<PAGE> 1
As filed with the Securities and Exchange Commission on September 10, 1997
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
HARKEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
DELAWARE 95-2841597
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
HARKEN ENERGY CORPORATION
5605 NORTH MACARTHUR BLVD., SUITE 400
IRVING, TEXAS 75038
(972) 753-6900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------
GREGORY S. PORTER
VICE PRESIDENT - LEGAL
HARKEN ENERGY CORPORATION
5605 NORTH MACARTHUR BLVD., SUITE 400
IRVING, TEXAS 75038
(972) 753-6900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
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: [X]
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: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered Unit(1) Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $ 0.01 565,000 $ 6.00 $ 3,390,000 $ 1,027.27
per share
===============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low sales
prices of the common stock as reported by the American Stock Exchange on
August 15, 1997.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
565,000 Shares
HARKEN ENERGY CORPORATION
Common Stock
---------------------
The 565,000 shares (the "Shares") of common stock, par value $0.01 per
share ("Common Stock"), of Harken Energy Corporation, a Delaware corporation
("Harken" or the "Company"), offered hereby are being offered by the
stockholders of the Company named herein (the "Selling Stockholders"). The
Company will not receive any of the proceeds from the sale of the Shares, but
the Company has agreed to bear certain expenses of registration of the Shares
under the federal and state securities laws (currently estimated to be $7,500),
and of any offering and sale hereunder not including certain expenses such as
commissions and discounts of underwriters, dealers or agents. See "Selling
Stockholders" and "Use of Proceeds."
The Common Stock is traded on the American Stock Exchange, under the
symbol "HEC." On September __, 1997, the closing sales price of the Common
Stock as reported on the American Stock Exchange was $_____ per share.
The Shares may be offered and sold from time to time by the Selling
Stockholders directly or through broker- dealers or underwriters who may act
solely as agents, or who may acquire the Shares as principals. The
distribution of the Shares may be effected in one or more transactions that may
take place through the American Stock Exchange or any other national securities
exchange on which the Common Stock is approved for listing in the future,
including block trades or ordinary broker's transactions, or through privately
negotiated transactions, or through an underwritten public offering, or through
a combination of any such methods of sale, at such prices as may be obtainable.
Usual and customary or specially negotiated brokerage fees or commissions may
be paid by the Selling Stockholders in connection with such sales. See "Plan
of Distribution."
To the extent required, the specific shares of Common Stock to be sold,
the purchase price, public offering price, names of any agent, dealer or
underwriter, and any applicable commission or discount with respect to a
particular offering will be set forth in an accompanying Prospectus Supplement.
The aggregate proceeds to the Selling Stockholders from the sale of the Shares
will be the purchase price thereof less the aggregate agents' commissions and
underwriters' discounts, if any, and other expenses of distribution not borne
by the Company.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of any of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any commission
received by them and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act. See "Plan of Distribution" for indemnification arrangements.
PROSPECTIVE INVESTORS SHOULD CONSIDER AND REVIEW THE INFORMATION UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 4 PRIOR TO AN INVESTMENT IN THE
SHARES 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 September__, 1997.
<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 filed by the Company may be inspected and
copied, at prescribed rates, at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024, as
well as at the regional offices of the Commission at Seven World Trade Center,
13th Floor, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60601. Copies of such material
may also be obtained at prescribed rates by writing to the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Common Stock is listed on the American Stock Exchange. Such documents are
also available at the Web site maintained by the Commission
(http://www.sec.gov). Reports, proxy statements and other information
described above may also be inspected and copied at the offices of the American
Stock Exchange at 86 Trinity Place, New York, New York 10006.
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act, with respect
to the Shares offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits thereto. For further information with
respect to the Company and the Common Stock, reference is hereby made to such
Registration Statement and exhibits. Statements contained herein concerning
the provisions of any documents are necessarily summaries of those documents,
and each statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission. The Registration Statement and
any amendments thereto, including exhibits filed as a part thereof, are
available for inspection and copying as set forth above.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR
ANY OFFER TO OR SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
2
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
(4) The Company's Proxy Statement for the Annual Meeting of Stockholders
of Harken held on June 9, 1997, as amended and supplemented by the
additional soliciting materials dated May 12, 1997 for the Annual
Meeting of Stockholders of Harken held on June 9, 1997; and
(5) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, as amended, including all
amendments and reports filed for the purpose of updating such
description.
