<PAGE>
Filed pursuant to Rule 424(b)(3)
SEC File No. 333-24643
PROSPECTUS
- -----------
AMERAC ENERGY CORPORATION
1,831,634 SHARES OF COMMON STOCK
This Prospectus relates to (i) 1,677,459 shares of Amerac Energy
Corporation (the "Company") common stock, $0.05 par value ("Common Stock"), that
may be offered from time to time by the holders thereof ("Selling
Shareholders"), and (ii) 154,175 shares of Common Stock that may be issued under
warrants presently exercisable for $5.76 per share and expiring November 18,
1999 ("Warrants") issued in connection with a private placement of Common Stock
by the Company in November 1996 and pursuant to an Exploitation Agreement dated
effective as of January 1, 1997 and that may thereafter be sold by the holders
thereof. The Company will receive proceeds from the issuance of Common Stock
upon exercise of the Warrants, but no part of the proceeds of sales of Common
Stock sold by the holders thereof. See "Selling Shareholders." The expenses
incurred in connection with this offering are expected to be approximately
$54,000 and will be paid by the Company, other than commissions and discounts of
underwriters, dealers or agents, which will be paid by the Selling Shareholders.
The Selling Shareholders may sell all or a portion of the shares of Common
Stock offered by this Prospectus from time to time (i) on the American Stock
Exchange or the Boston Stock Exchange at prices prevailing at the time of sale,
(ii) otherwise than on the American Stock Exchange or the Boston Stock Exchange
at market prices prevailing at the time of sale or at negotiated prices, or
(iii) by a combination of the foregoing methods. In addition, a Selling
Shareholder may deliver shares of Common Stock offered by this Prospectus from
time to time to cover short sales made by such Selling Shareholder. The Warrants
have not been and are not being registered for resale and will not be listed on
or sold through the American Stock Exchange or the Boston Stock Exchange. The
Selling Shareholders and any broker, dealer or other agent executing sell orders
on behalf of the Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended, in which event
commissions received by the broker, dealer or agent may be deemed to be
underwriting commissions under such act.
The Common Stock currently trades on the American Stock Exchange and the
Boston Stock Exchange under the symbol "AMC". On May 1, 1997, the last
reported sale price of the Common Stock on the American Stock Exchange was
$5.375.
SEE "RISK FACTORS" ON PAGE 3 FOR CERTAIN FACTORS RELEVANT TO AN INVESTMENT
IN THE COMMON STOCK.
----------------------
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 MAY 2, 1997
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the securities offered
hereby. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information pertaining to the securities offered
hereby. Reference is made to the Registration Statement, including the exhibits
filed as part thereof, and each statement contained herein is qualified in its
entirety by such reference.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy and information statements and other information
with the Commission. The reports, proxy and information statements, the
Registration Statement and exhibits thereto, and other information filed by the
Company with the Commission can be inspected and copied at the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW,
Washington, DC 20549, and at the regional offices of the Commission located at
13th floor, 7 World Trade Center, New York, New York 10048, and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of the material
can be obtained from the Public Reference Section of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, DC 20549 at prescribed
rates. In addition, copies of the material can be obtained from the Web site
maintained by the Commission at http://www.sec.gov. The Company's Common Stock
is listed on the American Stock Exchange and the Boston Stock Exchange under
the symbol "AMC". The reports, proxy statements and other information referred
to above may also be inspected at the American Stock Exchange, 86 Trinity Place,
New York, New York 10006 and at the Boston Stock Exchange, One Boston Place,
Boston, Massachusetts 02108.
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.
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 Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997; and
(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.
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 and prior to
the termination of the offering herein described shall be deemed to be
incorporated by reference into this Prospectus.
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.
2
<PAGE>
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.
RISK FACTORS
Prospective 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.
3
<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 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 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 is sufficient to allow the Company to continue
to implement its present business strategy, additional capital resources will be
required in the future to fund the Company's growth.
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.
