[RETURN-COPY]
As filed with the Securities and Exchange Commission on September 14,
1995
Registration No. 33-61413
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-2
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)
Copy to:
Richard A. Boehmer, Esquire
O'Melveny & Myers
400 South Hope Street
Los Angeles, California 90071-2899
(213) 669-6568
Approximate date of commencement of proposed sale to the public: Date
this registration statement is declared effective by the Securities and
Exchange Commission or as soon thereafter as is practicable.
(Continued)
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 check the following box [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box [X]
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 registration statement for the same offering. [ ]
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 [ ]
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 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 MAY DETERMINE.
HONDO OIL & GAS COMPANY
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
Showing Location in Prospectus of Information
Required by Items of Form S-2
Item Number and Heading in
Form S-2 Registration Statement Caption or Location in Prospectus
------------------------------- ---------------------------------
1. Forepart of the Registration
Statement and Outside Front Page
of Prospectus. . . . . . . . . . Forepart of the Registration
Statement; Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus. . . . . . . Table of Contents; Available
Information; Documents
Incorporated by Reference
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges. . . . . . . . . . . . . Risk Factors; The Company
4. Use of Proceeds. . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . Not Applicable
6. Dilution. . . . . . . . . . . . . Not Applicable
7. Selling Security Holders. . . . . Not Applicable
8. Plan of Distribution. . . . . . . Plan of Distribution
9. Description of Securities to
be Registered. . . . . . . . . . Description of Securities to be
Registered
10. Interests of Named Experts and
Counsel. . . . . . . . . . . . . Legal Matters; Experts
11. Information with Respect to
the Registrant. . . . . . . . . The Company; Risk Factors; Use of
Proceeds; Description of
Securities to be Registered;
Annual Report on Form 10-K for
the year ended September 30,
1994, delivered herewith;
Quarterly Report on Form 10-Q for
the nine months ended June 30,
1995, delivered herewith
12. Incorporation of Certain
Information by Reference. . . . Documents Incorporated by
Reference
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities. . . . . . . . Not Applicable
SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 1995
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.
PROSPECTUS
HONDO OIL & GAS COMPANY
Up to 65,000 SHARES OF COMMON STOCK, $1.00 PAR VALUE
_____________________
Up to 65,000 shares (the "Shares") of common stock, $1.00 par value
("Common Stock"), of Hondo Oil & Gas Company (the "Company") offered by
this Prospectus are being offered by the Company.
SEE "RISK FACTORS" COMMENCING ON PAGE 4 HEREOF 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 will be delivered in a transaction in which the Company will
acquire a 0.88875% interest in the Opon Association Contract from
Alliance Petroleum International Co. On September 13, 1995, the last
reported sales price of the Common Stock of the Company on the American
Stock Exchange was $21.63 per share.
_____________________
The date of this Prospectus is __________________.
1
TABLE OF CONTENTS
Page
Available Information 3
Documents Incorporated By Reference 3
Risk Factors 4
The Company 6
Use of Proceeds 6
Plan of Distribution 6
Description of Securities to be Registered 7
Experts 7
Legal Matters 7
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. 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.
2
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. 33-61413) on Form S-2 (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. A copy of
the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 and a copy of the Company's Quarterly Report on Form
10-Q for the nine months ended June 30, 1995 is being delivered to each
person to whom this Prospectus is being delivered.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company (File No. 1-8979) 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, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1994, March 31, 1995, and June 30, 1995.
3. The Company's Current Reports on Form 8-K dated November 29, 1994,
March 3, 1995, August 18, 1995 and August 28, 1995.
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.
3
RISK FACTORS
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 has no significant
operating assets which are presently generating cash to fund its
operating and capital requirements. At June 30, 1995 the Company had a
deficiency in net assets of $69,389,000.
In September 1994, the Company announced the discovery of potentially
significant reserves of natural gas and condensate in an exploratory
well recently drilled on the area of the Opon Association Contract (the
"Opon Contract"), an exploration and exploitation contract covering
lands in the Middle Magdalena Basin, Colombia. See the Company's Annual
Report on Form 10-K for the year ended September 30, 1994. 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 condensate
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.