All documents filed by Harken pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
Prospectus, in a supplement to this Prospectus or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any subsequently filed supplement to this Prospectus or
in any document that also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any 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 furnish without charge to each person to whom a copy of
this Prospectus has been delivered, upon written or oral request, a copy of any
or all documents incorporated by reference in this Prospectus, other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference in such documents. Written or oral requests for such copies
should be directed to Gregory S. Porter, Harken Energy Corporation, 5605 North
MacArthur Blvd., Suite 400, Irving, Texas 75038 (Telephone: (972) 753-6900).
3
<PAGE> 5
THE COMPANY
Harken is engaged in oil and gas exploration, development and production
operations both domestically and internationally through its various
wholly-owned subsidiaries and joint venture investments. Harken's domestic
operations include oil and gas exploration and production operations in the
Paradox Basin in Utah, the Gulf Coast of Texas, the Texas Panhandle, the
Magnolia region of Arkansas and the Carlsbad region of New Mexico. Harken's
international operations include four exclusive Colombian Association Contracts
between Harken's wholly-owned subsidiary, Harken de Colombia, Ltd., and Empresa
Colombiana de Petroleos, the state-owned oil company of the Republic of
Colombia.
Harken was incorporated in 1973 in the State of California and
reincorporated in 1979 in the State of Delaware. Harken's principal offices
are located at 5605 North MacArthur Blvd., Suite 400, Irving, Texas 75038 and
its telephone number is (972) 753-6900.
RISK FACTORS
Prior to making an investment decision, prospective investors should
consider carefully all of the information set forth in this Prospectus and, in
particular, should evaluate the following risk factors.
LOSSES FROM CONTINUING OPERATIONS
Harken reported losses from continuing operations for the fiscal years
ended December 31, 1994, 1995 and 1996 in the amounts of $8,211,000, $1,625,000
and $341,000, respectively. For the first six months of 1997, Harken reported
income of approximately $114,000. There can be no assurance, however, that
Harken will continue to remain profitable. In addition, Harken's profitability
may be adversely affected by the interest burden created by the issuance in
July 1997 of the Notes (as defined below).
DILUTION; EFFECT OF SALES OF COMMON STOCK ON MARKET PRICE
As of August 15, 1997, there were 116,098,984 shares of Common Stock
outstanding. Harken has reserved a significant number of shares of Common
Stock for future issuance as described below. There can be no assurance that
the issuance of the shares of Common Stock which have been reserved for future
issuance will not have a material adverse effect on the then prevailing market
price of the Common Stock. Furthermore, issuance of the shares of Common Stock
as described below could result in significant dilution to the stockholders of
the Company.
On June 11, 1997, Harken issued $70,000,000 in principal amount of its 5
1/2% Senior Convertible Notes due 2002 (the "Notes"). The Notes are
convertible into shares of Common Stock by the holders thereof at a conversion
price of $5.00 per share at any time after July 21, 1997. Holders of the Notes
who voluntarily elect to convert to shares of Common Stock before December 11,
1997, will receive a 5% bonus in shares of Common Stock upon such voluntary
conversion. Under certain events the Company may be able to force the
mandatory conversion of all outstanding Notes into Common Stock after June 11,
1998. As of September 4, 1997, Notes in the principal amount of $58,100,000
remained outstanding and up to 12,201,000 shares of Common Stock could be
required to be issued upon conversion of such Notes.
Harken has reserved additional shares of Common Stock for issuance as
follows: (i) 2,643,937 shares of Common Stock have been reserved for issuance
upon exercise of outstanding warrants; and (ii) 8,456,499 shares of Common
Stock have been reserved for issuance upon exercise of outstanding stock
options and stock options which may be issued pursuant to Harken's existing
stock option plans.
VOLATILITY OF HARKEN COMMON STOCK TRADING PRICE
The daily closing prices of the Common Stock as reported by the American
Stock Exchange has fluctuated significantly over the past 12 months, ranging
from a high of $7.13 per share to a low of $2.00 per share.
4
<PAGE> 6
Management believes that the price fluctuations and trading activity in the
Common Stock during the past 12 months are attributable to a number of factors,
including Harken's international exploration activities. There can be no
assurance that future announcements regarding Harken's international
exploration efforts will not have a substantial adverse effect on the then
prevailing market price of the Common Stock.
CONTINGENT LIABILITIES OF HARKEN
Harken has certain contingent liabilities that could have a material
adverse effect on its financial condition if Harken were required to satisfy
these liabilities, including the following:
Harken Southwest Corporation ("HSW") owns an interest in the Aneth Gas
Plant. The Aneth Gas Plant facility was in operation for many years prior to
HSW becoming an owner. The operations at the Aneth Gas Plant previously used
open, unlined drip pits for storage of various waste products. The current
plant owners have replaced all of the open ground pits currently being used
with steel tanks. The plant owners are currently in the process of closing the
open ground pits.
