<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1996
Registration No. __________
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________
COLUMBUS ENERGY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO 84-0891713
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1660 LINCOLN STREET
SUITE 2400
DENVER, COLORADO 80264-1901
(303) 861-5252
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
___________________________________
HARRY TRUEBLOOD, JR.
1660 LINCOLN STREET
SUITE 2400
DENVER, COLORADO 80264-1901
(303) 861-5252
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
___________________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From
time to time after the effective date of this Registration
Statement as determined by the Selling Shareholders.
___________________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, 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]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE<F1> PRICE<F1> REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 368,072
$.20 PAR VALUE Shares $6.75 $2,484,486 $856.72
====================================================================================================================
<FN>
<F1> Estimated solely for purposes of determining the registration fee in accordance with Rule 457(c); based upon
the average of the high and low prices of the Registrant's Common Stock, as reported by the American Stock
Exchange, on April 22, 1996.
</TABLE>
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 THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
======================================================================<PAGE>
COLUMBUS ENERGY CORP.
Cross Reference Sheet Required by Item 1. of Form S-3
showing location in Prospectus of Information Required by
Items of Form S-3
<TABLE>
<CAPTION>
Item in Form S-3 Location
----------------------- ----------------
<S> <C> <C>
Item 1. Forepart of the Registration Facing Page of Registration Statement
Statement and Outside Front Cross Reference Sheet
Cover Page of Prospectus Outside Front Cover Page of Prospectus
Item 2. Inside Front and Outside Inside Front and Outside Back Cover
Back Cover Pages of Pages; Available Information;
Prospectus Incorporation of Certain Documents
by Reference; Table of Contents
Item 3. Summary Information, Risk Risk Factors; The Company
Factors and Ratio of Earnings
to Fixed Charges
Item 4. Use of Proceeds Not Applicable
Item 5. Determination of Offering Not Applicable
Price
Item 6. Dilution Not Applicable
Item 7. Selling Security Holders Outside Front Cover Page of
Prospectus; Selling Shareholders
Item 8. Plan of Distribution Outside Front Cover Page of
Prospectus; Plan of Distribution
Item 9. Description of Securities Description of Capital Stock
to be Registered
Item 10. Interest of Named Experts Experts
and Counsel
Item 11. Information with Respect to Outside Front Cover Page of
the Registrant Prospectus; The Company
Item 12. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference Reference
Item 13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities
Item 14. Other Expenses of Issuance Other Expenses of Issuance and
and Distribution Distribution
Item 15. Indemnification of Directors Indemnification of Directors
and Officers and Officers
Item 16. Exhibits Exhibits
Item 17. Undertakings Undertakings
/TABLE
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED ____________, 1996
PROSPECTUS
- ----------
368,072 SHARES
COLUMBUS ENERGY CORP.
COMMON STOCK
($.20 PAR VALUE)
_______________
This Prospectus relates to 368,072 shares (the "Shares") of
Common Stock, $.20 par value per share (the "Common Stock"), of
Columbus Energy Corp. ("Columbus" or the "Company"), to be offered and
sold from time to time by certain stockholders (the "Selling
Shareholders") referred to in this Prospectus. The Company has been
advised that the Shares may be sold through underwriters or dealers,
through brokers or other agents, or directly to one or more
purchasers, at market prices prevailing at the time of sale or at
prices otherwise negotiated. To the extent required, the number of
Shares to be sold, the purchase price, the name of any broker-dealer,
and any applicable commissions, discounts or other items constituting
compensation to such broker-dealers with respect to a particular
offering will be set forth in a supplement or supplements to this
Prospectus (each, a "Prospectus Supplement"). The aggregate proceeds
to the Selling Shareholders from the sale of the Shares so offered
will be the purchase price of the Shares sold less the aggregate
commissions, discounts and other compensation, if any, paid to
broker-dealers and other expenses of the offering and sale of the
Shares. See "Plan of Distribution." The Company knows of no selling
arrangement between any broker-dealer and the Selling Shareholders.
The Company will not receive any of the proceeds from the sale of the
Shares but will bear all of the expenses thereof. See "Plan of
Distribution."
The shares of the Company's Common Stock are listed on the
American Stock Exchange and the Pacific Stock Exchange under the
symbol EGY. On ________, 1996 the closing sale price of the Common
Stock as reported on the American Stock Exchange was $_____ per share.
The Selling Shareholders and any broker-dealers that
participate with the Selling Shareholders in the distribution of any
of the Shares may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended, and any discount or commission
received by them and any profit on the resale of the Shares purchased
by them may be deemed to be underwriting commissions or discounts
under such Act. See "Plan of Distribution."
____________________
THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF
RISK.
SEE "RISK FACTORS," PAGE 3.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
_____________, 1996<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information with
the United States Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed
with the Commission by the Company can be inspected and copied at the
public reference facilities of the Commission, at its public office,
Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 and at:
500 West Madison, Suite 1400, Chicago, Illinois 60661-2511; and New
York Regional Office, 7 World Trade Center, Suite 1300, New York, New
York 10006, at prescribed rates. In addition, material filed by the
Company can be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006-1881, and at the
offices of the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94106.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits
referred to as the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
Shares. This Prospectus does not include all of the information set
forth in the Registration Statement, certain parts of which are
omitted, as permitted by the rules and regulations of the Commission.
