<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1999.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
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)
110 West Seventh Street
Tulsa, Oklahoma 74119
(Address of registrant's principal executive offices, including zip code)
Vintage Petroleum, Inc. 401(k) Plan
(Full title of the plan)
CHARLES C. STEPHENSON, JR.
Chairman of the Board
110 West Seventh Street
Tulsa, Oklahoma 74119
(918) 592-0101
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum
Title of securities Amount to be offering price Proposed maximum Amount of
to be registered registered per share aggregate offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, par value $.005 600,000 shares (1) $12.2125(2) $7,327,500(2) $2,038
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</TABLE>
(1) The shares of Common Stock being registered consist of shares to be
acquired by the Trustee pursuant to the Vintage Petroleum, Inc. 401(k) Plan
(the "Plan") for the accounts of Plan participants. Each share of Common
Stock is accompanied by a Preferred Share Purchase Right pursuant to the
Rights Agreement dated March 16, 1999, with ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
The fee is calculated on the basis of the average of the high and low
prices for the registrant's Common Stock reported on the New York Stock
Exchange Composite Tape on September 24, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan. This Registration Statement further
includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the Plan as the result of any
future stock split, stock dividend, or similar adjustment of the registrant's
outstanding Common Stock.
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to the registration of additional
shares of Common Stock of the registrant to be acquired by the Trustee pursuant
to the Vintage Petroleum, Inc. 401(k) Plan (the "Plan") for the accounts of Plan
participants. The contents of the registrant's Registration Statement on Form S-
8, Registration No. 333-09205, filed with the Securities and Exchange Commission
on July 30, 1996 (the "Prior Registration Statement"), including all amendments
thereto, are hereby incorporated by reference. The Items below contain
information required in this Registration Statement that was not included in the
Prior Registration Statement.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the registrant or the Plan, as
the case may be, with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
(1) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(2) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, and June 30, 1999;
(3) The registrant's Current Reports on Form 8-K dated February 26,
1999, March 22, 1999, June 17, 1999, and September 8, 1999;
(4) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A, dated July 18,
1990, including any amendment or report heretofore or hereafter
filed for the purpose of updating the description of the
registrant's Common Stock contained therein;
(5) The description of the registrant's Preferred Share Purchase Rights
contained in the registrant's Registration Statement on Form 8-A,
dated March 22, 1999, including any amendment or report heretofore
or hereafter filed for the purpose of updating the description of
the registrant's Preferred Share Purchase Rights contained therein;
and
(6) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1998.
In addition, all documents subsequently filed by the registrant or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all securities offered hereby then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from their respective dates of filing.
II-1
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
Exhibit
Number Description
--------- -------------------------------------------------
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Netherland, Sewell & Associates, Inc.
23.3* Consent of DeGolyer and MacNaughton.
24.* Power of Attorney (set forth on the signature page to this
Registration Statement).
NOTE: The opinion of counsel contemplated by Item 601(b)(5)(i) of
Regulation S-K is not filed herewith since the shares of Common Stock being
registered are not original issue shares.
____________________
* Filed herewith.
II-2
<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-8 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 30th day of
September, 1999.
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:
Signature Title Date
--------- ----- ----
/s/ C. C. Stephenson, Jr. Director and Chairman of the September 30, 1999
- ----------------------------
C. C. Stephenson, Jr. Board
/s/ Jo Bob Hille Director and Vice Chairman of September 30, 1999
- ----------------------------
Jo Bob Hille the Board
/s/ S. Craig George Director, President and Chief September 30, 1999
- ----------------------------
S. Craig George Executive Officer (Principal
Executive Officer)
II-3
<PAGE>
Signature Title Date
--------- ----- ----
/s/ William C. Barnes Director, Executive Vice September 30, 1999
- ----------------------------
William C. Barnes President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
/s/ Bryan H. Lawrence Director September 30, 1999
- ----------------------------
Bryan H. Lawrence
/s/ John T. McNabb, II Director September 30, 1999
- ----------------------------
John T. McNabb, II
/s/ Michael F. Meimerstorf Vice President and Controller September 30, 1999
- ----------------------------
Michael F. Meimerstorf (Principal Accounting Officer)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan 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 30th day of September, 1999.
VINTAGE PETROLEUM, INC. 401(k) PLAN
By: Vintage Petroleum, Inc.
Plan Administrator
By: /s/ Michael F. Meimerstorf
-----------------------------
Michael F. Meimerstorf
Vice President and Controller
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -------------------------------------------------------------------------------------
<S> <C>
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Netherland, Sewell & Associates, Inc.
23.3* Consent of DeGolyer and MacNaughton.
24.* Power of Attorney (set forth on the signature page to this Registration Statement).
</TABLE>
____________________
* Filed herewith.
<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 on Form S-8 of our report dated
February 24, 1999, included in Vintage Petroleum, Inc.'s Form 10-K for the year
ended December 31, 1998, and of our report dated May 28, 1999, included in the
Vintage Petroleum, Inc. 401(k) Plan's Form 11-K for the year ended December 31,
1998, and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
September 30, 1999
<PAGE>
Exhibit 23.2
[Letterhead of Netherland, Sewell & Associates, Inc.]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As Petroleum Engineers, we hereby consent to the inclusion of the
information incorporated by reference in the Form S-8 Registration Statement
with respect to the oil and gas reserves of Vintage Petroleum, Inc., for the
United States, Argentina, Ecuador, and the El-Huemul-Koluel Kaike concession,
the future net revenues from such reserves and the present value thereof, which
information has been incorporated by reference in this Form S-8 Registration
Statement in reliance upon the report 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-8 Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Frederic D. Sewell
-----------------------------------
Frederic D. Sewell
President
Dallas, Texas
September 30, 1999
<PAGE>
Exhibit 23.3
[Letterhead of DeGolyer and MacNaughton]
September 30, 1999
Vintage Petroleum, Inc.
4200 One Williams Center
Tulsa, Oklahoma 74172
Gentlemen:
We hereby consent to the inclusion of the information incorporated by
reference in this Form S-8 Registration Statement with respect to the Bolivian
oil and gas reserves, as of December 31, 1998, of Vintage Petroleum, Inc. (the
"Company"), the future net revenues from such reserves, and the present value
thereof, as set forth in our "Appraisal Report as of December 31, 1998, on
Reserves of Certain Properties in Bolivia Operated by Vintage Petroleum, Inc.-
SEC Case," which information has been incorporated by reference in this Form S-8
Registration Statement in reliance upon such report of this firm and upon the
authority of this firm as experts in petroleum engineering. However, we are
necessarily unable to verify (i) the accuracy of future net revenues and
discounted present value of future net revenues incorporated by reference from
the Company's filings because our estimates of future net revenues and
discounted present value of future net revenues have been combined with
estimates prepared by other petroleum engineers, and (ii) the accuracy of
reserves estimates and the basis for changes to reserves estimates prior to
December 31, 1998. We hereby further consent to all references to our firm in
this Form S-8 Registration Statement.
Very truly yours,
DeGOLYER and MacNAUGHTON