Texaco, the plant's operator, received a letter from the Environmental
Protection Agency ("EPA") dated July 21, 1991 and a subsequent letter dated
June 8, 1992, in which the EPA requested certain information in order to
determine if hazardous substances had been released into the environment at the
Aneth Gas Plant. Texaco has advised HSW that certain information was supplied
to the EPA pursuant to this request. Subsequently, core samples in and around
certain pit areas were jointly taken by the EPA and Texaco. The EPA approved a
plan dated April 12, 1996 proposed by Texaco for the remediation and closure of
the pits.
The prior owner of the Aneth Gas Plant facility, El Paso Natural Gas, has
agreed to accept financial responsibility for a portion of the remediation
work. Texaco and the other current plant owners, including HSW, have entered
into a formal agreement with the prior owner to allocate costs between
remediation work that is mandated by the EPA and other remediation work that is
determined to be carried out by the parties. The prior owner will bear
approximately 86% of the costs of mandated remediation as well as certain other
related expenses. The prior owner will not be responsible for other
remediation work that does not fall within the mandated category. At this
time, however, it is impossible for HSW to accurately estimate the costs of the
cleanup at the Aneth Gas Plant facility or the amount of such total costs the
indemnification from the prior owner will cover for the mandated remediation
work. Harken has accrued a contingency reserve of $239,000 at June 30, 1997
for management's best estimate of its share of remediation expenditures. There
can be no assurance, however, that the actual amount will not be significantly
higher than the amount that has been accrued, which could have a material
adverse effect on the financial condition of Harken.
PREFERRED STOCK AUTHORIZED FOR ISSUANCE
Harken has ten million shares of preferred stock available for issuance.
The Board of Directors is authorized to issue such preferred stock in one or
more series and to set the designations, preferences, powers and relative
rights and restrictions thereof without further approval by the stockholders of
the Company. Presently, Harken has four series of preferred stock authorized,
but no shares of preferred stock are currently outstanding. Such shares of
preferred stock, if issued, would have certain preferences over the shares of
Common Stock with respect to the payment of dividends and upon liquidation,
dissolution, winding-up and in certain instances, voting. The Board of
Directors of Harken also may authorize additional series of preferred stock in
the future that have similar or additional preferences over the shares of
Common Stock.
RISKS RELATED TO INTERNATIONAL OPERATIONS
Harken presently conducts international operations and anticipates that
it will conduct significant international operations in the future. Foreign
properties, operations or investments may be adversely affected by local
political and economic developments, exchange controls, currency fluctuations,
royalty and tax increases, retroactive tax claims, renegotiation of contracts
with governmental entities, expropriation, import and export regulations and
other foreign laws or policies governing operations of foreign-based companies,
as
5
<PAGE> 7
well as by laws and policies of the United States affecting foreign trade,
taxation and investment. In addition, as certain of Harken's operations are
governed by foreign laws, in the event of a dispute, Harken may be subject to
the exclusive jurisdiction of foreign courts or may not be successful in
subjecting foreign persons to the jurisdiction of courts in the United States.
Harken may also be hindered or prevented from enforcing its rights with respect
to a governmental instrumentality because of the doctrine of sovereign
immunity. Exploration and production activities in areas outside the United
States are also subject to the risks inherent in foreign operations, including
loss of revenue, property and equipment as a result of hazards such as
expropriation, nationalization, war, insurrection and other political risks.
Harken anticipates that full development of the oil and gas reserves in
the contract areas covered by Harken's four Colombian Association Contracts
will take several years and may require extensive production facilities which
could require significant additional capital expenditures. The ultimate amount
of such expenditures cannot be presently predicted. Harken anticipates that
amounts required to fund international activities, including those in Colombia,
will be funded from existing cash balances, asset sales, stock issuances,
production payments, operating cash flows and potentially from industry
partners; however, there can be no assurance that Harken will have adequate
funds available to it to fund its international activities without
participation from industry partners or that participation from industry
partners can be obtained to fund such international activities. In addition,
Harken faces certain deadlines for completing specific projects required
pursuant to the four Colombian Association Contracts. Failure to meet any of
such deadlines could result in Harken losing its rights to one or more of the
Association Contracts, which could have a material adverse effect on Harken's
business.