ROLE OF ECOPETROL. Empresa Colombiana de Petroleos ("Ecopetrol") is a
quasi-governmental corporate organization wholly-owned by the Colombian
government. Ecopetrol may become a participant in the Opon Contract
after commercial production is established. See the Company's Annual
Report on Form 10-K for the year ended September 30, 1994. Ecopetrol
also owns and operates the refinery at Barrancabermeja that is a
possible market for natural gas from the Opon project if and when
production is established. Export of natural gas from the Opon project
is not considered economically feasible at this time. At present, the
price of natural gas is set by law enacted by the legislature of
Colombia in 1983. The regulated price of natural gas could be changed
in the future by governmental action. The participation of Ecopetrol, a
government-owned company, in the Opon project as a participant and as a
potential purchaser, and the power of the government of Colombia to set
the price of natural gas creates the potential for a conflict of
interest in Ecopetrol and/or the government. If such a conflict of
interest materializes, the economic value of the Company's interest in
the Opon project could be diminished. The Company's management believes
that the risk of an adverse effect upon the Company from a conflict of
interest in Ecopetrol and/or the government is remote; however, no
assurances can be given, and no prediction can be made, concerning a
possible adverse effect on the Company from a conflict of interest as
described in this paragraph.
4
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.
Generating revenue from the sale of hydrocarbons will depend, to a
certain extent, on the Colombian government continuing its present
policy of expansion of existing, and development of new, natural gas
markets, infrastructure, and transmission systems. 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 greater than normal
mechanical drilling risks at the Opon Contract area associated with high
pressures in the La Paz and other formations. These pressures may cause
collapse of the well bore, impede the drill string while drilling, or
cause difficulty in completing a well with casing and cement. These
potential problems were overcome in the drilling of the Opon No. 3 well
by the use of a top-drive drilling rig, heavy-weight drilling fluids and
other technical drilling enhancements. As additional wells are drilled
and additional data and experience are obtained, the mechanical risks
should be reduced.
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 Annual Report on Form 10-K
for the year ended September 30, 1994 and the documents referred to in
"Documents Incorporated by Reference." The Company will not receive any
cash proceeds from this offering.
LOSSES FROM OPERATIONS. The Company experienced losses of
$56,758,000, $23,844,000 and $11,056,000 for the years ended September
30, 1992, 1993 and 1994, 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
5
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 other
shares registered by the Company for the account of The Hondo Company,
and Lonrho Plc as pledgee, and for the account of Lonrho Plc may have an
adverse effect on the market price for the Company's Common Stock. On
February 10, 1995, Amendment No. 2 to a registration statement on Form
S-3 became effective registering for sale from time to time by The Hondo
Company and Lonrho Plc as pledgee 3,609,200 shares of the Company's
Common Stock. On May 22, 1995, a registration statement on Form S-3
became effective registering for sale from time to time by Lonrho Plc
189,080 shares of the Company's Common Stock. Each of these
registration statements remain effective and no sales have occurred.
The Company cannot predict what effect sales of such shares may have on
the market price of the Common Stock.
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 attached Annual Report on
Form 10-K for the fiscal year ended September 30, 1994 and Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995, and 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.
USE OF PROCEEDS
The Shares will be delivered to Alliance Petroleum International Co.
("Alliance"), in payment for a 0.88875% interest (the "Interest") in the
Opon Contract. The Company's wholly-owned subsidiary, Hondo Magdalena
Oil & Gas Limited, owns a 30% interest in the Opon Contract, and the
additional Interest will be acquired by the subsidiary. The
consideration for the Interest is $888,750 in shares of Common Stock.
The number of shares will be determined based upon the closing price for
the Company's Common Stock on the day before the later of (i) the date
that the registration statement for the Shares is declared effective by
the Commission or (ii) the date that the American Stock Exchange
approves the Company's Additional Listing Application for the Shares,
provided, however, that no more than 65,000 shares of Common Stock will
be issued as consideration in the transaction.
