<PAGE>
As filed with the Securities and Exchange Commission on October 25, 1994
Registration No. 33-52496
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HONDO OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
95-1998768
(I.R.S. Employer Identification No.)
410 East College Boulevard
Roswell, New Mexico 88201
(505) 625-8700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
C. B. McDaniel
Secretary and Counsel
Hondo Oil & Gas Company
410 East College Boulevard
Roswell, New Mexico 88201
(505) 625-8700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
David P. Buchholtz, Esq. Richard A. Rubin, Esq.
Sutin, Thayer & Browne Parker Chapin Flattau & Klimpl
P. O. Box 1945 (87103) 1211 Avenue of the Americas
Two Park Square, Suite 1000 New York, New York 10036
6565 Americas Parkway, N.E. (212) 704-6000
Albuquerque, New Mexico 87110
(505) 883-2500
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement as determined by
market conditions.
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 dividends or
interest reinvestment plans, 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>
SUBJECT TO COMPLETION, DATED OCTOBER 25, 1994
PROSPECTUS
HONDO OIL & GAS COMPANY
3,609,200 SHARES OF COMMON STOCK, $1.00 PAR VALUE
The 3,609,200 shares (the "Shares") of $1.00 par value common stock ("Common
Stock") of Hondo Oil & Gas Company (the "Company") offered by this Prospectus
are being offered for the account of The Hondo Company (the "Selling
Shareholder") by the Selling Shareholder and/or by Lonrho Plc, the holder of a
pledge of the Shares. The Company will not receive any proceeds from this
offering. See "Selling Shareholder" below.
SEE "CERTAIN INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY THE PROSPECTIVE INVESTOR.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE 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 Shares may be sold from time to time in one or more transactions on the
American Stock Exchange, in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, or otherwise, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices including (a) through ordinary brokerage
transactions in which the broker solicits purchases, (b) sales to one or more
brokers or dealers as principal, and the resale by such brokers or dealers for
their account pursuant to this Prospectus, including resales to other brokers
and dealers, (c) block trades in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal in order to facilitate the transaction or (d) negotiated
transactions with purchasers with or without a broker or dealer. On October 20,
1994, the last reported sales price of the Common Stock of the Company on the
American Stock Exchange was $15.25 per share.
The date of this Prospectus is , 1994.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information 3
Documents Incorporated By Reference 3
The Company 4
Certain Investment Considerations 4
Selling Shareholder 6
Plan of Distribution 8
Experts 9
Legal Matters 9
</TABLE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer contained in this Prospectus, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company, Selling Shareholder, the pledgee of the
Selling Shareholder or any underwriter. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any securities other than
the Shares or an offer to sell, or a solicitation of an offer to buy, Shares in
any jurisdiction in which, or to any person to whom, such offer or solicitation
would be unlawful. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof or that
information herein is correct as of any time subsequent to its date.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, information statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the following Regional Offices of the
Commission: 7 World Trade Center, 13th Floor, New York, New York 10048 and
Northwestern Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on the
American Stock Exchange; reports, proxy statements, information statements and
other information filed by the Company with the American Stock Exchange can be
inspected at the offices of the American Stock Exchange at 86 Trinity Place, New
York, New York 10006.
This Prospectus does not contain all the information set forth in the
Registration Statement (No. 33-52496) on Form S-3 (the "Registration Statement")
of which this Prospectus is a part, including exhibits thereto, which has been
filed with the Commission in Washington, D.C. Copies of the Registration
Statement and the exhibits thereto may be obtained, upon payment of the fee
prescribed by the Commission, or may be examined without charge, at the office
of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company (File No. 0-52) with the
Commission pursuant to the Exchange Act are incorporated in this Prospectus by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended September
30, 1993.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended December
31, 1993, March 31, 1994, and June 30, 1994.
3. The Company's Current Reports on Form 8-K dated October 12, 1993, June 30,
1994, September 12, 1994, and September 30, 1994.
