).
10.30 -- Subordinated Debenture dated September 8, 1995 by and between Midcoast Energy
Resources, Inc. and Williams Holdings of Delaware, Inc. (Incorporated by
reference from Midcoast Form 8-K dated September 22, 1995).
10.31 -- Nonrecourse Promissory Note dated September 8, 1995 by and between Midcoast
Holdings No. One, Inc. and Williams Holdings of Delaware, Inc. (Incorporated by
reference from Midcoast Form 8-K dated September 22, 1995).
10.32 -- Allonge and Amendment No. One to Revolving Credit Promissory Note dated
September 1, 1994, by and between Mercantile Bank, N.A. and Midcoast Energy
Resources, Inc. dated September 22, 1995 (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1995).
10.33 -- Allonge and Amendment No. Two to Revolving Credit Promissory Note dated
September 1, 1994, by and between Mercantile Bank, N.A. and Midcoast Energy
Resources, Inc. dated November 1, 1995 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1995).
10.34 -- Fourth Amendment to Revolving Loan and Credit Agreement dated December 8, 1992
by and between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated
November 1, 1995 (Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1995).
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<CAPTION>
EXHIBITS DESCRIPTION
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10.35 -- Revolving Credit Agreement dated October 31, 1995 by and between American
National Bank and Midcoast Energy Resources, Inc. including related Revolving
Credit Promissory Note, Security Agreement, Non-Standard Financing Statement
and Commercial Guarantee Agreements also dated October 31, 1995 (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1995).
10.36 -- Loan Agreement dated October 3, 1995 by and between Midcoast Energy Resources,
Inc. and Rainbow Investments Company including related Promissory Note, and
Security Agreement also dated October 3, 1995 (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1995).
10.37 -- Assignment of Net Revenue Interest dated October 3, 1995, by and between
Midcoast Energy Resources, Inc. and Rainbow Investments Company (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1995).
10.38 -- Loan Agreement dated September 13, 1995, by and between Midcoast Energy
Resources, Inc. and Stevens G. Herbst, including related Promissory Note dated
September 11, 1995, and, Security Agreements and Guaranty Agreement also dated
September 13, 1995 (Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1995).
10.39 -- Promissory Note dated May 30, 1995 by and between Midcoast Energy Resources,
Inc. and Texline Gas Company (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1995).
10.40 -- Employment Agreement by and between Midcoast Energy Resources, Inc. and I.J.
Berthelot, II dated April 17, 1995 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1995).
10.41 -- Amendment to Employment Agreement dated April 17, 1995 by and between Midcoast
Energy Resources, Inc. and I.J. Berthelot, II, dated December 8, 1995
(Incorporated by reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1995).
10.42 -- Credit Agreement dated December 20, 1995 by and between Compass Bank -- Houston
and Magnolia Pipeline Corporation including related Financing Statement,
Subordination Agreement, Security Agreements, Promissory Note and Guaranty
Agreements (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1995).
10.43 -- Operating Agreement of Pan Grande Pipeline, L.L.C. by and between Midcoast
Holdings No. One, Inc. and Resource Energy Development, L.L.C. dated February
28, 1996 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1995).
10.44 -- Amendment dated April 8, 1996 to the Employment Agreement by and between
Midcoast Energy Resources, Inc. and Richard A. Robert dated April 30, 1994
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.45 -- First Amendment dated March 1, 1996 to the Promissory Note by and between
Texline Gas Company and Midcoast Energy Resources, Inc. dated December 30, 1994
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.46 -- Second Amendment dated May 1, 1996 to the Promissory Note by and between
Texline Gas Company and Midcoast Energy Resources, Inc. dated December 30, 1994
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.47 -- First Amendment dated March 1, 1996 to the Promissory Note by and between
Texline Gas Company and Midcoast Energy Resources, Inc. dated May 30, 1995
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.48 -- Promissory Note dated March 1, 1996 by and between Rainbow Investments Company
and Midcoast Energy Resources, Inc., including related Security Agreement
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.49 -- First Amendment dated May 1, 1996 to the Promissory Note by and between Rainbow
Investments Company and Midcoast Energy Resources, Inc. dated March 1, 1996
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
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<S> <C>
10.50 -- Purchase and Sale Agreement dated March 12, 1996 by and between Texas
Southeastern Gas Gathering Company and Magnolia Pipeline Corporation
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.51 -- Amendment dated May 8, 1996 to the Purchase and Sale Agreement by and between
Texas Southeastern Gas Gathering Company and Magnolia Pipeline Corporation
dated March 12, 1996 (Incorporated by reference from Midcoast Form 10-QSB for
the three month period ended March 31, 1996).