4
<PAGE>
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, 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 held by the Selling Shareholders will
be immediately eligible for resale in the public market without restriction,
except to the extent acquired by 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 than 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 revenues and earnings. There is no assurance that such an
acquisition or series of acquisitions will occur.
THE COMPANY
The Company 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.
RECENT DEVELOPMENTS AFFECTING COMMON STOCK
FREMONT ACQUISITION
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Effective January 1, 1996, the Company acquired all of the issued and
outstanding capital stock of Fremont Energy Corporation ("Fremont"), an
Oklahoma-based oil and gas company, for $7 million paid in cash and 219,554
shares (adjusted for the Reverse Split, as defined below) of Common Stock
(the "Fremont Acquisition"). Fremont has 131 wells located predominately in
central Oklahoma and Kansas concentrated in three major fields. Fremont's
estimated net proved reserves at December 31, 1995, totaled approximately
13.4 billion cubic feet equivalent determined on an SEC basis ("BCFE").
SNYDER OIL COMPANY PURCHASE AND CONVERSION OF PREFERRED STOCK
- -------------------------------------------------------------
In early 1996, certain investors, who had no prior affiliation with the
Company, purchased from Snyder Oil Company ("SOCO") approximately 20% of the
then outstanding $4.00 Senior Preferred Stock ("Preferred Stock") of the Company
and 70,818 shares (adjusted for the Reverse Split) of Common Stock (the "Snyder
Oil Share Acquisition"). Such investors entered into an agreement with the
Company, prior to their acquisition of the Preferred Stock, to vote in favor of
an amendment to the Company's Certificate of Incorporation providing for the
conversion of the Preferred Stock to Common Stock should management of the
Company decide to proceed with such a transaction. The interest of such
individuals in achieving the most favorable exchange ratio possible was aligned
with the interests of all holders of the Preferred Stock. Management was
interested in converting
5
<PAGE>
the outstanding Preferred Stock into Common Stock and eliminating the Preferred
Stock for reasons set forth in the Company's proxy statement for its meeting of
shareholders held on July 11, 1996. Conversion of the Preferred Stock to Common
Stock by amendment to the Company's Certificate of Incorporation was approved by
the Company's shareholders on July 11, 1996, resulting in Common Stock becoming
the only outstanding capital stock of the Company. In respect of such
conversion, the Company issued approximately 1,121,000 shares (adjusted for the
Reverse Split) of Common Stock increasing the total outstanding shares of Common
Stock to approximately 2,825,000 shares (adjusted for the Reverse Split). None
of the unaffiliated third parties who acquired the Preferred Stock and Common
Stock from SOCO held or currently hold more than 5% of the Common Stock and
there are no affiliations between the unaffiliated third parties and SOCO.
FIRST PRIVATE SALE
- ------------------
In June 1996, the Company completed a private sale (the "First Private
Sale") of 72,333 shares (adjusted for the Reverse Split) of Common Stock at an
average price of approximately $5.10 per share (adjusted for the Reverse Split).
SECOND PRIVATE SALE
- -------------------
On November 18, 1996, the Company completed a private sale (the "Second
Private Sale") of 1,041,722 shares (adjusted for the Reverse Split) of Common
Stock at a price of $4.80 per share (adjusted for the Reverse Split). The
private sale also included Warrants to purchase 104,175 additional shares
(adjusted for the Reverse Split) of Common Stock. Each purchaser received the
right, through Warrants, to purchase one share of Common Stock for every ten
shares of Common Stock purchased in the private sale at an exercise price of
$5.76 per share (adjusted for the Reverse Split) at any time on or before
November 18, 1999.
REVERSE SPLIT
- -------------
On November 20, 1996, the shareholders of the Company approved a one for
fifteen reverse stock split (the "Reverse Split") and a change in the authorized
shares of Common Stock from 100 million shares to 20 million shares. All Common
Stock share and price information appearing in this Prospectus has been adjusted
to reflect the Reverse Split.
HICKMAN LEASEHOLD ACQUISITION
- -----------------------------
In December 1996, the Company acquired certain leasehold rights in
approximately 691.01 net leasehold acres located within its Hickman Prospect
from certain individuals for $41,460.60 in cash and 1,885 shares of Common Stock
(the "Hickman Leasehold Acquisition").