For further information pertaining to the Shares, reference is made to
the Registration Statement. The Registration Statement, including any
amendments, schedules and exhibits filed or incorporated by reference
as a part thereof, is available for inspection and copying as set
forth above. Statements contained in this Prospectus or in any
document incorporated herein by reference as to the contents of any
contract or other document referred to herein or therein are not
necessarily complete and in each instance reference is made to the
copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, and each such statement
shall be deemed qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with
the Commission pursuant to the Exchange Act, are hereby incorporated
by reference:
1. The Company's Annual Report on Form 10-K
for the fiscal year ended November 30, 1995; and
2. The Company's Quarterly Report on Form
10-Q for the quarter ended February 29, 1996.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the offering of the
Shares described in this Prospectus shall be deemed to be incorporated
in and made a part of this Prospectus by reference from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently
filed document that also is deemed to be incorporated by reference
herein
-2-<PAGE>
modifies or supersedes such statement. Any statements so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered,
on written or oral request of any such person, a copy of any or all of
the documents incorporated by reference herein, other than exhibits to
such documents (unless such exhibits are specifically incorporated by
reference into the documents that this Prospectus incorporates).
Written or telephone requests should be directed to Columbus Energy
Corp., 1660 Lincoln Street, Suite 2400, Denver, Colorado 80264-1901,
Attention: H. C. Gutjahr, Secretary, (303) 861-5252.
RISK FACTORS
THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A HIGH
DEGREE OF RISK. EACH PROSPECTIVE PURCHASER OF THE SHARES OFFERED
HEREBY SHOULD CAREFULLY READ THE ENTIRE PROSPECTUS BUT SHOULD GIVE
SPECIAL CONSIDERATION TO THE RISK FACTORS DESCRIBED BELOW.
FLUCTUATION IN PRICES OF OIL AND NATURAL GAS
The Company's revenues and earnings are dependent to a large
degree on prevailing prices for oil and gas. For the past twenty
years, oil and gas prices have been volatile and are likely to
continue to be so in the future. Currently, approximately 55% to 60%
of the Company's revenues are derived from the production and sale of
gas, which in turn causes cash flow and net earnings to be more
affected by the volatility of gas prices than oil prices.
The Company currently hedges its crude oil and natural gas
prices for a portion of its production. The Company's natural gas and
crude oil swaps are considered financial instruments with off-balance
sheet risk. These were acquired in the normal course of business to
reduce its exposure to fluctuations in the price of crude oil and
natural gas. Those instruments involve, to varying degrees, elements
of market and credit risk in excess of the amount recognized in the
balance sheets. As of February 29, 1996, calculated as of April 8,
1996, the Company had 1996 natural gas and crude oil swaps with a
notional value of approximately $3,463,000 and a market value of
approximately $2,910,000. The market value will change constantly
during the remaining term of the contracts and may result in a loss or
possibly even a gain for the Company over that period. These swaps
are primarily seen as "insurance" against significant downside price
fluctuations because losses which occur when future prices are above
the swap level are mitigated somewhat by higher prices actually
received in the field for the equivalent volume.
POSSIBLE CURTAILMENT OF GAS PRODUCTION DUE TO MARKET CONDITIONS
Should low spot market prices for natural gas reoccur, the
Company may consider it prudent where it is the operator, and where
other working interest owners agree, to curtail sales from certain
wells for a limited period of time so as to retain its reserves for a
period when anticipated better
-3-<PAGE>
prices are available. This would have the effect of reducing current
period revenues and earnings and increasing future revenues and
earnings.
DRILLING RISKS
The Company's oil and gas operations are subject to all of
the business risks typically associated with drilling for oil and gas.
These risks often include the expenditure of large amounts of money
for identification and acquisition of prospective leasehold acreage
with no assurance that oil and gas will be found in commercial
quantities when the acreage is drilled.
OPERATING HAZARDS AND UNINSURED RISKS
The oil and gas business involves a variety of operating
risks, including fire, explosion, pipe failure, casing collapse,
abnormally pressured formations, and environmental hazards such as oil
spills, gas leaks, and discharges of toxic gases. The occurrence of
any of these events with respect to any property operated or owned (in
whole or in part) by the Company could have a material adverse effect
on the Company's financial condition. The Company and the operators
of its properties maintain insurance in accordance with customary
industry practices and in amounts that management believes to be
reasonable. However, insurance coverage is not always economically
feasible and cannot always be obtained in amounts sufficient to cover
all types of operational risks. The occurrence of a significant event
that is not fully insured could have a material adverse effect on the
Company's financial condition.
COMPETITION
The oil and gas industry is highly competitive. The Company
competes with others for property acquisitions and for opportunities
to explore or to jointly develop and produce oil and gas. The
Company's competitors include major oil companies and other
independent oil and gas concerns, as well as individual producers and
operators. Many of these competitors have substantially greater
financial and other resources than the Company.
POTENTIAL ADVERSE IMPACT OF ENVIRONMENTAL AND OTHER GOVERNMENTAL
REGULATION
Oil and gas operations are subject to various Federal, State
and local regulations, including environmental laws. To date, the
Company has not had to expend significant resources in order to
satisfy environmental laws and regulations presently in effect.
However compliance costs under any new laws and regulations that might
be enacted could become material. Additional matters subject to
governmental regulation include land tenure, royalties and production
rates.
