<PAGE>
As filed with the Securities and Exchange Commission on December 4, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
VINTAGE PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1182669
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4200 ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 592-0101
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CHARLES C. STEPHENSON, JR.
CHAIRMAN OF THE BOARD
4200 ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 592-0101
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
ROBERT J. MELGAARD, ESQ.
CONNER & WINTERS,
A PROFESSIONAL CORPORATION
3700 FIRST PLACE TOWER
15 EAST 5TH STREET
TULSA, OKLAHOMA 74103-4344
(918) 586-5711
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock ($.005 par value) 1,325,000 $9.50 $12,587,500 $3,500
shares
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average of the high and low sales prices
reported on the New York Stock Exchange on December 2, 1998.
--------------------
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>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE +
+ SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION +
+ STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED +
+ EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT +
+ IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE +
+ OFFER OR SALE IS NOT PERMITTED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED DECEMBER 4, 1998
1,325,000 SHARES
VINTAGE PETROLEUM, INC.
COMMON STOCK
--------------------
Up to 1,325,000 presently outstanding shares of our common stock, par value
$.005 per share, may be offered for sale from time to time by one of our
stockholders. See "Plan of Distribution." We will not receive any of the
proceeds from the sale of these shares.
Our common stock is traded on the New York Stock Exchange under the symbol
"VPI." On December 2, 1998, the last reported sale price of our common stock on
the New York Stock Exchange was $9 5/16 per share.
INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
PROSPECTUS DATED , 1998
<PAGE>
TABLE OF CONTENTS
Page
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Where You Can Find More Information......................... 2
Incorporation of Certain Documents By Reference............. 3
Risk Factors................................................ 3
The Company................................................. 8
Forward-looking Statements.................................. 8
Use of Proceeds............................................. 9
Selling Stockholder......................................... 9
Description of Capital Stock................................ 10
Common Stock........................................... 10
Preferred Stock........................................ 10
Possible Anti-takeover Provisions...................... 11
Transfer Agent and Registrar........................... 12
Plan of Distribution........................................ 12
Legal Opinion............................................... 13
Experts..................................................... 13
--------------------
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SHARES
OF COMMON STOCK AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SHARES OF COMMON
STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE COVER PAGE OF THIS PROSPECTUS.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our common stock is listed
and traded on the New York Stock Exchange. Such reports, proxy statements and
other information can also be inspected and copied at the New York Stock
Exchange, 20 Broad Street, New York, New York.
This prospectus, which constitutes a part of a registration statement on
Form S-3 filed by us with the SEC under the Securities Act of 1933, omits
certain of the information set forth in the registration statement. Accordingly,
you should refer to the registration statement and its exhibits for further
information with respect to us and our common stock. Copies of the registration
statement and its exhibits are on file at the offices of the SEC. Furthermore,
statements contained in this prospectus concerning any document filed as an
exhibit are not necessarily complete and, in each instance, we refer you to the
copy of such document filed as an exhibit to the registration statement.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until the selling stockholder sells all of
the shares offered by this prospectus.
. Annual Report on Form 10-K for the year ended December 31, 1997;
. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998, and September 30, 1998;
. Current Report on Form 8-K dated August 18, 1998; and
. The description of our common stock contained in our registration
statement on Form 8-A, dated July 18, 1990, including any amendment or
report filed before or after the date of this prospectus for the
purpose of updating such description.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
William C. Barnes, Secretary
Vintage Petroleum, Inc.
4200 One Williams Center
Tulsa, Oklahoma 74172
(918) 592-0101
RISK FACTORS
BEFORE YOU BUY ANY SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS YOU
SHOULD BE AWARE THAT THERE ARE VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW.
YOU SHOULD CONSIDER CAREFULLY THESE RISK FACTORS, TOGETHER WITH ALL OF THE OTHER
INFORMATION IN THIS PROSPECTUS AND THE DOCUMENTS THAT ARE INCORPORATED BY
REFERENCE, BEFORE YOU DECIDE TO ACQUIRE ANY SHARES.
INDUSTRY CONDITIONS IMPACT OUR OPERATING RESULTS
Our revenues, operating results, cash flow and future rate of growth are
substantially dependent upon prevailing prices for oil and gas. Historically,
oil and gas prices and markets have been volatile, and they are likely to
continue to be volatile in the future. Prices for oil and gas are subject to
wide fluctuations in response to relatively minor changes in the supply of and
demand for oil and gas, market uncertainty and a variety of additional factors
that are beyond our control, including:
. political conditions in oil producing regions, including the Middle
East;
. the domestic and foreign supply of oil and gas;
. the level of consumer demand;
. weather conditions;
. domestic and foreign government regulations;
. the price and availability of alternative fuels; and
. overall economic conditions.
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In addition, various factors may adversely affect our ability to market our
oil and gas production, including:
. the capacity and availability of oil and gas gathering systems and
pipelines;
. the effect of federal and state regulation of production and
transportation;
. general economic conditions;
. changes in supply due to drilling by other producers;
. the availability of drilling rigs; and
. changes in demand.