10.52 -- First Amendment and Supplement dated May 8, 1996 to the Credit Agreement by and
between Compass Bank -- Houston and Magnolia Pipeline Corporation dated
December 20, 1995 including related amendments to the Security Agreement,
Promissory Note, and Guaranty Agreements. (Incorporated by reference from
Midcoast Form 10-QSB for the three-month period ended March 31, 1996).
10.53 -- First Amendment to the Assignment of Net Revenue Interest dated October 3, 1995
by and between Midcoast Energy Resources, Inc. and Rainbow Investments Company
dated May 15, 1996.
10.54 -- Allonge and Amendment No. One to Promissory Note dated November 1, 1995 by and
between Mercantile Bank, N.A. and Midcoast Energy Resources, Inc. dated May 14,
1996.
10.55 -- Warrant by and between Triumph Resources Corporation and Midcoast Energy
Resources, Inc.
10.56 -- Midcoast Energy Resources, Inc. 1996 Incentive Stock Plan.
10.57 -- Second Amendment dated May 21, 1996 to the Promissory Note by and between
Texline Gas Company and Midcoast Energy Resources, Inc. dated May 30, 1995.
16.1 -- Letter dated March 22, 1994, from Arthur Andersen & Co. as to change in
certifying accountant (Incorporated by reference from Midcoast Form 8-K dated
March 17, 1994).
18.1 -- Preferability letter from Hein + Associates LLP, independent public
accountants, regarding change in accounting principle (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1995).
21.1 -- Schedule listing subsidiaries of Midcoast Energy Resources, Inc.
23.1 -- Consent of Hein + Associates LLP.
23.2 -- Consent of Porter & Hedges, L.L.P. (included in its opinion filed as Exhibit
5.1 hereto).
24.1 -- Power of Attorney (included on signature page to originally filed Registration
Statement)
27.1 -- Financial Data Schedule for the three month period ended March 31, 1996
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
</TABLE>
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* Filed herewith.
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
II-7
<PAGE> 9
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the Offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer 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 small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer 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 small business issuer 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.
That: (i) for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of the
registration statement in reliance on Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective; and (ii) for the purpose of
determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus 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.
II-8
<PAGE> 10
SIGNATURES
In accordance with 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 of filing Amendment No. 3 to a Registration Statement on
Form SB-2 and authorized this Amendment No. 3 to the Registration Statement to
be signed on its behalf by the undersigned, in the City of Houston, State of
Texas on this 6th day of August, 1996.
MIDCOAST ENERGY RESOURCES, INC.
By: /s/ DAN C. TUTCHER
--------------------------------
Dan C. Tutcher, Chairman of the
Board, Chief Executive Officer
and President
(Principal Executive Officer)
In accordance with the Requirements of the Securities Act of 1933, this
Amendment No. 3 to the Registration Statement has been signed by the following
persons in the capacities and on this 6th day of August, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<S> <C>
/s/ DAN C. TUTCHER Chairman of the Board, Chief Executive Officer
- --------------------------------------------- and President (Principal Executive Officer)
Dan C. Tutcher
* Treasurer, Principal Financial Officer and
- --------------------------------------------- Principal Accounting Officer
Richard A. Robert
* Director
- ---------------------------------------------
E. P. Marinos
* Director
- ---------------------------------------------
Richard N. Richards
*By /s/ DAN C. TUTCHER
------------------------------------------
Dan C. Tutcher
(Attorney-In-Fact)
</TABLE>
II-9
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- ---------- ----------------------------------------------------------------------------------
<S> <C>
1.1 -- Underwriting Agreement by and among the Underwriters and Midcoast Energy
Resources, Inc.
