<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1997
REGISTRATION NO. 333-29001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
To
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ENERGY CORPORATION OF AMERICA
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
WEST VIRGINIA 1311 841235822
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
JOSEPH E. CASABONA
EXECUTIVE VICE PRESIDENT
4643 SOUTH ULSTER STREET, SUITE 1100 4643 SOUTH ULSTER STREET, SUITE 1100
DENVER, COLORADO 80237 DENVER, COLORADO 80237
(303) 694-2667 (303) 694-2667
(Address, including zip code and telephone (Address, including zip code and telephone
number, including area code, of registrant's number, including area code, of agent for
principal executive office) service)
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COPY TO:
THOMAS P. MASON
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002-3090
(713) 220-4200
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable following the effectiveness of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following is a complete list of Exhibits filed as part of, or
incorporated by reference into, this Amendment No. 1 to the Registration
Statement (except as otherwise indicated, all exhibits have been previously
filed):
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EXHIBIT DESCRIPTION
NUMBER OF EXHIBIT
------- -----------
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3.1 -- Articles of Incorporation of Energy Corporation of
America.
3.2 -- Bylaws of Energy Corporation of America.
4.1 -- Credit Agreement among Energy Corporation of America,
General Electric Capital Corporation as Agent, and the
lenders named therein, dated as of May 20, 1997.
4.2 -- Note Purchase Agreement between Mountaineer Gas Company
and The John Hancock Mutual Life Insurance Company dated
as of October 12, 1995.
4.3 -- Indenture, dated as of May 23, 1997, between Energy
Corporation of America and The Bank of New York, as
Trustee, with respect to the 9 1/2% Senior Subordinated
Notes Due 2007 (including form of 9 1/2% Senior
Subordinated Note Due 2007).
4.4 -- Form of 9 1/2% Senior Subordinated Note due 2007, Series
A.
4.5 -- Registration Rights Agreement, dated as of May 20, 1997,
among Energy Corporation of America, as issuer, and Chase
Securities Inc. and Prudential Securities Inc.
5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of
the securities being registered.
10.1 -- Eastern American Energy Corporation Profit
Sharing/Incentive Stock Plan dated as of June 4, 1997.
10.2 -- Buy-Sell Stock Option Agreement dated as of May 19, 1997
among Energy Corporation of America, F.H. McCullough, II
and Kathy L. McCullough.
10.3 -- Buy-Sell Stock Option Agreement dated as of July 8, 1996
between Energy Corporation of America and Kenneth W.
Brill.
10.4 -- Incentive Stock Option Agreement dated as of December 21,
1994 between Energy Corporation of America and Donald C.
Supcoe.
10.5 -- First Amendment to Incentive Stock Option Agreement dated
as of August 28, 1995 between Energy Corporation of
America and Donald C. Supcoe.
10.6 -- Incentive Stock Option Agreement dated as of December 19,
1994 between Energy Corporation of America and Richard E.
Heffelfinger.
10.7 -- First Amendment to Incentive Stock Option Agreement dated
as of August 28, 1995 between Energy Corporation of
America and Richard G. Heffelfinger.
10.8 -- Incentive Stock Option Agreement dated as of December 9,
1994 between Energy Corporation of America and J. Michael
Forbes.
10.9 -- First Amendment to Incentive Stock Option Agreement dated
as of August 28, 1995 between Energy Corporation of
America and J. Michael Forbes.
10.10 -- Gas Purchase Agreement dated as of August 29, 1995 among
Eastern American Energy Corporation, Eastern Pipeline
Corporation and Hope Gas, Inc.
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II-1
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EXHIBIT DESCRIPTION
NUMBER OF EXHIBIT
------- -----------
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10.11 -- Gas Sale and Purchase Agreement dated as of March 27,
1991 between Eastern American Energy Corporation and
Seneca Power Partners, L.P.
10.12 -- Gas Purchase Contract dated as of September 13, 1995
among Eastern American Energy Corporation, Eastern
Marketing Corporation and Mountaineer Gas Company.
10.13 -- Gas Purchase Contract dated as of January 1, 1993 between
Eastern American Energy Corporation and Eastern Marketing
Corporation.
10.14 -- FTSI Service Agreement No. 37994 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gulf
Transmission Company.
10.15 -- Service Agreement No. 42794 dated as of November 1, 1994
between Mountaineer Gas Company and Columbia Gulf
Transmission Company.
10.16 -- SST Service Agreement No. 38087 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.17 -- FTS Service Agreement No. 38037 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.18 -- Supplement No. 1 to Transportation Service Agreement No.
