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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AMERICAN EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE 1311 74-2086890
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
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1331 LAMAR, SUITE 900
HOUSTON, TEXAS 77010-3088
(713) 756-6000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JOHN M. HOGAN
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
AMERICAN EXPLORATION COMPANY
1331 LAMAR, SUITE 900
HOUSTON, TEXAS 77010-3088
(713) 756-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
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JOE S. POFF JOHN F. WOMBWELL
BAKER & BOTTS, L.L.P. ANDREWS & KURTH L.L.P.
ONE SHELL PLAZA 4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 229-1410 (713) 220-4200
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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 to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-13017
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
maximum aggregate
Title of each class of Amount to be offering price offering Amount of
securities to be registered registered(1) per share(1) price(2)(3) registration fee
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Common Stock, par value $0.05 per share..... -- -- $5,150,000 $1,561
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(1) In accordance with Rule 457(o) under the Securities Act, the number of
shares being registered and the proposed maximum offering price per share
are not included in this table.
(2) Calculated in accordance with Rule 457(c) under the Securities Act solely
for the purpose of calculating the registration fee.
(3) Includes shares of Common Stock issuable upon exercise of the Underwriters'
over-allotment option.
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This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Registration No. 333-13017) filed by American Exploration
Company (the "Company") with the Securities and Exchange Commission on September
30, 1996, as amended by Amendment No. 1 thereto filed on October 11, 1996 and
Amendment No. 2 thereto filed on October 28, 1996, are incorporated herein by
reference. Filed as exhibits hereto are the following opinions and consents:
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5 -- Opinion of Patterson, Belknap, Webb & Tyler LLP.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of KPMG Peat Marwick LLP.
23(c) -- Consent of KPMG Peat Marwick LLP.
23(d) -- Consent of Patterson, Belknap, Webb & Tyler LLP (contained in Exhibit 5).
23(e) -- Consent of Netherland, Sewell & Associates, Inc.
23(f) -- Consent of William M. Cobb & Associates, Inc.
*24 -- Powers of Attorney.
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (Reg. No. 333-13017).
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 31ST DAY OF OCTOBER, 1996.
AMERICAN EXPLORATION COMPANY
By: /s/ MARK ANDREWS
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(Mark Andrews)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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/s/ MARK ANDREWS Chairman of the Board and October 31, 1996
- --------------------------------------------- Chief Executive Officer
(Mark Andrews) (Principal Executive Officer)
/s/ JOHN M. HOGAN Senior Vice President and October 31, 1996
- --------------------------------------------- Chief Financial Officer
(John M. Hogan) Principal Financial and
Accounting Officer)
* Director October 31, 1996
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(Harry W. Colmery, Jr.)
* Director October 31, 1996
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(Irvin K. Culpepper, Jr.)
* Director October 31, 1996
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(Walter J.P. Curley)
* Director October 31, 1996
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(Robert M. Danos)
* Director October 31, 1996
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(Phillip Frost, M.D.)
* Director October 31, 1996
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(Peter G. Gerry)
* Director October 31, 1996
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(H. Phipps Hoffstot, III)
* Director October 31, 1996
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(John H. Moore)
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SIGNATURE TITLE DATE
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* Director October 31, 1996
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(Peter P. Nitze)
*By: /s/ JOHN M. HOGAN October 31, 1996
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(John M. Hogan, Attorney-in-Fact)
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INDEX TO EXHIBITS
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5 -- Opinion of Patterson, Belknap, Webb & Tyler LLP.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of KPMG Peat Marwick LLP.
23(c) -- Consent of KPMG Peat Marwick LLP.
23(d) -- Consent of Patterson, Belknap, Webb & Tyler LLP (contained in Exhibit 5).
23(e) -- Consent of Netherland, Sewell & Associates, Inc.
23(f) -- Consent of William M. Cobb & Associates, Inc.
*24 -- Powers of Attorney.
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (Reg. No. 333-13017).
