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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO
_______
Commission File Number: 0-8898
MIDCOAST ENERGY RESOURCES, INC.
(Name of Registrant as Specified in its Charter)
Nevada 76-0378638
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
No.)
1100 Louisiana, Suite 2950
Houston, Texas
77002
(Address of Principal Executive Offices) (Zip
Code)
ISSUER'S TELEPHONE NUMBER: (713) 650-8900
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT: Common Stock,
Par Value $.01 Per Share
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act during of 1934 during the preceding 12 months (or for
such shorter period that registrant was required to file such
reports), and (2)has been subject to such filing requirements for the
past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. []
The aggregate market value of the Common Stock, par value
$.01 per
share, held by non-affiliates of Registrant as of March 11, 1998 was
$96,263,945.
The number of shares of Common Stock, par value $.01 per
share,
outstanding as of March 31, 1998 was 5,681,330.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Report (Items 10,
11, 12 and 13) is incorporated by reference from the registrant's
proxy statement to be filed pursuant to Regulation 14A with respect to
the annual meeting of shareholders scheduled to be held on May 15,
1998.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
(a) THE FOLLOWING DOCUMENTS ARE FILED AS A PART OF THIS REPORT:
1. Financial statements.
All financial statements of Midcoast Energy Resources, Inc. and
subsidiaries are included under Item 8 beginning on page 24 of this
Form 10-K.
2. Exhibits.
EXHIBITS DESCRIPTION OF EXHIBITS
2.1 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, as Exhibit 10.25).
2.2 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, as Exhibit 10.26).
2.3 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, as
Exhibit 10.27).
2.4 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, as
Exhibit 10.28).
2.5 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).
2.6 Agreement for Sale and Purchase of Harmony Gas Processing Plant
and Related Gathering System dated October 3, 1996, by and
between Koch Hydrocarbon Company, a division of Koch
Industries, Inc. and Midcoast Holdings No. One, Inc.
(Incorporated by reference from Midcoast Form 8-K dated October
21, 1996, as Exhibit 2.1).
2.7 Stock Purchase Agreement dated March 18, 1997, by and between
Midcoast Energy Resources, Inc. and Atrion Corporation.
(Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1996, as Exhibit 2.7).
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. (Incorporated by reference
from Midcoast Registration Statement on Form SB-2 (No.
333-4643) dated August 8, 1996).
3.3 Bylaws of Midcoast Energy Resources, Inc. (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended
December 1, 1992).
4.1 Shareholder Agreement dated April 30, 1994, by and between
Midcoast Energy Resources, Inc. and Bill G. Bray (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year
ended December 31, 1994).
4.2 Shareholder Agreement dated April 30, 1994, by and between
Midcoast Energy Resources, Inc. and Duane S. Herbst
(Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1994).
4.3 Shareholder Agreement dated April 30, 1994, by and between
Midcoast Energy Resources, Inc. and Richard A. Robert
(Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1994).
4.4 Shareholder Agreement dated April 30, 1994, by and between
Midcoast Energy Resources, Inc. and I. J. Berthelot, II
(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. (Incorporated by reference from Midcoast
Registration Statement on Form SB-2 (No. 333-4643) dated
August 8, 1996).
4.6 Representative's Warrants. (Incorporated by reference from
Midcoast Registration Statement on Form SB-2 (No. 333-4643)
dated August 8, 1996).
4.7 Voting Proxy Agreement dated August 5, 1996, by and between Midcoast
Energy Resources, Inc., Stevens G. Herbst, Kenneth B. Holmes, Jr.,
Rainbow Investments Company and Texas Commerce Bank National
Association. (Incorporated by reference from Midcoast Registration
Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).
4.8 Registration Rights Agreement dated August 5, 1996, by and
between Midcoast Energy Resources, Inc. and Stevens G. Herbst.
(Incorporated by reference from Midcoast Registration Statement
on Form SB-2 (No. 333-4643) dated August 8, 1996).
4.9 Registration Rights Agreement dated August 5, 1996, by and between
Midcoast Energy Resources, Inc. and Kenneth B. Holmes, Jr.
(Incorporated by reference from Midcoast Registration Statement on
Form SB-2 (No. 333-4643) dated August 8, 1996).
4.10 Registration Rights Agreement dated August 5, 1996, by and
between Midcoast Energy Resources, Inc. and Rainbow Investments
Company. (Incorporated by reference from Midcoast Registration
Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).