4. The description of the Common Stock contained in the Company's Registration
Statement on Form 8-A dated September 3, 1985, including any amendment or report
filed by the Company for the purpose of updating such description.(1)
3
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(1) In 1988, the Company increased its number of authorized shares of Common
Stock to 30,000,000.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to termination of this offering,
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such document. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all documents incorporated by
reference in this Prospectus (not including exhibits unless such exhibits are
specifically incorporated by reference). Requests for such information should be
directed to C. B. McDaniel, Secretary and Counsel, Hondo Oil & Gas Company, 410
East College Boulevard, Roswell, New Mexico 88201, telephone
(505) 625-8700.
THE COMPANY
The Company, a Delaware corporation organized in 1958, is an independent oil
and gas company presently focusing on international oil and gas exploration and
development. The Company's principal asset is an interest in an exploration
concession in Colombia. For a more detailed description of the business of the
Company, including audited and unaudited financial information, see the
documents referred to in "Documents Incorporated by Reference." The Company's
principal executive offices are located at 410 East College Boulevard, Roswell,
New Mexico 88201, telephone (505) 625-8700.
CERTAIN INVESTMENT CONSIDERATIONS
The following factors, should be considered carefully by prospective
investors in the Common Stock offered hereby.
Substantial Reliance on Single Investment. The Company's success currently is
substantially dependent on its investment in the Opon project in Colombia, South
America. The Company recently announced the discovery of potentially significant
reserves of natural gas and condensate in an exploratory well recently drilled
on the Opon Association Contract area in Colombia. See the Company's Current
Report on Form 8-K dated September 12, 1994.
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No definitive assessment of the size of the hydrocarbon resources
associated with the discovery can be made as of the date of this
Prospectus.
The Company's management believes that its Opon project has significant
potential to be developed in conjunction with Colombia's planned natural gas
transmission network and that the Company's future revenues will be derived from
this source as well as oil production from the Opon project. However, there can
be no assurance that the Opon project will be successfully developed or that
alternative sources of funds will become available in the future.
Foreign Operations. Operations in the Opon project are subject to the risks
inherent in foreign operations, including expropriation, nationalization, war
and insurrection, and other political risks. The success of the Opon project
will also depend to a certain extent on the Colombian government making a
commerciality declaration, further developing a natural gas policy, gasification
program and gas transmission network and otherwise cooperating with the
development of the Opon project. There can be no assurance that the Colombian
government will take these steps or that it will not impose regulatory burdens
or restrictions that could adversely affect the development of the Opon project.
In the past, guerilla activity in Colombia has disrupted the operation of oil
and gas projects, including site preparation at the Opon Contract area during
fiscal 1991. Since that time, security in the area has been significantly
enhanced and the Company has taken steps to improve its relations with the local
community. While the Company does not expect that future guerilla activity will
have a material impact on the exploration and development of the Opon project,
there can be no assurance that such activity will not occur or that such
activity would not adversely affect the operations of the Opon project.
Risks of Oil and Gas Exploration. Operations in the Opon project are subject
to the operating risks normally associated with the exploration for and
production of oil and gas, including fires, blowouts, other natural catastrophes
and problems associated with environmental and pollution control. In addition,
there are potential drilling and completion problems associated with geo-
pressurized strata in the La Paz formation. Although the Company's management
believes drilling and completion programs can be designed and carried out that
mitigate these problems, there can be no assurance that such problems will not
adversely affect operations.
Limited Capital. The Company has no source of current income from its
operations. The Company's principal remaining assets, its investment in the Opon
project and its California real estate, do not currently provide any income and
require additional capital for exploitation. For a more detailed discussion, see
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994
and the documents referred to in "Documents Incorporated by Reference." The
Company will not receive any proceeds from this offering.
Losses from Operations. The Company experienced losses of $46,330,000,
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$56,758,000 and $23,844,000 for the years ended September 30, 1991, 1992 and
1993, respectively. As discussed above under Limited Capital, because the
Company's principal remaining assets do not currently provide any income and
require additional capital for exploitation, the Company anticipates continued
losses for the foreseeable future.
Continuation of American Stock Exchange Listing. Because of losses in prior
years and negative shareholders' equity, the Company does not fully meet all of
the guidelines of the American Stock Exchange for continued listing of its
shares. The Company's management is taking steps to improve the Company's
ability to meet the Exchange's guidelines and preserve the listing. However, no
assurances can be given that the Company's shares will remain listed on the
Exchange in the future.