UNCERTAINTIES IN UNITED STATES -- COLOMBIA BILATERAL POLITICAL, TRADE AND
INVESTMENT RELATIONS
Pursuant to the Foreign Assistance Act of 1961, the President of the
United States is required to determine whether to certify that certain
countries have cooperated with the United States, or taken adequate steps on
their own, to achieve the goals of the United Nations Convention Against
Illicit Traffic in Narcotic Drugs and Psychotropic Substances. In 1995, 1996
and 1997, the President did not certify Colombia. The 1995 decertification was
later subject to a so-called "national interest" waiver, effectively nullifying
its statutory effects. Based on the 1996 and 1997 Presidential
decertification, the United States imposed substantial economic sanctions on
Colombia, including the withholding of bilateral economic assistance, the
blocking of Export-Import Bank and Overseas Private Investment Corporation
loans and political risk insurance, and the entry of the United States votes
against multilateral assistance to Colombia in the World Bank and the
InterAmerican Development Bank. It is expected that the United States will
continue to not certify Colombia as long as the current Colombia government
remains in power.
The consequences of continued and successive United States
decertifications of Colombian activities are not fully known, but may include
the imposition of additional economic sanctions on Colombia in 1997 and
succeeding years. The President also has authority to impose far-reaching
economic, trade and investment sanctions on Colombia pursuant to the
International Emergency Economic Powers Act of 1978, which powers were
exercised in 1988 and 1989 against Panama in a dispute over narcotics
trafficking activities by the Panamanian government. The Colombian
government's reaction to United States sanctions could potentially include,
among other things, restrictions on the repatriation of profits and the
nationalization of Colombian assets owned by United States entities.
Accordingly, imposition of the foregoing economic and trade sanctions on
Colombia could materially affect the performance of the Common Stock and the
Company's long-term financial results.
INDUSTRY RISKS
Oil and Gas Price Volatility. The revenues generated by Harken are
highly dependent upon the prices of crude oil and natural gas. Fluctuations in
the energy market make it difficult to estimate future prices of oil and
natural gas. Fluctuations in energy prices are caused by a number of factors,
including regional, domestic and international demand, energy legislation,
federal or state taxes on sales of crude oil and natural gas, production
guidelines established by the Organization of Petroleum Exporting Countries,
and the relative
6
<PAGE> 8
abundance of supplies of alternative fuel such as coal. Additionally, changing
international economic and political conditions may have a dramatic impact upon
crude oil and natural gas prices. Many of these factors are beyond the control
of Harken.
Business Risks. Harken must continually acquire or explore for and
develop new oil and gas reserves to replace those being depleted by production.
Without successful drilling or acquisition ventures, Harken's oil and gas
assets, properties and revenues derived therefrom will decline over time. To
the extent Harken engages in drilling activities, such activities carry the
risk that no commercially viable oil or gas production will be obtained. The
cost of drilling, completing and operating wells is often uncertain. Moreover,
drilling may be curtailed, delayed or canceled as a result of many factors,
including shortage of available working capital, title problems, weather
conditions, environmental concern, shortages of or delays in delivery of
equipment, as well as the financial instability of well operators, major
working interest owners and drilling and well servicing companies. The
availability of a ready market for Harken's oil and gas depends on numerous
factors beyond its control, including the demand for and supply of oil and gas,
the proximity of Harken's natural gas reserves to pipelines, the capacity of
such pipelines, fluctuation in seasonal demand, the effects of inclement
weather, and government regulation. New gas wells may be shut-in for lack of a
market until a gas pipeline or gathering system with available capacity is
extended into the area.
Operating Hazards and Uninsured Risks. The operations of Harken are
subject to the inherent risks normally associated with exploration for and
production of oil and gas, including blowouts, cratering, pollution and fires,
each of which could result in damage to or destruction of oil and gas wells or
production facilities or damage to persons and property. As is common in the
oil and gas industry, Harken is not fully insured against these risks, either
because insurance is not available or because Harken has elected to self-insure
due to high premium costs. The occurrence of a significant event not fully
insured against could have a material adverse effect on Harken's financial
condition.
Environmental Regulation. Harken's domestic activities are subject to
various Navajo, federal, state, and local laws and regulations covering the
discharge of material into the environment or otherwise relating to protection
of the environment. In particular, Harken's oil and gas exploration,
development, production, its activities in connection with storage and
transportation of liquid hydrocarbons and its use of facilities for treating,
processing, recovering, or otherwise handling hydrocarbons and wastes therefrom
are subject to stringent environmental regulation by governmental authorities.
In addition to these domestic laws and regulations, Harken's international
operations are subject to the laws, regulations and governmental approvals of
each foreign country in which it conducts activities including, but not limited
to, environmental laws and regulations governing oil and gas operations. The
environmental legislation of Colombia provides for restrictions and
prohibitions on spills, releases or emissions of various substances produced in
association with oil operations. Under Colombia's environmental laws, the
Company is required to submit a report evaluating the environmental impact of
any actions proposed to be taken which might have a negative impact on the
environment for approval to the Colombian Ministry of the Environment.
