<PAGE> 1
As filed with the Securities and Exchange Commission on May 2, 1994
Registration No. 33-54578
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL NATURAL RESOURCES INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
New Jersey 93-0835865
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
5300 Memorial Drive, Suite 800
Houston, Texas 77007
(713) 880-5464
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Robert F. Vagt, President
5300 Memorial Drive, Suite 800
Houston, Texas 77007
(713) 880-5464
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Robert F. Barrett
Michael P. Finch
Vinson & Elkins L.L.P.
2500 First City Tower
Houston, Texas 77002-6760
(713) 758-2364
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time, after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: ( )
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box:
(X)
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> 2
PROSPECTUS
SUBJECT TO COMPLETION DATED MAY 2, 1994
705,196 SHARES
GLOBAL NATURAL RESOURCES INC.
COMMON STOCK
This prospectus (this "Prospectus") relates to the periodic offer and
sale of up to an aggregate of 705,196 shares of common stock, $1.00 par value
per share (the "Common Stock"), of Global Natural Resources Inc., a New Jersey
corporation (the "Company"), for the account of a certain selling stockholder
(the "Selling Stockholder") of the Company. See "Selling Stockholder."
The Common Stock is registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is listed
for trading on the New York Stock Exchange under the trading symbol "GNR". On
April 29, 1994, the last reported sale price of the Common Stock on the New
York Stock Exchange was $7.125 per share. The shares may be sold at market
prices prevailing at the time of sale or at negotiated prices. The Company
will not receive any of the proceeds from the sale of shares by the Selling
Stockholder.
SEE "CERTAIN CONSIDERATIONS" FOR A DISCUSSION OF THE PRINCIPLE FACTORS
THAT MAKE THIS OFFERING SPECULATIVE OR ONE OF HIGH RISK.
The address of the executive offices of the Company is 5300 Memorial
Drive, Suite 800, Houston, Texas 77007 and the telephone number of the Company
is (713) 880-5464.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representation contained or incorporated by reference in this Prospectus and,
if given or made, such 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 a solicitation of any offer to buy any securities other than
the Common Stock offered by this Prospectus, or an offer to sell or a
solicitation of an offer to buy the Common Stock in any jurisdiction to or from
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
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 the date
hereof.
The date of this Prospectus is May ___, 1994.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Common Stock. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain items of which are contained in schedules and exhibits to
the Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete. With
respect to each such contract, agreement or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference. Items of information
omitted from this Prospectus but contained in the Registration Statement may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the following Regional Offices of the Commission: Chicago Regional
Office, Suite 1400, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60621-2511; and New York Regional Office, 13th Floor, Seven
World Trade Center, New York, New York 10048. Copies of such material can be
obtained by mail from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
The Company is currently subject to the informational requirements of
the Exchange Act and, in accordance therewith, files reports, proxy statements
and other information with the Commission. All such information may be
inspected and copied at the public reference facilities maintained by the
Commission at the locations referred to above and copies of such material can
be obtained by mail from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. In addition, the Company's Common Stock is listed on the New York Stock
Exchange, and such material may also be inspected at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents which have been filed with the Commission by
the Company are incorporated herein by reference and made a part hereof: (a)
Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (b)
Description of the Common Stock contained in the Registration Statement on Form
8-A filed with the Commission on December 3, 1990, as amended on Form 8 filed
with the Commission on February 17, 1993; and (c) Proxy Statement dated April 7,
1994, excluding, pursuant to item 402 of Regulation S-K, the sections captioned
"Compensation Committee Report on Executive Compensation" and "Performance
Graph".
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 of the shares offered hereby shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus, except
as so modified or superseded.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner of any of the Common Stock, to whom a
copy of this Prospectus has been delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been incorporated by reference in this Prospectus, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents. Written or oral requests for such copies should be directed to
Corporate Secretary, Global Natural Resources Inc., 5300 Memorial Drive, Suite
800, Houston, Texas 77007 (telephone: (713) 880-5464).