Effect on Common Stock Price. Sales or potential sales of the Shares may have
an adverse effect on the market price for the Company's Common Stock. The number
of shares proposed to be sold under this Prospectus exceeds the limitations on
the number of shares that may be sold by any person in any three-month period
under Rule 144 of the Securities Act of 1933, as amended (the "1933 Act"), and
the Company cannot predict what effect sales of Shares may have on the
market.
SELLING SHAREHOLDER
The 3,609,200 shares of Common Stock offered by this Prospectus are being
offered for the account of The Hondo Company (the "Selling Shareholder") and/or
Lonrho Plc, the holder of a pledge of the Shares. The Selling Shareholder held,
as of October 21, 1994, 10,150,200 shares of Common Stock constituting 77.8% of
the Company's outstanding Common Stock. If all of the 3,609,200 shares are sold,
the Selling Shareholder will own 6,541,000 shares, constituting 50.2% of the
outstanding Common Stock of the Company. Such holdings will enable the Selling
Shareholder to retain control of the election of directors and other matters to
be determined by the shareholders of the Company.
The Company, the Selling Shareholder and the Selling Shareholder's then
subsidiary, Hondo Oil & Gas Company (which merged with the Company in 1990),
entered into an Exchange Agreement dated October 28, 1987. The terms of that
agreement provide the Selling Shareholder with the right to ask the Company to
register with the Commission up to 10,000,000 shares of the Company's Common
Stock held by the Selling Shareholder. The Selling Shareholder has relied on the
terms of the Exchange Agreement in requesting the registration of shares of
Common Stock of the Company pursuant to this Prospectus.
The shareholders of the Selling Shareholder, and their approximate respective
percentages of ownership of the Selling Shareholder as of October 21, 1994 are
set forth below:
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Robert O. Anderson(1)(2)... 39.990%
Phelps Anderson(3) ........ 5.005%
Robert B. Anderson(4) ..... 5.005%
Lonrho, Inc.(5) ........... 50.000%
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(1) Director of the Company.
(2) Lonrho Plc has informed the Company that on July 6, 1993, Robert O.
Anderson granted an option in favor of a subsidiary of Lonrho, Inc. to acquire
up to 25% of the shares of the Selling Shareholder out of his holdings. The
option may be exercised at any time on or before July 5, 1996. The exercise of
the option is subject to prior commitments and pledges to lenders made by Robert
O. Anderson with respect to the shares subject thereto. Robert O. Anderson has
informed the Company that he considers the option to be null and void.
(3) Phelps Anderson was a director and Executive Vice President of the Company
from January 1988 to June 1993, and is the son of Robert O. Anderson.
(4) Robert B. Anderson was Executive Vice President of the Company from January
1988 to December 1991 and a director of the Company from January 1988 to June
1993. He is the son of Robert O. Anderson.
(5) Four of the Company's directors, Deborah J. Gudgeon, John F. Price, R.W.
Rowland and R.E. Whitten, are executives of Lonrho Plc, the indirect parent of
Lonrho, Inc. John F. Price is also a director and President, and R.W. Rowland
and R.E. Whitten are directors, of Lonrho, Inc.
Deborah J. Gudgeon, age 34, became a director of the Company on July 26, 1994.
She is a Chartered Accountant and is Finance Executive of Lonrho Plc, having
joined that company in 1987. She is a director of 16 other Lonrho Group
companies.
See the documents referred to in "Documents Incorporated by Reference" for
information about Robert O. Anderson, R.W. Rowland, John F. Price, R.E. Whitten,
Lonrho, Inc. and Lonrho Plc.
On October 3, 1994, Lonrho Plc purchased from Union Bank for $40,000,000, and
received an assignment of, all of Union Bank's rights and obligations under a
Revolving Credit Agreement between the bank and Selling Shareholder (the
"Revolving Credit Agreement"), and the related Promissory Note (the "Note"), the
guarantees of Lonrho Plc and Robert O. Anderson and a Pledge Agreement under
which the Selling Shareholder's obligations under the Revolving Credit
Agreement, the Note and the Pledge Agreement were secured by a pledge of all
shares of Common Stock of the Company then or thereafter owned
7
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by the Selling Shareholder, including the Shares (the "Pledge Agreement").
