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As filed with the Securities and Exchange Commission on January 29, 1999.
Registration No. 333-68351
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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.[ ]
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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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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ 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 JANUARY 29, 1999
1,325,000 Shares
Vintage Petroleum, Inc.
Common Stock
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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 January 28, 1999, the last reported sale price of our common
stock on the New York Stock Exchange was $7 9/16 per share.
Investing in the common stock involves certain risks. See "Risk
Factors" beginning on page 2.
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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.
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Prospectus dated , 1999
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Risk Factors............................................................ 2
Where You Can Find More Information..................................... 9
Incorporation of Certain Documents By Reference......................... 10
Recent Development...................................................... 10
The Company............................................................. 10
Forward-looking Statements.............................................. 10
Use of Proceeds......................................................... 11
Selling Stockholder..................................................... 11
Description of Capital Stock............................................ 12
Common Stock....................................................... 13
Preferred Stock.................................................... 13
Possible Anti-takeover Provisions.................................. 13
Transfer Agent and Registrar....................................... 14
Plan of Distribution.................................................... 14
Legal Opinion........................................................... 16
Experts................................................................. 16
</TABLE>
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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.
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.
Adverse Industry Conditions Could Negatively Affect the Operating Results and
Financial Condition of the Company
Our revenues, operating results, cash flow and future rate of growth depend
substantially 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 and could decline further. For the first nine months of
1998, approximately 67 percent of our production was oil. The prices we received
for our oil for the period decreased by 34 percent as compared to the same
period in 1997. As a result, although total production on an equivalent barrels
of oil basis increased by 10 percent for the first nine months of 1998, our
earnings and cash flows have been materially reduced compared to the same period
in 1997. Due primarily to lower oil prices, we anticipate that losses for the
fourth quarter of 1998 will exceed losses for the third quarter of 1998 and that
cash flow from operations for the fourth quarter of 1998 will be lower than cash
flow from operations for the third quarter of 1998. To the extent low oil prices
continue, our earnings and cash flow from operations will be adversely impacted.
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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.
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.
Lower oil and gas prices have various adverse effects on us, including
reducing cash flows which, among other things, may cause us to decrease our
capital expenditures. Our preliminary planned capital expenditure program,
before acquisitions, in 1999 was previously set at $115 million, compared to
$185 million in 1998 and $119 million in 1997. Because of the decline in our
expected cash flows from operations in 1999 as a result of continued low oil and
gas prices, we intend to significantly reduce our planned 1999 capital
expenditure program below $115 million. Because the timing of most of our
capital expenditures is discretionary, should oil and gas prices improve during
1999, our 1999 capital expenditure program may be adjusted upwards. A smaller
capital expenditure program may adversely affect our ability to increase or
maintain our reserve and production levels. The lower prices will also likely
result in reduced reserve estimates, the one-time write-off of impaired assets
and decreased earnings due to lower reserves and higher depreciation, depletion
and amortization expense. We anticipate that we will be required to record in
the fourth quarter of 1998 a significant non-cash charge for the impairment of
our oil and gas properties due to lower oil and gas prices. Lower oil and gas
prices could also result in future reductions in the borrowing base under our
revolving credit facility because of lower oil and gas reserve values, reducing
our liquidity and even triggering mandatory loan repayments. We anticipate that
as a result of continued low oil and gas prices, the borrowing base under our
revolving credit facility will be significantly reduced at the banks' next
borrowing base determination in April 1999. The amount of such reduction is
unknown at this time. Any reduction in our liquidity could impede our ability to
fund future acquisitions. Lower prices may also cause us to not be in compliance
with maintenance covenants under our revolving credit facility and may
negatively affect our credit statistics and coverage ratios.