SUBSTANTIAL LEVERAGE; ADDITIONAL BORROWINGS AVAILABLE; ABILITY TO SERVICE DEBT
We currently have a significant amount of indebtedness. At September 30,
1998, we had a long-term debt to total capitalization ratio of 64%. We may be
able to incur substantial additional indebtedness in the future. The terms of
the indentures governing our 9% Senior Subordinated Notes Due 2005 and 8 5/8%
Senior Subordinated Notes Due 2009 permit us to incur additional indebtedness,
and we have significant borrowing capacity under our revolving bank credit
facility.
Our ability to meet our debt service obligations and reduce total
indebtedness will be dependent not only upon our future drilling and production
performance, but also on oil and gas prices, general economic conditions and
financial, business and other factors affecting our operations, many of which
are beyond our control. Our historical focus has been and is expected to
continue to be the acquisition, exploitation and development of producing oil
and gas properties and exploration of properties for oil and gas. Each of these
activities requires substantial capital. We may finance such capital
expenditures in the future through the incurrence of additional indebtedness.
Our significant indebtedness could have important consequences to you. For
example:
. our ability to obtain any necessary financing in the future for
working capital, capital expenditures, acquisitions, debt service
requirements or other purposes may be limited;
. a portion of our cash flow from operations must be dedicated to the
payment of interest on our indebtedness and will not be available for
other purposes;
. our level of indebtedness could limit our flexibility in planning for,
or reacting to changes in, our business;
. we are more highly leveraged than some of our competitors, which may
place us at a competitive disadvantage;
. our level of indebtedness may make us more vulnerable during periods
of low oil and gas prices or in the event of a downturn in our
business; and
. the terms of certain of our indebtedness permit our creditors to
accelerate payments upon certain conditions, certain events of default
or a change in control of us (see "--Uncertainties in Estimating
Reserves and Future Net Revenues; Impairment of Oil and Gas Assets").
RELIANCE ON DEVELOPMENT OF ADDITIONAL RESERVES; RISKS OF ACQUISITIONS
Our future performance depends upon our ability to find or acquire
additional oil and gas reserves that are economically recoverable. Unless we
successfully replace the reserves that we produce, our reserves will decline,
resulting eventually in a decrease in oil and gas production and lower revenues
and cash flow from operations.
We expect to continue to focus, as we have done in the past, on acquiring
producing oil and gas properties to replace reserves. Although we perform a
review of the acquired properties that we believe is consistent with industry
practice, such reviews are inherently incomplete. In general, it is not
feasible to review in-depth each individual property being acquired. Ordinarily,
we focus our review efforts on the higher-valued properties and sample the
remainder. However, even an in-depth review of all properties and records may
not necessarily reveal existing or potential problems nor will it permit us to
become
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sufficiently familiar with the properties to fully assess their deficiencies and
capabilities. Inspections may not always be performed on each well included in
an acquisition, and environmental problems, such as ground water contamination,
are not necessarily observable even when an inspection is performed.
Competition for the acquisition of producing oil and gas properties is
intense and many of our competitors have financial and other resources
substantially in excess of those available to us. Therefore, no assurance can be
given that we will be able to acquire producing oil and gas properties that
contain economically recoverable reserves or that we will make such acquisitions
at acceptable prices.
We are continually identifying and evaluating acquisition opportunities,
including acquisitions that would be significantly larger than those consummated
to date by us. There can be no assurance, however, that any such acquisitions
will be successfully consummated by us or, if consummated, that the acquisition
will be profitably integrated into our operations.
We historically have succeeded in replacing reserves through exploitation,
development and exploration. We have conducted such activities on our existing
oil and gas properties as well as on newly acquired properties. However, no
assurance can be given that we will continue to replace reserves from such
activities at acceptable costs. In addition, exploitation, development and
exploration involve numerous risks, including depositional or trapping
uncertainties or other conditions that may result in dry holes, the failure to
produce oil and gas in commercial quantities and the inability to fully produce
discovered reserves.
UNCERTAINTIES IN ESTIMATING RESERVES AND FUTURE NET REVENUES; IMPAIRMENT OF OIL
AND GAS ASSETS
There are numerous uncertainties inherent in estimating quantities of
proved reserves and in projecting future rates of production and timing of
developmental expenditures, including many factors beyond the control of the
producer. The reserve data incorporated by reference herein represent only
estimates. In addition, the estimates of future net revenues from our proved
reserves and the present value thereof are based upon certain assumptions about
future production levels, prices and costs that may not prove to be correct over
time. The level of future oil and gas production is subject to a number of
uncertainties, including the degree to which we are successful in acquiring or
developing additional reserves. See "--Reliance on Development of Additional
Reserves; Risks of Acquisitions."