A Event of Default now exists under the Revolving Credit Agreement;
therefore, Lonrho Plc is entitled to, among other things, exercise its rights
and remedies provided under the Pledge Agreement, including selling the Shares
from time to time and applying the proceeds received therefrom to the payment of
all obligations of the Selling Shareholder under the Revolving Credit Agreement,
Note and Pledge Agreement. Any surplus cash proceeds and any Shares not sold
after the repayment of such amounts will revert to the Selling Shareholder.
Regardless of whether the Shares are sold under this Prospectus by the Selling
Shareholder or Lonrho Plc, the proceeds of any sales of the Shares will be
applied to the payment of all obligations of the Selling Shareholder under the
Revolving Credit Agreement, Note and Pledge Agreement. The Selling Shareholder
may not sell the pledged shares during the continuation of an Event of Default
under the Revolving Credit Agreement unless the provision in the Pledge
Agreement imposing this prohibition is waived by Lonrho Plc.
Due to their shareholdings in the Selling Shareholder and a Shareholders'
Agreement related to their rights to vote and dispose of their shareholdings in
the Selling Shareholder, Robert O. Anderson, Phelps Anderson and Robert B.
Anderson and Lonrho, Inc. may be deemed to have shared voting and investment
power as to the shares of Common Stock owned by the Selling Shareholder (subject
to the rights of Lonrho Plc as pledgee of all of the shares of Common Stock
owned by the Selling Shareholder). Due to its indirect ownership of 100% of the
stock of Lonrho, Inc., Lonrho Plc may also be deemed to beneficially own such
shares. As an Event of Default exists under the Revolving Credit Agreement, the
Pledge Agreement affords Lonrho Plc, as pledgee of all of the shares of Common
Stock owned by the Selling Shareholder, the sole power to vote such shares and
the sole right to dispose or direct the disposition of the number of such shares
necessary to pay all amounts due it under the Revolving Credit Agreement, the
Note and the Pledge Agreement.
PLAN OF DISTRIBUTION
The Selling Shareholder and Lonrho Plc, the holder of a pledge of the Shares,
have informed the Company that Shares sold under this Prospectus may be sold on
the American Stock Exchange, in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, or otherwise, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices by one or more of the following methods:
(a) through ordinary brokerage transactions in which the broker solicits
purchases, (b) sales to one or more brokers or dealers as principal, and the
resale by such brokers or dealers for their account pursuant to this Prospectus,
including resales to other brokers and dealers, (c) block trades in which the
broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal in order to facilitate
the transaction or (d) negotiated
8
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transactions with purchasers with or without a broker or dealer. In connection
with any sales, the Selling Shareholder, the pledgee and any broker or dealer
participating in such sales may be deemed "underwriters" within the meaning of
the 1933 Act and any commissions, discounts or concessions received by a broker
or dealer (which may be in excess of customary commissions) and any gain
realized by such broker or dealer on the sale of Shares may be deemed
"underwriting compensation". Any such commissions, discounts or concessions will
be paid or borne by the Selling Shareholder or the pledgee, and not the
Company.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended September 30, 1993, have
been audited by Ernst & Young, independent auditors, as set forth in their
report thereon (which contains an explanatory paragraph with respect to an
uncertainty described in Note 1 to the consolidated financial statements)
included therein and incorporated herein by reference. Such financial statements
are, and audited financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Ernst &
Young pertaining to such financial statements (to the extent covered by consents
filed with the Securities and Exchange Commission) given upon the authority of
such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby is being passed upon for the
Company by C.B. McDaniel, a director, Counsel to and Secretary of the Company.
Mr. McDaniel holds options to acquire 20,000 shares of the Common Stock of the
Company at an exercise price of $7.50 per share. At the date of this Prospectus,
Mr. McDaniel's options for 10,000 shares are exercisable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the actual and estimated expenses incurred in connection
with the registration and sale of the Selling Shareholder's Shares. The Company
will pay all of these expenses except the legal fees of counsel to the Selling
Shareholder pursuant to the terms of an Exchange Agreement dated October 28,
1987, among the Company, the Selling Shareholder and the Selling Shareholder's
then subsidiary, Hondo Oil & Gas Company (now merged with the Company).