* 4.11 Executive Severance Agreement by and between Midcoast Energy
Resources, Inc. and Dan Tutcher, dated August 15, 1997.
* 4.12 Executive Severance Agreement by and between Midcoast Energy
Resources, Inc. and I.J. Berthelot, II, dated August 15, 1997.
* 4.13 Executive Severance Agreement by and between Midcoast Energy
Resources, Inc. and Richard Robert, dated August 15, 1997.
* 4.14 Executive Severance Agreement by and between Midcoast Energy
Resources, Inc. and Duane Herbst, dated August 15, 1997.
10.1 Employment Agreement dated January 1, 1993, by and between
Midcoast Energy Resources, Inc. and Dan C. Tutcher
(Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1992).
10.2 Amendment to the Employment Agreement dated April 1, 1993, by
and between Midcoast Energy Resources, Inc. and Dan C. Tutcher
(Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1993).
10.3 Amendment to Employment Agreement dated April 14, 1997, by and
between Midcoast Energy Resources, Inc. and Dan Tutcher
(Incorporated by reference from Midcoast Form 10-QSB for the
three-month period ended March 31, 1997).
10.4 Employment Agreement dated April 30, 1994, by and between
Midcoast Energy Resources, Inc. and Richard A. Robert
(Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1994).
10.5 Amendment to the Employment Agreement dated April 8, 1996, by
and between Midcoast Energy Resources, Inc. and Richard A.
Robert (Incorporated by reference from Midcoast Form 10-QSB for
the three-month period ended March 31, 1996).
10.6 Employment Agreement dated July 1, 1994, by and between
Midcoast Energy Resources, Inc. and Bill G. Bray (Incorporated
by reference from Midcoast Form 10-KSB for the fiscal year
ended December 31, 1994).
10.7 Employment Agreement dated April 25, 1995, by and between
Midcoast Energy Resources, Inc. and I.J. Berthelot, II
(Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1995).
10.9 Amendment to Employment Agreement dated December 8, 1995, by
and between Midcoast Energy Resources, Inc. and I.J. Berthelot,
II (Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1995).
10.8 Amendment to Employment Agreement dated April 14, 1997, by and
between Midcoast Energy Resources, Inc. and I.J. Berthelot, II
(Incorporated by reference from Midcoast Form 10-QSB for the
three-month period ended March 31, 1997).
10.10 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).
10.11 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).
10.12 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).
10.13 Operating Agreement of Pan Grande Pipeline, L.L.C. dated
February 28, 1996, by and between Midcoast Holdings No. One,
Inc. and Resource Energy Development, L.L.C. (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1995).
10.14 Warrant by and between Triumph Resources Corporation and
Midcoast Energy Resources, Inc. (Incorporated by reference from
Midcoast Registration Statement on Form SB-2 (No. 333-4643)
dated August 8, 1996).
10.15 Midcoast Energy Resources, Inc. 1996 Incentive Stock Plan.
(Incorporated by reference from Midcoast Registration Statement
on Form SB-2 (No. 333-4643) dated August 8, 1996).
10.16 Credit Agreement dated August 22, 1996, by and between Bank
One, Texas N.A. and Midcoast Energy Resources, Inc., Magnolia
Pipeline Corporation and H&W Pipeline Corporation.
(Incorporated by reference from Midcoast Form 10-QSB for the
nine-month period ended September 30, 1996).
10.17 Midcoast Energy Resources, Inc. 1997 Non-Employee Director
Stock Option Plan (Incorporated by reference from Midcoast Form
10-QSB for the three-month period ended March 31, 1997).
10.18Indemnity Agreement dated April 23, 1997 between Midcoast
Energy Resources, Inc. and Richard A. Robert. (Incorporated
by reference from Midcoast Registration Statement on Form S-1
(No. 333-27885) dated June 26, 1997)
10.19Indemnity Agreement dated April 23, 1997 between Midcoast
Energy Resources, Inc. and I.J. Berthelot, II. (Incorporated
by reference from Midcoast Registration Statement on Form S-1
(No. 333-27885) dated June 26, 1997)
10.20Indemnity Agreement dated April 23, 1997 between Midcoast
Energy Resources, Inc. and E.P. Marinos (Incorporated by
reference from Midcoast Registration Statement on Form S-1 (No.
333-27885) dated June 26, 1997)
10.21Indemnity Agreement dated April 23, 1997 between Midcoast
Energy Resources, Inc. and Richard N. Richards.