1.2 -- Agreement among Underwriters.
1.3 -- Selected dealer agreement.
3.1 -- Articles of Incorporation of Midcoast Energy Resources, Inc. (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1992).
3.2 -- Certificate of Amendment of Articles of Incorporation of Midcoast Energy
Resources, Inc.
3.3 -- Bylaws of Midcoast Energy Resources, Inc. (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1992).
4.1 -- Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Bill
G. Bray dated April 30, 1994 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
4.2 -- Shareholder Agreement by and between Midcoast Energy Resources, Inc., and Duane
S. Herbst dated April 30, 1994 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
4.3 -- Shareholder Agreement by and between Midcoast Energy Resources, Inc., and
Richard A. Robert dated April 30, 1994 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1994).
4.4 -- Shareholder Agreement by and between Midcoast Energy Resources, Inc., and Iris
J. Berthelot, II dated April 30, 1994 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1994).
4.5 -- Specimen Certificate for Shares of Common Stock, par value $.01 per share.
4.6 -- Representative's Warrants.
4.7 -- Termination Agreement dated May 13, 1996 to terminate the Shareholder Agreement
by and between Magic Gas Corp. (f/k/a Midcoast Natural Gas, Inc.), Stevens G.
Herbst and Kenneth B. Holmes, Jr. dated November 16, 1992.
4.8 -- Voting Proxy Agreement by and between Midcoast Energy Resources, Inc., Stevens
G. Herbst, Kenneth B. Holmes, Jr., Rainbow Investments Company and Texas
Commerce Bank National Association.
4.9 -- Registration Rights Agreement by and between Midcoast Energy Resources, Inc.
and Stevens G. Herbst.
4.10 -- Registration Rights Agreement by and between Midcoast Energy Resources, Inc.
and Kenneth B. Holmes, Jr.
4.11 -- Registration Rights Agreement by and between Midcoast Energy Resources, Inc.
and Rainbow Investments Company.
*5.1 -- Opinion of Porter & Hedges, L.L.P. respecting legality of securities being
offered.
10.1 -- Employment Agreement by and between Midcoast Energy Resources, Inc., and Dan C.
Tutcher dated January 1, 1993 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1992).
10.2 -- Amendment dated April 1, 1993 to the Employment Agreement by and between
Midcoast Energy Resources, Inc., and Dan C. Tutcher dated January 1, 1993
(Incorporated by reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1993).
10.3 -- Employment Agreement by and between Midcoast Energy Resources, Inc., and
Richard A. Robert dated April 30, 1994 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1994).
10.4 -- Employment Agreement by and between Midcoast Energy Resources, Inc., and Bill
G. Bray dated July 1, 1994 (Incorporated by reference from Midcoast Form 10-KSB
for the fiscal year ended December 31, 1994).
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- ---------- -----------
<S> <C>
10.5 -- Revolving Loan and Credit Agreement dated December 8, 1992, by and between New
First City, Texas -- Corpus Christi and Midcoast Energy Resources, Inc.
(Incorporated by reference from Midcoast Form 8-K dated January 1, 1993).
10.6 -- First Amendment to Revolving Loan and Credit Agreement dated December 8, 1992
by and between New First City, Texas -- Corpus Christi, N.A. and Midcoast
Energy Resources, Inc. dated January 6, 1993 (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1993).
10.7 -- Second Amendment to Revolving Loan and Credit Agreement dated December 8, 1992
by and between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated August
15, 1993 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1993).
10.8 -- Third Amendment to Revolving Loan and Credit Agreement dated December 8, 1992
by and between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated
September 1, 1994 (Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1994).
10.9 -- Allonge and Amendment No. One to Promissory Note dated December 8, 1992 by and
between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated April
29, 1993 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1993).
10.10 -- Allonge and Amendment No. Two to Promissory Note dated December 8, 1992 by and
between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated June
16, 1993 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1993).
10.11 -- Allonge and Amendment No. Three to Promissory Note dated December 8, 1992 by
and between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated August
15, 1993 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1993).
