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As filed with the Securities and Exchange Commission on April 2, 1997
Registration No. 333-23955
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3/A
AMENDMENT NO. 1
REGISTRATION STATEMENT
Under The Securities Act Of 1933
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LOMAK PETROLEUM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
Delaware 500 Throckmorton Street 34-1312571
(STATE OR OTHER JURISDICTION OF Ft. Worth Texas 76102 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (817) 870-2601 IDENTIFICATION NO.)
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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John H. Pinkerton, President
Lomak Petroleum, Inc.
500 Throckmorton Street Fort Worth, Texas 76102
(817) 870-2601
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With a copy to:
J. Mark Metts
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2300
Houston, Texas 77002-6760
(713) 758-2222
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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 of 1933, 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 / /
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
REGISTERED MAXIMUM MAXIMUM REGISTRATION FEE
OFFERING PRICE AGGREGATE
PER UNIT(1) OFFERING PRICE(1)
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<C> <C> <C> <C> <C>
6% Convertible Subordinated Debentures Due 2007..... $55,000,000 $- $ 55,000,000 $ 16,667
Common Stock, $.01 par value(2)..................... 4,287,249 $19.125 $ 81,993,637 $ 24,847
Total........................................... $ 41,514
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(1) Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457 under the Securities Act of
1933, as amended, based on a price of $19.125 (average of the high and low
price of the Common Stock of Lomak Petroleum, Inc, on the New York Stock
Exchange on March 121 1997).
(2) Includes 2,857,143 shares of the Common Stock issuable upon conversion of
the 6% Convertible Subordinated Notes Due 2007, 1,410,106 shares of Common
Stock owned by Cometra Energy L.P. and 20,000 shares of the Common Stock
issuable upon the exercise of warrants outstanding at and exercise price
of $12.88 per share.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 2, 1997
PROSPECTUS
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LOMAK PETROLEUM, INC.
$55,000,000 OF 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2007
AND
4,287,249 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale by the Selling
Securityholders (as defined below) of the following securities of Lomak
Petroleum, Inc., a Delaware corporation (the "Company"): (i) $55,000,000 of 6%
Convertible Subordinated Debentures due 2007 (the "6% Debentures") and (ii)
4,287,249 shares (the "Common Shares") of Common Stock, $.01 par value per share
(the "Common Stock").
The foregoing securities consist of the 6% Debentures, the 2,857,143 shares
of the Common Stock issuable upon the conversion of the 6% Debentures, the
1,410,106 shares of Common Stock owned by Cometra Energy L.P. and 20,000 shares
of the Common Stock issuable upon the exercise of outstanding warrants to
purchase Common Stock at a price of $12.88 per share (the "Warrants")
(collectively the "Selling Securityholder Securities"), which may be sold from
time to time for the accounts of certain stockholders and debentureholders of
the Company (the "Selling Securityholders"). See "Selling Securityholders".
The Securities may be sold through agents, underwriters or dealers
designated from time to time. If any underwriters are involved in the sale of
the Securities by the Company in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable discounts
or commissions with respect to such Securities will also be set forth in a
Prospectus Supplement, to the extent required. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "LOM". The closing price of the Common Stock on March 21, 1997, was
$19.125.
The Securities offered by this Prospectus may be sold from time to time by
the Selling Securityholders, or by their transferees. The distribution of these
securities may be effected in one or more transactions that may take place on
the NYSE, including ordinary brokers' transactions, privately negotiated
transactions or through sales to one or more dealers for resale of such
securities as principals, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or specifically negotiated brokerage fees or commissions may be
paid by the Selling Securityholders.
The Selling Securityholders and intermediaries through whom such securities
are sold may be deemed "underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the securities
offered, and any profits realized or commissions received may be deemed
underwriting compensation. The Company has agreed to indemnify certain of the
Selling Securityholders against certain liabilities, including liabilities under
the Securities Act.
The Company will not receive any of the proceeds from the sale of shares of
the Securities by the Selling Securityholders. See "Use of Proceeds."
All expenses of the registration of securities covered by this Prospectus,
estimated to be $75,000, are to be borne by the Company, except that the Selling
Securityholders will pay any applicable underwriters' commissions and expenses,
brokerage fees or transfer taxes, as well as the fees and disbursements of their
counsel.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR A DESCRIPTION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN
THE SECURITIES HEREBY OFFERED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE 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 April __, 1997.
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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 Forth Worth, State of Texas on April 2, 1997.
LOMAK PETROLEUM, INC.