PLAN OF DISTRIBUTION
The shares of Company Common Stock registered hereunder are to be
issued directly to Alliance as described above in "Use of Proceeds." No
underwriters, brokers, dealers, or finders will receive compensation in
connection with the transaction.
6
DESCRIPTION OF SECURITIES TO BE REGISTERED
The Company is authorized to issue up to 30,000,000 shares of its
Common Stock, with a par value of $1.00 per share. Each share of common
stock of the Company entitles the holder thereof to one vote. Holders of
common stock have no preemptive rights to subscribe to any additional
securities which the Company may issue. The holders of the common stock
of the Company are entitled to share equally in dividends when, as and
if declared by the Company's Board of Directors out of any funds legally
available therefor and are entitled upon liquidation to receive, pro
rata, the net assets of the Company. All shares of the common stock of
the Company are fully paid and nonassessable when issued, are non-
redeemable and have no conversion or exchange rights.
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,
1994, have been audited by Ernst & Young LLP, 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 consolidated financial statements are
incorporated herein by reference in reliance upon such report 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 and
options to acquire 20,000 shares of the Common Stock of the Company at
an exercise price of $14.625 per share. As of September 14, 1995, Mr.
McDaniel's options for 30,000 shares (20,000 at $7.50 and 10,000 at
$14.625) were exercisable.
7
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 Shares.
Item Amount
SEC registration fees $ 306.00
Listing fee, American Stock Exchange 2,000.00
Legal fees and expenses 3,000.00*
Accountants' fees and expenses 3,000.00*
Miscellaneous 694.00*
Total $9,000.00*
____________________
* 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, 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.
II-1
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.
Exhibits required by Item 601 of Regulation S-K are set forth in the
Exhibit Index commencing on page II-4.
Item 17. Undertakings.
The Company hereby undertakes:
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
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-2 and has duly caused
this Amendment No. 1 to Registration Statement No. 33-61413 to be signed
on its behalf by the undersigned, thereunto duly authorized in the City
of Roswell, State of New Mexico, on September 14, 1995.
HONDO OIL & GAS COMPANY
By: /s/Stanton J. Urquhart
_______________________
Stanton J. Urquhart
Vice President
II-2
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement No. 33-61413 has been signed
by the following persons in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
* Robert O. Anderson Chairman of the September 14, 1995
________________________ Board and Director
ROBERT O. ANDERSON
* John J. Hoey President, Chief September 14, 1995
________________________ Executive Officer
JOHN J. HOEY and Director
* Dieter Bock Director September 14, 1995
________________________
DIETER BOCK
/s/ C.B. McDaniel Secretary and September 14, 1995
________________________ Director
C.B. MCDANIEL
* Douglas G. McNair Director September 14, 1995
________________________
DOUGLAS G. MCNAIR
* John F. Price Director September 14, 1995
________________________
JOHN F. PRICE
Director
________________________
R. W. ROWLAND
* Robert K. Steer Director September 14, 1995
________________________
ROBERT K. STEER
* R. E. Whitten Director September 14, 1995
________________________
R. E. WHITTEN
/s/ Stanton J. Urquhart Vice President September 14, 1995
________________________ (Principal Financial
STANTON J. URQUHART and Principal
Accounting Officer)
* /s/ C.B. McDaniel September 14, 1995
________________________
C.B. MCDANIEL
ATTORNEY-IN-FACT
II-3
EXHIBIT INDEX
Exhibit
Number Subject
------- -------------------------------------------------------
*4.1 Documents relating to the $1 million principal amount
of California Pollution Control Authority, 7 1/2%
Industrial Development Revenue Bonds (Newhall Refining
Co., Inc. Project) including Installment Sale Agreement
and Indenture of Trust.