Substantial Leverage May Impair Our Financial Condition
We currently have, and will continue to have, a substantial amount of
indebtedness. At January 26, 1999, our total long-term debt outstanding was
approximately $680 million. At September 30, 1998, we had a long-term debt to
total capitalization ratio of 64%. 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;
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. a portion of our cash flow from operations must be utilized for the
payment of interest on our indebtedness and will not be available for
financing capital expenditures or other purposes; for example, interest
payments for the first nine months of 1998 represented approximately 30
percent of our cash flows from operations before interest expense and
will likely represent a significantly higher percentage in 1999 due to
the adverse effect of low oil and gas prices on our cash flow from
operations;
. our level of indebtedness and the covenants governing our current
indebtedness could limit our flexibility in planning for, or reacting to
changes in, our business because certain financing options may be
limited or prohibited;
. 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 (such as exist today) or in the event of a
downturn in our business because of our fixed debt service obligations;
and
. the terms of our revolving credit facility require us to make interest
and principal payments and to maintain stated financial covenants. If
the requirements of this facility are not satisfied, the lenders under
this facility would be entitled to accelerate the payment of all
outstanding indebtedness thereunder, and a default would be deemed to
occur under the terms of our 9 3/4% Senior Subordinated Notes Due 2009,
9% Senior Subordinated Notes Due 2005 and 85/8% Senior Subordinated
Notes Due 2009. In such event, we cannot assure you that we would have
sufficient funds available or could obtain the financing required to
meet our obligations.
Ability to Incur Additional Indebtedness Could Increase Leverage Risks
We may be able to incur substantial additional indebtedness in the future.
As of January 26, 1999, our revolving credit facility, which has a current
borrowing base of $482.5 million, would permit additional borrowings of up to
approximately $186 million. In addition, the terms of the indentures governing
our 9 3/4% Senior Subordinated Notes Due 2009, 9% Senior Subordinated Notes Due
2005 and 85/8% Senior Subordinated Notes Due 2009 permit us to incur additional
indebtedness. If we were to add additional indebtedness to our current debt
levels, the related risks discussed above that we now face could intensify.
Ability to Generate Cash to Service Debt Subject to Many Factors Beyond Our
Control
Our ability to generate cash flows to meet our debt service obligations and
reduce total indebtedness will depend not only upon our future exploitation,
exploration 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. We have historically focused,
and expect to continue to focus, on 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
incur additional indebtedness (if available) to finance such capital
expenditures in the future. Based upon our current and anticipated levels of
operations, we believe that cash flow from operations and amounts available
under our revolving credit facility will be sufficient to meet our anticipated
capital needs and debt service obligations. Because the timing of most of our
capital expenditures is discretionary, we can reduce our capital expenditure
program as necessary so that we have sufficient cash flow to meet our debt
service requirements. However, continued low oil and gas prices may cause us not
to be in compliance with maintenance covenants under our revolving credit
facility and may negatively affect our credit statistics and coverage ratios and
thereby affect our liquidity. In the event we are unable to generate sufficient
cash flows to meet our debt service obligations, we may have to seek additional
financing or attempt to refinance all or a portion of our outstanding
indebtedness. We cannot assure you that additional financing could be obtained
or refinancing would be possible.
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Reliance on Development of Additional Reserves to Sustain and Increase Growth
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 historically have succeeded in substantially 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. We
may not be able to continue to replace reserves from such activities at
acceptable costs. The current low prices of oil and gas may further limit the
kinds of reserves that can be developed at an acceptable cost. Lower prices also
decrease our cash flow and may cause us to decrease capital expenditures. The
business of exploring for, developing or acquiring reserves is capital
intensive. We may not be able to make the necessary capital investment to
maintain or expand our oil and gas reserves if cash flow from operations is
reduced and external sources of capital become limited or unavailable. In
addition, exploitation, development and exploration involve numerous risks that
may result in dry holes, the failure to produce oil and gas in commercial
quantities and the inability to fully produce discovered reserves.
We are continually identifying and evaluating acquisition opportunities,
including acquisitions that would be significantly larger than those consummated
to date by us. We can not assure you that we will successfully consummate any
acquisition, that we will be able to acquire producing oil and gas properties
that contain economically recoverable reserves or that any acquisition will be
profitably integrated into our operations.