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<PAGE> 4
THE COMPANY
The Company is an independent producer of oil and natural gas with
reserves in the United States and interests in international properties in
Russia, Indonesia, Malaysia, Turkey and the Ivory Coast.
The principal executive offices of the Company are located at 5300
Memorial Drive, Suite 800, Houston, Texas 77007, and its telephone number is
(713) 880-5464. Unless the context requires otherwise, references herein to
the "Company" or "Global" include Global Natural Resources Inc. and its
consolidated subsidiaries. For additional information regarding the Company,
see the documents specified in "Incorporation of Certain Information by
Reference."
CERTAIN CONSIDERATIONS
Purchasers of the shares of Common Stock offered hereby should
carefully consider the following matters, as well as the other information
incorporated by reference in this Prospectus.
VOLATILITY OF OIL AND GAS PRICES. The revenues generated from future
activities of the Company will be dependent in part upon the future prices of
crude oil and natural gas. Future oil and gas prices are uncertain and are
subject to wide fluctuations. Under current conditions, oil and gas prices are
functions of supply and demand, which in turn are affected by competition from
alternative fuels, oil and gas drilling activity, energy conservation trends,
level of OPEC oil production, government regulation, the availability of
transportation, general economic activity, climatic factors, environment
considerations and other matters. A substantial decline in oil and gas prices
could have a material adverse effect on the Company's financial position and
results of operations.
BUSINESS RISKS. The Company must continually explore for or acquire and
develop new oil and gas reserves to replace those produced or sold. Large
expenditures are required to locate and acquire properties and to drill
exploratory and development wells, and, the Company can never be certain that
such expenditures will result in the discovery of oil and gas reserves in
commercial quantities sufficient to replace reserves currently being produced
and sold.
INTERNATIONAL RISKS. The Company's activities in countries outside the United
States are subject to the risks common to foreign operations in the oil and gas
industry, including political and economic uncertainties, risks of cancellation
or unilateral modification of agreements, operating restrictions, currency
repatriation restrictions, expropriation, export restrictions, the imposition
of new taxes and the increase of existing taxes, inflation and other risks
arising out of foreign government sovereignty over areas in which the
operations are conducted. Russia is currently the primary focus for strategic
development of the Company's international operations. In addition to the
usual risks incident to operations outside the United States, operations in
Russia are subject to other important risks. Among these other risks is the
present export tax of approximately $4.58 per barrel on crude oil exported from
Russia and the future relationship between the Russian Federation and the
autonomous Republic of Tatarstan, where the Company's principal Russian
operations are conducted. Although the Company has applied for exemption from
the export tax in accordance with certain regulations believed to be available
to the Company, no formal exemption has yet been received. On February 15,
1994, a treaty governing the division of authority between the Republic of
Tatarstan and the Russian Federation was signed. Although the Company has not
reviewed the precise terms of the treaty, management of the Company does not
believe that the treaty will have a material adverse effect on the Company's
operations in the Republic of Tatarstan.
RECENT FINANCIAL HISTORY. The Company has reported net losses for the fiscal
years ended December 31, 1991 and December 31, 1992 of $39.1 million and $2.9
million, respectively. For the year ended December 31, 1993, the Company
reported a net profit of $4.5 million. The major portion of the net loss for
1991 was the loss on sale of certain domestic properties begun in 1991 and
concluded in 1992. During such time period the Company began a program to
dispose of certain domestic properties and to direct internally generated cash
at growing its remaining domestic assets, which are concentrated in the Texas
gulf coast and offshore Gulf of
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<PAGE> 5
Mexico, while directing its balance sheet cash primarily towards international
opportunities. Although the Company was profitable in 1993, there can be no
assurance the Company's strategy implemented beginning in 1991 will be
successful or the Company will continue to achieve profitable operations.
COMPETITION. There are a large number of companies and individuals engaged in
the exploration for and development of oil and gas properties, many with
financial resources greater than those of the Company. Competition is intense
for the acquisition of oil and gas leases suitable for exploration, the
purchase or sale of producing properties and the raising of capital. Capital
available for investment in the oil and gas industry has declined significantly
as a result of decreases in product prices, changes in federal income tax laws
and adverse economic conditions generally affecting the industry and the
country as a whole. As a result, there is substantial competition for such
capital.