Quantities of proved reserves are estimated based on economic conditions in
existence in the period of assessment. The current climate of low crude oil
prices could have the impact of shortening the economic lives on certain fields
and thus reduce proved property reserve estimates. If such revisions in the
estimated quantities of proved reserves occur, it will have the effect of
increasing the rates of depreciation, depletion and amortization on the affected
properties, thereby decreasing earnings through higher depreciation, depletion
and amortization expense. The revisions may also be sufficient to trigger
impairment losses on certain properties which would result in a further non-cash
charge to earnings. In addition, in this environment our borrowing base under
our revolving bank credit facility may be reduced. In the event debt outstanding
under our revolving bank credit facility exceeds the amount of the revised
borrowing base, we would be required to make a principal repayment to bring the
total amount of debt outstanding in compliance with the revised borrowing base.
In the past, we have not been required to make a mandatory prepayment under such
revolving bank credit facility. However, no assurance can be given that we will
not be required to make such a mandatory prepayment in the future.
RISKS OF INTERNATIONAL OPERATIONS
International investments represent, and are expected to continue to
represent, a significant portion of our total assets. We continue to identify
and evaluate international investment opportunities.
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Our foreign properties, operations or investments may be adversely affected
by a number of factors, including:
. local political and economic developments;
. exchange controls and currency fluctuations;
. royalty and tax increases and retroactive tax claims;
. expropriation of our property;
. import and export regulations and other foreign laws or policies; and
. laws and policies of the United States affecting foreign trade,
taxation and investment.
In addition, in the event of a dispute arising from foreign operations, we
may be subject to the exclusive jurisdiction of foreign courts or may not be
successful in subjecting foreign persons to the jurisdiction of the courts in
the United States. We may also be hindered or prevented from enforcing our
rights with respect to a governmental instrumentality because of the doctrine of
sovereign immunity.
RISKS OF HEDGING TRANSACTIONS
We have previously engaged in oil and gas hedging activities and intend to
continue to consider various hedging arrangements to realize commodity prices
which we consider favorable. The impact of changes in the market prices for oil
and gas on our average realized prices may be reduced from time to time based on
the level of our hedging activities. These hedging arrangements may limit our
potential gains if the market prices for oil and gas were to rise substantially
over the price established by the hedge. In addition, our hedging arrangements
expose us to the risk of financial loss in certain circumstances, including
instances in which (1) production is less than expected, (2) there is a widening
of price differentials between delivery points for our production and the NYMEX
reference price, or (3) the counterparties to our hedging arrangements fail to
honor their financial commitments.
RISKS RELATING TO A CHANGE OF CONTROL
Upon the occurrence of certain specific change of control events, the
holders of certain of our outstanding senior subordinated indebtedness will have
the right to require us, subject to certain conditions, to repurchase all or any
part of such holders' indebtedness at a price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of
repurchase. Our existing senior indebtedness and senior subordinated
indebtedness includes, and future indebtedness of ours may include, change of
control provisions pursuant to which we would be required to repurchase, or the
lender could demand repayment of, upon a change of control, the indebtedness due
thereunder. Upon such an occurrence, we would be required to redeem or repay
such senior indebtedness before repurchasing such senior subordinated
indebtedness. Furthermore, no assurance can be given that we would have
sufficient funds available or could obtain the financing required to repurchase
such senior subordinated indebtedness. If a change of control occurred and we
had inadequate funds or financing available to pay for such senior subordinated
indebtedness, an event of default would be triggered under the indentures
governing such senior subordinated indebtedness, which could have adverse
consequences for us.
OPERATING HAZARDS; UNINSURED RISKS
Our operations are subject to all of the risks and hazards typically
associated with the exploitation, development and exploration for, the
production of, and the transportation of oil and gas. Operating risks include
but are not limited to fires, explosions, formations with abnormal pressures,
blowouts, cratering and oil spills and other natural disasters. Any of such
events could result in loss of human life, significant damage to property,
environmental pollution, impairment of our operations and substantial losses to
us. In accordance with customary industry practice, we maintain insurance
against some, but not all, of such risks and losses. The occurrence of such an
event not fully covered by insurance could have a material adverse effect on our
financial position and results of operations.
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GOVERNMENTAL AND ENVIRONMENTAL REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS
Our business is subject to certain foreign, federal, state and local laws
and regulations relating to the exploration for and development, production and
marketing of oil and gas, including environmental and safety matters. Such laws
and regulations have generally become more stringent in recent years, often
imposing greater liability on a larger number of potentially responsible
parties. Such laws and regulations have increased the costs of planning,
designing, drilling, installing, operating and abandoning our oil and gas wells
and other facilities.
We have expended significant resources to comply with certain laws and
environmental regulations and anticipate that we will continue to do so in the
future. Because the requirements imposed by such laws and regulations are
frequently changed, we are unable to predict the ultimate cost of compliance
with such requirements. There can be no assurance that laws and regulations
enacted in the future, including changes to existing laws and regulations, will
not adversely affect our business. In addition, because we acquire interests in
properties that have been operated in the past by others, we may be liable for
environmental damage caused by such former operators.