EXPLOITATION AGREEMENT
- ----------------------
The Company has entered into an Exploitation Agreement (herein so called)
with a group of investors to participate with the Company in a program of three
dimensional seismic evaluation, lease acquisition, exploration, drilling and
development operations in certain properties in a defined area on the Eastern
Shelf of the Permian Basin. The group is to invest initially up to $1.2 million
for 50% of the Company's interest in these properties. After payout, the Company
will receive a reversionary interest of 20% on the first ten prospects and 10%
on the next ten prospects. The Company will also receive reimbursement of a
portion of its related general and administrative costs. For each $1,000
invested in this project by an investor, the investor will receive the right to
purchase, through Warrants, 41.667 shares of Common Stock. The Warrants will
expire on November 18, 1999 and will be exercisable at a price of $5.76 per
share. Such price included a premium over the price of the underlying Common
Stock at the time the Warrants were priced.
6
<PAGE>
OTHER RECENT DEVELOPMENTS
-------------------------
On December 6, 1996, Mr. Walter C. Wilson joined the Board of Directors.
Mr. Wilson, a recently retired General Agent for Massachusetts Mutual Life
Insurance Company in Houston, Texas, is a director of Chesapeake Energy
Corporation, an Oklahoma City based oil and gas exploration company, and Earth
Satellite Corporation, a Rockville, Maryland based satellite remote sensing
company.
DESCRIPTION OF COMMON STOCK
The Common Stock is currently traded on the American Stock Exchange and the
Boston Stock Exchange. There are presently 20,000,000 shares of Common Stock,
$0.05 par value, authorized. As of December 31, 1996, there were 3,883,588
shares issued and outstanding.
Each share of Common Stock entitles the holder thereof to one vote on all
matters on which holders are permitted to vote. No shareholder has any
preemptive right or other similar rights to purchase or subscribe for any
additional securities issued by the Company, and no shareholder has any right to
convert Common Stock into other securities. All outstanding Common Stock issued
is fully paid and nonassessable. No shares are subject to redemption or to any
sinking fund provisions.
The holders of shares of Common Stock are entitled to dividends when, as
and if declared by the Board of Directors from funds legally available therefore
and, upon liquidation, to a pro rata share in any distribution to shareholders.
The Company does not anticipate declaring or paying any cash dividend in the
foreseeable future.
DESCRIPTION OF WARRANTS
The Warrants have been or are to be issued in registered form under
separate Warrant Agreements (individually "Warrant Agreement" and collectively
"Warrant Agreements") between the Company and a Warrant Agent, herein so called.
Warrants to acquire a total of 104,175 shares of Common Stock were issued in
connection with a private placement of Common Stock by the Company in November
1996. See "Recent Developments; Second Private Placement." Warrants to acquire
an additional 50,000 shares of Common Stock are expected to be issued in
connection with the Exploitation Agreement. See "Recent Developments;
Exploitation Agreement."
The statements under this caption are summaries and do not purport to be
complete and are subject to, and are qualified in their entirety by reference to
all the provisions of the Warrants and the Warrant Agreements, including the
definitions therein of certain terms. Wherever particular provisions or defined
terms of the Warrant Agreements are referred to, such provisions and defined
terms are incorporated herein by reference. Copies of the Warrant Agreements are
available upon written request to: Amerac Energy Corporation, 1201 Louisiana,
Suite 3350, Houston, Texas 77002, Attention: Richard B. Hallett, Vice President,
Chief Financial Officer and Secretary.
RIGHTS TO PURCHASE COMMON STOCK
- -------------------------------
Each Warrant entitles the registered holder ("Warrant Holder") to purchase
a designated number of shares of Common Stock at an exercise price of $5.76 per
share, subject to adjustment (the "Warrant Price"), at any time after issuance
up to and including 5:00 p.m. New York City time, November 18, 1999, in
accordance with the terms of the Warrants and the applicable Warrant Agreement.