Acquisitions Carry Unknown Risks Including Potential for Environmental Problems
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 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 and surface and subsurface damages from the leakage, spills,
disposal or other releases of hazardous substances on such properties or from
adjoining properties that have migrated to such properties, are not necessarily
observable even when an inspection is performed. Accordingly, our focus on
acquiring producing oil and gas properties may increase our potential exposure
to liabilities and costs for environmental and other problems existing on such
properties.
Estimating Reserves and Future Net Revenues Involves Uncertainties and Oil and
Gas Price Declines May Lead to Impairment of Oil and Gas Assets and Decline in
Borrowing Base
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.
Quantities of proved reserves are estimated based on economic conditions in
existence in the period of assessment. The current climate of low oil and gas
prices will likely have the impact of shortening the economic lives on certain
fields because it becomes uneconomic to produce all recoverable reserves
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on such fields, thus reducing 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 the borrowing base under our revolving
credit facility is subject to reduction because of lower oil and gas reserve
values. A reduced borrowing base will reduce our liquidity. We currently
anticipate, that as a result of continued low oil and gas prices, the borrowing
base will be significantly reduced at the banks' next borrowing base
determination in April 1999. However, the amount of any such reduction is
unknown at this time. In the event debt outstanding under our revolving 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.
Risks of International Operations
International investments represent, and are expected to continue to
represent, a significant portion of our total assets. We have operations in
Argentina, Bolivia, Ecuador and Yemen. For 1997, our operations in Argentina
accounted for approximately 23 percent of our revenues, 36 percent of our
operating income and 26 percent of our identifiable assets. During such period,
our operations in Argentina represented our only foreign operations accounting
for more than 10 percent of our revenues, operating income or identifiable
assets. We continue to identify and evaluate international investment
opportunities but currently have no binding agreements or commitments to make
any material international investment.
Our foreign properties, operations or investments in Argentina, Bolivia,
Ecuador and Yemen may be adversely affected by a number of factors, including:
. local political and economic developments could restrict or increase
the cost of our foreign operations;
. exchange controls and currency fluctuations;
. royalty and tax increases and retroactive tax claims could increase
costs of our foreign operations;
. expropriation of our property could result in loss of revenue,
. import and export regulations and other foreign laws or policies could
result in loss of revenues; and
. laws and policies of the United States affecting foreign trade,
taxation and investment could restrict ability to fund foreign
operations or make foreign operations more costly.
In particular, our Bolivian projects are dependent, at least in part, on
the development of the Bolivia-to-Brazil gas pipeline. The completion of this
pipeline is subject to various factors outside our control. 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
actions taken by a foreign government or its agencies because of the doctrine of
sovereign immunity which may prohibit bringing a legal action against such
foreign government or agency.
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. We currently have in place natural gas basis swaps
covering 82,000 million british thermal units of gas per day for calendar year
1999 and covering an additional 3,000 million british thermal units of gas per
day for the period of January through October 1999. The impact of changes in the
market prices for oil and gas on the average oil and gas prices received by us
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
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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) a change in the
difference between published price indexes established by pipelines in which our
hedged production is delivered and the reference price established in the
hedging arrangements is such that we are required to make payments to the
counterparties to our arrangements, or (3) the counterparties to our hedging
arrangements fail to honor their financial commitments.
Possible Inability to Repurchase Indebtedness upon a Change of Control
Upon the occurrence of certain specific change of control events:
. the lenders under our revolving credit facility could demand repayment
of all outstanding indebtedness under the facility; and
. holders of our outstanding senior subordinated indebtedness in the
aggregate principal amount of $400 million 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 percent
of the principal amount.
In addition, future indebtedness of ours may include similar change of control
provisions.
