<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1997
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AMERAC ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1311 75-2181442
------------------------------- ------------------------- ----------------
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION IDENTIFICATION
ORGANIZATION) CODE NUMBER) NUMBER)
1201 LOUISIANA, SUITE 3350
HOUSTON, TEXAS 77002
(713) 308-5250
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RICHARD B. HALLETT
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND SECRETARY
1201 LOUISIANA, SUITE 3350
HOUSTON, TEXAS 77002
(713) 308-5250
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
Copies to:
MICHAEL P. PEARSON, ESQ.
JACKSON WALKER L.L.P.
1100 LOUISIANA, SUITE 4200
HOUSTON, TEXAS 77002
[ ] APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. From time
to time after the Registration Statement becomes effective.
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: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
CLASS OF SECURITIES REGISTERED PER SHARE PRICE (1) FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock, $.05 par value......... 1,000,000 $ 4.9375 $ 4,937,500 $ 1,497
===========================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Class A Common Stock on July 11, 1997, as reported on The American Stock
Exchange.
_________________________________
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.
================================================================================
<PAGE>
SUBJECT TO COMPLETION DATED JULY 15, 1997
PROSPECTUS
1,000,000 SHARES
AMERAC ENERGY CORPORATION
Common Stock
__________________
This Prospectus covers the offer and sale of up to 1,000,000 shares of
Common Stock, par value $0.05 per share (the "Common Stock") of Amerac Energy
Corporation (the "Company") which the Company may issue from time to time in
connection with the future direct and indirect acquisitions of producing oil and
gas properties and related infrastructure or securities in business combination
transactions.
The Company expects that the terms upon which it may issue shares in
business combination transactions or asset acquisitions will be determined
through negotiations with the security holders or principal owners of the
businesses whose securities or assets are to be acquired. It is expected that
the shares that are issued will be valued at prices reasonably related to market
prices for the Common Stock prevailing either at the time an acquisition
agreement is executed or at or about the time an acquisition is consummated.
Persons receiving Common Stock in connection with the acquisitions may be
required by the Company to agree to hold all or some portion of the Common Stock
for a period of up to two years after the date of such acquisition. In
addition, pursuant to the provisions of Rule 145 under the Securities Act of
1933, as amended (the "Securities Act"), the volume limitations and certain
other requirements of Rule 144 under the Securities Act will apply to resales of
those shares by affiliates of the businesses the Company acquires for a period
of two years (or such shorter period as the Securities and Exchange Commission
(the "SEC") may prescribe). See "Plan of Distribution."
The Common Stock is listed on the American Stock Exchange ("ASE") under the
symbol "AMC." As of April 15, 1997, 3,886,243 shares of Common Stock were
issued and outstanding. Application will be made to list the shares offered
hereby on the ASE. On July 14, 1997, the last reported sales price of the
Common Stock on the ASE was $4.9375 per share.
All expenses of this offering will be paid by the Company. No underwriting
discounts or commissions will be paid in connection with the issuance of shares
by the Company in business combination transactions, although finder's fees may
be paid with respect to specific acquisitions. Any person receiving a finder's
fee may be deemed to be an underwriter within the meaning of the Securities Act.
The Company will pay all expenses of this offering.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED BEFORE ACQUIRING THE COMMON
STOCK 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 JULY 15, 1997.
<PAGE>
PROSPECTUS SUMMARY
The Following Summary is qualified in its entirety by the detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. See "Risk Factors" for information that should be
carefully considered by prospective investors.
THE COMPANY
Amerac Energy Corporation is engaged in the acquisition, development and
enhancement of and exploration for oil and gas in the United States. Since mid
1994 the Company has been focused on growth through acquisitions and
exploitation and has grown its asset base substantially. In 1996, the Company
eliminated its preferred stock and raised additional capital through private
placements.
2
<PAGE>
THE OFFERING
Common Stock being offered............. 1,000,000 shares of Common Stock to be
issued by the Company in connection
with the acquisition of businesses,
properties or securities in business
combinations.