10.12 -- Promissory Note dated July 1, 1993 by and between Mercantile Bank, N.A. and
Midcoast Energy Resources, Inc. including related Security Agreement and
Continuing Unlimited Guaranty Agreements also dated July 1, 1993 (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1993).
10.13 -- First Amendment to Security Agreement dated July 1, 1993 by and between
Midcoast Energy Resources, Inc. and Mercantile Bank, N.A. dated September 1,
1994 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal year
ended December 31, 1994).
10.14 -- Promissory Note dated April 19, 1994 by and between Mercantile Bank, N.A. and
Midcoast Energy Resources, Inc., including related Security Agreements also
dated April 19, 1994 (Incorporated by reference from Midcoast Form 10-KSB for
the fiscal year ended December 31, 1994).
10.15 -- Revolving Credit Promissory Note dated September 1, 1994 by and between
Mercantile Bank, N.A. and Midcoast Energy Resources, Inc. (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1994).
10.16 -- Promissory Note dated December 1, 1994 by and between American National Bank
including related Non-Standard Financing Statement, Security Agreement and
Commercial Guarantee Agreements also dated December 1, 1994 (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1994).
10.17 -- Promissory Note dated March 21, 1994 by and between Texline Gas Company and
Midcoast Energy Resources, Inc. (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
10.18 -- Promissory Note dated April 1, 1994 by and between Texline Gas Company and
Midcoast Energy Resources, Inc. (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- ---------- -----------
<S> <C>
10.19 -- Promissory Note dated December 30, 1994 by and between Texline Gas Company and
Midcoast Energy Resources, Inc. (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).
10.20 -- Assignment of Net Revenue Interest dated July 1, 1994 by and between Texline
Gas Company and Midcoast Energy Resources, Inc. (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1994).
10.21 -- Assignment of Net Revenue Interest dated July 1, 1994 by and between Rainbow
Investments Co. and Midcoast Energy Resources, Inc. (Incorporated by reference
from Midcoast Form 10-KSB for the fiscal year ended December 31, 1994).
10.22 -- Agreement for Purchase and Sale of Stock dated November 20, 1992, by and
between Harbert Holdings No. One, Inc., and Midcoast Energy Resources, Inc.
(Incorporated by reference from Midcoast Form 8-K dated January 1, 1993, as
Exhibit 2.1).
10.23 -- Agreement for Purchase and Sale of Stock dated July 15, 1993 by and between
Midcoast Holdings No. One, Inc. and Sunshine Interstate Pipeline Partners
(Incorporated by reference from Midcoast Form 8-K dated September 2, 1993).
10.24 -- Agreement dated March 31, 1994 by and between Midcoast Energy Resources, Inc.,
and Stewart Petroleum Company (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1993).
10.25 -- Agreement for Purchase and Sale of Stock dated September 6, 1995, by and
between Midcoast Holdings No. One, Inc. and Koch Gateway Pipeline Company
(Incorporated by reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1995).
10.26 -- First Amendment to Agreement for Purchase and Sale of Stock dated September 6,
1995, by and between Midcoast Holdings No. One, Inc. and Koch Gateway Pipeline
Company dated October 2, 1995 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1995).
10.27 -- Agreement for Purchase and Sale of Stock dated September 13, 1995, by and
between Five Flags Holding Company and Midcoast Holdings No. One, Inc.
(Incorporated by reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1995).
10.28 -- Agreement for Purchase of Stock dated September 13, 1995, by and between
Midcoast Holdings No. One, Inc. and Rainbow Investments Company (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1995).
10.29 -- Agreement for Purchase and Sale of Stock dated July 27, 1995, by and between
Williams Holdings of Delaware, Inc. and Midcoast Holdings No. One, Inc.
(Incorporated by reference from Midcoast Form 8-K dated September 22, 1995).
10.30 -- Subordinated Debenture dated September 8, 1995 by and between Midcoast Energy
Resources, Inc. and Williams Holdings of Delaware, Inc. (Incorporated by
reference from Midcoast Form 8-K dated September 22, 1995).
10.31 -- Nonrecourse Promissory Note dated September 8, 1995 by and between Midcoast
Holdings No. One, Inc. and Williams Holdings of Delaware, Inc. (Incorporated by
reference from Midcoast Form 8-K dated September 22, 1995).