38137 dated as of May 6, 1994 between Mountaineer Gas
Company and Columbia Gas Transmission Corporation.
10.19 -- FSS Service Agreement No. 38077 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.20 -- NTS Service Agreement No. 39272 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.21 -- SIT Service Agreement No. 40251 dated as of December 13,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.22 -- FTS Service Agreement No. 38113 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.23 -- Supplement No. 1 to Transportation Service Agreement No.
38113 dated as of May 6, 1994 between Mountaineer Gas
Company and Columbia Gas Transmission Corporation.
10.24 -- Gas Transportation Agreement dated as of October 1, 1994
between Mountaineer Gas Company and Tennessee Gas
Pipeline Company.
10.25 -- Amendment No. 1 to Gas Transportation Agreement dated as
of May 5, 1995 between Mountaineer Gas Company and
Tennessee Gas Pipeline Company.
12.1 -- Computation of ratio of earnings to fixed charges.
*16.1 -- Letter from Coopers & Lybrand regarding change of
accountants.
21.1 -- Subsidiaries of Energy Corporation of America.
23.1 -- Independent Auditors' Consent and Report on Schedules.
23.2 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit
5.1).
24.1 -- Power of Attorney set forth on the signature page
contained in Part II of this Registration Statement.
25.1 -- Statement of Eligibility and Qualification of Form T-1 of
The Bank of New York.
27.1 -- Financial Data Schedule.
99.1 -- Form of Letter of Transmittal.
99.2 -- Form of Notice of Guaranteed Delivery.
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* Filed herewith.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Denver, State of Colorado, on the 19th day of June, 1997.
ENERGY CORPORATION OF AMERICA
By: /s/ J. MICHAEL FORBES
-------------------------------------
J. Michael Forbes
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed on the 19th day of June,
1997, by the following persons in the capacities indicated.
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SIGNATURE TITLE
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KENNETH W. BRILL* Chairman of the Board of Directors
- -----------------------------------------------------
Kenneth W. Brill
JOHN MORK* President, Chief Executive Officer and
- ----------------------------------------------------- Director (principal executive officer)
John Mork
JOSEPH E. CASABONA* Executive Vice President (principal accounting
- ----------------------------------------------------- officer)
Joseph E. Casabona
/s/ J. MICHAEL FORBES Vice President and Treasurer
- ----------------------------------------------------- (principal financial officer)
J. Michael Forbes
RICHARD E. HEFFELFINGER* Director
- -----------------------------------------------------
Richard E. Heffelfinger
F. H. MCCULLOUGH, III* Director
- -----------------------------------------------------
F. H. McCullough III
PETER H. COORS* Director
- -----------------------------------------------------
Peter H. Coors
L.B. CURTIS* Director
- -----------------------------------------------------
L.B. Curtis
JOHN J. DORGAN* Director
- -----------------------------------------------------
John J. Dorgan
JULIE MORK* Director
- -----------------------------------------------------
Julie Mork
ARTHUR C. NIELSEN, JR.* Director
- -----------------------------------------------------
Arthur C. Nielsen, Jr.
/s/ J. MICHAEL FORBES
- -----------------------------------------------------
*(J. Michael Forbes, pursuant to a power-of-attorney
previously filed with this Registration Statement
on Form S-4 (No. 333-29001))
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<PAGE> 5
INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION
NUMBER OF EXHIBIT
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3.1 -- Articles of Incorporation of Energy Corporation of
America.
3.2 -- Bylaws of Energy Corporation of America.
4.1 -- Credit Agreement among Energy Corporation of America,
General Electric Capital Corporation as Agent, and the
lenders named therein, dated as of May 20, 1997.
4.2 -- Note Purchase Agreement between Mountaineer Gas Company
and The John Hancock Mutual Life Insurance Company dated
as of October 12, 1995.
4.3 -- Indenture, dated as of May 23, 1997, between Energy
Corporation of America and The Bank of New York, as
Trustee, with respect to the 9 1/2% Senior Subordinated
Notes Due 2007 (including form of 9 1/2% Senior
Subordinated Note Due 2007).
4.4 -- Form of 9 1/2% Senior Subordinated Note due 2007, Series
A.
4.5 -- Registration Rights Agreement, dated as of May 20, 1997,
among Energy Corporation of America, as issuer, and Chase
Securities Inc. and Prudential Securities Inc.
5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of
the securities being registered.
10.1 -- Eastern American Energy Corporation Profit
Sharing/Incentive Stock Plan dated as of June 4, 1997.
10.2 -- Buy-Sell Stock Option Agreement dated as of May 19, 1997
among Energy Corporation of America, F.H. McCullough, II
and Kathy L. McCullough.