UNCERTAINTY OF ESTIMATES OF OIL AND GAS RESERVES AND FUTURE NET
REVENUES
Information incorporated by reference into this Prospectus
contains estimates of the Company's oil and gas reserves and the
discounted future net revenues from those reserves, as prepared by
independent petroleum engineers for the years 1993, 1994 and 1995.
There are numerous uncertainties inherent in estimating quantities of
proved oil and gas reserves, including many factors beyond the control
of the Company. Such estimates are based on several assumptions that
the
-4-<PAGE>
Commission requires public oil and gas companies to use, including,
for example, constant oil and gas prices. Such estimates are
inherently imprecise indications of future net revenues. Actual
future production, revenues, taxes, operating expenses, development
expenditures and quantities of recoverable oil and gas reserves might
vary substantially from those estimates and assumptions. Any
significant variance in these assumptions could materially affect the
estimated quantity and value of reserves set forth in the 1995 Annual
Report. In addition, the Company's reserves might be subject to
revision based upon future production, results of future exploitation
and development, prevailing oil and gas prices and other factors.
DIVIDENDS
Columbus does not at this time plan to pay cash dividends on
its Common Stock, since it intends to use its available cash to expand
its business.
THE COMPANY
Columbus was incorporated under the laws of the State of
Colorado on October 7, 1982. Columbus engages in the production and
sale of crude oil, condensate and natural gas, as well as the
acquisition and development of leaseholds and other interests in oil
and gas properties, and also acts as manager and operator of oil and
gas properties for itself and others. It also engages in the business
of compression, transmission and marketing of natural gas through its
wholly owned subsidiary, Columbus Gas Services, Inc. ("CGSI").
The Company's principal office is located at 1660 Lincoln
Street, Suite 2400, Denver, Colorado 80264 and its telephone number is
(303) 861-5252.
SELLING SHAREHOLDERS
The Selling Shareholders, whose names appear in the
following table, are all officers and directors or immediate family
members of directors. Except for Mr. Garrett, each Selling
Shareholder has held the position (or had the family relationship) set
forth below his or her name in the following table for at least the
past three years. Mr. Garrett served as Controller of the Company
from August 1992 to May, 1993, when he was elected Treasurer.
The following table sets forth: (i) the names and position
of each Selling Shareholder; (ii) the number of shares of Common Stock
owned by them; (iii) the number of shares underlying stock options
held by them; (iv) the number of shares to be offered by them; and (v)
the number of shares and percentage of class to be owned by them after
completion of the Offering. None of the Selling Shareholders has had
any position, office or other material relationship within the past
three years with the Company or any of its predecessors or affiliates,
other than as described below.
-5-<PAGE>
<TABLE>
<CAPTION>
PERCENT
OF CLASS
NUMBER OF AFTER
NUMBER OF SHARES TO BE COMPLETION
NUMBER OF SHARES OWNED UPON OF THE
SHARES OWNED, OFFERED IN THIS COMPLETION OF OFFERING (IF
NAME AND POSITION UNDER OPTION OFFERING THIS OFFERING MORE THAN 1%)
====================================================================================================================
<S> <C> <C> <C> <C>
Harry A. Trueblood, Jr. - Chairman of the
Board, Executive Officer, and Director 851,686<F1> 205,267<F1> 646,419 20.5
Clarence H. Brown
Executive Vice President and Director 44,008<F2> 42,360<F2> 1,648 nil
Michael M. Logan
Vice President
Corporate Development 25,051<F3> 22,731<F3> 2,320 nil
Ronald H. Beck
Vice President 23,773<F4> 21,574<F4> 2,199 nil
Harold C. Gutjahr
Corporate Secretary 17,538 2,538 15,000 nil
James P. Garrett
Treasurer 27,765<F5> 25,572<F5> 2,193 nil
J. Samuel Butler
Director 6,639 3,819 2,820 nil
Jerol M. Sonosky
Director 7,544 4,724 2,820 nil
Donald W. Ringsby
Director 18,971 16,151 2,820 nil
Karen Ringsby
Wife of director 16,940 16,940 -0- nil
William H. Blount, Jr.
Director 3,216 396 2,820 nil
---------------------------------------------------------
1,043,131 362,072 681,059
=========================================================
<FN>
<F1> Includes 95,400 shares under stock options, exercisable at $5.25 per share.
<F2> Includes 42,360 shares under stock options, 19,360 exercisable at $8.4195 per share, 11,000 at
$8.4659 per share and 12,000 at $7.9375 per share.
<F3> Includes 21,024 shares under stock options, 8,000 at $7.9375 per share, and 13,024 at $6.625 per
share.
<F4> Includes 21,024 shares under stock options, 8,000 at $7.9375 per share, 13,024 at $6.625 per share.
<F5> Includes 25,568 shares under stock options 4,840 exercisable at $4.3388 per share, 7,260 at $8.4195
per share, 5,500 at $8.4659 per share, 968 at $5.8885 per share and 7,000 at $7.9375.
</TABLE>
In addition to the shares listed above, an additional 6,000
shares are being registered, which shares will be offered by
approximately nine officers and directors who are deemed affiliates of
the Company and who may acquire shares under the Company's 1993
Employee Stock Purchase
-6-<PAGE>
Plan. Since none of the shares are presently outstanding, the names
and the amounts of shares they will offer will be added by a Post
Effective Amendment to this Prospectus.