ADJUSTMENTS
- -----------
The Warrant Price and the number of shares of Common Stock purchasable upon
the exercise of each Warrant are subject to adjustment in certain events,
including (a) the payment of certain dividends or distributions in shares of
Common Stock to holders of Common Stock and (b) certain combinations,
subdivisions or reclassifications of Common Stock. In addition, if shares of any
class of capital stock of the Company (other than Common Stock) are
7
<PAGE>
issued by way of a stock dividend, each Warrant Holder shall be entitled to
receive, upon exercise of a Warrant, as nearly as practicable, the same number
of shares of dividend stock which the Warrant Holder would have been entitled to
receive had the Warrant Holder's Warrant been exercised immediately prior to
such stock dividend.
MODIFICATION OF THE WARRANT AGREEMENTS
- --------------------------------------
Each Warrant Agreement contains a provision permitting the Company and the
Warrant Agent, without the consent or concurrence of any Warrant Holder to
supplement or amend the Warrant Agreement in order to cure any ambiguity or to
correct or supplement any provision that may be defective or inconsistent with
any other provision.
OTHER MATTERS
- -------------
Except as set forth above, Warrant Holders are not entitled, by virtue of
their status as such, to any dividend, voting or other rights as shareholders of
the Company.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares of
the Common Stock or the Warrants by the Selling Shareholders. The Company will
receive the exercise price of the Warrants if and when exercised. See "Selling
Shareholders."
DILUTION
The interest in the Company of each holder of the Common Stock will be
diluted to the extent that the Warrants are exercised. Assuming all of the
Warrants are exercised, a total of 154,175 shares of Common Stock will be issued
by the Company. Based upon the total of 3,883,588 shares of Common Stock issued
and outstanding on December 31, 1996, shares issuable upon exercise of the
Warrants will represent approximately four percent of the issued and outstanding
shares of Common Stock following issuance of such shares. On May 1, 1997, the
Warrant Price was approximatley $.39 above the last sale price of the Common
Stock on the American Stock Exchange.
SELLING SHAREHOLDERS
Certain of the Selling Shareholders are officers, directors or service
providers of the Company who acquired an aggregate of 45,593 shares of the
Common Stock as compensation for services. Such Selling Shareholders also hold
(or will hold) an additional 108,333 shares of the Common Stock and, in certain
cases, Warrants to acquire a total of 16,125 shares of Common Stock, which were
(or are to be) acquired in the Second Private Sale or under the Exploitation
Agreement. See "Recent Developments." The remainder of the Selling Shareholders
acquired shares of the Common Stock and, in certain cases, the Warrants in
connection with acquisitions of properties or leasehold rights by the Company,
or in private placements by the Company, or through negotiated purchases of the
Company's securities from affiliates of the Company. See "Recent Developments."
The chart below sets out or summarizes the names of the Selling Shareholders,
their relationships to the Company, in the case of officers, directors and
service providers, and the manner of acquisition by the Selling Shareholders of
the Common Stock or the Warrants which are the subject of this offering. The
Warrants all are exercisable at $5.76 per share and expire on November 18, 1999.
To the best of the Company's knowledge, based on filings with the Commission,
none of the Selling Shareholders currently owns 5% or greater of the outstanding
shares of the Common Stock. All shares below have been restated to reflect the
Reverse Split. See "Recent Developments".