10.3 -- Buy-Sell Stock Option Agreement dated as of July 8, 1996
between Energy Corporation of America and Kenneth W.
Brill.
10.4 -- Incentive Stock Option Agreement dated as of December 21,
1994 between Energy Corporation of America and Donald C.
Supcoe.
10.5 -- First Amendment to Incentive Stock Option Agreement dated
as of August 28, 1995 between Energy Corporation of
America and Donald C. Supcoe.
10.6 -- Incentive Stock Option Agreement dated as of December 19,
1994 between Energy Corporation of America and Richard E.
Heffelfinger.
10.7 -- First Amendment to Incentive Stock Option Agreement dated
as of August 28, 1995 between Energy Corporation of
America and Richard G. Heffelfinger.
10.8 -- Incentive Stock Option Agreement dated as of December 9,
1994 between Energy Corporation of America and J. Michael
Forbes.
10.9 -- First Amendment to Incentive Stock Option Agreement dated
as of August 28, 1995 between Energy Corporation of
America and J. Michael Forbes.
10.10 -- Gas Purchase Agreement dated as of August 29, 1995 among
Eastern American Energy Corporation, Eastern Pipeline
Corporation and Hope Gas, Inc.
10.11 -- Gas Sale and Purchase Agreement dated as of March 27,
1991 between Eastern American Energy Corporation and
Seneca Power Partners, L.P.
10.12 -- Gas Purchase Contract dated as of September 13, 1995
among Eastern American Energy Corporation, Eastern
Marketing Corporation and Mountaineer Gas Company.
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<CAPTION>
EXHIBIT DESCRIPTION
NUMBER OF EXHIBIT
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10.13 -- Gas Purchase Contract dated as of January 1, 1993 between
Eastern American Energy Corporation and Eastern Marketing
Corporation.
10.14 -- FTS1 Service Agreement No. 37994 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gulf
Transmission Company.
10.15 -- FTS2 Service Agreement No. 42794 dated as of November 1,
1994 between Mountaineer Gas Company and Columbia Gulf
Transmission Company.
10.16 -- SST Service Agreement No. 38087 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.17 -- FTS Service Agreement No. 38137 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.18 -- Supplement No. 1 to Transportation Service Agreement No.
38137 dated as of May 6, 1994 between Mountaineer Gas
Company and Columbia Gas Transmission Corporation.
10.19 -- FSS Service Agreement No. 38077 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.20 -- NTS Service Agreement No. 39272 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.21 -- SIT Service Agreement No. 40251 dated as of December 13,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.22 -- FTS Service Agreement No. 38113 dated as of November 1,
1993 between Mountaineer Gas Company and Columbia Gas
Transmission Corporation.
10.23 -- Supplement No. 1 to Transportation Service Agreement No.
38113 dated as of May 6, 1994 between Mountaineer Gas
Company and Columbia Gas Transmission Corporation.
10.24 -- Gas Transportation Agreement No. 8396 dated as of October
1, 1994 between Mountaineer Gas Company and Tennessee Gas
Pipeline Company.
10.25 -- Amendment No. 1 to Gas Transportation Agreement dated as
of May 5, 1995 between Mountaineer Gas Company and
Tennessee Gas Pipeline Company.
12.1 -- Computation of ratio of earnings to fixed charges.
*16.1 -- Letter from Coopers & Lybrand regarding change of
accountants.
21.1 -- Subsidiaries of Energy Corporation of America.
23.1 -- Independent Auditors' Consent and Report on Schedules.
23.2 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit
5.1).
24.1 -- Power of Attorney set forth on the signature page
contained in Part II of this Registration Statement.
25.1 -- Statement of Eligibility and Qualification of Form T-1 of
The Bank of New York.
27.1 -- Financial Data Schedule.
99.1 -- Form of Letter of Transmittal.
99.2 -- Form of Notice of Guaranteed Delivery.
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* Filed herewith.
<PAGE> 1
EXHIBIT 16.1
June 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements with respect to the Change of Accountants made by
Energy Corporation of America, which we understand was filed with the
Commission in connection with the Company's filing on Form S-4. In addition to
the events reported in such Form S-4, with which we agree, additional events
that should have been reported by the Company follow:
There were no disagreements between the Company and Coopers & Lybrand L.L.P. on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. Coopers & Lybrand L.L.P. decided
that it would not rely upon the representations of certain individual members
of management who had made representations in connection with previously issued
financial statements. We relied on the representations of other members of
management in connection with our audits of these financial statements.
Very truly yours,
Coopers & Lybrand L.L.P.