OIL AND GAS INDUSTRY IS HIGHLY COMPETITIVE
The oil and gas industry is highly competitive. We compete in the areas of
property acquisitions and the development, production and marketing of, and
exploration for, oil and natural gas with major oil companies, other independent
oil and natural gas concerns and individual producers and operators. We also
compete with major and independent oil and natural gas concerns in recruiting
and retaining qualified employees. Many of these competitors have substantially
greater financial and other resources than us.
PENDING LITIGATION
We are currently involved in pending litigation in Argentina with respect
to the amount of royalties due the Province of Santa Cruz, Argentina, on
production from four of our Argentine concessions. At September 30, 1998, the
disputed claim totaled approximately $17.3 million (which amount includes
interest). The amount of this claim will increase, until resolved, as a result
of the continued payment of a lower royalty rate than that claimed to be
applicable by the Province of Santa Cruz. We believe that, with respect to our
50 percent interest in two concessions acquired from British Gas, plc, we will
be entitled to indemnification by British Gas, plc for any loss sustained by us
as a result of this claim. Such indemnification is estimated at approximately
$4.6 million at September 30, 1998.
We are also a named defendant in other lawsuits and are a party in
governmental proceedings from time to time arising in the ordinary course of
business. While the outcome of such other lawsuits or proceedings against us
cannot be predicted with certainty, management does not expect these matters to
have a material adverse effect on our financial position or results of
operations.
CONTROL BY CERTAIN STOCKHOLDERS
Our current officers and directors as a group own approximately 31% of our
outstanding common stock. Consequently, these stockholders may be in a position
to effectively control our affairs, including the election of all of our
directors and the approval or prevention of certain corporate transactions which
require majority stockholder approval.
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CERTAIN ANTI-TAKEOVER PROVISIONS
Our Restated Certificate of Incorporation and Restated By-laws and the
Delaware General Corporation Law contain provisions that may have the effect of
discouraging unsolicited takeover proposals for us that a stockholder might
consider to be in that stockholder's best interest. These provisions, among
other things:
. provide for a classified board of directors;
. restrict the ability of stockholders to take action by written
consent;
. authorize the board of directors to designate the terms of and issue
new series of preferred stock;
. limit the personal liability of directors;
. require us to indemnify directors and officers to the fullest extent
permitted by applicable law; and
. impose restrictions on business combinations with certain interested
parties.
In addition, certain provisions included in our revolving bank credit
facility and outstanding senior subordinated indebtedness require us to prepay
indebtedness outstanding thereunder upon the occurrence of certain specific
change of control events.
YEAR 2000 RISKS
Like most other companies, we strive to ensure that our information
processes and systems are able to recognize and process date-sensitive
information properly as the year 2000 approaches. Systems that do not properly
recognize and process this information could generate erroneous data or even
fail. We are conducting reviews of our key processes and systems and are
undertaking to upgrade such processes and systems as needed to allow them to
function properly. If these steps are not completed successfully in a timely
manner, our operations and financial performance could be adversely affected
through disruptions in operations. In addition, our operations and financial
performance could also be adversely affected by the impact that the year 2000
issue may have on the companies with which we conduct business.
THE COMPANY
Vintage Petroleum, Inc. is an independent oil and gas company focused on
the acquisition of producing oil and gas properties which contain the potential
for increased value through exploitation and development. We, through our
experienced management and engineering staff, have been successful in realizing
such potential on prior acquisitions through workovers, recompletions, secondary
recovery operations, operating cost reductions, and the drilling of development
or infill wells. We believe that our primary strengths are our ability to add
reserves at attractive prices through property acquisitions and subsequent
exploitation, and our low cost operating structure. These strengths have allowed
us to substantially increase reserves, production and cash flow during the last
five years. During the last several years, exploration has become a larger focus
for our future growth.
Our principal office is located at 4200 One Williams Center, Tulsa,
Oklahoma 74172, and our telephone number is (918) 592-0101. The words "Company,"
"we," "our," "ours," and "us" refer to Vintage Petroleum, Inc. and its
consolidated subsidiaries and its proportionately consolidated general partner
interests in various limited partnerships and joint ventures, unless the context
otherwise requires.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference include
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
All statements, other than statements of historical facts, included or
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incorporated by reference in this prospectus, which address activities, events
or developments which we expect or anticipate will or may occur in the future,
including such things as future capital expenditures (including the amount and
nature thereof), wells to be drilled or reworked, oil and gas prices and demand,
exploitation and exploration prospects, estimates of proved oil and gas
reserves, reserve potential, development and infill drilling potential, drilling
prospects, expansion and other development trends of the oil and gas industry,
business strategy, production of oil and gas reserves, expansion and growth of
our business and operations, and other such matters are forward-looking
statements. The words "believes," "intends," "expects," "anticipates,"
"projects," "estimates," "predicts" and similar expressions are also
intended to identify forward-looking statements. These statements are based on
certain assumptions and analyses made by us in light of our experience and our
perception of historical trends, current conditions and expected future
developments as well as other factors we believe are appropriate in the
circumstances. However, whether actual results and developments will conform
with our expectations and predictions is subject to a number of risks and
uncertainties which could cause actual results to differ materially from our
expectations, including the risk factors discussed in this prospectus and in the
documents we incorporate by reference; general economic, market or business
conditions; the business opportunities (or lack thereof) that may be presented
to and pursued by us; changes in laws or regulations; and other factors, most of
which are beyond our control. Consequently, all of the forward-looking
statements made in this prospectus and in the documents we incorporate by
reference are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected
consequences to or effects on us or our business or operations. We assume no
obligation to update publicly any such forward-looking statements, whether as a
result of new information, future events or otherwise.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of common
stock offered by this prospectus.