*4.2 Documents relating to the $5 million principal amount
of California Pollution Control Financing Authority
Pollution Control Revenue Bonds (Newhall Refining Co.,
Inc. Project), including Pollution Control Facilities
Lease Agreement, Indenture, U.S. Small Business
Administration Pollution Control Facility Payment
Guaranty and Reimbursement Agreement.
5 Opinion of C.B. McDaniel, Esq. (previously filed with
the Securities and Exchange Commission on July 28, 1995
with the initial filing of this Registration Statement
No. 33-61413 on Form S-2).
*10.1 Note Purchase Agreement and Letter Agreement dated
November 28, 1988, between the Company and Thamesedge,
Ltd.
**10.2 Letter Agreement dated December 18, 1992, between the
Company and Thamesedge, Ltd., amending Note Purchase
Agreement (Exhibit 10.1, above) (incorporated by
reference to Exhibit 10.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended September
30, 1992, filed with the Securities and Exchange
Commission on December 28, 1992).
**10.3 Loan Agreement dated December 20, 1991, by and between
Hondo Oil & Gas Company and Lonrho Plc, including the
Promissory Notes and Letter Agreement related thereto
(incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1991, filed with the
Securities and Exchange Commission on January 13,
1992).
II-4
EXHIBIT INDEX (continued)
Exhibit
Number Subject
------- -------------------------------------------------------
**10.4 Letter Agreement dated December 18, 1992, between the
Company and Lonrho Plc, amending Loan Agreement
(Exhibit 10.3, above) (incorporated by reference to
Exhibit 10.4 to the Company's Annual Report on Form 10-
K for the fiscal year ended September 30, 1992, filed
with the Securities and Exchange Commission on
December 28, 1992).
**10.5 Net Profits Share Agreement dated December 18, 1992,
among the Company, Lonrho Plc, Thamesedge, Ltd.
(incorporated by reference to Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992, filed with the
Securities and Exchange Commission on December 28,
1992).
**10.6 Note Dated April 30, 1993, for $3,000,000, from Via
Verde Development Company to Lonrho Plc; Guaranty of
the Company (incorporated by reference to Exhibit 19.1
to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993, filed with the Securities
and Exchange Commission on May 17, 1993).
**10.7 Note dated June 25, 1993 for $4,000,000 from the
Company to Lonrho Plc; Letter Agreement relating to
same (incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1993, filed with the
Securities and Exchange Commission on December 28,
1993).
**10.8 Letter Agreement dated December 17, 1993, by and among
the Company, Via Verde Development Company, Newhall
Refining Co., Inc., Lonrho Plc and Thamesedge Ltd. and
Note Amendments, amending prior loan agreements and
notes (Exhibits 10.1 through 10.7, above),(incorporated
by reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended September
30, 1993, filed with the Securities and Exchange
Commission on December 28, 1993).
II-5
EXHIBIT INDEX (continued)
Exhibit
Number Subject
------- -------------------------------------------------------
**10.9 Letter Agreement dated November 10, 1994, by and among
the Company, Via Verde Development Company, Newhall
Refining Co., Inc., Lonrho Plc and Thamesedge Ltd. and
Note Amendments (excluding Exhibit E to the Letter
Agreement filed as Exhibit 10.10, below) amending prior
loan agreements and notes (Exhibits 10.1 through 10.8,
above),(incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K dated November
29, 1994, filed with the Securities and Exchange
Commission on November 29, 1994).
**10.10 Promissory Note dated October 31, 1994, in the original
principal amount of $5,000,000, from the Company to
Lonrho Plc (additional loan facility),(incorporated by
reference to Exhibit 10.2 to the Company's Report on
Form 8-K dated November 29, 1994, filed with the
Securities and Exchange Commission on November 29,
1994).
*10.11 Employee Capital Appreciation Savings Plan, effective
January 1, 1985.
**10.12 Form of Indemnity Agreement between Pauley and its
directors and officers, approved January 27, 1987
(incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992, filed with the
Securities and Exchange Commission on December 28,
1992).
