As filed with the Securities and Exchange Commission on October 28, 1998.
Registration No. 333-33127
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MIDCOAST ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other
Jurisdiction
of Incorporation or
Organization)
76-0378638
(I.R.S. Employer
Identification No.)
1100 Louisiana, Suite 2950
Houston, Texas 77002
(Address, including Zip Code, of Registrant's Principal Executive Offices)
MIDCOAST ENERGY RESOURCES, INC.
1996 INCENTIVE STOCK PLAN
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
Name, Address and Telephone
Number of Agent for Service:
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
Copy of communications to:
Robert G. Reedy
Porter & Hedges, L.L.P.
700 Louisiana
Houston, Texas 77002-2764
Phone: (713) 226-0600
Fax: (713) 228-1331
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount
to
be
Register
ed(1)
Proposed
Maximum
Offering
Price per
Share(2)
Proposed
Maximum
Aggregate
Offering
Price(2)
Amount of
Registrat
ion Fee
Common Stock, par
value $.01 per share
172,000
$17.75
$3,053,000
$925.15
(1) Pursuant to Rule 416(a), also registered hereunder is an
indeterminate number of shares of Common Stock issuable as
a result of the anti-dilution provision of the Midcoast
Energy Resources, Inc. 1996 Incentive Stock Plan (the
"Incentive Plan") and the 1997 Non-Employee Director Stock
Option Plan (the "Director Plan" and, together with the
Incentive Plan, the "Plans").
(2) Pursuant to Rule 457(c), the registration fee is
calculated on the basis of the average of the high and low
price of the Common Stock on the American Stock Exchange
Composite Tape on October 21, 1998, $17.75 per share.
Pursuant to General Instruction E. to Form S-8, the
registration fee is calculated only with respect to the
additional securities registered under the Incentive Plan.<PAGE>
This registration statement registers an additional
172,000 shares of Common Stock related to the 1996 Incentive Stock
Plan which are the same class as other securities for which a
registration statement on Form S-8, No. 333-33127 (the "Previous
Registration Statement"), has been previously filed. Pursuant to
General Instruction E. of Form S-8, the contents of the Previous
Registration Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8.EXHIBITS
Exhibits
Description
4.1
First Amendment to Midcoast Energy Resources, Inc. 1996
Incentive Stock Option Plan (filed herewith).
5.1
Opinion of Porter & Hedges, L.L.P. with respect to
legality of securities (filed herewith).
23.1
Consent of Hein + Associates LLP (filed herewith).
23.2
Consent of Porter & Hedges, L.L.P. (included in Exhibit
5.1).
24.1
Powers of Attorney (included on signature page of
previously filed Registration Statement No. 333-33127).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the
28th day of October, 1998.
MIDCOAST ENERGY RESOURCES, INC.
By: /s/ Dan C. Tutcher
Dan C. Tutcher, Chairman of the Board,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has
been signed by the following persons in the capacities and on dates
indicated.
Signature
Title
Date
/s/ Dan C. Tutcher
(Dan C. Tutcher)
Chairman of the Board,
President and Chief
Executive Officer
October 28,1998
*
(I. J. Berthelot, II)
Vice President of
Operations
and Director
October 28,1998
*
(Richard A. Robert)
Treasurer, Principal
Financial
Officer and Principal
Accounting Officer
October 28,1998
*
(Richard N. Richards)
Director
October 28,1998
*
(Bruce M. Withers)
Director
October 28,1998
/s/ Jerry J. Langdon
(Jerry J. Langdon)
Director
October 28,1998
/s/ Ted Collins, Jr.
(Ted Collins, Jr.)
Director
October 28,1998
*By: /s/ Dan C. Tutcher
Dan C. Tutcher, as
Attorney-In-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibits
Description
4.1
First Amendment to Midcoast Energy Resources, Inc. 1996
Incentive Stock Option Plan (filed herewith).