OPERATING HAZARDS, ENVIRONMENTAL CONCERNS AND GOVERNMENTAL REGULATION. The
Company's operations are subject to all of the risks normally incident to the
exploration for and the production of oil and gas, including blowouts,
cratering, oil spills and fires, each of which could result in damage to or
destruction of oil and gas wells, production facilities or other property,
environmental pollution or injury to persons. Although the Company maintains
insurance coverage considered to be customary in the industry, it is not fully
insured against certain of these risks. The Company and its operations are
subject to an increasing number of federal, state, local and foreign laws
designed to protect the environment from pollution. Exploration for and
development of oil and gas reserves, and production, sale and transportation of
oil and gas, are all subject to regulation by federal, state, local and foreign
governmental authorities.
RELIANCE ON ESTIMATES. The market value of the Common Stock may be
substantially influenced by estimates of future net cash flow from proved
reserves attributable to the Company's oil and gas properties and the
discounted present values thereof. The estimated future net cash flows from
proved reserves and the present values thereof are based on prices being
received as of the dates of the estimates and contract prices and assumptions
about future production levels and costs, all of which may not prove correct.
Predictions about future prices, costs and production levels are subject to
great uncertainty. If the assumptions on which the estimates are based or the
estimates themselves prove to be inaccurate, the market value of the Common
Stock could be adversely affected. In addition, oil and gas reserve estimates
are necessarily inexact and involve subjective engineering judgments and
assumptions. Different, but equally valid, judgments and assumptions could
lead to significantly different estimates.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares offered hereby.
SELLING STOCKHOLDER
The Common Stock covered by this Prospectus is to be offered for the
account of the Selling Stockholder. The Selling Stockholder is:
<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Common Number of Shares of Common Stock Owned
Stock Owned Prior Common Stock After Completion
Name of Selling Stockholder to Offering Offered Hereunder of Offering
- --------------------------- ------------------------- ------------------- ------------------
<S> <C> <C> <C>
Noel Group, Inc. 705,196 705,196 0
</TABLE>
Noel Group, Inc. ("Selling Stockholder" or "Noel") owns 705,196
shares, or 2.4%, of the Company's Common Stock. Noel conducts its principal
operations through small and medium size operating companies in which Noel
holds controlling or other significant equity interest. Certain members of the
Board of Directors of the Company, namely Messrs. William L. Bennett, Gilbert
H. Lamphere and James G. Niven are also members of the Board of Directors of
Noel. Mr. Donald T. Pascal, who is also on the Board of Directors
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<PAGE> 6
of the Company, is an executive officer of Noel. Through Noel's representation
on the Company's Board of Directors and the participation of its executive
officers in the management of the Company, Noel may be deemed to possesses the
power to exercise a controlling influence over the management and policies of
the Company and therefore Noel may be deemed a controlling stockholder of the
Company.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholder that its
shares of Common Stock may from time to time be offered for sale either
directly by the Selling Stockholder or through underwriters, dealers or agents
or on any exchange on which the Common Stock may from time to time be traded,
or in independently negotiated transactions or otherwise. The Common Stock may
be sold at market prices prevailing at the time of sale or at negotiated
prices. The Selling Stockholder and any underwriters, dealers or agents that
participate in distribution of the shares may be deemed to be underwriters, and
any profit on sale of the shares by them and any discounts, commissions or
concessions received by any underwriter, dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act. The Company
is not aware of any arrangements the Selling Stockholder may have with any
brokerage firm regarding the sale of its shares. The Selling Stockholder has
advised the Company that some or all of the shares offered hereby may from time
to time alternatively be sold pursuant to Rule 144 under the Securities Act.