Specifically, Harken is required to submit environmental impact reports
regarding each well Harken proposes to drill, all seismic activities and any
proposed pipelines or trucking activity. Failure to timely receive approval of
environmental reports has in the past delayed Harken's operations and there can
be no assurance that Harken will not suffer future delays. Colombia's
regulatory framework with regard to environmental protection is not as fully
developed and detailed as that which exists in the United States. The Company
intends that its operations in Colombia will be designed to meet standard
international petroleum industry practice and, as they develop, Colombian
requirements. Such domestic and foreign laws and regulations have increased
the costs of planning, designing, drilling, installing, operating and
abandoning Harken's oil and gas wells and other facilities and may do so in the
future.
Imprecise Nature of Reserve Estimates. Reserve estimates are imprecise
and may be expected to change as additional information becomes available.
Furthermore, estimates of oil and gas reserves, of necessity, are projections
based on engineering data, and there are uncertainties inherent in the
interpretation of such data as well as the projection of future rates of
production and the timing of development expenditures. Reserve engineering is
a subjective process of estimating underground accumulations of oil and gas
that cannot be
7
<PAGE> 9
measured in an exact way, and the accuracy of any reserve estimate is a
function of the quality of available data and of engineering and geological
interpretation and judgment.
Competition. The oil and gas industry is competitive in all its phases.
Competition is particularly intense respecting the acquisition of desirable
producing properties and the sale of oil and natural gas production. Harken's
competitors in oil and gas exploration, development and production include
major oil companies and numerous independent oil and gas companies, and
individual producers and operators. Many of Harken's competitors possess and
employ financial and personnel resources substantially greater than those which
are available to Harken, and may, therefore, be able to pay greater amounts for
desirable leases and to define, evaluate, bid for and purchase a greater number
of producing prospects than the financial or personnel resources of Harken will
permit.
Extensive Regulation. The production of oil and gas is subject to
extensive Navajo, federal and state laws, rules, orders and regulations
governing a wide variety of matters, including the drilling and spacing of
wells, allowable rates of production, prevention of waste and pollution and
protection of the environment. In addition to these domestic laws and
regulations, Harken's international operations are subject to the laws,
regulations and governmental approvals of each foreign country in which it
conducts activities including, but not limited to, environmental laws and
regulations governing oil and gas operations. Such laws, rules and regulations
are subject to change. Any such change in any law, rule or regulation could
have the effect of increasing the Company's cost of exploration or production
or may limit the Company's revenues by regulating the level of oil and gas
production, either of which could have a material adverse effect on the
financial condition of the Company.
USE OF PROCEEDS
Harken will not receive any part of the proceeds from the sale of Shares
by the Selling Stockholders.
8
<PAGE> 10
SELLING STOCKHOLDERS
This Prospectus covers the offer and sale of the Shares by the Selling
Stockholders. Set forth below are the names of the Selling Stockholders, the
nature of any position, office or other material relationship that the Selling
Stockholders have had within the last three years with the Company or any of
its predecessors or affiliates, the number of shares of Common Stock owned by
the Selling Stockholders as of the date of this Prospectus, the number of
shares of Common Stock which may be offered by the Selling Stockholders
pursuant to this Prospectus, and the number of shares of Common Stock owned by
the Selling Stockholders upon completion of the offering if all of the Shares
held by the Selling Stockholders are sold. Any or all of the Shares listed
below may be offered for sale by the Selling Stockholders from time to time.
<TABLE>
<CAPTION>
Percent of
Common Stock
Shares Owned Shares Owned Owned After
Prior to the Shares After the the
Offering Offered Offering(1) Offering(1)
Selling Stockholders Hereby
- ------------------------------------ ----------------- ----------- ----------------- ----------------
<S> <C> <C> <C> <C>
Clovis Boren 126,622 126,622 -0- -0-
Kozell Boren 129,256 118,671 10,585 (2)
Vernie & Jo Anne Boren 110,768 110,768 -0- -0-
James L. Williams 102,912 102,912 -0- -0-
Marvin & Leah Rosenberg Family Trust 44,014 44,014 -0- -0-
Eric Wyser 24,720 21,720 3,000 (2)
Karen Wyser 21,720 21,720 -0- -0-
J. R. Lovell 9,080 9,080 -0- -0-
Bart Boren 9,439 9,493 -0- -0-
</TABLE>
- ---------------------
(1) Assumes no other disposition or acquisition of Common Stock and all
Shares included herein are sold.