(Incorporated by reference from Midcoast Registration Statement
on Form S-1 (No. 333-27885) dated June 26, 1997)
10.22Indemnity Agreement dated April 23, 1997 between Midcoast
Energy Resources, Inc. and Duane S. Herbst. (Incorporated by
reference from Midcoast Registration Statement on Form S-1 (No.
333-27885) dated June 26, 1997)
10.23Indemnity Agreement dated April 23, 1997 between Midcoast
Energy Resources, Inc. and Dan C. Tutcher. (Incorporated by
reference from Midcoast Registration Statement on Form S-1 (No.
333-27885) dated June 26, 1997)
10.24First Amendment to Credit Agreement dated May 30, 1997 by and
between Bank One, Texas N.A. and Midcoast Energy Resources,
Inc. , Magnolia Pipeline Corporation, H&W Pipeline Corporation,
Magnolia Resources, Inc., Magnolia Gathering Inc., Midcoast
Holdings No. One, Inc., Midcoast Gas Pipeline, Inc., Nugget
Drilling Corporation, Midcoast Marketing, Inc., AlaTenn Energy
Marketing Company, and Tennessee River Intrastate Gas Co.
(Incorporated by reference from Midcoast Registration Statement
on Form S-1 (No. 333-27885) dated June 26, 1997)
10.25Second Amendment to Credit Agreement dated October 31, 1997 by
and between Bank One, Texas N.A. and Midcoast Energy Resources,
Inc. , Magnolia Pipeline Corporation, H&W Pipeline Corporation,
Magnolia Resources, Inc., Magnolia Gathering Inc., Midcoast
Holdings No. One, Inc., Midcoast Gas Pipeline, Inc., Nugget
Drilling Corporation, Midcoast Marketing, Inc., AlaTenn Energy
Marketing Company, Tennessee river Intrastate Gas Co., Mid
Louisiana Gas Company, Mid Louisiana Gas Transmission Company
and Midla Energy Services Company. (Incorporated by reference
from Midcoast Form 8-K dated October 13, 1997).
10.26 First Amendment to Credit Agreement dated October 31, 1997 by and
between Bank One, Texas N.A. and Midcoast Interstate Transmission,
Inc. (f/k/a/ Alabama Tennessee Natural Gas Company). (Incorporated
by reference from Midcoast Form 8-K dated October 13, 1997).
*10.27 Third Amendment to Employment Agreement dated March 2, 1998 by and
between Midcoast Energy Resources, Inc. and Dan Tutcher.
*10.28 Third Amendment to Employment Agreement dated March 18, 1998 by and
between Midcoast Energy Resources, Inc. and I.J. Berthelot, II.
*10.29 Second Amendment to Employment Agreement dated March 18, 1998 by and
between Midcoast Energy Resources, Inc. and Richard Robert.
*11 -- Computation of Earnings Per Share
*21.1 -- Schedule listing subsidiaries of Midcoast Energy Resources,
Inc.
*27.1 -- Financial Data Schedule for the year ended December 31,
1997.
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* Filed herewith
(b) Reports of Form 8-K
A report on Form 8-K was filed during the fourth quarter of 1997.
Such report was filed on November 13, 1997 to report the Agreement and
Plan of Merger dated October 31, 1997 by and between Republic Gas
Partners, L.L.C. and Midcoast Energy Resources, Inc. In addition, a
report on Form 8-K/A was filed on January 12, 1998 as an amendment to
the Form 8-K filed on November 13, 1997 mentioned above. The amendment
was filed to include the required audited financial statements of
Republic Gas Partners, L.L.C. including the Historical Consolidated
Statement of Operations, Consolidated Statement of Members Deficit and
Consolidated Statement of Cash Flows for the nine months ended
September 30, 1997 and year ended December 31, 1996 and the audited
Consolidated Balance Sheet at September 30, 1997 and December 31,
1996. In addition, the unaudited Midcoast Pro Forma Statement of
Operations for the nine months ended September 30, 1997 and for the
year ended December 31, 1996 and unaudited Pro Forma Balance Sheet at
September 30, 1997.
Signatures
In accordance with Section 13 or 15 (d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MIDCOAST ENERGY RESOURCES, INC.
