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As filed with the Securities and Exchange Commission on July 12, 1995
Registration No. 33-60857
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AMERAC ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
---------------------
DELAWARE 75-2181442
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 LOUISIANA, SUITE 3330
HOUSTON, TEXAS 77002
(713) 223-1833
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------
JEFFREY L. STEVENS
Senior Vice President and Chief Financial Officer
306 W. 7th Street, Suite 1025
Fort Worth, Texas 76102 (817) 339-1010
Copies to
ROBERT B. ROBBINS, ESQ.
Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000
(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:
As soon as practicable after the registration statement becomes effective.
If any of the 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 the securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. ( )
---------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==========================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 3,651,195 $.16* $584,191.20 $201.44
==========================================================================================================================
</TABLE>
*Estimated solely for the purpose of calculating the registration fee on the
basis of the closing sale price of the Common Stock in the over-the-counter
market, as reported by NASDAQ, on June 29, 1993, pursuant to Rule 457 under the
Securities Act of 1933.
--------------------
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
- ----------
3,651,195 SHARES
AMERAC ENERGY CORPORATION
COMMON STOCK
---------------------------
This Prospectus relates to 3,651,195 presently outstanding shares (the
"Shares") of common stock, $.05 par value (the "Common Stock"), of Amerac Energy
Corporation, a Delaware corporation (the "Company"), offered for sale by the
Selling Stockholder. The Selling Stockholder anticipates that the distribution
of the Shares will be effected in negotiated transactions at negotiated prices.
The Company will not receive any of the proceeds from the sale of the Shares.
The Common Stock is traded on the Boston Stock Exchange and on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") bulletin
board, under the symbol "AENC". On July 11, 1995, the closing sale for the
Common Stock as reported on NASDAQ was $.20.
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 July 12, 1995.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (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 can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the Commission's regional offices at 7 World Trade Center,
13th Floor, New York, New York 10048 and 14th Floor, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621. Copies of such material can also be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Room, 1024, Washington, D.C. 20549, at prescribed rates. Such reports,
proxy statements, and other information can also be inspected at the offices of
the Boston Stock Exchange, 1 Boston Place, Boston, Massachusetts 02108, on
which the Common Stock is listed.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933 relating to
the securities offered hereby. This Prospectus is filed as a part of the
Registration Statement and does not contain all of the information set forth in
the Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. Any statements
contained herein concerning the provisions of any document are not necessarily
complete, and in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
For further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
filed as a part thereof and other documents incorporated therein by reference.
Copies of the Registration Statement and the exhibits thereto may be inspected
and copied, at prescribed rates, at the public reference facilities maintained
by the Commission at the addresses set forth above.
No person is 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. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy such securities in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. The delivery of this Prospectus or any sale made hereunder shall
not, 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 herein is correct as of any time since the date of such information.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission under the
Exchange Act are incorporated herein by reference:
<PAGE>
1. Annual Report on Form 10-K for the year ended December 31, 1994, as
filed with the Commission on March 29, 1995.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, as
filed with the Commission on May 15, 1995.
3. Current Report on Form 8-K as filed with the Commission on January 17,
1995.
4. Current Report on Form 8-K as filed with the Commission on May 8, 1995.
5. Current Report on Form 8-K as filed with the Commission on June 20,
1995.
6. Definitive proxy statement, dated February 3, 1995 for its Annual
Meeting of Shareholders held on March 14, 1995, as filed with the
Commission on February 3, 1995.