A change of control under our revolving credit facility and senior
subordinated indentures includes:
. the acquisition of 50% or more of our voting stock by any individual
or group;
. the sale, lease, transfer or conveyance of substantially all our
assets;
. the reconstitution of our Board of Directors under certain
circumstances; and
. our merger or consolidation with another entity in a transaction in
which our outstanding voting stock is exchanged for cash, securities
or property other than voting capital stock of the surviving
corporation whereby holders of our voting stock immediately prior to
the transaction own not less than a majority of the voting stock of
the surviving corporation after the transaction in substantially the
same proportion as before the transaction.
We cannot assure you that we would have sufficient funds available or
could obtain the financing required to repay or repurchase such outstanding
indebtedness following such a change of control. If a change of control occurred
and we had inadequate funds or financing available to pay for such indebtedness,
an event of default would be triggered under the terms of such indebtedness,
which could have adverse consequences for us and the holders of the
indebtedness. In such event, we cannot assure you that we would have sufficient
funds available or could obtain the financing required to meet our obligations.
Risk of Financial Loss Due to Uninsured Casualties
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:
. blowouts, cratering and explosions;
. uncontrollable flows of oil, natural gas or well fluids;
. fires;
. formations with abnormal pressures;
. pollution and other environmental risks; and
. 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
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occurrence of such an event not fully covered by insurance could have a material
adverse effect on our financial position and results of operations.
Governmental and Environmental Regulations Could Adversely Affect Our Business
Our business is subject to certain foreign, federal, state and local laws
and regulations on taxation, the exploration for and development, production
and marketing of oil and gas, and environmental and safety matters. Many
laws and regulations require drilling permits and govern the spacing of wells,
rates of production, prevention of waste and other matters. Such laws and
regulations have increased the costs of planning, designing, drilling,
installing, operating and abandoning our oil and gas wells and other facilities.
In addition, these laws and regulations, and any others that are passed by the
jurisdictions where we have production, could limit the total number of wells
drilled or the allowable production from successful wells which could limit our
revenues.
Our operations are subject to complex environmental laws and regulations
adopted by the various jurisdictions where we operate. We could incur liability
to governments or third parties for any unlawful discharge of oil, gas or other
pollutants into the air, soil or water, including responsibility for remedial
costs. We could potentially discharge such materials into the environment in any
of the following ways:
. from a well or drilling equipment at a drill site;
. leakage from gathering systems, pipelines, transportation facilities
and storage tanks;
. damage to oil and natural gas wells resulting from accidents during
normal operations; and
. blowouts, cratering and explosions.
Because the requirements imposed by such laws and regulations are
frequently changed, we cannot assure you 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.
Highly Competitive Industry May Impede Our Growth
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 we do.
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 December 31, 1998, the
disputed claim totaled approximately $18.0 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
$4.7 million at December 31, 1998.
Control by Certain Stockholders
Our current officers and directors as a group own approximately 31
percent 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
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transactions which require majority stockholder approval. Such a concentration
of ownership may have the effect of delaying or preventing a change in control
of us, including transactions in which our stockholders might otherwise receive
a premium for their shares over then current market prices.
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, which allows only
one-third of our directors to be elected each year;
. 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.
Year 2000 Risks
We have undertaken various initiatives to assess and ensure that our
information systems and our production and field equipment, gathering systems,
security systems and other systems and equipment will function properly before
and after January 1, 2000. We have formed a Year 2000 Project team, which is
chaired by our Manager of Information Services, and have developed a Year 2000
compliance time line that covers the phases of identification, assessment,
remediation and testing. We are currently developing contingency plans in the
event that Year 2000 problems arise due to any failures of our systems or any
failures on the part of our business partners to become Year 2000 compliant. We
presently believe that the Year 2000 issue will not cause significant internal
operational problems. However, in the event we have not properly identified all
Year 2000 issues, or we have not effected assessment, remediation and testing on
a timely basis, we cannot assure you that Year 2000 issues will not have a
material adverse impact on our results of operations or financial condition.