(Registrant)
BY:/S/ DAN C. TUTCHER
Dan C. Tutcher
Chief Executive Officer
Date: February 1, 1999
In accordance with the Securities and Exchange Act of 1934, this
report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURES CAPACITY IN WHICH SIGNED
/S/ DAN C. TUTCHER Chairman of the Board
(Dan C. Tutcher) Chief Executive Officer
Date: and President
/S/ I. J. BERTHELOT, II Executive Vice President,
Chief Operating
(I. J. Berthelot, II) Officer and Director
Date:
/S/ TED COLLINS, JR. Director
(Ted Collins, Jr.)
Date:
/S/ JERRY J. LANGDON Director
(Jerry J. Langdon)
Date:
/S/ RICHARD N. RICHARDS Director
(Richard N. Richards)
Date:
/S/ RICHARD A. ROBERT Treasurer, Principal
Financial Officer
(Richard A. Robert) Principal Accounting
Officer
Date:
S/ BRUCE M. WITHERS Director
(Bruce M. Withers)
Date:
<TABLE>
MIDCOAST ENERGY RESOURCES, INC AND SUBSIDIARIES
EXHIBIT 11: COMPUTATION OF EARNINGS PER COMMON SHARE
Year Ended Year Ended
December 31, December 31,
1996 1997
<S> <C> <C>
Weighted average common shares outstanding,
Basic........................................... $2,074,155 $4,092,135
Net effect of dilutive stock options - based on
the treasury stock method using average market
price........................................... 3,964 109,030
Weighted average common shares outstanding,
Diluted........................................ 2,078,119 4,201,165
Net income..................................... $1,891,226 $5,764,451
Earnings per common share,Basic................. $ .91 $ 1.41
Earnings per common share,Diluted............... $ .91 $ 1.37
</TABLE>
<TABLE>
MIDCOAST ENERGY RESOURCES, INC AND SUBSIDIARIES
EXHIBIT 21.1: SUBSIDIARIES OF THE REGISTRANT
Year of State of
Name Incorporation Incorporation Ownership
<S> <C> <C> <C>
Magnolia Resources, Inc. 1996 Mississippi 100%
Magnolia Gathering, Inc. 1996 Alabama 100%
Magnolia Pipeline Corporation 1989 Alabama 100%
H & W Pipeline Corporation * 1976 Alabama 100%
Midcoast Holdings No. One, Inc. 1993 Delaware 100%
Arcadia/Midcoast Pipeline of New York L.L.C.* 1996 New York 50%
Nugget Drilling Corporation * 1982 Minnesota 100%
Midcoast Marketing, Inc. 1991 Texas 100%
Midcoast Interstate Transmission, Inc. 1966 Alabama 100%
Tennessee River Intrastate Gas Company, Inc. 1986 Alabama 100%
Mid Louisiana Gas Transmission Company 1987 Delaware 100%
Mid Louisiana Gas Company 1953 Delaware 100%
Midcoast Gas Pipeline, Inc. 1997 Texas 100%
Pan Grande Pipeline, L.L.C. 1996 Texas 50%
Starr County Gathering System - A Joint Venture 1996 Texas 60%
* Presently Inactive
</TABLE>
MIDCOAST ENERGY RESOURCES, INC AND SUBSIDIARIES
EXHIBIT 27.1: FINANCIAL DATA SCHEDULE FOR THE YEAR ENDED DECEMBER 31,1997.
PERIOD TYPE
12 MOS
FISCAL YEAR END
12/31/97
PERIOD END
12/31/97
CASH
307,652
SECURITIES
--
RECEIVABLES
27,523,904
ALLOWANCES
--
INVENTORY
1,225,490
CURRENT ASSETS
29,057,046
PP&E
100,581,046
DEPRECIATION
3,029,031
TOTAL ASSETS
128,038,321
CURRENT LIABILITIES 27,169,289
BONDS
--
COMMON
56,813
PREFERRED-MANDATORY --
PREFERRED
--
OTHER - SE 61,394,291
TOTAL LIABILITY & EQUITY 128,038,321
SALES 112,744,030
TOTAL REVENUES 112,744,030
CGS 100,404,927
TOTAL COSTS 105,452,704
OTHER EXPENSES 310,137
LOSS PROVISION --
INTEREST EXPENSE 1,066,738
INCOME PRETAX 5,914,451
INCOME TAX 150,000
INCOME CONTINUING 5,764,451
DISCONTINUED --
EXTRAORDINARY --
CHANGES --
NET INCOME 5,764,451
EPS BASIC 1.41
EPS DILUTED 1.37