8
<PAGE>
<TABLE>
<CAPTION>
- SHARES OF COMMON
SHARES OF COMMON STOCK TO BE
RELATIONSHIP STOCK BEING ACQUIRED ON
------------ REGISTERED EXERCISE OF
---------- WARRANTS
--------
NAME
----
<S> <C> <C> <C> <C>
OFFICERS, DIRECTORS AND
- -----------------------
SERVICE PROVIDERS
- -----------------
Michael Harvey Director (1) 4,955
William P. Nicoletti Director (2) 13,612 583
The Chase Manhattan Bank as Trustee for (2) 20,833 2,083
William P. Nicoletti: IRA rollover
Kenneth R. Peak Director (3) 4,956
Jeffrey B. Robinson Director and CEO (4) 35,269 2,667
Walter C. Wilson Director (5) 52,575 10,542
Petroleum Financial, Inc. Service Provider (6) 7,556
Richard J. Savoie Vice President (7) 5,188 250
Nicoletti & Company Inc. Service Provider (8) 8,982
FREMONT ACQUISITION
- -------------------
Powell Resources, Inc. 134,477
Thomas O. Goldsworthy 74,099
The Langestroth Family Limited I 5,489
James B. Tollerton 5,489
SNYDER OIL SHARE ACQUISITION
- ----------------------------
Eric M. Stroud 6,273
William S. Fagan 26,722
Marshall B. Payne 47,422
Edward W. Rose 32,669
R. Todd Rankin 3,136
James H. McCuistion 62,718
WPM Exploration, Inc. 16,356
William P. Mills 10,451
WPM Exploration, Inc. Profit Sharing 39,962
Plan
Ann Quentin White 18,696
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
SHARES OF COMMON STOCK TO BE
RELATIONSHIP STOCK BEING ACQUIRED ON
------------ REGISTERED EXERCISE OF
---------- WARRANTS
--------
NAME
----
<S> <C> <C> <C> <C>
Elizabeth White 18,695
Cardinal Investors, L. P. 13,278
FIRST PRIVATE SALE
- ------------------
Teri Adair Birdsall 10,000
Coronado Mining & Minerals 5,175
Leslie W. Cundiff 16,666
William P. Mills, III 2,405
William P. Mills, III, as
Custodian for Elizabeth F. Mills, Minor 480
William P. Mills, III, as
Custodian for Ashley B. Mills, Minor 480
William P. Mills, III, as
Custodian for William P. Mills, IV,
Minor 480
William P. Mills, III, as
Custodian for David M. Mills, Minor 480
William P. Mills, III, as
Custodian for Olivia C. Mills, Minor 480
William P. Mills, III,
Trustee U/A DTD 1/1/79
WPM Exploration, Inc.
Profit Sharing Plan 10,010
WPM Exploration, Inc. 10,010
E.R. Duke 3,333
Robert J. Paradiso & Copper L. Paradiso 4,000
James W. McCartney 8,333
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
SHARES OF COMMON STOCK TO BE
RELATIONSHIP STOCK BEING ACQUIRED ON
------------ REGISTERED EXERCISE OF
---------- WARRANTS
--------
NAME
----
<S> <C> <C> <C> <C>
SECOND PRIVATE SALE
- -------------------
James D. & Donna D. Edgeworth, Jr. 5,208 521
Elwood W. Shafer 5,000 500
Breene M. Kerr 26,041 2,604
Vincent J. Dowling, Jr. 31,250 3,125
Michael D. Bodino 3,750 375
Leslie W. Cundiff 20,833 2,083
Mark W. & Cathryn L. Kellstom 4,167 417
John H. Foster 20,833 2,083
John J. Mack 20,833 2,083
The Six Investors (5) 2,083 208
Richard C. Nelson 10,416 1,042
Offense Group Associates, L.P. 83,333 8,333
Kayne, Anderson Offshore Limited 20,833 2,083
Dominion Financial Group International, LDC 20,833 2,083
C. Rand Michaels & Joyce L. Michaels 5,208 521
Francis J. Reinhardt, Jr. 20,833 2,083
Charles E. Ramsey, Jr. & Carletta G. Ramsey 13,958 1,396
Delaware Charter Guarantee & Trust Co.,
David S. Nagelberg IRA 46,667 4,667
Delaware Charter Guarantee & Trust Co., FBO
Ronald I. Heller - IRA 46,667 4,667
Rosario S. Ilacqua 3,125 313
Dennis L. Adams 10,417 1,042