10.32 -- Allonge and Amendment No. One to Revolving Credit Promissory Note dated
September 1, 1994, by and between Mercantile Bank, N.A. and Midcoast Energy
Resources, Inc. dated September 22, 1995 (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1995).
10.33 -- Allonge and Amendment No. Two to Revolving Credit Promissory Note dated
September 1, 1994, by and between Mercantile Bank, N.A. and Midcoast Energy
Resources, Inc. dated November 1, 1995 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1995).
10.34 -- Fourth Amendment to Revolving Loan and Credit Agreement dated December 8, 1992
by and between Mercantile Bank, N.A. (formerly known as New First City,
Texas -- Corpus Christi, N.A.) and Midcoast Energy Resources, Inc. dated
November 1, 1995 (Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1995).
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- ---------- -----------
<S> <C>
10.35 -- Revolving Credit Agreement dated October 31, 1995 by and between American
National Bank and Midcoast Energy Resources, Inc. including related Revolving
Credit Promissory Note, Security Agreement, Non-Standard Financing Statement
and Commercial Guarantee Agreements also dated October 31, 1995 (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1995).
10.36 -- Loan Agreement dated October 3, 1995 by and between Midcoast Energy Resources,
Inc. and Rainbow Investments Company including related Promissory Note, and
Security Agreement also dated October 3, 1995 (Incorporated by reference from
Midcoast Form 10-KSB for the fiscal year ended December 31, 1995).
10.37 -- Assignment of Net Revenue Interest dated October 3, 1995, by and between
Midcoast Energy Resources, Inc. and Rainbow Investments Company (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1995).
10.38 -- Loan Agreement dated September 13, 1995, by and between Midcoast Energy
Resources, Inc. and Stevens G. Herbst, including related Promissory Note dated
September 11, 1995, and, Security Agreements and Guaranty Agreement also dated
September 13, 1995 (Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1995).
10.39 -- Promissory Note dated May 30, 1995 by and between Midcoast Energy Resources,
Inc. and Texline Gas Company (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1995).
10.40 -- Employment Agreement by and between Midcoast Energy Resources, Inc. and I.J.
Berthelot, II dated April 17, 1995 (Incorporated by reference from Midcoast
Form 10-KSB for the fiscal year ended December 31, 1995).
10.41 -- Amendment to Employment Agreement dated April 17, 1995 by and between Midcoast
Energy Resources, Inc. and I.J. Berthelot, II, dated December 8, 1995
(Incorporated by reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1995).
10.42 -- Credit Agreement dated December 20, 1995 by and between Compass Bank -- Houston
and Magnolia Pipeline Corporation including related Financing Statement,
Subordination Agreement, Security Agreements, Promissory Note and Guaranty
Agreements (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1995).
10.43 -- Operating Agreement of Pan Grande Pipeline, L.L.C. by and between Midcoast
Holdings No. One, Inc. and Resource Energy Development, L.L.C. dated February
28, 1996 (Incorporated by reference from Midcoast Form 10-KSB for the fiscal
year ended December 31, 1995).
10.44 -- Amendment dated April 8, 1996 to the Employment Agreement by and between
Midcoast Energy Resources, Inc. and Richard A. Robert dated April 30, 1994
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.45 -- First Amendment dated March 1, 1996 to the Promissory Note by and between
Texline Gas Company and Midcoast Energy Resources, Inc. dated December 30, 1994
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.46 -- Second Amendment dated May 1, 1996 to the Promissory Note by and between
Texline Gas Company and Midcoast Energy Resources, Inc. dated December 30, 1994
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.47 -- First Amendment dated March 1, 1996 to the Promissory Note by and between
Texline Gas Company and Midcoast Energy Resources, Inc. dated May 30, 1995
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.48 -- Promissory Note dated March 1, 1996 by and between Rainbow Investments Company
and Midcoast Energy Resources, Inc., including related Security Agreement
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.49 -- First Amendment dated May 1, 1996 to the Promissory Note by and between Rainbow
Investments Company and Midcoast Energy Resources, Inc. dated March 1, 1996
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- ---------- ----------------------------------------------------------------------------------
<S> <C>
10.50 -- Purchase and Sale Agreement dated March 12, 1996 by and between Texas
Southeastern Gas Gathering Company and Magnolia Pipeline Corporation
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
10.51 -- Amendment dated May 8, 1996 to the Purchase and Sale Agreement by and between
Texas Southeastern Gas Gathering Company and Magnolia Pipeline Corporation
dated March 12, 1996 (Incorporated by reference from Midcoast Form 10-QSB for
the three month period ended March 31, 1996).
