<PAGE>
As filed with the Securities and Exchange Commission on February 2, 1995
Registration No. 33-52496
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 2 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
1
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.
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SUBJECT TO COMPLETION, DATED FEBRUARY 2, 1995
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 January 30, 1995, the last reported sales price of the
Common Stock of the Company on the American Stock Exchange was $10.50
per share.
_____________________
The date of this Prospectus is ____________________.
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TABLE OF CONTENTS
Page
Available Information 5
Documents Incorporated By Reference 5
The Company 6
Certain Investment Considerations 6
Selling Shareholder 8
Plan of Distribution 12
Experts 13
Legal Matters 13
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.
4
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. 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 Current Report on Form 8-K dated November 29, 1994.
3. 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)
____________________
(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
5
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 has no significant
operating assets which are presently generating cash to fund its
operating and capital requirements. At September 30, 1994 the Company
had a deficiency in net assets of $66,681,000.
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 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 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.
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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 action of the legislature. 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.
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
7
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
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
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 February 2, 1995, 10,150,200 shares
of Common Stock constituting 77.8% of the Company's outstanding Common
Stock and, accordingly, the Company may be deemed to be a subsidiary of
the Selling Shareholder. 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.
8
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
February 2, 1995 are set forth below:
Robert O. Anderson(1)(2). . . 39.990%
Phelps Anderson(3) . . . . . . 5.005%
Robert B. Anderson(4) . . . . 5.005%
Lonrho, Inc.(5) . . . . . . . 50.000%
____________________
(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 Scottsdale Princess, Inc., 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. John F. Price is President and director and R.E. Whitten is a
director of Scottsdale Princess, Inc., and are also directors of the
Company.
(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) Lonrho, Inc. is a wholly-owned subsidiary of Lonrho Plc. Dieter
Bock, R.W. Rowland and R.E. Whitten, directors of the Company, are
directors of Lonrho Plc, the indirect parent of Lonrho, Inc. John F.
Price, a director of the Company, is an associate director of Lonrho
Plc. John F. Price is a director and President, and R.W. Rowland and
R.E. Whitten are directors, of Lonrho, Inc.
See the documents referred to in "Documents Incorporated by Reference"
for information about Robert O. Anderson, Dieter Bock, R.W. Rowland,
John F. Price, R.E. Whitten, Scottsdale Princess, Inc., Lonrho, Inc. and
Lonrho Plc.
9
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 by the Selling Shareholder,
including the Shares (the "Pledge Agreement").
An Event of Default now exists under the Revolving Credit Agreement
and, 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 10,150,200 shares of
(77.8% of the Company's outstanding) Common Stock owned directly 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. and
Scottsdale Princess, Inc., Lonrho Plc may also be deemed to beneficially
own such shares. Robert O. Anderson, Phelps Anderson and Robert B.
Anderson (the "Anderson Family"), Lonrho, Inc. and the Selling
Shareholder are parties to a Shareholders' Agreement dated October 17,
1986 (the "Shareholders' Agreement") covering all of the outstanding
shares of capital stock of the Selling Shareholder and relating to the
rights of the shareholders of the Selling Shareholder to vote and
dispose of the shares of the Selling Shareholder owned by them. The
Shareholders' Agreement does not directly relate to shares of Common
Stock owned by the Selling Shareholder. Among other things, the
Shareholders' Agreement provides that the Anderson Family, on the one
hand, and Lonrho, Inc., on the other hand, shall each vote for an equal
number of designees of the other to serve as the Board of Directors of
the Selling Shareholder. Since the management of the Selling
Shareholder is vested in its Board of Directors (which may make
determinations as a group with respect to the voting, including with
respect to the election of directors of the Company, and disposition of
the shares of Common Stock that the Selling Shareholder may have the
10
right to vote and dispose of), the ability of the parties to the
Shareholder's Agreement to elect the management of the Selling
Shareholder give them effective control over the voting and disposition
of all of the shares of Common Stock owned by the Selling Shareholder,
including the Shares (subject to the rights of Lonrho Plc as pledgee).
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. Lonrho
Plc has advised both the Selling Shareholder and the Company that the
Selling Shareholder's rights to vote the shares in the Company held by
the Selling Shareholder have ceased and that such rights have become
vested in Lonrho Plc. Under the Pledge Agreement, the Anderson Family
has a first refusal right with respect to sales by Lonrho Plc of the
pledged shares.
Lonrho Plc and a subsidiary of Lonrho Plc have also made various loans
to the Company.
On November 30, 1988, Thamesedge Ltd., a wholly-owned subsidiary of
Lonrho Plc ("Thamesedge"), purchased a $75,000,000, 13.5% Senior Note,
due in 1998, from the Company in a private placement. The Company
repaid $44,500,000 of this loan by September 30, 1992 using proceeds
from asset sales as required by the loan agreement.
During calendar 1991, Lonrho Plc entered into loan agreements with the
Company pursuant to which, as amended to date, the Company has borrowed
an aggregate of $32,000,000 from Lonrho Plc. At the time the loans were
made, the interest rate thereon was similar to that in the Company's
former working capital loan with a bank for its refining and marketing
operations.
On April 30, 1993, Lonrho Plc loaned to the Company $3,000,000 and on
June 25, 1993, Lonrho Plc loaned the Company an additional $4,000,000.
As security for these loans the Company granted mortgages on certain
real property to Lonrho Plc. The interest rates for these loans were
the same as that for other loans from Lonrho Plc.