7. Form 8-A Registration Statement as filed with the Commission on
May 17, 1988, incorporating by reference Registration Statement
No. 33-21824 under the Securities Act of 1933 with respect to a
description of the Common Stock.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Prospectus, shall be
deemed incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is also
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 part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference, other than exhibits to such documents. Requests for such
copies should be directed to Jeffrey L. Stevens, Senior Vice President Finance
and Secretary, Amerac Energy Corporation, 306 W. 7th Street, Suite 1025, Fort
Worth, Texas 76102, telephone number (817) 339-1010.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
AMERAC ENERGY CORPORATION
Amerac Energy Corporation was incorporated in 1969 in Texas under the name
"American Quasar Petroleum Co." The Company was reincorporated in 1987 in
Delaware
<PAGE>
under the name of "Wolverine Exploration Company." In March 1995, the Company
changed its name to Amerac Energy Corporation to reflect the change in its basic
business philosophy from exploration to acquisition and exploitation of
producing oil and gas properties. The Company's executive offices are located at
700 Louisiana, Suite 3330, Houston, Texas 77002, and its telephone number is
(713) 233-1833.
SELLING STOCKHOLDER
The Shares are offered for sale by Investment Limited Partnership, a Texas
limited Partnership (the "Selling Stockholder"). In 1987, the Selling
Stockholder acquired 4,056,883 shares of preferred stock of the Company from the
Company, which preferred stock was converted into an equal number of shares of
Common Stock in March 1990. In April 1990, the Company purchased 405,688 shares
of Common Stock from the Selling Stockholder. Prior to this offering, the
Selling Stockholder owned of record and beneficially 3,651,195 shares of Common
Stock. The Shares constitute all of the Common Stock owned of record and
beneficially by the Selling Stockholder. The Selling Stockholder expects that
it will not own any Common Stock immediately following the offering.
Upon registration of the Shares, the Selling Stockholder intends to sell
the Shares in accordance with applicable federal and state securities laws. The
Selling Stockholder anticipates that the distribution of the Shares will be
effected in negotiated transactions at negotiated prices.
LEGAL MATTERS
The validity of the Shares being registered and sold hereunder has been
passed on for the Company by Shaw, Pittman, Potts & Trowbridge, Washington, D.C.
EXPERTS
The consolidated financial statements included in the Annual Report on
Form 10-K of Amerac Energy Corporation for the year ended December 31, 1994 and
the audited historical statement of revenues and direct operating expenses
included on page 3 of Amerac Energy Corporation's Form 8-K dated January 17,
1995 and on page 3 of Amerac Energy Corporation's Form 8-K dated April 21,
1995, have been so incorporated in reliance upon the reports of Price Waterhouse
LLP, independent accountants, given on the authority of such firm as experts in
auditing and accounting.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All amounts are estimated except for the SEC filing fee.
<TABLE>
<S> <C>
SEC filing fee $ 201.44
Accounting fees and expenses $ 500.00
Legal fees and expenses $5,000.00
---------
Total $5,701.44
</TABLE>
__________________
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-Laws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she was a director or officer of the Registrant (or was serving
at the request of the Registrant as a director, officer, employee, or agent for
another entity) will be indemnified and held harmless by the Registrant, to the
fullest extent authorized by the Delaware Corporation Law. Each of the
Company's officers and directors have entered into agreements with the Company
which provide for such indemnification by contract.
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee, or agent of the corporation against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee, or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
believed to be in the best interests of the corporation except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all of the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
The Registrant's Certificate of Incorporation provides that to the fullest
extent permitted by Delaware General Corporation Law as the same exits or may
hereafter be
II-1
<PAGE>
amended, a director of the Registrant shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. The Delaware General Corporation Law permits Delaware corporations to
include in their certificates of incorporation a provision eliminating or
limiting director liability for monetary damages arising from breaches of their
fiduciary duty. The only limitations imposed under the statute are that the
provision may not eliminate or limit a director's liability (i) for breaches of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or involving intentional misconduct or known
violations of law, (iii) for the payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) for transactions in which the director
received an improper personal benefit.
The Registrant is insured against liabilities which it may incur by reason
of its indemnification of its offices and directors in accordance with its By-
Laws. In addition, directors and officers are insured, at the Registrant's
expense, against certain liabilities which might arise out of their employment
and which are not subject to indemnification under the By-Laws.
The foregoing summaries are necessarily subject to the complete text of the
statute, Certificate of Incorporation, By-Laws and agreements and are qualified
in their entirety by reference thereto.