10.52 -- First Amendment and Supplement dated May 8, 1996 to the Credit Agreement by and
between Compass Bank -- Houston and Magnolia Pipeline Corporation dated
December 20, 1995 including related amendments to the Security Agreement,
Promissory Note, and Guaranty Agreements. (Incorporated by reference from
Midcoast Form 10-QSB for the three-month period ended March 31, 1996).
10.53 -- First Amendment to the Assignment of Net Revenue Interest dated October 3, 1995
by and between Midcoast Energy Resources, Inc. and Rainbow Investments Company
dated May 15, 1996.
10.54 -- Allonge and Amendment No. One to Promissory Note dated November 1, 1995 by and
between Mercantile Bank, N.A. and Midcoast Energy Resources, Inc. dated May 14,
1996.
10.55 -- Warrant by and between Triumph Resources Corporation and Midcoast Energy
Resources, Inc.
10.56 -- Midcoast Energy Resources, Inc. 1996 Incentive Stock Plan.
10.57 -- Second Amendment dated May 21, 1996 to the Promissory Note by and between
Texline Gas Company and Midcoast Energy Resources, Inc. dated May 30, 1995.
16.1 -- Letter dated March 22, 1994, from Arthur Andersen & Co. as to change in
certifying accountant (Incorporated by reference from Midcoast Form 8-K dated
March 17, 1994).
18.1 -- Preferability letter from Hein + Associates LLP, independent public
accountants, regarding change in accounting principle (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended December 31,
1995).
21.1 -- Schedule listing subsidiaries of Midcoast Energy Resources, Inc.
23.1 -- Consent of Hein + Associates LLP.
23.2 -- Consent of Porter & Hedges, L.L.P. (included in its opinion filed as Exhibit
5.1 hereto).
24.1 -- Power of Attorney (included on signature page of this Registration Statement)
27.1 -- Financial Data Schedule for the three month period ended March 31, 1996
(Incorporated by reference from Midcoast Form 10-QSB for the three month period
ended March 31, 1996).
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
[PORTER & HEDGES, L.L.P. LETTERHEAD]
August 6, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Midcoast Energy Resources, Inc. - Registration Statement No. 333-4643
(the "Registration Statement")
Gentlemen:
We have acted as counsel to Midcoast Energy Resources Industries, Inc., a
Nevada corporation (the "Company"), in connection with the registration on Form
SB-2 (No. 333-4643) (the "Registration Statement") under the Securities Act of
1933, as amended, of (i) 1,150,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock") to be issued in connection with the
proposed offering of Common Stock as described in the Registration Statement,
(ii) the Representative's Warrants, and (iii) 100,000 shares of Common Stock
issuable upon exercise of the Representative's Warrant. In such capacity we have
examined the articles of incorporation, as amended, bylaws and corporate
proceedings of the Company, and based upon such examination and having regard
for applicable legal principles, it is our opinion that:
(i) The 1,150,000 shares being offered and sold by the Company will,
when issued and sold as contemplated in the Registration Statement be
legally issued, fully paid and nonassessable, outstanding shares of the
Company's Common Stock.
(ii) The Representative's Warrants have been duly authorized, and
will, when issued as contemplated in the Registration Statement be legally
issued, fully paid and non-assessable; and
(iii) The 100,000 shares issuable on exercise of the
Representative's Warrants will, when issued in accordance with their
terms as contemplated in the Warrants be legally issued, fully paid and
nonassessable, outstanding shares of the Company's Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement and in the reference to our firm under the heading "Legal Matters" in
the Prospectus included as part of the Registration Statement.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
PORTER & HEDGES, L.L.P.