PLAN OF DISTRIBUTION
All of the Shares offered hereby are being sold by the
Selling Shareholders. The Company will not receive any of the
proceeds from the sale of the Shares.
The Company has been advised that the Shares may be sold
from time to time by the Selling Shareholders, or by any pledgee or
other successor in interest to the Selling Shareholders, in regular
brokerage transactions on a national securities exchange or in the
over-the-counter market, in transactions directly with market makers,
in privately negotiated transactions, or through a combination of such
methods at fixed prices (which may be changed), at market prices
prevailing at the time of sale, or at negotiated prices.
The Selling Shareholders, or any pledgee or other successor
in interest, may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from
the Selling Shareholders, any pledgee or other successor in interest,
or the purchasers of Shares for whom such broker-dealers may act as
agent, or to whom they sell as principal, or both (which compensation,
as to a particular broker-dealer, may be in excess of customary
commissions).The Selling Shareholders and any such underwriters,
dealers or agents that participate in the distribution of the Shares
may be deemed to be underwriters within the meaning of the Securities
Act, and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by them may be deemed
to be underwriting discounts and commissions under the Securities Act.
Any such underwriters, dealers and agents may engage in transactions
with, and perform services for, the Company.
Any Shares offered hereby which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that rule rather
than pursuant to any of the foregoing means of distribution.
At the time a particular offer of Shares is made by the
Selling Shareholders or any pledgee or other permitted assignee or
other successor in interest, to the extent required, a Prospectus
Supplement will be distributed which will set forth the aggregate
number of Shares being offered, and the terms of the offering,
including the public offering price thereof, the name or names of any
permitted assignee or other successor in interest, the name or names
of any underwriters, dealer or agents, any underwriting discounts,
commissions and other items constituting compensation from, and the
resulting net proceeds to, the Selling Shareholders or any permitted
assignee or other successor in interest, any discounts, commissions or
concessions allowed or reallowed or paid to dealers and, if
applicable, the purchase price to be paid by any underwriter for the
Shares purchased from the Selling Shareholders or any permitted
assignee or other successor in interest.
-7-<PAGE>
Certain expenses in connection with the distribution of the
Shares, including fees and expenses of the Company's counsel and
accountants, filing fees and printing expenses, will be borne by the
Company. Each Selling Shareholder will bear his or her own legal and
accounting expenses, if any, as well as all transfer taxes, discounts,
concessions, commissions or other compensation received by broker-
dealers.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 20,000,000 shares of
Common Stock and up to 5,000,000 shares of Preferred Stock, no par
value ("Preferred Stock"). The following summary of certain provisions
of the Company's Amended and Restated Articles of Incorporation and
Bylaws does not purport to be complete and is subject to, and
qualified in its entirety by reference to, all provisions of such
Amended and Restated Articles of Incorporation and Bylaws, copies of
which are filed as exhibits to this Registration Statement.
COMMON STOCK
Each share of Common Stock has one vote Subject to the
preferential rights of holders of any then outstanding Preferred
Stock, the holders of Common Stock are entitled to receive dividends
when and as declared by the Board of Directors out of funds legally
available for such payment. Holders of Common Stock have no preemptive
rights to purchase additional shares. Subject to the preferential
rights of holders of any then outstanding Preferred Stock, the holders
of Common Stock are entitled to share ratably in the assets of the
Company available for distribution to stockholders in the event of the
Company's liquidation, dissolution or winding up.
The holders of Common Stock have no cumulative voting
rights in the election of directors. The Company's Amended and
Restated Articles of Incorporation also provides that the Board of
Directors be divided into two classes of approximately equal size,
with one class to be elected for a two-year term at each annual
meeting of shareholders.
PREFERRED STOCK
The Preferred Stock is issuable, from time to time, in one
or more series, with such designations, preferences and relative,
participating, optional or other special rights, qualifications,
limitations or restrictions thereof as shall be stated and expressed
in a resolution or resolutions providing for the issue of such series
adopted by the Board of Directors. All shares of any one series of the
Preferred Stock are required to be identical in every particular and
all series are required to rank equally and be identical in all
respects, except insofar as they may vary with respect to matters
which the Board is expressly authorized by the Company's Amended and
Restated Articles of Incorporation to determine in the resolution or
resolutions providing for the issue of any series of the Preferred
Stock. No assurance can be given that the terms of any series of
Preferred Stock will not materially limit or qualify the rights of the
holders of Common Stock. No shares of Preferred Stock have been
issued.
-8-<PAGE>
LEGALITY
Sherman & Howard L.L.C., 633 17th St., #3000, Denver,
Colorado 80202 has issued an opinion with respect to the Legality of
the issuance of the Shares being offered pursuant to this Prospectus.
EXPERTS
The consolidated balance sheets of Columbus Energy Corp. and
subsidiaries as of November 30, 1995 and 1994, and the consolidated
statements of operations, stockholders' equity and cash flows for each
of the three years in the period ended November 30, 1995, included in
the Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1995, are incorporated by reference in this Prospectus
and have been incorporated herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on the
authority of said firm as experts in accounting and auditing.