William J. Ross & Mary Lillian Ross JTWROS 10,417 1,042
Norville Oil Co., L.L.C. 31,250 3,125
Amelie M. Porter 5,208 521
Michael M. Weisbrot & Susan R. Weisbrot,
JTWROS 10,417 1,042
IDC Energy Corporation 52,100 5,210
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
SHARES OF COMMON STOCK TO BE
RELATIONSHIP STOCK BEING ACQUIRED ON
------------ REGISTERED EXERCISE OF
---------- WARRANTS
--------
NAME
----
<S> <C> <C> <C> <C>
J. Hugh Roff, Jr. 41,666 4,167
Gene P. Morrell 12,500 1,250
F.B. Whittemore 20,833 2,083
Centennial Energy Partners L.P. 62,500 6,250
Tercentennial Energy Partners, L.P. 62,500 6,250
William P. Mills III 5,208 521
J. Hawley Wilson, Jr. 5,208 521
Boatman's Trust Co. J. Hawley Wilson,
Jr. IRA 5,208 521
Thomas F. Doyle 41,667 4,167
Jonathan R. Longley 62,500 6,250
Leonard Jaffe & Elaine J. Jaffe 5,208 521
EOS Partners, L.P. 52,083 5,208
John Robert Porter 10,416 1,042
Sterling McKittrick, Jr. 3,125 313
Patricia L. Lorusso & Ralph F. Lorusso 5,208 521
Barbara A. & John R. Everett 666 67
WPM Exploration, Inc. Profit Sharing
Plan 5,208 521
HICKMAN LEASEHOLD ACQUISITION
- -----------------------------
William H. Price 1,035
Robert W. Carter 236
Patwell Oil & Gas Company 212
Mary Lou Coleman 188
Billy G. Holcomb 47
Charles H. Lehne 47
William H. Price, Jr. 60
Michael R. Price 60
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
SHARES OF COMMON STOCK TO BE
RELATIONSHIP STOCK BEING ACQUIRED ON
------------ REGISTERED EXERCISE OF
---------- WARRANTS
--------
NAME
----
<S> <C> <C> <C> <C>
EXPLOITATION AGREEMENT
- ----------------------
Frederick B. Whittemore 8,332
Johnathan R. Longley 6,250
Breene M. Kerr 5,208
Mort Swinsky 4,167
Thomas F. Doyle 4,167
J. Hugh Roff, Jr. 4,167
Vincent J. Dowling, Jr. 3,125
Norville Oil Co., L.L.C. 3,125
Richard C. Nelson 2,083
Gene P. Morrell 1,667
Charles E. Ramsey, Jr. 1,375
John Robert Porter 1,042
-------
Totals 1,677,459 154,175
========= =======
</TABLE>
- ----------------------------------------
(1) Mr. Harvey received 4,955 shares as compensation for services as a
director.
(2) Mr. Nicoletti purchased 5,833 shares in the Second Private Sale for
$4.80 per share and also received Warrants to acquire and additional 583
shares. Mr. Nicoletti also purchased 20,833 shares in the Second
Private Sale through his IRA. His IRA received Warrants in the Second
Private Sale to acquire an additional 2,083 shares. Mr. Nicoletti also
received 7,779 shares as compensation for services as a director.
(3) Mr. Peak received 4,956 shares as compensation for services as a
director.
(4) Mr. Robinson purchased 26,667 shares in the Second Private Sale at $4.80
per share and also received Warrants to acquire an additional 2,667
shares. Mr. Robinson also received 8,602 shares as compensation for
services as a director and as CEO of the Company.
(5) Mr. Wilson purchased 52,083 shares in the Second Private Sale for $4.80
per share and also received Warrants to acquire an additional 5,208
shares. Mr. Wilson will receive Warrants to acquire 5,292 additional
shares under the Exploitation Agreement. Mr. Wilson received 75 shares
as compensation for services as a director. An additional 417 shares
and 42 Warrants are shown opposite Mr. Wilson's name above to reflect
his 1/6 interest in a total of 2,500 shares and 250 Warrants held by The
Six Investors partnership.