**10.13 Opon Association Contract (translation) dated July 15,
1987, between Ecopetrol and Opon Development Company,
excluding exhibits and attachments (incorporated by
reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the fiscal year ended September
30, 1991, filed with Securities and Exchange Commission
on January 13, 1992).
**10.14 Farmout Agreement among Hondo Magdalena Oil & Gas
Limited, Opon Development Company and Amoco Colombia
Petroleum Company dated August 9, 1993, excluding
exhibits (incorporated by reference to Exhibit 19.1 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993, filed with the Securities
and Exchange Commission on August 16, 1993).
II-6
EXHIBIT INDEX (continued)
Exhibit
Number Subject
------- -------------------------------------------------------
**10.15 New Operating Agreement dated as of August 9, 1993,
among Amoco Colombia Petroleum Company, Hondo Magdalena
Oil & Gas Limited and Opon Development Company
(incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1993, filed with Securities
and Exchange Commission on December 28, 1993).
**10.16 Stock and Asset Purchase Agreement between Signal Oil &
Refining Company, Inc. and the Company and Pauley
Pacific Inc. dated September 15, 1993, excluding
exhibits (incorporated by reference to Exhibit 99.1 to
the Company's Current Report on Form 8-K dated October
12, 1993, filed with the Securities and Exchange
Commission on October 12, 1993).
**10.17 Letter Agreement dated February 2, 1994 between the
Company and the City of Long Beach, excluding exhibits
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1993, filed with the Securities and
Exchange Commission on February 14, 1994).
**10.18 Hondo Oil & Gas Company 1993 Stock Incentive Plan,
excluding exhibits (incorporated by reference to
Exhibit A to the Company's Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission
on January 28, 1994.
**10.19 Funding Agreement for Tier I Development Project among
Hondo Magdalena Oil & Gas Limited, Amoco Colombia
Petroleum Company and Opon Development Company dated
May 5, 1995, excluding exhibits (except Exhibit A)
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, filed with the Securities and
Exchange Commission on July 28, 1995).
**10.20 Purchase and Sale Agreement among Hondo Magdalena Oil &
Gas Limited, Opon Development Company and Alliance
Petroleum International Co. dated July 21, 1995,
excluding exhibits (incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995, filed with
the Securities and Exchange Commission on July 28,
1995).
II-7
EXHIBIT INDEX (continued)
Exhibit
Number Subject
------- -------------------------------------------------------
**10.21 Memorandum of Understanding (translation) among Hondo
Magdalena Oil & Gas Limited, Amoco Colombia Petroleum
Company, Opon Development Company, and Empresa
Colombiana de Petroleos dated July 26, 1995, excluding
exhibits (except Exhibit A) (incorporated by reference
to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, filed
with the Securities and Exchange Commission on July 28,
1995).
**13 The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, filed with the Securities
and Exchange Commission on July 28, 1995.
23.1 Consent of Ernst & Young LLP.
23.2 The consent of C.B. McDaniel, Esq. appears in Exhibit 5
(previously filed with the Securities and Exchange
Commission on July 28, 1995 with the initial filing of
this Registration Statement No. 33-61413 on Form S-2).
24 Powers of Attorney (previously filed with the
Securities and Exchange Commission on July 28, 1995
with the initial filing of this Registration Statement
No. 33-61413 on Form S-2).
-------------------------------------
* These exhibits, which were previously incorporated by reference
to the Company's reports which have now been on file with the
Commission for more than 5 years, are not filed with this Annual
Report pursuant to 17 C.F.R. 229.601(b)(4)(iii)(A). The Company
agrees to furnish these documents to the Commission upon request.
** Incorporated by reference
II-8
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement No. 33-61413 (Form S-2), as amended on
September 14, 1995, and related Prospectus of Hondo Oil & Gas Company
for the registration of up to 65,000 shares of its common stock and to
the incorporation by reference therein of our report dated November 9,
1994, with respect to the consolidated financial statements and
schedules of Hondo Oil & Gas Company included in its Annual Report (Form
10-K) for the year ended September 30, 1994, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Denver, Colorado
September 14, 1995