(2) Less than one percent.
9
<PAGE> 11
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of Common Stock
owned by the Selling Stockholders. It is anticipated that the Selling
Stockholders will offer the Shares in the manner set forth on the cover page of
this Prospectus, from time to time, directly or through broker-dealers or
underwriters who may act solely as agents or may acquire the Shares as
principals, in all cases as designated by the Selling Stockholders. Such
underwriters or broker- dealers acting either as principal or as agent, may
receive compensation in the form of usual and customary or specifically
negotiated underwriting discounts, concessions or commissions from the Selling
Stockholders or the purchasers of the securities offered hereby for whom they
may act as agent.
The net proceeds to the Selling Stockholders from the sale of Common
Stock so offered will be the purchase price of the Common Stock sold less the
aggregate agents' commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by the Company. The Selling
Stockholders and any dealers or agents that participate in the distribution of
Common Stock may be deemed to be "underwriters" within the meaning of the
Securities Act.
At any time a particular offer of Common Stock is made, to the extent
required, the specific shares of Common Stock to be sold, the purchase price,
public offering price, the names of any such agent, dealer or underwriter and
any applicable commission or discount with respect to a particular offering
will be set forth in an accompanying Prospectus Supplement. Such Prospectus
Supplement may, if necessary, be in the form of a post-effective amendment to
the Registration Statement of which this Prospectus is a part, and will be
filed with the Commission to reflect the disclosure of additional information
with respect to the distribution of such securities.
Pursuant to certain agreements between the Company and Selling
Stockholders, the Company has agreed to file a "shelf" registration statement
pursuant to Rule 415 under the Securities Act covering the sale of shares of
Common Stock held by the Selling Stockholders, and to use its reasonable best
efforts to maintain the effectiveness of any such registration statement for no
less than 270 days from the date of effectiveness of such registration
statement. In addition, the Company has agreed to bear certain expenses of
registration of the Shares under the federal and state securities laws
(currently estimated to be $7,500) and of any offering and sale hereunder not
including certain expenses such as commissions or discounts of underwriters,
dealers or agents attributable to the sale of such Common Stock. The Company
has also agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act, or to contribute
to payments the Selling Stockholders may be required to make in respect
thereof.
To comply with the securities laws of certain jurisdictions, the
securities offered hereby may be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the securities offered hereby may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an
exemption from registration or qualification is available and is complied with.
The Selling Stockholders and any other person participating in such
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Rules
10b-6 and 10b-7, which provisions may limit the timing of purchases and sales
by the Selling Stockholders and any other such person. Furthermore, under Rule
10b-6 under the Exchange Act, any person engaged in a distribution of the
Common Stock may not simultaneously engage in market making activities with
respect to such securities for a period of two business days prior to the
commencement of such distribution. All of the foregoing may affect the
marketability of the securities offered hereby.
10
<PAGE> 12
LEGAL MATTERS
The validity of the Shares will be passed upon for Harken by Gregory S.
Porter, Esq., Vice President - Legal of Harken.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996,
which is incorporated by reference herein, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be paid by the Company in connection with the offering
described in this Registration Statement are estimated as follows:
<TABLE>
<S> <C>
Commission Registration Fee . . $ 1,027.27
Printing and Engraving Expenses 2,000.00
Accounting Fees and Expenses . 2,000.00
Blue Sky Fees and Expenses . . 1,000.00
Miscellaneous . . . . . . . . . 1,472.73
----------
Total . . . $ 7,500.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of the State of Delaware
("Delaware Law"), a Delaware corporation may indemnify its directors, officers,
employees and agents against expenses (including attorneys fees), judgments,
fines and settlements in nonderivative suits, actually and reasonably incurred
by them in connection with the defense of any action, suit or proceeding in
which they or any of them were or are made parties or are threatened to be made
parties by reason of their serving or having served in such capacity. Delaware
law, however provides that such person must have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the corporation, and in the case of a criminal action, such person must have
had no reasonable cause to believe his or her conduct was unlawful. Section 145
further provides that in connection with the defense or settlement of any
action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in
good faith, in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made
with respect to any claim, issue or matter as to which such person has been
adjudged liable for negligence or misconduct unless the Court of Chancery or
the court in which such action or suit is brought approves such
indemnification. Section 145 further permits a Delaware corporation to grant
its directors and officers additional rights of indemnification through bylaw
provisions and otherwise, and to purchase indemnity insurance on behalf of its
directors and officers. Indemnification is mandatory to the extent a claim,
issue or matter has been successfully defended.