The results of the study and report by Reed Ferrill &
Associates, independent petroleum engineers and consultants, of the
Company's reserves and a separate report on the reserves of the
properties located in the Berry Cox field in Texas prepared by
Huddleston & Co., Inc., another outside consulting firm, appear in the
Company's 1995 Form 10-K, are incorporated by reference in this
Prospectus and have been incorporated herein in reliance on the
authority of such firms as experts in petroleum engineering.
____________________
-9-<PAGE>
This Prospectus contains information concerning the Company
and its Common Stock, but does not contain all of the information set
forth in the Registration Statement and the Exhibits relating thereto,
which the Company has filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933, and to
which reference is hereby made.
____________________
TABLE OF CONTENTS Page
----
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . 2
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . 5
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . 7
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . 8
LEGALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
No dealer, salesman or other person has been authorized to
give any information or to make any representation not contained in
this Prospectus or the Prospectus Supplement and, if given or made,
such information or representation must not be relied upon as having
been authorized by the Company. This Prospectus or the Prospectus
Supplement does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer,
or in any jurisdiction where such solicitation is not authorized, or
in which the person making such offer or solicitation is not qualified
to do so. Neither the delivery of this Prospectus or the Prospectus
Supplement nor any sale made hereunder shall, under any circumstances,
create any implication that the information contained or incorporated
by reference herein is correct as of any time subsequent to its date
or that there has been no change in the affairs of the Company since
such date.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Filing Fee . . . . . . . . . . . . $856.72
Blue Sky Fees. . . . . . . . . . . - 0 -
Legal Fees . . . . . . . . . . . . 3,000.00
Accounting Fees. . . . . . . . . . 3,000.00
Transfer Agent Fees. . . . . . . . 500.00
Mailing and Miscellaneous. . . . . 1,000.00
=========
TOTAL $8,356.72
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 7-109-102 of the Colorado Business Corporation Act (the
"Act") provides, generally, that a corporation may indemnify a person
made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal (a "Proceeding"), because the person is
or was a director of the corporation or an individual who, while
serving as a director of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee,
employee or fiduciary or agent of another corporation or other entity
or of any employee benefit plan (a "Director"), against any obligation
incurred with respect to a Proceeding to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan) or reasonable expenses incurred in the
Proceeding if he conducted himself in good faith and he reasonably
believed, in the case of conduct in an official capacity with the
corporation, his conduct was in the corporation's best interests and,
in all other cases, his conduct was at least not opposed to the
corporation's best interest and, with respect to any criminal
proceedings, he had no reasonable cause to believe that his conduct
was unlawful; provided, however, a corporation may not indemnify a
Director in connection with any Proceeding by or in the right of the
corporation in which the Director was adjudged liable to the
corporation or, in connection with any other Proceeding charging the
Director derived an improper personal benefit, whether or not
involving actions in an official capacity, in which Proceeding the
Director was judged liable on the basis that he derived an improper
personal benefit. Any indemnification permitted in connection with a
Proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with such Proceeding.
Under Section 7-109-107 of the Act, unless otherwise provided in the
Articles of Incorporation, a corporation may indemnify an officer,
employee, fiduciary, or agent of the corporation to the same extent as
to a Director and may indemnify an officer, employee, fiduciary, or
agent who is not a Director to a greater extent, if not inconsistent
with public policy and if provided for by its bylaws, general or
specific action of its board of directors or shareholders, or
contract.
II-1<PAGE>
Section 7-108-402 of the Act provides, generally, that the
Articles of Incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or
its shareholders for monetary damages for breach of fiduciary duty as
a director; except that any such provision may not eliminate or limit
the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) acts specified in Section 7-108-403,
or (iv) any transaction from which a director directly or indirectly
derived an improper personal benefit. Such provision may eliminate or
limit the liability of a director for any act or omission occurring
prior to the date on which such provision becomes effective.
Article VI of the Company's Amended and Restated Articles of
Incorporation (the "Articles"), provides as follows:
1. A director of the Corporation shall not be
personally liable to the Corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability
(i) for any breach of the director's loyalty to
the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve
intentional misconduct or a knowing violation of
law, (iii) under Section 7-5-114 of the Colorado
Corporation Code, or (iv) for any transaction from
which the director derived any improper personal
benefit. If the Colorado Corporation Code is
amended after approval by the stockholders of this
article to authorize corporate action further
eliminating or limiting the personal liability of
directors, then the liability of a director of the
Corporation shall be eliminated or limited to the
fullest extent permitted by the Colorado
Corporation Code, as amended.
Any repeal or modification of the foregoing
paragraph by the stockholders of the Corporation
shall not adversely affect any right or protection
of a director of the Corporation existing at the
time of such repeal or modification.
2. A. Right to Indemnification. Each person
who
------------------------
was or is made a party or is threatened to be made
a party to or is otherwise involved any action,
suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or
she is or was a director, officer, employee or
agent of the Corporation or is or was serving at
the request of the Corporation as a director,
officer of another corporation or of a
partnership, joint venture, trust or other
enterprise, including service with respect to
employee benefit plans (hereinafter an
"indemnitee"), whether the basis of such
proceeding is alleged
II-2<PAGE>
action in an official capacity as a director,
officer, employee or agent or in any other
capacity while serving as a director, officer,
employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent
authorized by the Colorado Corporation Code, as
the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the
extent that such amendment permits the Corporation
to provide broader indemnification rights than
such law permitted the Corporation to provide
prior to such amendment), against all expense,
liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement), reasonably
incurred or suffered by such indemnitee in
connection therewith and such indemnification
shall continue as to an indemnitee who has ceased
to be a director, officer, employee or agent and
shall inure to the benefit of the indemnitee's
heirs or personal representative; provided,
however, that except as provided in
subparagraph B. hereof with respect to proceedings
to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof)
initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right
to indemnification conferred in this paragraph
shall be a contract right.