SELLING STOCKHOLDER
The selling stockholder under this prospectus is Elf Aquitaine, a company
organized under the laws of France. As of the date of this prospectus, the
selling stockholder holds 1,325,000 presently outstanding shares of our common
stock. Under certain circumstances, the selling stockholder may be entitled to
receive additional shares of our common stock pursuant to the consideration
guarantee agreement described below. If all the shares offered pursuant to this
prospectus are sold, the selling stockholder will not beneficially own any
shares of our common stock. Any or all of the shares offered hereby may be
offered for sale by the selling stockholder from time to time. However, no
assurance can be given that the selling stockholder will sell any or all of such
shares of our common stock. The selling stockholder has sole voting and
investment power with respect to such shares.
On November 4, 1998, in connection with the acquisition of all of the
outstanding shares of capital stock of Elf Hydrocarbures Equateur, S.A. from the
selling stockholder by one of our wholly-owned subsidiaries, we issued to the
selling stockholder such 1,325,000 shares of common stock. In connection with
this acquisition, we and the selling stockholder entered into a registration
rights agreement, pursuant to which we agreed to prepare and file a registration
statement with the SEC covering the resale of such 1,325,000 shares, to use our
reasonable best efforts to cause such registration statement to become
effective, and to generally keep such registration statement continuously
effective for a period of two years from November 4, 1998, or, if earlier, until
all of the shares are sold in accordance with such registration statement. If
immediately following the initial two year effectiveness period the selling
stockholder is not able to sell any remaining shares in the open market in the
United States without limitation as to volume or manner of sale and without
being required to file any forms or reports with the SEC under the Securities
Act of 1933, we will use our reasonable best efforts to keep the registration
statement continuously
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effective for an additional six months. Under certain circumstances, in
connection with a transfer of such shares, the selling stockholder may assign
its rights under the registration rights agreement to sell such shares
hereunder.
In addition, the registration rights agreement provides that if we propose
to register any of our equity securities under the Securities Act of 1933 for
sale for our own account in an underwritten offering pursuant to a form which
may be utilized for the registration of common stock held by the selling
stockholder, the selling stockholder has the right to request us to include in
such offering the common stock held by the selling stockholder. Under certain
circumstances, we have the right to exclude the common stock held by the selling
stockholder from such offering.
This prospectus constitutes a part of the registration statement filed by
us in accordance with the registration rights agreement.
We also entered into a consideration guarantee agreement with the selling
stockholder, which, among other things, obligates us, at our option, to either
issue additional shares of our common stock to the selling stockholder or
deliver cash to the selling stockholder, if on November 4, 2000, the average
price of our common stock for the 60 trading days preceding that date is less
than $20 per share. This obligation is subject to limitations. If we issue
additional shares to the selling stockholder under that agreement, we will be
obligated to register such shares for resale by the selling stockholder pursuant
to a separate registration rights agreement that we entered into with the
selling stockholder. This second registration rights agreement is similar to
the one described above in most respects, except that it would require us to
maintain the continuous effectiveness of the registration statement for six
months after its effectiveness.
DESCRIPTION OF CAPITAL STOCK
We have 85,000,000 authorized shares of stock, consisting of (a) 80,000,000
shares of common stock, having a par value of $.005 per share, and (b) 5,000,000
shares of preferred stock, having a par value of $.01 per share.
COMMON STOCK
As of the date of this prospectus, there were 53,103,066 shares of common
stock outstanding. All of such outstanding shares of common stock are fully paid
and nonassessable. Each share of common stock has an equal and ratable right to
receive dividends when, as and if declared by our Board of Directors out of
assets legally available therefor and subject to our dividend obligations to the
holders of any preferred stock then outstanding. We are subject to certain
restrictions on the payment of dividends under the provisions of our credit
arrangements.
If we liquidate, dissolve or wind up our business, the holders of common
stock will share equally and ratably in the assets available for distribution
after payment of all liabilities, and subject to any prior rights of any holders
of preferred stock that at the time may be outstanding.
The holders of common stock have no preemptive, subscription, conversion or
redemption rights, and are not subject to further calls or assessments by us.