Common Stock to be outstanding
after the offering.................... 4,886,243 shares (1)
Transfer of Shares..................... Persons acquiring shares of the Company
Common Stock in business combinations
pursuant to this offering may be
required by the Company to agree to
hold all or some portion of such shares
for a period of up to two years after
the date of acquisition unless the
Company agrees to a shorter holding
period or agrees to waive such
requirement in the future.
Listing................................ The shares of Common Stock are listed
on the ASE. Application will be made to
list the shares of the Company Common
Stock offered hereby on the ASE.
_______________
(1) Does not include 201,151 shares issuable upon the exercise of outstanding
stock options or an additional 114,181 shares issuable upon the exercise of
stock options that are not currently outstanding, but are reserved for issuance
upon the designation of optionees by the Board of Directors.
3
<PAGE>
RISK FACTORS
Prospectus purchasers of the Common Stock should carefully consider the
risk factors set forth below, as well as the other information contained in this
Prospectus.
VOLATILITY OF OIL AND GAS PRICES. The Company's revenue and profitability
are substantially dependent upon prevailing prices for oil, gas and natural gas
liquids, which are dependent upon numerous external factors such as various
economic, political and regulatory developments and competition from other
sources of energy. The volatile nature of the energy markets makes it
particularly difficult to estimate future prices of oil and natural gas. Prices
of oil and natural gas are subject to wide fluctuations and there can be no
assurance that decreases in such prices will not occur. A substantial decline
in oil and natural gas prices could have a material adverse effect on the
Company's financial position and results of operations.
UNCERTAINTY OF ESTIMATES OF OIL AND GAS RESERVES. Estimating quantities of
reserves and future net cash flows is not an exact science. There are numerous
uncertainties inherent in estimating quantities of proved oil and gas reserves.
Reserve reports rely upon various assumptions, including those prescribed by the
Commission, such as future oil and gas prices, drilling and operating expenses,
capital expenditures, taxes and availability of funds. The process of
estimating oil and gas reserves is complex, requiring significant decisions and
assumptions in the evaluation of available geological, engineering and economic
data for each reservoir. As a result, any such estimate is inherently an
imprecise estimation of reserve quantities and estimated future net revenue
therefrom. Actual future production, revenue, taxes, development expenditures,
operating expenses and quantities of recoverable oil and gas reserves will vary
from those assumed in the estimate. Any significant variance from the
assumptions could materially affect the quantity and value of the Company's
reserves as compared to the estimates set forth in reserve reports. In
addition, these reserves may be subject to downward or upward revision, based
upon production history, results of future exploration and development,
prevailing oil and gas prices and other factors.
NEED FOR ACQUISITION AND DEVELOPMENT OF ADDITIONAL RESERVES. The Company's
future success depends upon its ability to find, develop or acquire additional
oil and gas reserves that are economically recoverable. There can be no
assurance that the Company will be able to find, acquire or develop such
properties or develop additional reserves. Except to the extent that the
Company acquires additional properties containing proved reserves or conducts
successful development and exploitation activities on properties it currently
owns, the Company's proved reserves will decline. The Company considers oil and
gas property acquisitions of various sizes. Some of the acquisitions are of
substantial size relative to the Company's current asset base. The terms of any
future acquisition may involve issuance of a significant number of shares of the
Common Stock as well as cash. Under the rules and regulations of the American
Stock Exchange, any transaction that would require the issuance of more than
twenty percent of the outstanding shares of Common Stock at the time the
transaction occurs would require the Company to obtain shareholder approval to
effectuate the transaction.
4
<PAGE>
ACQUISITION, PRODUCTION AND DEVELOPMENT RISKS. The acquisition and
exploitation of producing oil and gas properties has been the key element of the
Company's recent success and the Company will continue to seek acquisitions in
the future. The successful acquisition of producing properties requires an
assessment of recoverable reserves, future oil and gas prices and operating
costs, potential environmental and other liabilities and other factors. Such
assessments are necessarily inexact and their accuracy inherently uncertain. In
addition, there can be no assurance that the oil or gas properties in which the
Company holds an interest will yield the volumes estimated to be producible in
the reserve reports. The Company's operations may be curtailed, delayed or
canceled as a result of the lack of adequate capital resources and other
factors, some of which are not within the Company's control, such as weather
conditions, compliance with governmental requirements or price controls,
mechanical difficulties and shortages or delays in the delivery of equipment.