B. Right of Indemnitee to Bring Suit. If a
---------------------------------
claim under subparagraph A of this paragraph is
not paid in full by the Corporation within sixty
days after a written claim has been received by
the Corporation, except in the case of a claim for
an advancement of expenses, in which case the
applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in
part in any such suit or in a suit brought by the
Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce
a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right
to an advancement of expenses) it shall be a
defense that the indemnitee has not met the
applicable standard of conduct set forth in the
Colorado Corporation Code, and (ii) any suit by
the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking
the Corporation shall be entitled to recover
II-3<PAGE>
such expenses upon a final adjudication that, the
indemnitee has not met the applicable standard of
conduct set forth in the Colorado Corporation
Code. Neither the failure of the Corporation
(including its Board of Directors, independent
legal counsel, or its stockholders) to have made a
determination prior to the commencement of such
suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee
has met the applicable standard of conduct set
forth in the Colorado Corporation Code, nor an
actual determination by the Corporation (including
its Board of Directors, independent legal counsel,
or its stockholders) that the indemnitee has not
met such applicable standard of conduct, shall
create a presumption that the indemnitee has not
met the applicable standard of conduct or, in the
case of such a suit brought by the indemnitee, be
a defense to such suit. In any suit brought by
the indemnitee to enforce a right hereunder, or by
the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking,
the burden of proving that the indemnitee is not
entitled to be indemnified or to such advancement
of expenses under this paragraph or otherwise
shall be on the Corporation.
C. Non-Exclusivity of Rights. The rights
to
-------------------------
indemnification and to the advancement of expenses
conferred in this paragraph shall not be exclusive
of any other right which any person may have or
hereafter acquire under any statute, this
Certificate of Incorporation, by-law, agreement,
vote of stockholders or disinterested directors
and does not restrict the Corporation's right to
limit the personal liability of a director to the
Corporation or to its shareholders for monetary
damages for breach of fiduciary duty as a
director, or any other acts which are consistent
with the provisions of the Colorado Corporation
Code as the same exists or may hereafter be
amended.
The Company has entered into indemnification agreements with each
person who is a director of the Company (each director, an
"indemnitee"). The indemnification agreements provide for
indemnification against any and all damages, judgments, settlements
and costs, costs of investigation and costs of defense of legal
actions, claims, or proceedings and appeals therefrom and costs of
attachment or similar bonds which indemnitee becomes legally obligated
to pay because of any claim or claims made against indemnitee because
of any act or omission or neglect or breach of duty, including any
actual or alleged error misstatement or misleading statement, which he
commits or suffers while acting in his capacity as a director of the
Company or of certain subsidiaries of the Company and solely because
of his being a director; and for the advancement or reimbursement of
II-4<PAGE>
reasonable expenses (including attorneys' fees) if the indemnitee
furnishes the Company a written affirmation of his good faith belief
he has met the standard of conduct permitting indemnification under
applicable law, the director furnishes the Company a written
undertaking to repay the advance if it is determined he did not meet
such standard of conduct, and the Company determines that the facts
then known to those making the determination will not preclude
indemnification under Colorado law provided that the Company shall not
have determined that the director would not be permitted to be so
indemnified under applicable law.
In addition, the indemnification agreement provides that if the
Company determines that the director is not permitted to be
indemnified, the director is not required to reimburse the Company
until a final judicial determination is made with respect thereto as
to which all rights of appeal therefrom have been exhausted or lapsed
and the Company is not obligated to indemnify or advance any
additional amounts to the director (unless there has been a
determination by a court of competent jurisdiction that the director
would be permitted to be so indemnified under applicable law). The
indemnification agreements also entitle the director to be paid the
expense of prosecuting a claim against a company to collect an
indemnity claim or advancement of expenses from the Company. The
Company is not liable to make any payment under the indemnification
agreement (i) to the extent payment is actually made to the director
under an insurance policy; (ii) to the extent the director is
entitled to indemnity and/or payment under an insurance policy; (iii)
to the extent the director is indemnified by the Company otherwise
than pursuant to the indemnification agreement; (iv) to the extent
such indemnity is prohibited under Colorado law, the Amended and
Restated Articles of Incorporation or other applicable law; (v) for an
accounting of profits made from the purchase or sale by the director
of securities of the Company within the meaning of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any state statutory law or common law; or (vi) if a
court holds that such payment is prohibited by applicable law or is
against public policy.
The Company may purchase liability insurance policies covering
its directors and officers.
II-5<PAGE>
ITEM 16. EXHIBITS
(a) Exhibits:
The following exhibits are filed herewith, except those
exhibits marked with an asterisk which are incorporated herein by
reference as stated in the description:
Exhibit No.
- -----------
*4(a) Amended and Restated Articles of Incorporation (Exhibit 3(a)
to Registration Statement No. 33-17885). Exhibit "a" to
Form 10-Q dated July 13, 1990 and Exhibit 3(1)(a) to Form
8-K dated May 11, 1995).