5.1
Opinion of Porter & Hedges, L.L.P. with respect to
legality of securities (filed herewith).
23.1
Consent of Hein + Associates LLP (filed herewith).
23.2
Consent of Porter & Hedges, L.L.P. (included in Exhibit
5.1).
24.1
Powers of Attorney (included on signature page of
previously filed Registration Statement No. 333-33127).
<PAGE>
Exhibit 4.1
AMENDMENT TO THE
1996 INCENTIVE STOCK PLAN
The 1996 Incentive Stock Plan ("Incentive Plan") of
Midcoast Energy Resources, Inc. is hereby amended as follows,
effective November 11, 1997, subject to stockholder approval:
1. The second paragraph of Section 3 is amended to
read as follows in its entirety:
The Committee may grant Options, shares of Restricted
Stock, Performance Awards, shares of Phantom Stock and Stock
Bonuses under the Plan with respect to a number of shares of
Common Stock that in the aggregate at any time does not
exceed 425,000 shares of Common Stock, subject to adjustment
pursuant to Section 12 hereof. The grant of a Cash Bonus
shall not reduce the number of shares of Common Stock with
respect to which Options, shares of Restricted Stock,
Performance Awards, shares of Phantom Stock or Stock Bonuses
may be granted pursuant to the Plan. Notwithstanding any
provision in the Plan to the contrary, the maximum number of
shares of Common Stock that may be subject to Incentive
Awards granted to any one individual during any calendar year
shall be 50,000 shares of Common Stock, subject to adjustment
under Section 12 hereof. The limitation set forth in the
preceding sentence shall be applied in a manner which will
permit compensation generated in connection with the exercise
of Options and the payment of Performance Awards to
constitute "qualified performance-based compensation" for
purposes of Section 162(m) of the Code, including, without
limitation, counting against such maximum number of shares,
to the extent required under Section 162(m) of the Code and
applicable interpretive authority thereunder, any shares
subject to Options that are canceled or repriced.
Exhibit 5.1
[Porter & Hedges Letterhead]
October 28, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Midcoast Energy Resources, Inc. 1996 Incentive
Stock Plan; Post-Effective Amendment No. 1 to
Registration Statement No. 333-33127 on Form
S-8
Gentlemen:
We have acted as counsel to Midcoast Energy Resources,
Inc., a Nevada corporation ("Company"), in connection with
the preparation for filing with the Securities and Exchange
Commission Post-Effective Amendment No. 1 to Registration
Statement No. 333-33127 on Form S-8 ("Registration
Statement") under the Securities Act of 1933, as amended.
The Registration Statement relates to the registration of an
additional 172,000 shares ("Shares") of the Company's common
stock, par value $.01 per share ("Common Stock"), issuable
pursuant to the Company's 1996 Incentive Stock Plan, as
amended (the "Incentive Plan").
We have examined the Incentive Plan and such corporate
records, documents, instruments and certificates of the
Company, and have reviewed such questions of law as we have
deemed necessary, relevant or appropriate to enable us to
render the opinion expressed herein. In such examination, we
have assumed without independent investigation the
authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of all
natural persons, and the conformity of any documents
submitted to us as copies to their respective originals. As
to certain questions of fact material to this opinion, we
have relied without independent investigation upon statements
or certificates of public officials and officers of the
Company.
Based upon such examination and review, we are of the
opinion that the Shares have been duly and validly authorized
and will, upon issuance and delivery as contemplated by the
Incentive Plan, be validly issued, fully paid and
nonassessable outstanding shares of Common Stock.
This Firm consents to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Porter & Hedges,
L.L.P.
Porter & Hedges, l.l.p.
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our report incorporated by reference
in the registration statement (No. 333-33127) on Form S-8 of
Midcoast Energy Resources, Inc.
/s/ Hein + Associates LLP
Hein + Associates LLP
Houston, Texas
October 28, 1998