The Company's properties may also be susceptible to hydrocarbon drainage from
production by other operators on adjacent properties. Drilling activities are
also subject to numerous risks, including the risk that no commercially
productive oil or gas reservoirs will be encountered. The cost of drilling,
completing and operating wells may exceed initial estimates.
COMPETITION. The Company operates in a highly competitive environment.
The Company competes with both major and independent oil and gas companies for
the acquisition of oil and gas properties, as well as for the equipment and
labor required to develop and operate such properties. Many of these
competitors have financial and other resources substantially greater than those
of the Company.
OPERATING HAZARDS. The oil and gas business involves a variety of
operating risks, including the risk of fire, explosions, blow-outs, pipe
failure, abnormally pressured formations and environmental hazards such as oil
spills, gas leaks, ruptures or discharges of toxic gases. The occurrence of any
of the preceding events could result in substantial losses to the Company due to
injury or loss of life, severe damage to or destruction of property, natural
resources and equipment, pollution or other environmental damage, clean-up
responsibilities, regulatory investigation and penalties and suspension of
operations. In addition to the foregoing, the Company's offshore operations are
subject to the additional hazards of marine operations, such as capsizing,
collision and adverse weather and sea conditions. In accordance with customary
industry practice, the Company has maintained insurance against some, but not
all, of the risks described above. There can be no assurance that any insurance
obtained by the Company will be adequate to cover any losses or liabilities.
The Company cannot predict the continued availability of insurance or the
availability of insurance at premium levels that justify its purchase.
NEED FOR ADDITIONAL CAPITAL RESOURCES. The Company has in the past
experienced working capital deficits. While management believes that the
Company's current working capital and credit facility are sufficient to allow
the Company to continue its current operations, additional capital resources
will be required in the future to fund the Company's growth.
5
<PAGE>
COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Oil and gas operations are
subject to various federal, state and local governmental regulations which may
be changed from time to time in response to economic or political conditions.
Matters subject to regulation include discharge permits for drilling operations,
drilling and abandonment bonds, reports concerning operations, the spacing of
wells, unitization and pooling of properties and taxation. From time to time,
regulatory agencies have imposed price controls and limitations on production by
restricting the rate of flow of oil and gas wells below actual production
capacity in order to conserve supplies of oil and gas. In addition, the
production, handling, storage, transportation and disposal of oil and gas, by-
products thereof and other substances and materials produced or used in
connection with oil and gas operations are subject to regulation under federal,
state and local laws and regulations primarily relating to protection of human
health and the environment. These laws and regulations have continually imposed
increasingly strict requirements for water and air pollution control and solid
waste management. To date, expenditures related to compliance with these laws
have not been significant. The Company believes, however, that the trend of
more expansive and stricter environmental legislation and regulations will
continue and such legislation may result in additional costs to the Company in
the future. Amendments to the Resource Conservation and Recovery Act to
regulate further the handling, transportation, storage and disposal of oil and
gas exploration and production wastes have been considered by Congress and may
be adopted. Such legislation, if enacted, could have a significant adverse
impact on the Company's operating costs.
EFFECTS OF SHARES ELIGIBLE FOR FUTURE SALE. The future sale of a
substantial number of shares of Common Stock in the public market subsequent to
the date of this Prospectus could adversely affect the market price for the
Common Stock. The shares of Common Stock covered by this Prospectus will be
immediately available for issue, except to the extent that they are issued to an
affiliate of the Company.
SHORT LIFE EXPECTANCY OF OFFSHORE PROPERTY. Approximately 46% of the
Company's 1996 gross revenue was generated from its one offshore property. This
property, based on current engineering analysis, has a life expectancy of less
that 1.5 years. In December 1996, this property began to produce water and it
is anticipated that the primary well on the property will deplete in 1997.