*4(b) Amended By-Laws (Exhibit to Form 8-K dated February 16,
1995).
5 Opinion of Sherman & Howard L.L.C.
*10(a) Amended and Restated Credit Agreement dated as of July 1,
1992 between Columbus Energy Corp. and Norwest Bank Denver,
National Association (Exhibit 10(a) to Form 10-Q dated
August 31, 1993 and Exhibits 10(a) and (b) to Form 8-K dated
April 28, 1993 and Exhibit 10(a) to Form 10-Q dated May 31,
1994).
*10(b) Fifth Amendment of Credit Agreement dated as of December 13,
1994 between Columbus Energy Corp. and Norwest Bank Denver,
National Association (Exhibit 10(b) to Form 10-K dated
November 30, 1994).
*10(c) Sixth Amendment to Credit Agreement dated as of January 5,
1996 between Columbus Energy Corp. and Norwest Bank Denver,
National Association (Exhibit 10(c) to Form 10-K dated
November 30, 1995).
*10(d) Deferred Compensation Plan adopted effective May 1, 1986 for
officers of the Registrant (Exhibit 10(a) to Registration
Statement No. 33-17885).
*10(e) 1993 Stock Purchase Plan (Exhibit 29 to Registration
Statement No. 33-63336.)
*10(f) 1995 Stock Option Plan (Exhibit 10(k) to Form 8-K dated
May 11, 1995).
*10(g) 1985 Stock Option Plan (Exhibit 10(g) to Registration
Statement No. 33-17885).
*10(f) 1985 Stock Option Plan, Amendment No. 2 dated November 7,
1991 (Exhibit 10(h) to Form 10-K for fiscal year ended
November 30, 1991).
*10(i) Separation Pay Policy adopted December 1, 1990 for officers
and employees and as amended February 17, 1992 (Exhibit
10(i) to Form 10-K dated November 30, 1991).
*10(j) Form of Indemnity Agreements with directors (Exhibit 10(k)
to Registration Statement No. 33-46394).
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Reed W. Ferrill & Associates, Inc.
23(c) Consent of Huddleston & Co., Inc.
23(d) Consent of Sherman & Howard L.L.C. (included in Exhibit 5)
____________________
* Incorporated by reference to document(s) described in parentheses.
II-6<PAGE>
ITEM 17. UNDERTAKINGS
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 the Registration Statement
(or the most recent Post-Effective Amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (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 with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such Post-Effective
Amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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.
4. That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and
II-7<PAGE>
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.
II-8<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City and County of
Denver, State of Colorado on the 24th day of April, 1996.
COLUMBUS ENERGY CORP.
By: Harry A. Trueblood, Jr.
-----------------------------------
Harry A. Trueblood, Jr.
Chairman of the Board, President
and Chief Executive Officer
ATTEST:
H. C. Gutjahr
- ----------------------------
H. C. Gutjahr, Secretary
(SEAL)
II-9<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry A. Trueblood, Jr. and H.
C. Gutjahr, and each of them, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including pre-effective and post-
effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
Principal Executive Officer
---------------------------
Harry A. Trueblood, Jr. Chairman of the
- ----------------------------- Board
Harry A. Trueblood, Jr. April 24, 1996
Principal Financial and Accounting Officer
------------------------------------------
Ronald H. Beck Vice President April 24, 1996
- ----------------------------
Ronald H. Beck
Majority of Board of Directors
------------------------------
J. S. Butler Director April 24, 1996
- -----------------------------
W. H. Blount, Jr. Director April 24, 1996
- -----------------------------
Jerol Sonosky Director April 24, 1996
- -----------------------------
Harry A. Trueblood, Jr. Director April 24, 1996
- -----------------------------
II-10<PAGE>
INDEX TO EXHIBITS
Exhibit No.
- -----------
*4(a) Amended and Restated Articles of Incorporation (Exhibit 3(a)
to Registration Statement No. 33-17885. Exhibit "a" to Form
10-Q dated July 13, 1990 and Exhibit 3(1)(a) to Form 8-K
dated May 11, 1995).
*4(b) Amended By-Laws (Exhibit to Form 8-K dated February 16,
1995).
5 Opinion of Sherman & Howard L.L.C.
*10(a) Amended and Restated Credit Agreement dated as of July 1,
1992 between Columbus Energy Corp. and Norwest Bank Denver,
National Association (Exhibit 10(a) to Form 10-Q dated
August 31, 1993 and Exhibits 10(a) and (b) to Form 8-K dated
April 28, 1993 and Exhibit 10(a) to Form 10-Q dated May 31,
1994).
*10(b) Fifth Amendment of Credit Agreement dated as of December 13,
1994 between Columbus Energy Corp. and Norwest Bank Denver,
National Association (Exhibit 10(b) to Form 10-K dated
November 30, 1994).
*10(c) Sixth Amendment to Credit Agreement dated as of January 5,
1996 between Columbus Energy Corp. and Norwest Bank Denver,
National Association (Exhibit 10(c) to Form 10-K dated
November 30, 1995).
*10(d) Deferred Compensation Plan adopted effective May 1, 1986 for
officers of the Registrant (Exhibit 10(a) to Registration
Statement No. 33-17885).