There are no sinking fund provisions applicable to the common stock. Each share
of common stock is entitled to one vote in the election of directors and on all
other matters submitted to a vote of stockholders. Holders of common stock have
no right to cumulate their votes in the election of directors.
PREFERRED STOCK
As of the date of this prospectus, there were no shares of preferred stock
outstanding. Preferred stock may be issued from time to time in one or more
series, and our Board of Directors, without further approval of the
stockholders, is authorized to fix the dividend rates and terms, conversion
rights, voting
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<PAGE>
rights, redemption rights and terms, liquidation preferences, sinking fund and
any other rights, preferences, privileges and restrictions applicable to each
series of preferred stock. The purpose of authorizing the Board of Directors to
determine such rights, preferences, privileges and restrictions is to eliminate
delays associated with a stockholder vote on specific issuances. The issuance of
preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of the holders of common stock and, under certain
circumstances, make it more difficult for a third party to gain control of us.
POSSIBLE ANTI-TAKEOVER PROVISIONS
Our Restated Certificate of Incorporation ("Charter") contains certain
provisions that might be characterized as anti-takeover provisions. Such
provisions may render more difficult certain possible takeover proposals to
acquire control of us and make removal of our management more difficult.
Classified Board of Directors; Removal of Directors by Stockholders;
Advance Notice Provisions for Stockholder Nominations. Our Charter provides for
the Board of Directors to be divided into three classes of directors serving
staggered three-year terms, with the number of directors in each class to be as
nearly equal as possible. Any of our directors may be removed from office, but
only for cause and only by the affirmative vote of a majority of the then
outstanding shares of stock entitled to vote on the matter. Any stockholder
wishing to submit a nomination to the Board of Directors must follow certain
procedures outlined in our Charter.
No Stockholder Action by Written Consent. Our Charter also provides that
stockholder action may be taken only at an annual or special meeting of
stockholders, and may not be taken by written consent of the stockholders.
Preferred Stock. As described above, our Charter authorizes a class of
undesignated preferred stock consisting of 5,000,000 shares. Preferred stock
may be issued from time to time in one or more series, and our Board of
Directors, without further approval of the stockholders, is authorized to fix
the rights, preferences, privileges and restrictions applicable to each series
of preferred stock. The purpose of authorizing the Board of Directors to
determine such rights, preferences, privileges and restrictions is to eliminate
delays associated with a stockholder vote on specific issuances. The issuance of
preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of the holders of common stock and, under certain
circumstances, make it more difficult for a third party to gain control of us.
"Fair Price Provisions." Our Charter also contains certain "fair price
provisions" designed to provide safeguards for stockholders when an "interested
stockholder" (defined as a stockholder owning 10% or more of our voting stock)
attempts to effect a "business combination" with us. The term "business
combination" includes:
. any merger or consolidation of us involving the interested
stockholder,
. certain dispositions of our assets,
. any issuance of our securities meeting certain threshold amounts, to
the interested stockholder,
. adoption of any plan of liquidation or dissolution of us proposed by
the interested stockholder, and
. any reclassification of our securities having the effect of increasing
the proportionate share of ownership of the interested stockholder.
In general, a business combination between us and the interested stockholder
must be approved by the affirmative vote of two-thirds of the outstanding voting
stock, excluding voting stock owned by such interested stockholder, unless the
transaction is approved by a majority of the members of the Board of Directors
who are not affiliated with the interested stockholder or certain minimum price
and form of consideration requirements are satisfied.
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<PAGE>
Delaware Business Combination Statute. We are incorporated under the laws
of the State of Delaware. Section 203 of the Delaware General Corporation Law
prevents an "interested stockholder" (defined as a stockholder owning 15% or
more of a corporation's voting stock) from engaging in a business combination
with such corporation for a period of three years from the date such stockholder
became an interested stockholder unless
. the corporation's board of directors had earlier approved either the
business combination or the transaction by which the stockholder
became an interested stockholder,
. upon attaining that status, the interested stockholder had acquired at
least 85% of the corporation's voting stock (not counting shares owned
by persons who are directors and also officers), or
. the business combination is later approved by the board of directors
and authorized by a vote of two-thirds of the stockholders (not
including the shares held by the interested stockholder).
Since we have not amended our Charter or Restated By-laws to exclude the
application of Section 203, such section applies to us. Thus, such section may
inhibit an interested stockholder's ability to acquire additional shares of
common stock or otherwise engage in a business combination with us.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the common stock is ChaseMellon
Shareholder Services, L.L.C.
PLAN OF DISTRIBUTION
We are registering the shares offered under this prospectus on behalf of
the selling stockholder. As used herein, "selling stockholder" includes donees
and pledgees selling shares received from the named selling stockholder after
the date of this prospectus. All costs, expenses and fees in connection with the
registration of the shares offered hereby will be borne by us. Brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares will be borne by the selling stockholder. Sales of shares may be effected
by the selling stockholder from time to time in one or more types of
transactions (which may include block transactions) on the New York Stock
Exchange, in the over-the-counter market, in negotiated transactions, through
put or call options transactions relating to the shares, through short sales of
shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale, or at negotiated prices. Such transactions may or may not
involve brokers or dealers. The selling stockholder has advised us that it has
not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of its shares, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholder.