ITEM 16. LIST OF EXHIBITS.
Exhibit
- -------
Reference
- ---------
Number Description
- ------ -----------
4 Specimen certificate of Common Stock, par value $.05 per share, of the
Registrant (filed as exhibit 4(15) to the Registrant's Registration
Statement No. 33-21824 on Form S-1 filed with the Commission on June
30, 1988, and incorporated herein by reference).*
5 Opinion of Shaw, Pittman, Potts & Trowbridge, Washington, D.C.
23(a) Consent of Price Waterhouse LLP.*
23(b) Consent of Shaw, Pittman, Potts & Trowbridge, Washington, D.C.
appears in its opinion filed as Exhibit 5.
24 Power of Attorney. Included on signature page.
- --------------------------
*Previously filed.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
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 small business issuer 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 Act and will be governed by the final
adjudication of such issue.
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 duty caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of Houston, State of Texas, on July 11, 1995.
AMERAC ENERGY CORPORATION
By: /s/ Jeffrey L. Stevens
-----------------------------------
Jeffrey L. Stevens
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Jeffrey L. Stevens his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, with full power to act
alone, to sign any and all documents (including both pre- and post-effective
amendments in connection with this Registration Statement), and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting onto said attorneys-in-fact and
agents and each of them, full power and authority to do and perform each and
every act
II-3
<PAGE>
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue thereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Jeffrey B. Robinson Director and President July 11, 1995
- --------------------------- (Principal Executive Officer) -------
Jeffrey B. Robinson
/s/ Jeffrey L. Stevens Director, Senior Vice President July 11, 1995
- --------------------------- and Chief Financial Officer -------
Jeffrey L. Stevens (Principal Financial Officer and
Principal Accounting Officer)
/s/ Richard Savoie Vice President Engineering July 11, 1995
- --------------------------- -------
Richard Savoie
/s/ Thomas J. Edelman Director July 11, 1995
- --------------------------- -------
Thomas J. Edelman
/s/ Michael L. Harvey Director July 11, 1995
- --------------------------- -------
Michael L. Harvey
/s/ William P. Nicolletti Director July 11, 1995
- --------------------------- -------
William P. Nicolletti
/s/ Kenneth R. Peak Director July 11, 1995
- --------------------------- -------
Kenneth R. Peak
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
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Reference
- ---------
Number Description
- ------ -----------
4 Specimen certificate of Common Stock, par value $.05 per share, of the
Registrant (filed as exhibit 4(15) to the Registrant's Registration
Statement No. 33-21824 on Form S-1 filed with the Commission on June
30, 1988, and incorporated herein by reference).*
5 Opinion of Shaw, Pittman, Potts & Trowbridge.
23(a) Consent of Price Waterhouse LLP.*
23(b) Consent of Shaw, Pittman, Potts & Trowbridge appears in its opinion
filed as Exhibit 5.
24 Power of Attorney. Included on signature page.
- -------------------------------------
*Previously filed.
<PAGE>
[LETTERHEAD OF SHAW, PITTMAN, POTTS & TROWBRIDGE APPEARS HERE]
July 7, 1995
EXHIBIT 5
Amerac Energy Corporation
700 Louisiana
Suite 3330
Houston, Texas 77002
Gentlemen:
We have acted as counsel to Amerac Energy Corporation, a Delaware
corporation (the "Company"), in connection with the registration of 3,651,195
presently outstanding shares of its common stock, $.05 par value per share (the
"Shares"), pursuant to a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended (No. 33-60857) (the "Registration Statement").
Based upon our examination of the originals or copies of such documents,
corporate records, certificates of officers of the Company and other instruments
as we have deemed necessary and upon the laws as presently in effect, we are of
the opinion that the Shares have been duly authorized and legally issued by the
Company and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus that constitutes a part of the
Registration Statement.
Very truly yours,
/s/ Shaw, Pittman, Potts & Trowbridge
SHAW, PITTMAN, POTTS & TROWBRIDGE