The Year 2000 issues also affect numerous other companies with whom we do
business, including oil and gas purchasers, pipeline companies, vendors, service
companies, utility providers and financial institutions. We have submitted over
14,000 Year 2000 compliance questionnaires to our various business partners. To
date, we have received 5,600 responses to these questionnaires. Responses to
these questionnaires are being evaluated to determine the preparation and
readiness of our key business partners with respect to Year 2000 issues. There
can be no assurance, however, that the failure of our key business partners to
adequately prepare for Year 2000 issues will not have a material adverse impact
on our operations and financial condition notwithstanding our own efforts to
ensure Year 2000 compliance.
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.
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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.
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
RECENT DEVELOPMENT
On January 26, 1999, we sold $150 million of our 9 3/4% Senior Subordinated
Notes Due 2009 in an offering not registered or required to be registered under
the Securities Act of 1933. All net proceeds from the sale, approximately $146
million, were used to repay a portion of the outstanding balance under our
revolving credit facility.
THE COMPANY
Vintage Petroleum, Inc. is an independent oil and gas company engaged in
the development, exploitation, exploration, acquisition and production of oil
and natural gas. We are focused on the acquisition of producing oil and gas
properties which contain the potential for increased value through exploitation
and development. Through our experienced management and engineering staff, we
have been successful in increasing the values of prior acquisitions by
restoring or increasing production of producing wells, completing for production
new formations in existing well bores, instituting waterflood and other enhanced
recovery operations, reducing operating costs and drilling 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
five-year period ended December 31, 1997.
Our principal office is located at 4200 One Williams Center, Tulsa,
Oklahoma 74172, and our telephone number is (918) 592-0101.
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<PAGE>
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 incorporated
by reference in this prospectus, which address activities, events or
developments which we expect or anticipate will or may occur in the future 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 forward-looking statements include, among others, such things as:
. our Year 2000 plans;
. the amount and nature of future capital expenditures;
. 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; and
. expansion and growth of our business and operations.
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.
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<PAGE>
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, Elf
Aquitaine holds 1,325,000 or approximately 2.5 percent of our presently
outstanding shares of common stock. We have entered into a consideration
guarantee agreement with Elf Aquitaine which, under certain circumstances, may
entitle Elf Aquitaine to receive additional shares of our common stock as
described below. If all the shares offered under this prospectus are sold, Elf
Aquitaine will not beneficially own any shares of our common stock. Any or all
of the shares offered under this prospectus may be offered for sale by Elf
Aquitaine from time to time. However, no assurance can be given that Elf
Aquitaine will sell any or all of such shares of our common stock. Elf Aquitaine
has sole voting and investment power with respect to such shares.
On November 4, 1998, one of our wholly-owned subsidiaries acquired all of
the outstanding shares of capital stock of Elf Hydrocarbures Equateur, S.A. from
Elf Aquitaine. As part of the consideration for this acquisition, we issued to
Elf Aquitaine the 1,325,000 shares of our common stock which are being offered
for sale under this prospectus. In connection with this acquisition, we and
Elf Aquitaine also entered into a registration rights agreement. Under the
registration rights agreement we agreed to prepare and file a registration
statement with the SEC covering the resale of the 1,325,000 shares. We also
agreed 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 under the registration statement.
If immediately following the initial two year effectiveness period of the
registration statement, Elf Aquitaine 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 restrictions 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
effective for an additional six months. Under certain circumstances, in
connection with a transfer of such shares, Elf Aquitaine may assign its rights
under the registration rights agreement to sell such shares under this
prospectus.
Under the registration rights agreement , Elf Aquitaine also has the
right in certain instances to request us to include the common stock held by Elf
Aquitaine in certain future underwritten offerings of our equity securities.
Under certain circumstances, we have the right to exclude the common stock held
by Elf Aquitaine from any such offering.
This prospectus constitutes a part of the registration statement filed by
us as required by the registration rights agreement.