The selling stockholder may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholder and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).
The selling stockholder and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received by
such broker-dealers and any profit on the resale of the shares sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act of 1933. We have agreed to indemnify the
selling stockholder against certain liabilities, including liabilities arising
under the Securities Act of 1933. The selling stockholder may agree to indemnify
any agent, dealer or broker-dealer that participates in transactions involving
sales of the shares against certain liabilities, including liabilities arising
under the Securities Act of 1933.
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<PAGE>
Because the selling stockholder may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act of 1933, the selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act of 1933, which may include delivery through the facilities of the
New York Stock Exchange pursuant to Rule 153 under the Securities Act of 1933.
We have informed the selling stockholder that the anti-manipulative provisions
of Regulation M promulgated under the Securities Exchange Act of 1934 may apply
to its sales in the market.
The selling stockholder also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided it meets the criteria and conforms to the requirements of such
Rule.
Upon notification to us by the selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act of 1933, disclosing
. the name of each such selling stockholder and of the participating
broker-dealer(s),
. the number of shares involved,
. the price at which such shares were sold,
. the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
. that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus, and
. other facts material to the transaction.
In addition, upon notification to us by the selling stockholder that a donee or
pledgee intends to sell more than 500 shares, a supplement to this prospectus
will be filed.
LEGAL OPINION
Conner & Winters, A Professional Corporation, Tulsa, Oklahoma, as our
counsel, will issue an opinion for us regarding the validity of the shares of
common stock offered by this prospectus.
EXPERTS
Our audited financial statements incorporated by reference in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said report.
The estimated reserve evaluations and related calculations of Netherland,
Sewell & Associates, Inc. incorporated by reference in this prospectus have been
incorporated by reference herein in reliance upon the authority of said firm as
experts in petroleum engineering.
Any future audited financial statements and the reports thereon of our
independent public accountants also will be incorporated by reference in this
prospectus in reliance upon the authority of that firm as experts in giving
those reports to the extent said firm has audited those financial statements and
consented to the use of their reports thereon.
-13-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All amounts, which are payable by the Registrant, except the SEC
registration fee, are estimates.
SEC registration fee $ 3,500
Printing and copying expenses 500
Legal fees and expenses 10,000
Accounting fees and expenses 1,500
Miscellaneous 1,000
-------
Total $16,500
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides generally that a corporation may indemnify any person who was or is a
party to or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative in nature, by reason of the fact that he is or was a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) and, in
a proceeding not by or in the right of the corporation, judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such suit or proceeding, if he acted in good faith and in a
manner 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
reason to believe his conduct was unlawful. Delaware law further provides that
a corporation may not indemnify any person against expenses incurred in
connection with an action by or in the right of the corporation if such person
shall have been adjudged to be liable in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in the view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for the expenses which such court shall deem
proper. The Restated By-laws of the Registrant provide that the Registrant
shall indemnify an officer or director against liability incurred by such person
as authorized under the General Corporation Law of the State of Delaware. In
addition, the Registrant has entered into specific agreements with the directors
and officers of the Registrant providing for indemnification of such persons
under certain circumstances. The Registrant's Restated Certificate of
Incorporation also eliminates the liability of the Registrant's directors for
monetary damages for breach of their fiduciary duty as directors. This
provision, however, does not eliminate a director's liability (a) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) in respect of certain unlawful dividend payments
or stock redemptions or repurchases, or (d) for any transaction from which a
director derived an improper personal benefit.
ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated by reference
herein.
4.1** Restated Certificate of Incorporation, as amended, of the
Registrant.
4.2*** Restated By-laws of the Registrant.
II-1
<PAGE>
4.3*** Form of stock certificate for Common Stock, par value $.005 per
share.
5.* Opinion of Conner & Winters, A Professional Corporation.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Conner & Winters, A Professional Corporation (included
in Exhibit 5).
23.3* Consent of Netherland, Sewell & Associates, Inc.
24.* Power of Attorney (included on the signature page to this
Registration Statement).
- --------------------
* Filed herewith.
** Previously filed as an exhibit to the Registrant's Form 10-Q for the
quarter ended June 30, 1997, and incorporated by reference herein.
*** Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (No. 33-35289) and incorporated by reference
herein.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this effective Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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
II-2
<PAGE>
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant 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 that is incorporated by reference in this
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.
(h) 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 provisions referred to in Item 15 of
this Registration Statement, 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 its 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.
(i) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as a
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
* * *
II-3
<PAGE>
SIGNATURES
THE REGISTRANT. 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tulsa, State of Oklahoma, on the 4th day of
December, 1998.
VINTAGE PETROLEUM, INC.
By: /s/ C. C. Stephenson, Jr.