*10(e) 1993 Stock Purchase Plan (Exhibit 29 to Registration
Statement No. 33-63336.)
*10(f) 1995 Stock Option Plan (Exhibit 10(k) to Form 8-K dated
May 11, 1995).
*10(g) 1985 Stock Option Plan (Exhibit 10(g) to Registration
Statement No. 33-17885).
*10(h) 1985 Stock Option Plan, Amendment No. 2 dated November 7,
1991 (Exhibit 10(h) to Form 10-K for fiscal year ended
November 30, 1991).
*10(i) Separation Pay Policy adopted December 1, 1990 for officers
and employees and as amended February 17, 1992 (Exhibit
10(i) to Form 10-K dated November 30, 1991).
*10(j) Form of Indemnity Agreements with directors (Exhibit 10(k)
to Registration Statement No. 33-46394).
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Reed W. Ferrill & Associates, Inc.
23(c) Consent of Huddleston & Co., Inc.
23(d) Consent of Sherman & Howard L.L.C. (included in Exhibit 5)
____________________
* Incorporated by reference to document(s) described in parentheses.
EXHIBIT 5
April 24, 1996
Columbus Energy Corp.
1660 Lincoln Street, Suite 2400
Denver, Colorado 80264
Re: Validity of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Columbus Energy Corp., a
Colorado corporation (the "Company"), in connection with its
Registration Statement on Form S-3 filed by the Company with the
Securities and Exchange Commission on April 24, 1996 relating to
approximately 368,072 shares of the Company's Common Stock, $.20 par
value per share ("Common Stock") owned by certain selling shareholders
named in the Registration Statement (the "Selling Shareholders") or to
be acquired by the Selling Shareholders upon exercise of outstanding
options (the "Options") or pursuant to the Company's 1993 Employee
Stock Purchase Plan (the "Plan").
We have examined the Company's Amended and Restated
Articles of Incorporation, as amended, and Bylaws, and minutes of the
proceedings of the Board of Directors of the Company authorizing the
grant of the Options, the approval of the Plan and the shares to be
issued pursuant to the Plan and the issuance of the Common Stock,
including Common Stock issuable upon exercise of the Options. We have
also examined such other documents and records, and we have made such
inquiries of officers and representatives of the Company as we have
deemed necessary to render the opinions set forth herein.
Based upon the foregoing examination, we advise you that in
our opinion:
(1) The shares of Common Stock owned by the Selling
Shareholders as of the date hereof and being offered pursuant to the
Registration Statement have been duly authorized and are validly
issued, and, to our knowledge, fully paid and nonassessable; and
(2) The shares of Common Stock issuable upon exercise of
the Options have been duly authorized and reserved for issuance upon
such exercise and, if and when issued upon such exercise in accordance
with the terms of the Options, will be validly issued, fully paid and
nonassessable.
<PAGE>
Columbus Energy Corp.
April 24, 1996
Page 2
(3) The shares of Common Stock issuable pursuant to the
Plan have been duly authorized and reserved for issuance pursuant to
purchases made under the Plan and, if and when issued upon such
purchase in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and to the reference to
our firm under the heading "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the Rules of the Securities
and Exchange Commission thereunder.
Yours truly,
Sherman & Howard L.L.C.
------------------------------
SHERMAN & HOWARD L.L.C.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Columbus Energy Corp. of Form S-3 (File No. 1-9872) of
our report dated February 9, 1996, on our audits of the consolidated
financial statements of Columbus Energy Corp. as of November 30, 1995
and 1994, and for each of the three years in the period ended
November 30, 1995, which report is included in the Columbus Energy
Corp. 1995 Annual Report on Form 10-K. We also consent to the
reference to our Firm under the caption "Experts".
Coopers & Lybrand L.L.P.
- --------------------------------
COOPERS & LYBRAND L.L.P.
Denver, Colorado
April 24, 1996
EXHIBIT 23(b)
April 24, 1996
Columbus Energy Corp.
1660 Lincoln Street, Suite 2400
Denver, Colorado 80264
Reed W. Ferrill & Associates, Inc. consents to the use of
its name and its reports dated January 22, 1996 entitled "Columbus
Energy Corp., Reserve and Revenue Forecast as of November 30, 1995,
Constant Prices and Costs" in whole or in part, by Columbus Energy
Corp. (Columbus) in this Form S-3 to the Securities and Exchange
Commission. We also consent to the reference to our firm under the
caption "Experts".
for and on behalf of
Reed W. Ferrill & Associates, Inc.
Reed W. Ferrill
----------------------------------------
- -
Reed W. Ferrill
President
RWF/mlb
EXHIBIT 23(c)
April 24, 1996
Columbus Energy Corp.
1660 Lincoln Street, Suite 2400
Denver, Colorado 80264
Huddleston & Co., Inc., consents to the use of its name and its report
dated January 22, 1996, entitled "Columbus Energy Corp., Berry R. Cox
Field, Estimated Reserves and Revenues, as of November 30, 1995,
Constant Product Prices and Costs" in whole or in part by Columbus
Energy Corp. (Columbus) in Columbus' Form S-3 to the Securities and
Exchange Commission. We also consent to the reference to our firm
under the caption "Experts."
For and On Behalf of
HUDDLESTON & CO., INC.
Peter D. Huddleston
----------------------------------
Peter D. Huddleston, P.E.
President
PDH:dl