Should the second of the two wells on this property deplete, and if no
additional drilling takes place, the Company estimates that its share of the
cost of plugging the existing well and abandoning the offshore platform could be
as much as $600,000. The Company will need to replace the revenue from this
property by exploration or acquisitions of producing properties in order to
maintain its current revenue base. There is no assurance that such an
acquisition or series of acquisitions will occur.
PLAN OF DISTRIBUTION
This Prospectus covers the offer and sale of up to 1,000,000 shares of
Common Stock which the Company may issue from time to time in connection with
the future direct and indirect acquisitions of other businesses, properties or
securities in business combination transactions.
6
<PAGE>
The Company expects that the terms upon which it may issue the shares will
be determined through negotiations with the security holders or principal owners
of the businesses whose securities or assets are acquired. It is expected that
the shares that are issued will be valued at prices reasonably related to market
prices for the Common Stock prevailing either at the time an acquisition
agreement is executed or at the time an acquisition is consummated.
All expenses of this offering will be paid by the Company. No underwriting
discounts or commissions will be paid in connection with the issuance of shares
by the Company in business combination transactions, although finder's fees may
be paid with respect to specific acquisitions. Any person receiving a finder's
fee may be deemed to be an underwriter within the meaning of the Securities Act.
The shares of Common Stock offered hereunder will be listed on the ASE, but
may be subject to certain contractual holding period requirements.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Jackson Walker L.L.P., Houston, Texas.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996;
(b) The Company's Current Report on Form 8-K dated February 28, 1997;
(c) The description of the Common Stock set forth in the registration
statement on Form 8-A, filed with the Commission on February 27, 1997, including
any amendment or report filed for the purpose of updating the description; and
(d) The Company's Quarterly Report on Form 10-QSB for the three months
ended March 31, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Prospectus and prior to the termination of the
offering herein described shall be deemed to be incorporated by reference into
this Prospectus.
7
<PAGE>
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in the Registration
Statement, this Prospectus or any other subsequently filed document that is also
incorporated by reference herein or in any accompanying prospectus supplement,
if any, modifies or supersedes that 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 hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of that person, a copy of any document incorporated
herein by reference (other than exhibits to those documents unless the exhibits
are specifically incorporated by reference into the documents that this
Prospectus incorporates by reference). Requests should be directed to Mr.
Richard B. Hallett, Vice President, Chief Financial Officer and Secretary,
Amerac Energy Corporation, 1201 Louisiana, Suite 3350, Houston, Texas 77002.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-KSB for the year ended December 31,
1996 have been so incorporated in reliance on the reports of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
No dealer, salesperson or any other person has been authorized to give any
information or to make any representation in connection with this offering other
than those contained in this Prospectus, and, if given or made, the information
or representation must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or solicitation
or any offer to buy by anyone in any jurisdiction in which the offer or
solicitation is not authorized, or in which the person making the offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make the offer or solicitation. Neither the delivery of this Prospectus nor
any sale 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.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Exchange Act,
and in accordance therewith, files reports, proxy statements and other
information with the Commission. These materials can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at 13th floor, 7 World Trade Center, New
York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of these materials can also be obtained
from the
8
<PAGE>
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition,
copies of these materials can also be obtained from the Web site maintained by
the Commission at http://www.sec.gov. In addition, shares of the Common Stock,
par value $.05 per share, of the Company are traded on the American Stock
Exchange and such reports proxy statements and other information may be
inspected at the offices of the American Stock Exchange, 86 Trinity Place, New
York, New York 10006.
The Company furnishes its stockholders with annual reports containing
financial statements audited by its independent auditors and with quarterly
reports containing unaudited summary financial information for each of the first
three quarters of each fiscal year.