(6) Petroleum Financial, Inc. received 7,556 shares as compensation for
accounting services. Petroleum Financial, Inc. is controlled by Jeffrey
L. Stevens, a director and officer of the Company.
(7) Mr. Savoie purchased 2,500 shares in the Second Private Sale at $4.80
per share and received Warrants to acquire an additional 250 shares. He
also received 2,688 shares as compensation for services as an officer of
the Company.
(8) Nicoletti & Company Inc. received 8,982 shares as compensation for
investment banking services rendered in connection with the Second
Private Sale. Nicoletti & Company Inc. is wholly owned by William P.
Nicoletti.
13
<PAGE>
PLAN OF DISTRIBUTION
This Prospectus relates to (i) 1,677,459 shares of Common Stock that may be
offered from time to time by the Selling Shareholders, and (ii) 154,175 shares
of Common Stock that may be issued under Warrants issued in connection with the
Second Private Sale and pursuant to the Exploitation Agreement and that may
thereafter be sold by the holders thereof. The Company will receive proceeds
from the issuance of Common Stock upon exercise of the Warrants, but no part of
the proceeds of sales of Common Stock sold by the holders thereof. See "Selling
Shareholders."
A total of 154,175 shares of Common Stock offered hereby may be issued to
the Selling Shareholders upon the exercise of the Warrants. The Selling
Shareholders could then sell the shares of Common Stock directly to purchasers
at or near market prices prevailing at the time of sale. The Warrants have not
been and are not being registered, however the underlying shares of Common Stock
that will be issued upon the exercise of the Warrants by the holder or the
transferee are being registered hereby.
The Selling Shareholders may sell all or a portion of the shares of Common
Stock offered by this Prospectus from time to time (i) on the American Stock
Exchange or the Boston Stock Exchange at prices reasonably related to the prices
of the Common Stock prevailing at the time of sale, (ii) otherwise than on the
American Stock Exchange or the Boston Stock Exchange in negotiated transactions
(which may include the pledge or hypothecation of some or all of the shares), at
fixed prices that may be changed, at market prices prevailing at the time of
sale or at prices reasonably related thereto or at negotiated prices, or (iii)
by a combination of the foregoing methods. In addition, a Selling Shareholder
may deliver shares of Common Stock offered by this Prospectus from time to time
to cover short sales made by such Selling Shareholder. The Selling Shareholders
may effect the transactions by selling the shares of Common Stock to or through
brokers and the brokers may receive compensation in the form of commissions from
the Selling Shareholders. The Selling Shareholders and any broker, dealer or
agent executing sell orders on behalf of the Selling Shareholders may be deemed
to be "underwriters" within the meaning of the Securities Act, in which event
commissions received by the broker, dealer or agent and the profit on any resale
of the shares of Common Stock may be deemed to be underwriting commissions under
the Securities Act.
Regulation M under the Exchange Act generally prohibits any person
participating in a distribution, directly or indirectly, from bidding for or
purchasing (other than from the Company as upon the exercise of options or
warrants) for any account in which the person has a beneficial interest any
security of the class being distributed or any right to purchase a security of
such class until his participation in the distribution has been completed,
unless an exception permits the activity. The term distribution is defined in
Regulation M as an offering of securities, whether or not subject to
registration under the Securities Act, that is distinguished from ordinary
trading transactions by the magnitude of the offering and the presence of
special selling efforts and selling methods. The Regulation M restrictions also
extend to certain affiliated persons of the person participating in the
distribution. Selling Shareholders who may be involved in a distribution, and
any affiliated persons whose transactions could be attributed to such Selling
Shareholders under Regulation M, should not bid for or purchase (other than from
the Company) any shares of the Common Stock or any rights to acquire the Common
Stock without first consulting with legal counsel. Brokers executing
transactions on behalf of Selling Shareholders who may be involved in a
distribution are also restricted under Regulation M.
The Company has agreed to indemnify those Selling Shareholders who are
parties to Registration Rights Agreements with the Company against certain
liabilities, including liabilities under the Securities Act.
14
<PAGE>
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-KSB of Amerac Energy Corporation for
the year ended December 31, 1996 have been so incorporated in reliance on the
report 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.
15