---------------------------
C. C. Stephenson, Jr.
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints C. C. Stephenson, Jr., S. Craig George
and William C. Barnes, and each of them, his true and lawful attorneys-in-fact
and agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ C. C. Stephenson, Jr. Director and Chairman of the Board December 4, 1998
- ----------------------------
C. C. Stephenson, Jr.
/s/ Jo Bob Hille Director and Vice Chairman of the December 4, 1998
- ---------------------------- Board
Jo Bob Hille
/s/ S. Craig George Director, President and Chief December 4, 1998
- ---------------------------- Executive Officer (Principal Executive
S. Craig George Officer)
/s/ William C. Barnes Director, Executive Vice President, December 4, 1998
- ---------------------------- Chief Financial Officer and Treasurer
William C. Barnes (Principal Financial Officer)
/s/ Bryan H. Lawrence Director December 4, 1998
- ----------------------------
Bryan H. Lawrence
/s/ John T. McNabb, II Director December 4, 1998
- ----------------------------
John T. McNabb, II
/s/ Michael F. Meimerstorf Vice President and Controller December 4, 1998
- ---------------------------- (Principal Accounting Officer)
Michael F. Meimerstorf
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------------------------------------------------------------
4.1** Restated Certificate of Incorporation, as amended, of the
Registrant.
4.2*** Restated By-laws of the Registrant.
4.3*** Form of stock certificate for Common Stock, par value $.005 per
share.
5.* Opinion of Conner & Winters, A Professional Corporation.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 5).
23.3* Consent of Netherland, Sewell & Associates, Inc.
24.* Power of Attorney (included on the signature page to this
Registration Statement).
- --------------------
* Filed herewith.
** Previously filed as an exhibit to the Registrant's Form 10-Q for the
quarter ended June 30, 1997, and incorporated by reference herein.
*** Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (No. 33-35289) and incorporated by
reference herein.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF CONNER & WINTERS APPEARS HERE]
December 4, 1998
Vintage Petroleum, Inc.
4200 One Williams Center
Tulsa, Oklahoma 74172
Re: Vintage Petroleum, Inc.
Registration Statement on Form S-3
(the "Registration Statement")
----------------------------------
Gentlemen:
We have acted as counsel for Vintage Petroleum, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offer and sale by a
certain stockholder of the Company (the "Selling Stockholder") of up to one
million three hundred twenty-five thousand (1,325,000) shares of the Company's
Common Stock, $.005 par value per share (the "Shares"). Sales of the Shares may
be effected by the Selling Stockholder from time to time in one or more types of
transactions described in the Registration Statement.
In reaching the conclusions expressed in this opinion, we have (a) examined
such certificates of public officials and of corporate officers and directors
and such other documents and matters as we have deemed necessary or appropriate,
(b) relied upon the accuracy of facts and information set forth in all such
documents, and (c) assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, and the authenticity of
the originals from which all such copies were made.
Based on the foregoing, we are of the opinion that the Shares to be sold by
the Selling Stockholder have been duly authorized and are validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
<PAGE>
Vintage Petroleum, Inc.
December 4, 1998
Page 2
We are members of the bar of the State of Oklahoma. Our opinion expressed
above is limited to the laws of the State of Oklahoma, the corporate laws of the
State of Delaware, and the federal laws of the United States of America, and we
do not express any opinion herein concerning the laws of any other jurisdiction.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement and the
Prospectus constituting a part thereof under the caption "Legal Opinion."
Yours very truly,
CONNER & WINTERS,
A Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 11, 1998,
included in Vintage Petroleum, Inc.'s Current Report on Form 8-K dated August
18, 1998, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
December 4, 1998
<PAGE>
EXHIBIT 23.3
[LETTERHEAD OF NETHERLAND, SEWELL & ASSOCIATES, INC. APPEARS HERE]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
---------------------------------------------------------
As Petroleum Engineers, we hereby consent to the inclusion of the information
incorporated by reference in this Form S-3 Registration Statement with respect
to (a) the oil and gas reserves of Vintage Petroleum, Inc., the future net
revenues from such reserves and the present value thereof; (b) the oil and gas
reserves of certain oil and gas properties acquired by Vintage Petroleum, Inc.
from Burlington Resources Inc., as described in Vintage Petroleum, Inc.'s Form
10-K for the fiscal year ended December 31, 1997 (the "1997 Form 10-K"); (c) the
oil and gas reserves of Vintage Petroleum Boliviana Ltd. (formerly Shamrock
Ventures (Boliviana) Ltd.); and (d) the oil and gas reserves of certain oil and
gas properties acquired by Vintage Petroleum, Inc. from Texaco Exploration and
Production, Inc., as described in the 1997 Form 10-K, which information has been
incorporated by reference in this Form S-3 Registration Statement in reliance
upon the reports of this firm and upon the authority of this firm as experts in
petroleum engineering. We hereby further consent to all references to our firm
included in this Form S-3 Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Frederic D. Sewell
--------------------------
Frederic D. Sewell
President
Dallas, Texas
December 4, 1998