The Company has filed with the Commission a Registration Statement on
Form S-4 with respect to the Common Stock offered hereby. The Prospectus
constitutes part of the Registration Statement and does not contain all the
information contained in the Registration Statement and exhibits and schedules
thereto, certain portions of which have been omitted in accordance with the
rules and regulations of the Commission. For further information with respect to
the Company and the Common Stock offered hereby, reference is made to the
Registration Statement including the exhibits and schedules thereto. Statements
contained in this Prospectus as to the contents of any contract or any other
document are not necessarily complete, and in each instance, reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. All of these documents may be inspected without charge at the
addresses set forth in the preceding paragraph.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has authority under (S) 145 of the General Corporation Law of
Delaware to indemnify its officer and directors to the extent provided in the
statute. Article Sixteenth of the Company's Certificate of Incorporation
provides for indemnification of directors and officers to the full extent
permitted by the General Corporation Law of Delaware.
The Company intends to maintain insurance against any liability incurred by
its officers and directors in defense of any actions to which they are made
parties by reason of their positions as officers and directors.
The Company's Certificate of Incorporation also limits or eliminates a
director's liability for monetary damages to the Company or its stockholders for
acts or omissions in the director's capacity as a director.
ITEM 21. EXHIBITS
The following exhibits are filed as a part hereof:
4(i).1 Certificate of Incorporation of Wolverine Exploration Company
(incorporated by reference as Exhibit 3-(1) to the Company's
Registration Statement No. 33-21824 filed May 13, 1988).
4(i).2 Amendment to Certificate of Incorporation of Wolverine Exploration
Company dated September 12, 1988 (incorporated by reference as
Exhibit 3-(1)(a) to the Company's Registration Statement No. 33-
24429 filed September 28, 1988).
4(i).3 Amendment to Certificate of Incorporation of Wolverine Exploration
Company dated March 28, 1995 (incorporated by reference to Annex IV
to Exhibit (a)(1) to Schedule 13E-4, dated November 15, 1994).
4(i).4 Amendment to Certificate of Incorporation of Amerac Energy
Corporation dated July 12, 1996 (incorporated by reference to
Exhibit 4(i).4 to the Company's Current Report on Form 8-K dated
February 28, 1997).
4(i).5 Amendment to Certificate of Incorporation of Amerac Energy
Corporation dated July 12, 1996 (incorporated by reference to
Exhibit 4(i).5 to the Company's Current Report on Form 8-K dated
February 28, 1997).
4(i).6 Amendment to Certificate of Incorporation of Amerac Energy
Corporation dated November 21, 1996 (incorporated by reference to
Exhibit 4(i).6 to the Company's Current Report on Form 8-K dated
February 28, 1997).
II-1
<PAGE>
4(i).7 Corporate Bylaws (incorporated by reference to Exhibit C to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987, File No. 0-5003).
4(i).8 Warrant Agreement, dated November 18, 1996, between Amerac Energy
Corporation and Petroleum Financial, Inc. (incorporated by
reference to Exhibit 4(i).8 to the Company's Registration
Statement No. 333-24643 filed April 4, 1997).
4(i).9 Form of Warrant (included as Exhibit I to the Warrant Agreement
referred to in Exhibit to 4(i).8)
4(i).10 Registration Rights Agreement, dated November 18, 1996, between
Amerac Energy Corporation and the parties identified therein. A
document identical to this document, except for the name of the
Holder and the Holder's address for notices, was entered into by
the Company with each purchaser in the Second Private Sale.
Substantially identical documents also exist between the Company
and the persons or entities involved in the Fremont Acquisition
(see Exhibit 10-(10) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995) and certain of the
purchasers of the Company's capital stock in the Snyder Oil Share
Acquisition (incorporated by reference to Exhibit 4(i).10 to the
Company's Registration Statement No. 333-24643 filed
April 4, 1997).
4(i).11 Exploitation Agreement, dated effective January 1, 1997, between
Amerac Energy Corporation and the parties identified therein
(incorporated by reference to Exhibit 4(i).8 to the Company's
Current Report on Form 8-K dated February 28, 1997).
4(i).12 Form of Warrant Agreement (included as Exhibit VI to the
Exploitation Agreement referred to in Exhibit 4(i).11).
4(i).13 Form of Warrant (included as Exhibit I to the Warrant Agreement
referred to in Exhibit 4(i).12).