<TABLE>
<CAPTION>
Item Amount
<S> <C>
SEC registration fees $ 8,977.50
Legal fees and expenses 26,500.00*
Accountants' fees and expenses 5,000.00*
Miscellaneous 4,522.50*
Total $45,000.00*
</TABLE>
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* Estimated
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify its officers or directors under certain circumstances.
That statute provides that, in actions in which the corporation is not a party,
the corporation may indemnify its officers and directors for losses incurred by
them if the officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In actions in which the
corporation is a party, the statute provides the same standard but prohibits
indemnification if the officer or director is adjudged liable to the
corporation, unless the Delaware Court of Chancery or the court in which the
suit or action is brought determines that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity. The statute further permits a
corporation to purchase and maintain insurance on behalf of its officers or
directors against any liability asserted against him and incurred by him in such
capacity or arising out of his status as such,
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whether or not the corporation would have the power to indemnify him against
such liability.
The Company's Certificate of Incorporation does not restrict the
indemnification of officers or directors. The Company's Bylaws provide for the
indemnification of the Company's officers and directors to the fullest extent
permitted under Delaware law against all costs, charges, expenses, liabilities
and losses reasonably incurred or suffered by such person in connection with any
action, suit or proceeding by reason of the fact that they are or were officers
or directors of the Company. The Company's Bylaws permit the Company to
maintain insurance to protect any officer or director of the Company against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under Delaware
law. The Company's Bylaws further permit the Company to enter into agreements
with any officer or director providing for indemnification to the fullest extent
permitted by Delaware law. The Company has directors' and officers' liability
insurance policies presently in force insuring directors and officers of the
Company and its subsidiaries.
Item 16. Exhibits.
The following exhibits are filed as part of this Registration Statement:
4 Articles of Incorporation and Bylaws of the Company(2)
5 Opinion of C. B. McDaniel, Esq.(1)
23.1 Consent of Ernst & Young.(2)
23.2 The consent of C. B. McDaniel, Esq. appears in Exhibit 5.
24 Powers of attorney.(1)
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(1) Filed on September 28, 1992 with the initial filing of this Registration
Statement.
(2) Included in the Company's Annual Report on Form 10-K for the year ended
September 30, 1993, and incorporated herein by reference.
Item 17. Undertakings.
The Company hereby undertakes:
(1) To file during any period in which offers or sales are being made, a
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post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information otherwise required to be included
in a post-effective amendment is contained in a periodic report filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 and incorporated herein by reference;
(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,
unless the information otherwise required to be included in a post-effective
amendment is contained in a periodic report filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference; 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;
(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; and
(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.
The Company hereby undertakes 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.
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 person of the
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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
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this post-effective
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Roswell, State of New
Mexico, on October 21, 1994.
HONDO OIL & GAS COMPANY
By /s/Stanton J. Urquhart
-------------------------
Its Vice President
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the 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>
Chairman of the
- ------------------ Board and Director
ROBERT O. ANDERSON
/s/John J. Hoey President, Chief October 19, 1994
- --------------- Executive Officer
JOHN J. HOEY and Director
/s/Deborah Gudgeon Director October 21, 1994
- ------------------
DEBORAH GUDGEON
/s/C.B. McDaniel Director October 21, 1994
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C.B. MCDANIEL
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ R.W. Rowland Director October 21, 1994
- ----------------
R. W. ROWLAND
/s/ Douglas G. McNair Director October 19, 1994
- ---------------------
DOUGLAS G. MCNAIR
/s/ John F. Price Director October 19, 1994
- -----------------
JOHN F. PRICE
/s/ R.E. Whitten Director October 21, 1994
- ----------------
R. E. WHITTEN
/s/ Stanton J. Urquhart Vice President October 21, 1994
- ----------------------- (Principal Financial
STANTON J. URQUHART and Principal
Accounting Officer)
</TABLE>
II-5