BY:/S/ JOHN H. PINKERTON
-------------------------------------
John H. Pinkerton
President and
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Thomas J. Edelman Chairman and Director April 2, 1997
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Thomas J. Edelman
/s/ John H. Pinkerton President, Chief Executive Officer and April 2, 1997
- ------------------------------------------ Director (Principal Executive Officer)
John H. Pinkerton
/s/ C. Rand Michaels Vice Chairman and Director April 2, 1997
- ------------------------------------------
C. Rand Michaels
/s/ Robert E. Aikman Director April 2, 1997
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Robert E. Aikman
/s/ Allen Finkelson Director April 2, 1997
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Allen Finkelson
/s/ Anthony V. Dub Director April 2, 1997
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Anthony V. Dub
/s/ Ben A. Guill Director April 2, 1997
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Ben A. Guill
/s/ Thomas W. Stoelk Vice President - Finance and Chief Financial April 2, 1997
- ------------------------------------------ Officer (Principal Financial Officer)
Thomas W. Stoelk
/s/ John R. Frank Controller and Chief Accounting Officer April 2, 1997
- ------------------------------------------ (Principal Accounting Officer)
John R. Frank
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II-1
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EXHIBIT INDEX
Exhibit No. Description
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1.1** Purchase Agreement dated December 20, 1996 among Lomak
Petroleum, Inc., Forum Capital Markets L.P., McDonald
& Company Securities, Inc. and Morgan Keegan & Company,
Inc.
4.1(a)** Form of Indenture between Lomak Petroleum, Inc. and
Keycorp. Shareholder Service, Inc. relating
to the 8.125% Subordinated Convertible Notes due 2005.
4.1(b)** Registration Rights Agreement dated October 31, 1995
among Lomak Petroleum, Inc., Forum Capital Markets L.P.
and Hanifen, Imhoff Inc.
5.1* Opinion of Vinson & Elkins, L.L.P.
24.1(a)* Consent of Vinson & Elkins, L.L.P. (included in
Exhibit 5.1 hereto).
24.1(b)** Consent of Arthur Andersen LLP.
24.1(c)** Consent of Coopers & Lybrand LLP.
24.1(d)** Consent of KPMG Peat Marwick LLP.
* Filed herewith.
** Previously filed.
II-2
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[VINSON & ELKINS LETTERHEAD]
EXHIBIT 5.1
(713) 758-2222 (713) 758-2346
April 2, 1997
Lomak Petroleum, Inc.
500 Throckmorton Street
Fort Worth, Texas 76102
Ladies and Gentleman:
We have acted as counsel to Lomak Petroleum, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-3, Registration Statement No. 333-23955 (the
"Registration Statement"), relating to the proposed offer and sale by certain
securityholders of the Company of up to an aggregate of 4,287,249 shares of the
Company's common stock par value $.01 per share (the "Shares"), and $55,000,000
aggregate principal amount of 6% Convertible Subordinated Debentures due 2007
(the "Debentures"). Of the shares of Common Stock registered by the Registration
Statement, (a) 1,410,106 shares are already outstanding (the "Outstanding
Shares"), (b) 2,857,143 shares are issuable upon conversion of the Debentures
(the "Debenture Shares") and (c) 20,000 shares are issuable upon exercise of
currently outstanding warrants (the "Warrant Shares"). In our capacity as
counsel of the Company, we are passing on certain legal matters in connection
with the registration of the sale of the Shares and the Debentures. At your
request, this opinion is being furnished to you for filing as an exhibit to the
Registration Statement.
In connection with rendering this opinion, we have examined such
certificates, instruments and documents and reviewed such questions of law as we
have considered necessary or appropriate for the purpose of this opinion. In
addition, we have relied as to factual matters on certificate of certain public
officials and officers of the Company.
Based upon the foregoing examination and review, we are of the opinion
that:
(i) The Outstanding Shares are duly and validly authorized and
legally issued, fully paid and nonassessable;
(ii) The Debenture Shares will, upon conversion of the Debentures
in accordance with the terms thereof, be duly and validly
authorized and legally issued, fully paid and nonassessable;
(iii) The Warrant Shares will, upon exercise of the applicable
warrants in accordance with the terms thereof, be duly and
validly authorized and legally issued, fully paid and
nonassessable;
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Lomak Petroleum, Inc.
Page 2
April 2, 1997
(iv) The Debentures have been duly authorized for issuance, and
constitute legally issued and binding obligations of the
Company enforceable in accordance with their terms and
entitled to the benefits of the Indenture, except to the
extent that such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws affecting creditors' rights
generally and by general equitable principles (whether
considered in a proceeding in equity or at law).
The foregoing opinion is limited to the laws of the United States of
America and to the General Corporation Law of the State of Delaware. For
purposes of this opinion, we assume that the Shares will be issued in compliance
with all applicable state securities or Blue Sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, we do not hereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