In certain instances, other than in connection with the sale of Common
Stock pursuant to this prospectus, the Company has a right of first refusal on
the sale of shares of Common Stock by the Selling Stockholder. The Company has
agreed to register for sale under the Securities Act and certain state
securities laws the shares of Common Stock held by the Selling Stockholder and
to indemnify the Selling Stockholder against certain civil liabilities,
including certain liabilities under the Securities Act.
EXPERTS
The consolidated financial statements and schedules of the Company and
its subsidiaries as of December 31, 1993, and for each of the years in the
three-year period ended December 31, 1993, incorporated by reference herein and
elsewhere in the Registration Statement have been incorporated herein and
elsewhere in the Registration Statement in reliance upon the reports,
incorporated by reference herein, of KPMG Peat Marwick, independent certified
public accountants, and upon the authority of said firm as experts in
accounting and auditing.
Information regarding the Company's gross oil and gas reserve
estimates is also incorporated herein by reference upon the authority of
certain firms as experts in the field of oil and gas estimation. Ryder Scott
Petroleum Engineers reviewed the oil and gas reserve estimates for properties
located in the United States and Argentina.
LEGAL MATTERS
Certain legal matters with respect to the securities offered hereby
have been passed upon for the Company by Vinson & Elkins L.L.P., Houston,
Texas.
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<PAGE> 7
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey General Corporation Law and Article
Eighth of the Company's Restated Certificate of Incorporation provide for
indemnification of officers, directors, employees and agents under certain
circumstances. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the registration of the Common Stock
are set forth in the following table. All amounts except the registration fee
are estimated.
<TABLE>
<S> <C>
Registration Fee (Securities and
Exchange Commission) . . . . . . . . . . . . . . . . . . $ 1,378.49
Stock Exchange Listing Fees . . . . . . . . . . . . . . . None
Accountant's Fees and Expenses . . . . . . . . . . . . . . 500.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . 5,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 1,000.00
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,878.49
========
</TABLE>
The Company will not bear any of the expenses of registration of the
Common Stock; the Selling Stockholder will bear all such expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14A:3-5 of the New Jersey General Corporation Law provides for
indemnification of officers, directors, employees, and agents. Set forth below
is Article Eighth of the Company's Restated Certificate of Incorporation
pertaining to indemnification of officers, directors, employees and agents:
EIGHTH: Every person who is or was a director or officer of
the Corporation or of any subsidiary of the Corporation, and any such
person who serves or served in any capacity with any other enterprise
at the request of the Corporation, shall be indemnified by the
Corporation to the fullest extent permitted by law against all
expenses and liabilities reasonably incurred by or imposed upon him in
connection with any proceeding to which he may be made, or threatened
to be made, a party, or in which he may become involved by reason of
his being or having been a director or officer of the Corporation or
of any subsidiary of the Corporation, or by reason of his serving or
having served such other enterprise in such capacity, whether or not
he is a director or officer of the Corporation or of any subsidiary of
the Corporation, or continues to serve such other enterprise, at the
time the expenses or liabilities are incurred; provided, however, that
the obligation of the Corporation to indemnify any person who is or
was a director or officer of any subsidiary of the Corporation against
any expense or liability shall be reduced by the amount, if any, by
which such person has been indemnified by the subsidiary against such
expense or liability.
ITEM 16. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company dated May
10, 1983 (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of the Company dated August 20, 1987.
(incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
4.3 Certificate of Correction to the Restated Certificate of
Incorporation of the Company dated September 9, 1988.
(incorporated by reference to Exhibit 3.4 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
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<PAGE> 9
4.4 Certificate of Amendment of Restated Certificate of
Incorporation of the Company dated October 5, 1988.
(incorporated by reference to Exhibit 3.5 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
4.5 Certificate of Amendment of Restated Certificate of
Incorporation of the Company dated October 17, 1990.
