<PAGE>
As filed with the Securities and Exchange Commission on February 12, 1999.
Registration No. 333-68351
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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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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 may be
offered for sale from time to time by Elf Aquitaine, which is one of our
stockholders. 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 February 11, 1999, the last reported sale price of our common stock on
the New York Stock Exchange was $6 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 February 12, 1999
<PAGE>
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
Vintage Petroleum, Inc.................................................... 11
Forward-Looking Statements................................................ 11
Use of Proceeds........................................................... 12
Selling Stockholder....................................................... 12
Description of Capital Stock.............................................. 13
Common Stock......................................................... 13
Preferred Stock...................................................... 13
Possible Anti-takeover Provisions.................................... 14
Transfer Agent and Registrar......................................... 15
Plan of Distribution...................................................... 15
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.
Low Oil and Gas Prices Have Caused Our Earnings and Cash Flow to Decline
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.
We Expect to Reduce Our Capital Expenditures and Anticipate Lower Reserve
Estimates
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.
The Amount We Can Borrow Under Our Credit Arrangements May be Significantly
Reduced
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.
Our Significant Indebtedness Could Have Important Consequences to You
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:
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. 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 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 under this facility, and a default would be
deemed to occur under the terms of our senior subordinated notes. In
such event, we cannot assure you that we would have sufficient funds
available or could obtain the financing required to meet our
obligations.
We May Take On More Debt Which Would Increase These 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 senior subordinated notes 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.
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.
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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. 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. 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.
Estimating Reserves and Future Net Revenues Involves Uncertainties and Oil and
Gas Price Declines May Lead to 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 in this prospectus
represent only estimates. In addition, the estimates of future net revenues from
our proved reserves and the present value of such estimates 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 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, which would decrease 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.
Our International Operations May Be Adversely Affected By a Number of Factors
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, property
and equipment;
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. 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.
Our Hedging Activities May Reduce the Effect of Volatility of Oil and Gas Prices
on Us But May Expose Us to the Risk of Financial Loss in Certain Circumstances
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 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:
. production is less than expected;
. 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
. 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
where 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.
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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.
Possible Financial Loss Due to Uninsured Risks Associated with Our Operations
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
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;
. 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.
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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.
Additional Payments May Be Due Under Our Stock Price Guarantee
We entered into a consideration guarantee agreement with Elf Aquitaine,
which guarantees Elf Aquitaine a price of $20 per share on November 4, 2000, for
the 1,325,000 shares of our common stock offered by this prospectus. If on such
date, the average of the daily closing prices of our common stock on the New
York Stock Exchange 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 or deliver cash to Elf Aquitaine for such price difference. Since our
obligations under the price guarantee are based on the future price of our
common stock, we are unable to predict whether any additional payments will be
due under such guarantee. However, based on $8.89 per share, which is the
average price of our common stock for the 60 trading days preceding February 12,
1999, we would be required, at our option, to either pay cash of approximately
$14.7 million or issue approximately 1.66 million shares of our common stock to
Elf Aquitaine.
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 May Have the Effect of Delaying or Preventing a
Change in Control of Us
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 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 May Have the Effect of Discouraging Unsolicited
Takeover Proposals for Us
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;
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. 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 Could Have a Material Adverse Impact on Our Operations and
Financial Condition Despite Our Own Efforts to Ensure Year 2000 Compliance
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.
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;
. Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarter
ended 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.
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VINTAGE PETROLEUM, INC.
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, adding production from new
formations in existing wells, instituting enhanced recovery operations, reducing
operating costs and drilling development 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.
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 nature or lack of business opportunities that may be presented to
and pursued by us;
. changes in laws or regulations; and
. other factors, most of which are beyond our control.
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<PAGE>
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, 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 on November 4, 2000, for such 1,325,000 shares of common stock,
whether or not Elf Aquitaine disposes of such shares prior to November 4,
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<PAGE>
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. If on November 4,
2000, our common stock is worth $20 or more per share, using the average price
of our common stock for the 60 days preceding that date, then we will not be
obligated to issue any additional shares or pay cash to Elf Aquitaine. This is
the case even if Elf Aquitaine sells our shares for less than $20 per share
prior to November 4, 2000. With respect to any shares previously sold by Elf
Aquitaine for less than $20 per share, if on November 4, 2000, our common stock
is worth less than $20 per share, Elf Aquitaine will be entitled to only receive
from us the difference in what our common stock is worth on November 4, 2000,
and $20 per share. Any shares sold by Elf Aquitaine prior to November 4, 2000,
for a price equal to or greater than $20 per share will be excluded from this
price guarantee.
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.
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
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<PAGE>
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. 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.
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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 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.
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 in this prospectus, "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 by this prospectus 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
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<PAGE>
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,
. 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 to such audited financial
statements, and are incorporated by reference in reliance upon the authority of
such firm as experts in giving such report.
The estimated reserve evaluations and related calculations of Netherland,
Sewell & Associates, Inc. incorporated by reference in this prospectus have been
incorporated by reference in reliance upon the authority of such firm as experts
in petroleum engineering.
Any future audited financial statements and the reports with respect to
such audited financial statements 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 such
firm has audited those financial statements and consented to the use of their
reports with respect to such audited financial statements.
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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.
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<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.
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<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. 2 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 12/th/ day of February, 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. 2 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 February 12, 1999
- ----------------------------
C. C. Stephenson, Jr.
/s/ Jo Bob Hille Director and Vice Chairman of the February 12, 1999
- ---------------------------- Board
Jo Bob Hille
/s/ S. Craig George Director, President and Chief February 12, 1999
- ---------------------------- Executive Officer (Principal
S. Craig George Executive Officer)
/s/ William C. Barnes Director, Executive Vice President, February 12, 1999
- ---------------------------- Chief Financial Officer and Treasurer
William C. Barnes (Principal Financial Officer)
Bryan H. Lawrence* Director February 12, 1999
- ----------------------------
Bryan H. Lawrence
John T. McNabb, II* Director February 12, 1999
- ----------------------------
John T. McNabb, II
/s/ Michael F. Meimerstorf Vice President and Controller February 12, 1999
- ---------------------------- (Principal Accounting Officer)
Michael F. Meimerstorf
*By: /s/ C.C. Stephenson, Jr.
------------------------
C.C. Stephenson, Jr.
Attorney-in-Fact
</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.
- --------------------
* 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.
<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
February 12, 1999