4(i).14 Form of Registration Rights Agreement (included as Exhibit VII to
the Exploitation Agreement referred to in Exhibit 4(i).11).
5 Opinion of Jackson Walker L.L.P.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Jackson Walker L.L.P. (included in opinion, Exhibit 5)
II-2
<PAGE>
24 Power of Attorney (included on the signature page of the Registration
Statement)
ITEM 22. UNDERTAKINGS
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 of 1933;
(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 thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(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 A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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. The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
D. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the
II-3
<PAGE>
foregoing provisions, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director,
officer or controlling person 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 Act and will
be governed by the final adjudication of such issue.
E. The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
F. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Amerac Energy Corporation has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on the 15th day of July, 1997.
Amerac Energy Corporation
By: /s/Richard B. Hallett
----------------------------------
Vice President, Chief Financial
Officer and Secretary
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Richard B.
Hallett as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to execute in the name of each such person who is then
an officer or director of the Registrant, and to file, any amendments (including
post-effective amendments) to this Registration Statement and any registration
statement for the same offering filed pursuant to Rule 462 under the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing appropriate or necessary to be done, as fully and for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON THE 15TH OF JULY, 1997.
Signatures Title
- ----------- -----
/s/Jeffrey B. Robinson Director, President and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)
Jeffrey B. Robinson
/s/Richard B. Hallett Vice President, Chief Financial Officer and
- ---------------------------- Secretary (Principal Financial Officer and
Richard B. Hallett Principal Accounting Officer)
/s/Jeffrey L. Stevens Director and Assistant Secretary
- ----------------------------
Jeffrey L. Stevens
Director, Chairman of the Board
- ----------------------------
William P. Nicoletti
/s/Kenneth R. Peak Director
- ----------------------------
Kenneth R. Peak
Director
- ----------------------------
Walter C. Wilson
/s/Michael L. Harvey Director
- ----------------------------
Michael L. Harvey
II-5
<PAGE>
EXHIBIT 5
July 15, 1997
Amerac Energy Corporation
1201 Louisiana, Suite 3350
Houston, Texas 77002
Re: Registration Statement on Form S-4, Registration No. 333-_____ of
Amerac Energy Corporation
Gentlemen:
We are Special Counsel to Amerac Energy Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of the offering and sale of up to 1,000,000 shares
of the Company's Common Stock, par value $0.05 per share (the "Shares"), which
Shares will be issuable from time to time in connection with the future direct
and indirect acquisitions of other businesses, properties or securities in
business combination transactions by the Company pursuant to Rule 415 under the
Act (the "Transactions"). We have been advised by the Company that a
Registration Statement on Form S-4 (the "Registration Statement") covering the
offering and sale of the Shares will be filed with the Securities and Exchange
Commission (the "Commission") on July 15, 1997.
In reaching the conclusions expressed in this opinion, we have examined and
relied upon the originals or certified copies of all documents, certificates and
instruments as we have deemed necessary to the opinions expressed herein. In
making the foregoing examinations, we have assumed the genuineness of all
signatures on original documents, the authenticity of all documents submitted to
us as originals and the conformity to original documents of all copies submitted
to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects 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, it is our opinion that the Shares, when issued in
connection with the Transactions, assuming the consideration received by the
Company in such Transactions exceeds the aggregate par value of the Shares
issued in such Transactions, will be duly authorized, validly issued, fully paid
and nonassessable.
You should be aware that we are not admitted to the practice of law in the
State of Delaware. Accordingly, any opinion herein as to the laws of the State
of Delaware is based
<PAGE>
solely upon the latest generally available compilation of the statutes and case
law of such state.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Registration Statement
under the caption "Legal Matters." In giving this consent, we do not admit that
we come within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Jackson Walker L.L.P.
JACKSON WALKER L.L.P.
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of Amerac Energy
Corporation of our report dated March 25, 1997 appearing on page F-2 of the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1996. We
also consent to the reference to us under the heading of "Experts" in such
Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Fort Worth, Texas
July 14, 1997