Article Ten of the Company's Certificate of Incorporation and Article VII
of the Company's bylaws provide, in general, that the Company shall indemnify
its directors and officers under certain of the circumstances defined in
Section 145. The Company has entered into agreements with each member of its
Board of Directors pursuant to which it will advance to each director costs of
litigation in accordance with the indemnification provisions of the Company's
Certificate of Incorporation and bylaws.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
4.1 - Form of certificate representing shares of Common Stock (filed as Exhibit 1 to Harken's Registration
Statement on Form 8-A, File No. 0-9207, and incorporated by reference herein).
</TABLE>
II-1
<PAGE> 14
<TABLE>
<S> <C>
4.2 - Certificate of the Designations, Powers, Preferences and Rights of Series C Cumulative Convertible
Preferred Stock, $1.00 par value of Harken Energy Corporation (filed as Exhibit 4.3 to Harken's
Annual Report on Form 10-K for fiscal year ended December 31, 1989, File No. 0-9207, and incorporated
by reference herein).
4.3 - Certificate of the Designations of Series D Preferred Stock, $1.00 par value of Harken Energy
Corporation (filed as Exhibit 4.3 to Harken's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1995, File No. 0-9207, and incorporated by reference herein).
*5.1 - Opinion of Gregory S. Porter, Esq.
*23.1 - Consent of Arthur Andersen LLP.
*23.2 - Consent of Gregory S. Porter, Esq. (included in opinion filed as Exhibit 5.1).
*24.1 - Powers of Attorney.
</TABLE>
- --------------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) The undersigned Registrant 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 thereto) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective 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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs
II-2
<PAGE> 15
is contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(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 therein, 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.
(c) 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 provisions described under Item 15 above, 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 16
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on September 10, 1997.
HARKEN ENERGY CORPORATION
*
----------------------------------
Mikel D. Faulkner, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------- ----------------------------------------- ----------------------
<S> <C> <C>
* Chairman of the Board and Chief September 10, 1997
------------------------------- Executive Officer (Principal
Mikel D. Faulkner Executive Officer)
* President and Chief Operating September 10, 1997
------------------------------- Officer and Director
Richard H. Schroeder
* Senior Vice President, Chief September 10, 1997
------------------------------ Financial Officer and Director
Bruce N. Huff (Principal Accounting Officer and
Principal Financial Officer)
* Senior Vice President and Director September 10, 1997
------------------------------
Stephen C. Voss
* Director September 10, 1997
------------------------------
Gary R. Petersen
</TABLE>
II-4
<PAGE> 17
<TABLE>
<S> <C> <C>
* Director September 10, 1997
-------------------------------
Michael M. Ameen, Jr.
Director September 10, 1997
-------------------------------
Michael R. Eisenson
Director September 10, 1997
-------------------------------
Hobart A. Smith
* Director September 10, 1997
-------------------------------
Donald W. Raymond
* Director September 10, 1997
-------------------------------
Gary B. Wood
</TABLE>
*Gregory S. Porter, by signing his name hereto, does hereby sign this
Registration Statement on behalf of Harken Energy Corporation and each of the
above-named officers and directors of such Company pursuant to powers of
attorney, executed on behalf of the Company and each officer and director.
/s/ Gregory S. Porter
- -------------------------
Gregory S. Porter,
Attorney-in-Fact
II-5
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Exhibit Numbered Page
- ------------------- ------------------------------------------------------------ ------------------
<S> <C>
4.1 Form of certificate representing shares of Harken common
stock, par value $.01 per share (filed as Exhibit 1 to
Harken's Registration Statement on Form 8-A, File No. 0-
9207, and incorporated by reference herein).
4.2 Certificate of the Designations, Powers, Preferences and
Rights of Series C Cumulative Convertible Preferred Stock,
$1.00 par value of Harken Energy Corporation (filed as
Exhibit 4.3 to Harken's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989, File No. 0-9207, and
incorporated by reference herein).
4.3 Certificate of the Designations of Series D Preferred
Stock, $1.00 par value of Harken Energy Corporation (filed
as Exhibit 4.3 to Harken's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1995, File No.
0-9207, and incorporated by reference herein).
*5.1 Opinion of Gregory S. Porter, Esq.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Gregory S. Porter, Esq. (included in opinion
filed as Exhibit 5.1).
*24.1 Powers of Attorney.
</TABLE>
- -----------------------
* Filed herewith
<PAGE> 1
Exhibit 5.1
September 10, 1997
Harken Energy Corporation
5605 N. MacArthur Blvd
Suite 400
Irving, TX 75038
Re: Registration Statement on Form S-3
Gentlemen:
I have acted as counsel to Harken Energy Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offer and sale of an
aggregate of 565,000 shares (the "Shares") of common stock, $.01 par value per
share, of the Company ("Common Stock") pursuant to a Registration Statement on
Form S-3 of the Company (the "Registration Statement") to which this opinion
letter is an exhibit.