On December 18, 1992, Thamesedge and Lonrho Plc agreed to defer
interest and certain principal payments. On December 17, 1993,
Thamesedge and Lonrho Plc agreed to add interest accrued at September
30, 1993 to principal and reduce the annual interest rate on each of the
foregoing loans to the Company to 6% effective September 30, 1993 and
defer principal payments on the loans. As consideration for the
deferral of interest and principal payments, on December 18, 1992, the
Company granted Lonrho Plc a 5% share of the Company's net profits, as
defined, under the Opon Contract. Following the final payment of such
indebtedness, Lonrho Plc's share of such net profits will be decreased
by one-half. Lonrho Plc and the Company have further agreed that, if
the Company does not have sufficient cash resources to pay interest on
any of the foregoing indebtedness of the Company when due, the Company
11
may offer to pay such interest in shares of its Common Stock valued at
their market price on the day the interest is due. Thereupon Lonrho Plc
may either accept such offer or add the amount of interest then due to
the remaining outstanding principal balance of the applicable
obligation. From September 30, 1993 through January 31, 1995, interest
of approximately $10,609,000 has been added to principal of debts to
Thamesedge and Lonrho Plc.
On October 18, 1994, the Company paid to Lonrho Plc $5,000,000 to
repay a portion of the loans made in calendar 1991. At the same time,
Lonrho Plc provided a $5,000,000 loan facility to the Company. On
November 10, 1994, Thamesedge and Lonrho Plc agreed to extend the
maturities of all of the above debts to not earlier than October 1,
1996.
PLAN OF DISTRIBUTION
The shares of Company Common Stock registered hereunder may be sold
from time to time by the Selling Shareholder, or by pledgees (including
Lonrho Plc) of such shares.
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 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.
Upon being notified by a Selling Shareholder or pledgee that any
material arrangement has been entered into with a broker-dealer for the
purchase by a broker or dealer of shares covered hereby, a prospectus
supplement will be filed pursuant to Rule 424(c) of the Securities Act
of 1933, disclosing (i) the name of such Selling Shareholder or pledgee
and of the participating broker-dealer(s); (ii) the number of shares
involved; (iii) the price at which such shares were sold; and (iv) the
commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable.
12
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 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
LLP 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 and
options to acquire 20,000 shares of the Common Stock of the Company at
an exercise price of $14.625 per share. At the date of this Prospectus,
Mr. McDaniel's options for 10,000 shares at an exercise price of $7.50
per share are exercisable.
13
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).
Item Amount
SEC registration fees $ 8,977.50
Legal fees and expenses 35,000.00*
Accountants' fees and expenses 10,000.00*
Miscellaneous 4,522.50*
Total $58,500.00*
____________________
* 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,
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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 Revised Certificate of Incorporation and Bylaws of the Company(2)
5 Opinion of C. B. McDaniel, Esq.(1)
23.1 Consent of Ernst & Young LLP.
23.2 The consent of C. B. McDaniel, Esq. appears in
Exhibit 5.
24 Powers of attorney.
____________________
(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, 1994, and incorporated herein by reference.
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Item 17. Undertakings.
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, 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
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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.
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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 February 2, 1995.
HONDO OIL & GAS COMPANY
By: /s/ Stanton J. Urquhart
-----------------------
Stanton J. Urquhart
Vice President
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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.
Signature Title Date
--------- ----- ----
Chairman of the
------------------------ Board and Director
ROBERT O. ANDERSON
/s/ John J. Hoey President, Chief February 2, 1995
------------------------ Executive Officer
JOHN J. HOEY and Director
/s/Dieter Bock Director February 2, 1995
------------------------
DIETER BOCK
/s/ C.B. McDaniel Secretary and February 2, 1995
------------------------ Director
C.B. MCDANIEL
/s/ Douglas G. McNair Director February 2, 1995
------------------------
DOUGLAS G. MCNAIR
/s/ John F. Price Director February 2, 1995
------------------------
JOHN F. PRICE
/s/ R.W. Rowland Director February 2, 1995
------------------------
R. W. ROWLAND
/s/ Robert K. Steer Director February 2, 1995
------------------------
ROBERT K. STEER
/s/ R.E. Whitten Director February 2, 1995
------------------------
R. E. WHITTEN
/s/ Stanton J. Urquhart Vice President February 2, 1995
------------------------ (Principal Financial
STANTON J. URQUHART and Principal
Accounting Officer)
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Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement, Form S-3 No. 33-52496, as amended on
February 1, 1995, and related Prospectus of Hondo Oil & Gas Company for
the registration of 3,609,200 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 of Hondo Oil & Gas
Company incorporated by reference in its Annual Report (Form 10-K) for
the year ended September 30, 1994 and the related financial statement
schedules included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Denver, Colorado
February 1, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John J. Hoey or C.B. McDaniel,
his or her true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to the Registration Statement on Form S-3
to which this Power of Attorney is being filed as an Exhibit, including
post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact
and agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or
could do in person, and hereby ratifies and confirms all that his or her
said attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes may lawfully do or cause to be done by virtue
thereof.
Date
---------
/s/ Dieter Bock February 2, 1995
-------------------------------------
DIETER BOCK
/s/ John J. Hoey February 2, 1995
-------------------------------------
JOHN J. HOEY
/s/ C.B. McDaniel February 2, 1995
-------------------------------------
C.B. MCDANIEL
/s/ Douglas G. McNair February 2, 1995
-------------------------------------
DOUGLAS G. MCNAIR
/s/ John F. Price February 2, 1995
-------------------------------------
JOHN F. PRICE
/s/ R.W. Rowland February 2, 1995
-------------------------------------
R.W. ROWLAND
/s/ Robert K. Steer February 2, 1995
-------------------------------------
ROBERT K. STEER
/s/ R.E. Whitten February 2, 1995
-------------------------------------
R. E. WHITTEN