We also entered into a consideration guarantee agreement with Elf
Aquitaine. Under this agreement, among other things, we guarantee a price of $20
per share for our common stock held by Elf Aquitaine on November 4, 2000. If on
such date, the average price of our common stock for the 60 trading days
preceding that date is less than $20 per share, at our option we must either
issue additional shares of our common stock to Elf Aquitaine or deliver cash to
Elf Aquitaine for such price difference. The determination of whether to issue
shares of our common stock or deliver cash to Elf Aquitaine will be made by us
at that time and will depend upon, among other things, our financial condition,
available funds from operations, the price of our common stock at that time and
the dilutive effect of such stock issuance. This obligation is subject to
limitations.
Also, if we issue additional shares to Elf Aquitaine under the
consideration guarantee agreement, we will be obligated to register such shares
for resale by Elf Aquitaine under a separate registration rights agreement that
we entered into with Elf Aquitaine. 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.
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<PAGE>
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 53,107,066 shares of common
stock outstanding. All of such outstanding shares of common stock are fully paid
and nonassessable.
Holders of common stock are entitled to receive dividends, when, as and
if declared by our Board of Directors out of assets legally available for
their payment. In certain cases, we may not pay dividends to common stockholders
until our dividend obligations to the holders of any preferred stock then
outstanding have been satisfied. The provisions of our credit arrangements
subject us to certain restrictions on the payment of dividends.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of common stock will be entitled to share equally in
our assets remaining after payment of all liabilities and after holders of all
series of outstanding preferred stock have received their liquidation
preferences in full.
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.
Holders of common stock are entitled to one vote per share for 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 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. These
provisions may make it more difficult to acquire control of us or remove our
management.
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.
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<PAGE>
As a result, only one-third of our directors are elected each year. 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 advance notice 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.
Issuance of Preferred Stock.
As described above, our Charter authorizes a class of undesignated
preferred stock , which if issued under certain circumstances, could 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.
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 that corporation for a period of
three years from the date the 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, its provisions apply to us. Accordingly, Section
203 may inhibit an interested stockholder's ability to acquire additional shares
of common stock or otherwise engage in a business combination with us.
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<PAGE>
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.
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,
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<PAGE>
. 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.
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<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 ................. 17,500
Accounting fees and expenses ............ 4,500
Miscellaneous ........................... 2,000
------
Total ................................ $28,000
======
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.
II-1
<PAGE>
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.
- --------------------
* 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.
**** Previously filed with this Registration Statement on December 4, 1998.
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.
II-2
<PAGE>
(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.
(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.
* * *
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<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
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
on the 27th day of January, 1999.
VINTAGE PETROLEUM, INC.
By: /s/ C. C. Stephenson, Jr.
-------------------------------------------
C. C. Stephenson, Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the 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 January 27, 1999
- ---------------------------
C. C. Stephenson, Jr.
/s/ Jo Bob Hille Director and Vice Chairman of the Board January 27, 1999
- ---------------------------
Jo Bob Hille
/s/ S. Craig George Director, President and Chief Executive January 27, 1999
- --------------------------- Officer (Principal Executive Officer)
S. Craig George
/s/ William C. Barnes Director, Executive Vice President, Chief January 27, 1999
- --------------------------- Financial Officer and Treasurer
William C. Barnes (Principal Financial Officer)
Bryan H. Lawrence* Director January 27, 1999
- ---------------------------
Bryan H. Lawrence
John T. McNabb, II* Director January 27, 1999
- ---------------------------
John T. McNabb, II
/s/ Michael F. Meimerstorf Vice President and Controller (Principal January 27, 1999
- ---------------------------
Michael F. Meimerstorf Accounting Officer)
*By: /s/ C.C. Stephenson, Jr.
----------------------------
C.C. Stephenson, Jr.
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit
Number Description
- ---------- -------------------------------------------------------------------
<S> <C>
4.1** Restated Certificate of Incoporation, 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.
- -------------
</TABLE>
* 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 refernce
herein.
**** Previously filed with this Registration Statement on December 4,
1998.
<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
January 27, 1999
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EXHIBIT 23.3
[LETTERHEAD OF NETHERLAND, SEWELL & ASSOCIATES, INC. APPEARS HERE]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
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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
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Frederic D. Sewell
President
Dallas, Texas
January 27, 1999