In reaching the opinion set forth herein, I have reviewed (a) the
Registration Statement, (b) the Certificate of Incorporation of the Company, as
amended, (c) the Bylaws of the Company, (d) records of proceedings of the Board
of Directors and the stockholders of the Company and (e) except as set forth
below, such other agreements, certificates of public officials and officers of
the Company, records, documents and matters of law that I deemed relevant.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications hereinafter stated, I am of the
opinion that, subject to compliance with federal and state securities laws (as
to which I express no opinion), the Shares have been duly authorized and
validly issued and are fully paid and nonassessable.
The opinion expressed above is subject in all respects to the following
assumptions, exceptions and qualifications:
a. I have assumed that (i) all signatures on all documents examined
by me are genuine, (ii) all documents submitted to me as originals
are accurate and complete, (iii) all documents submitted to me as
copies are true and correct copies of the originals thereof, (iv)
all information submitted to me is accurate and complete as of the
date hereof, (v) all persons executing and delivering documents
reviewed by me were competent to execute and to deliver such
documents and (vi) that all persons signing, in a representative
capacity, documents reviewed by me had authority to sign in such
capacity.
b. I have assumed that there are no agreements, indentures,
mortgages, deeds of trust or instruments that affect the ability
of the Company to issue the Shares.
The opinions expressed above are limited to the laws of the State of
Texas, the General Corporation Law of the State of Delaware and the federal
laws of the United States of America. You should be aware that I am not
admitted to the practice of law in the State of Delaware and my opinion herein
as to the General Corporation
<PAGE> 2
Harken Energy Corporation
September 10, 1997
Page 2
Law of the State of Delaware is based solely upon the unofficial compilation
thereof contained in Prentice Hall Information Services Corporation Statutes.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, I do not thereby admit that I come into the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
I disclaim any duty to advise you regarding any changes in, or to
otherwise communicate with you with respect to, the matters addressed herein.
Very truly yours,
/s/ Gregory S. Porter
Gregory S. Porter, Esq.
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated
February 21, 1997, included in Harken Energy Corporation's Form 10-K for the
year ended December 31, 1996, and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
September 10, 1997
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Mikel D. Faulkner, Bruce N. Huff, Larry E. Cummings and Gregory S.
Porter, or any of them (with full power of each of them to act alone), his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, and any or all amendments (including
without limitation, post-effective amendments and any amendment or amendments
increasing the amount of securities for which registration is being sought),
with all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission and/or any regulatory
authority relating to the registration of 565,000 shares of Common Stock, $0.01
par value, of Harken Energy Corporation and such additional shares of Common
Stock as the holders of "piggy-back" registration rights may request to be
included in such registration statement, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same, as fully and to all intents and
purposes as he himself might or could do of personally present, hereby
ratifying and confirming all that the said attorneys-in-fact and agents, or any
of them, or their substitute or substitutes, may lawfully do or cause to be
done.
IN WITNESS WHEREOF, this Power of Attorney has been signed by the following
persons in the capacities indicated as of the 4th day of September, 1997.
<TABLE>
<CAPTION>
NAME CAPACITIES
<S> <C>
/s/ Mikel D. Faulkner Chairman of the Board, Director and
-------------------------------------------- Chief Executive Officer
Mikel D. Faulkner (Principal Executive Officer)
/s/ Bruce N. Huff Senior Vice President, Chief Financial
-------------------------------------------- Officer and Director
Bruce N. Huff (Principal Financial and Accounting Officer)
/s/ Richard H. Schroeder President, Chief Operating Officer
-------------------------------------------- and Director
Richard H. Schroeder
</TABLE>
<PAGE> 2
POWER OF ATTORNEY
September 4, 1997
Page 2
<TABLE>
<S> <C>
/s/ Stephen C. Voss Senior Vice President and Director
--------------------------------------------
Stephen C. Voss
/s/ Gary R. Petersen Director
--------------------------------------------
Gary R. Petersen
/s/ Michael M. Ameen, Jr. Director
--------------------------------------------
Michael M. Ameen, Jr.
Director
----------------------------------------------
Michael R. Eisenson
Director
--------------------------------------------
Hobart A. Smith
/s/ Donald W. Raymond Director
--------------------------------------------
Donald W. Raymond
/s/ Gary B. Wood Director
--------------------------------------------
Gary B. Wood
</TABLE>