(incorporated by reference to Exhibit 3.6 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
4.6 Bylaws of the Company, as amended through June 7, 1990
(incorporated by reference to Exhibit 3.7 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
4.7 Rights Agreement dated as of October 5, 1988 between Global
Natural Resources Inc. and Registrar and Transfer Company,
which includes the form of Certificate of Amendment of
Restated Certificate of Incorporation setting forth the terms
of the Series B Junior Preferred Stock, par value $1.00 per
share, as Exhibit A, the form of Right Certificate as Exhibit
B and the Summary of Rights to Purchase Preferred Shares as
Exhibit C incorporated by reference to Exhibit A to the
Company's Registration Statement on Form 8-A, dated October
11, 1988 (incorporated by reference to Exhibit A to the Form
10-Q for the quarter ended September 30, 1988).
4.8 First Amendment to Rights Agreement dated as of July 19, 1989
between Global Natural Resources Inc. and Registrar and
Transfer Company (incorporated by reference to Exhibit 1.1 to
Form 8 dated August 9, 1989).
4.9 Second Amendment to Rights Agreement dated as of February 5,
1993 between Global Natural Resources Inc. and Registrar and
Transfer Company (incorporated by reference to Exhibit 7.2 to
Form 8 dated February 16, 1993).
4.10 Indemnification Agreement and Agreement to Keep Registration
Statement Effective dated July 19, 1989 between Noel Group,
Inc. and Global Natural Resources Inc. (incorporated by
reference to Exhibit 4.6 to Registration Statement No.
33-31536).
4.11 Stock Exchange Agreement dated October 30, 1990, between Noel
Group, Inc. and Global Natural Resources, Inc. (incorporated
by reference to Exhibit 2 to the Form 10-Q for the quarter
ended September 30, 1990).
5.1 Opinion of Vinson & Elkins L.L.P.
24.1 Consent of KPMG Peat Marwick (incorporated by reference to
Exhibit 23.1 to the Company's Annual Report on Form 10-K for
the year ended 1993).
24.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.3 Consent of Ryder Scott Company Petroleum Engineers
(incorporated by reference to Exhibit 23.2 to the Company's
Annual Report on Form 10-K for the year ended 1993).
25.1 Powers of Attorney (included on signature page).
All Exhibits were previously filed or are incorporated by reference.
ITEM 17. UNDERTAKINGS.
(a) The Company 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-2
<PAGE> 10
(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;
(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 registration statement
is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment
by those 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
that are incorporated by reference in the
registration statement.
(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.
(4) That, for 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 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(5) 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 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 persons of the registrant 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 a
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 a final adjudication of such issue.
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<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Amendment No. 2 to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 2nd day of
May, 1994.
GLOBAL NATURAL RESOURCES INC.
By: /s/ ERIC LYNN HILL
-------------------------------------
Eric Lynn Hill
Vice President, Finance and Administration
Individually and as Attorney-in-Fact
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 and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT F. VAGT* President and Director May 2, 1994
- ----------------------------- (Principal Executive Officer)
Robert F. Vagt
/s/ ERIC LYNN HILL* Vice President, Finance and May 2, 1994
- ------------------------------ Administration (Principal Financial
Eric Lynn Hill and Accounting Officer)
/s/ JAMES G. NIVEN* Chairman and Director May 2, 1994
- -------------------------------
James G. Niven
/s/ WILLIAM L. BENNETT* Director May 2, 1994
- ---------------------------
William L. Bennett
/s/ SIDNEY R. PETERSEN* Director May 2, 1994
- ----------------------------
Sidney R. Petersen
/s/ J. CHARLES HOLLIMON* Director May 2, 1994
- --------------------------
J. Charles Hollimon
/s/ JOHN E. KILGORE, JR.* Director May 2, 1994
- -----------------------------
John E. Kilgore, Jr.
/s/ GILBERT H. LAMPHERE* Director May 2, 1994
- -------------------------
Gilbert H. Lamphere
/s/ JOHN E. MCFARLANE* Director May 2, 1994
- --------------------------
John E. McFarlane
/s/ DONALD T. PASCAL* Director May 2, 1994
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Donald T. Pascal
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*By: /s/ ERIC LYNN HILL
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Eric Lynn Hill
Vice President, Finance and Administration
Individually and as Attorney-in-Fact
II-4
