SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
Date of Event Reported: 2/1/99
MIDCOAST ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-8898 76-0378638
(State or other Commission (I.R.S. Employer
jurisdiction of File Number Identification No.)
incorporation)
Suite 2950, 1100 Louisiana Street, Houston, Texas
77002
(address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
713/650-8900
MIDCOAST ENERGY RESOURCES, INC., AND
SUBSIDIARIES
Item 5. Other Events
Stock Split
On February 1, 1999, the Registrant announced a five for
four split of its authorized, issued and outstanding common
stock. The stock split will entitle each stockholder of
record on February 11, 1999 to receive one additional share
of common stock for every four shares of the Registrant's
common stock held of record on such date. Certificates
representing the additional shares resulting from the split
are expected to be mailed to stockholders on or about March
1, 1999. No fractional shares will be issued as a result of
the stock split and stockholders entitled to a fractional
share will receive a cash payment equal to the market value
of the fractional share at the close of the market on the
record date. The par value of the Registrant's common stock
did not change as a result of the split, and the aggregate
stated capital of the Registrant was not effected.
Amendment to Registration Statements
The Registrant is acting pursuant to Rule 416 under the
Securities Act of 1933 ("Rule 416") regarding the
Registration Statements listed below (the "Registration
Statements"). Pursuant to Rule 416, if a registration
statement purports to register securities to be offered
pursuant to terms which provide for a change in the amount
of securities being offered or issued to prevent dilution
resulting from stock splits, such registration statement
shall be deemed to cover the additional securities to be
offered or issued as a result of any such stock split or
prior to completion of the distribution of the securities
covered by a registration statement, additional securities
of the same class are issued or issuable as a result of a
stock split the registration statement shall, unless
otherwise expressly provided therein, be deemed to cover
such additional securities resulting from the split of, the
registered securities.
Therefore, each Registration Statement is amended to include
the language set forth on Exhibit 99.1.
The Registration Statements are set forth as follows:
Registration
Statement
Number
333-33127
333-70371
Amendment to Form S-8
Exhibit 23.1 to the Registrant's Registration on
Statement No. 333-33127 is amended as set forth on
Exhibit 99.2.
Amendment to Form S-3
Exhibit 23.3 to the Registrant's Registration Statement
No. 333-70371 as amended as set forth on Exhibit 99.3.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
c) Exhibits
99.1 Rule 416 language for inclusion in the Registration
Statements.
99.2 Amendment to Exhibit 23.1 to the Registrant's
Registration Statement No.
333-33127 on Form S-8.
99.3 Amendment to Exhibit 23.3 to the Registrant's
Registration Statement No.
333-70371 on Form S-3.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereto duly authorized.
MIDCOAST ENERGY RESOURCES, INC.
Date: February 26, 1999 By: /s/ Richard A. Robert
Treasurer
Principal Financial Officer
Principal Accounting Officer
Exhibit 99.1
Pursuant to Rule 416, the number of shares being registered shall
be adjusted to include any additional shares which may become
issuable as a result of stock splits, stock dividends or similar
transactions in accordance with the adjustment provisions that
govern the securities registered hereunder.
Exhibit 99.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our report dated February 27, 1998
incorporated by reference in the registration statement (No. 333-
33127) on Form S-8 of Midcoast Energy Resources, Inc. for the
three-year period ended December 31, 1997.
/s/ Hein + Associates LLP
Hein + Associates LLP
Houston, Texas
February 26, 1999
Exhibit 99.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our reports on the consolidated
financial statements of Midcoast Energy Resources, Inc. as of
December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, dated February 27,
1998, incorporated by reference, in this registration statement
(No. 333-70371) on Form S-3. We also consent to the use of our
reports on the financial statements of the AlaTenn Subsidiaries
as of December 31, 1996 and 1995, and for each of the years in
the three-year period ended December 31, 1996, dated May 9, 1997,
the consolidated financial statements of Republic Gas Partners,
L.L.C. as of September 30, 1997 and December 31, 1995, and for
the 21-month period ended September 30, 1997, dated January 7,
1998, the historical summary of revenue and direct operating
expenses of the KOCH Hydrocarbon Company-Harmony Gas Processing
Plant for the year ended December 31, 1995, dated November 8,
1996, and the historical summary of revenue and direct operating
expenses of the Anadarko Gas Gathering System of El Paso Field
Services Company, a business unit of El Paso Energy Corporation,
for the year ended July 31, 1998, dated October 20, 1998,
incorporated by reference, in this registration statement (No.
333-70371) on Form S-3.
/s/ Hein + Associates LLP
Hein + Associates LLP
Houston, Texas
February 26, 1999
Exhibit 99.1
Pursuant to Rule 416, the number of shares being registered
shall be adjusted to include any additional shares which may
become issuable as a result of stock splits, stock dividends
or similar transactions in accordance with the adjustment
provisions that govern the securities registered hereunder.
Exhibit 99.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our report dated February 27, 1998
incorporated by reference in the registration statement
(No. 333-33127) on Form S-8 of Midcoast Energy Resources,
Inc. for the three-year period ended December 31, 1997.
/s/ Hein + Associates LLP
Hein + Associates LLP
Houston, Texas
February 26, 1999
Exhibit 99.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our reports on the consolidated
financial statements of Midcoast Energy Resources, Inc. as of
December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, dated February 27,
1998, incorporated by reference, in this registration statement
(No. 333-70371) on Form S-3. We also consent to the use of our
reports on the financial statements of the AlaTenn Subsidiaries
as of December 31, 1996 and 1995, and for each of the years in
the three-year period ended December 31, 1996, dated May 9, 1997,
the consolidated financial statements of Republic Gas Partners,
L.L.C. as of September 30, 1997 and December 31, 1995, and for
the 21-month period ended September 30, 1997, dated January 7,
1998, the historical summary of revenue and direct operating
expenses of the KOCH Hydrocarbon Company-Harmony Gas Processing
Plant for the year ended December 31, 1995, dated November 8,
1996, and the historical summary of revenue and direct operating
expenses of the Anadarko Gas Gathering System of El Paso Field
Services Company, a business unit of El Paso Energy Corporation,
for the year ended July 31, 1998, dated October 20, 1998,
incorporated by reference, in this registration statement (No.
333-70371) on Form S-3.
/s/ Hein + Associates LLP
Hein + Associates LLP
Houston, Texas
February 26, 1999