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EXHIBIT 5
[LETTERHEAD FOR PATTERSON, BELKNAP, WEBB & TYLER LLP]
October 31, 1996
American Exploration Company
1331 Lamar, Suite 900
Houston, Texas 77010-3088
Dear Sirs:
Reference is made to the proposed registration by American Exploration
Company, a Delaware corporation (the "Company"), of 400,000 shares of common
stock, par value $.05 per share ("Common Stock"), as contemplated by the
Company's Registration Statement on Form S-1, dated October 31, 1996, filed
with the Securities and Exchange Commission (the "Commission"), under the
Securities Act of 1933, as amended (the "Registration Statement"), consisting
of 347,826 shares of Common Stock (the "Shares") to be issued and sold by the
Company, together with 52,174 shares of Common Stock (the "Additional Shares")
which may be sold pursuant to the underwriters' over-allotment options
described in the Registration Statement.
As set forth in the Registration Statement, certain legal matters are
being passed on for you by this firm. At your request, this opinion of counsel
is being furnished to you for filing as Exhibit 5 to the Registration
Statement. In such capacity, we have examined the Restated Certificate of
Incorporation and the Bylaws of the Company, as amended to date and have
examined all statutes and other records, instruments and documents pertaining
to the Company that we have deemed necessary to examine for the purposes of
this opinion.
Based upon such examination, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware.
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October 31, 1996
Page 2
2. Upon the issuance and sale by the Company of the Shares and any
Additional Shares that may be purchased pursuant to the Underwriting Agreement
from the Company for the consideration provided for in the Underwriting
Agreement, such Shares and any such Additional Shares will be duly authorized,
validly issued, fully paid and nonassessable.
The opinions expressed in this letter are solely for use by the Company
in filing the Registration Statement and these opinions may not be relied on by
any other person without our prior written approval.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
PATTERSON, BELKNAP, WEBB & TYLER LLP
By: /s/ JOHN E. SCHMELTZER, III
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report on the consolidated
financial statements of American Exploration Company and subsidiaries dated
March 22, 1996, included in American Exploration Company's Form 10-K for the
year ended December 31, 1995, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
October 31, 1996
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EXHIBIT 23(b)
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
American Exploration Company:
We consent to the incorporation by reference in this registration statement
on Form S-1 of American Exploration Company of our report dated September 26,
1996, relating to the statements of oil and gas revenues and direct lease
operating expenses of the Zilkha I Properties for each of the years in the
three-year period ended December 31, 1995, and to the reference to our firm
under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Houston, Texas
October 31, 1996
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EXHIBIT 23(c)
INDEPENDENT ACCOUNTANTS' CONSENT
The Sole Director
Zilkha Energy Company:
We consent to the incorporation by reference in this registration statement
on Form S-1 of American Exploration Company of our report dated September 26,
1996, relating to the statements of oil and gas revenues and direct lease
operating expenses of the Zilkha II Properties for the year ended December 31,
1995, and to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG PEAT MARWICK LLP
Houston, Texas
October 31, 1996
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EXHIBIT 23(e)
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to (i) the incorporation by reference in this
Registration Statement on Form S-1, filed by American Exploration Company
("American") under the Securities Act of 1933, of information contained in our
reserve report dated February 14, 1996, and our audit letter dated October 8,
1996, relating to the oil and gas reserves and revenue as of December 31, 1995,
and as of June 30, 1996, respectively, of certain properties owned by American,
which audit letter is incorporated by reference in this registration statement,
and (ii) all references to such report, audit letter, and/or to this firm under
the heading "Prospectus Summary -- Summary Reserve Data," "Business --
Reserves," and "Experts" incorporated by reference in this registration
statement, and further consent to us being named as an expert therein.
NETHERLAND, SEWELL & ASSOCIATES,
INC.
By: /s/ CLARENCE M. NETHERLAND
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Clarence M. Netherland
Chairman
Dallas, Texas
October 31, 1996
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EXHIBIT 23(f)
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to (i) the incorporation by reference in this
Registration Statement on Form S-1, filed by American Exploration Company
("American") under the Securities Act of 1933, of information contained in our
reserve report dated October 4, 1996, relating to the oil and gas reserves and
revenue, as of June 30, 1996, of certain properties owned by American, which
reserve report is incorporated by reference in this Registration Statement, and
(ii) all references to such report and/or to this firm under the heading
"Prospectus Summary -- Summary Reserve Data", "Business -- Reserves" and
"Experts" incorporated by reference in this Registration Statement, and further
consent to us being named as an expert therein.
WILLIAM COBB & ASSOCIATES, INC.
By: /s/ FRANK J. MAREK
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Frank J. Marek, P.E.
Vice President
Dallas, Texas
October 31, 1996
