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As filed with the Securities and Exchange Commission on January 18, 1996
Registration No. 33-61299
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
Post Effective Amendment
No. 1
To
Form S-4
On
Form S - 3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
BENTON OIL AND GAS COMPANY
(Exact name of registrant as specified in charter)
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Delaware 77-0196707
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1145 Eugenia Place A.E. Benton, CEO
Suite 200 1145 Eugenia Place
Carpinteria, California 93013 Suite 200
(805) 566-5600 Carpinteria, California 93013
(Address, including zip code, and (805) 566-5600
telephone number, including area code, of (Name, address, including zip code,
registrant's principal executive offices) and telephone number, including area code, of agent
for service)
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Copies to:
Jack A. Bjerke
Emens, Kegler, Brown, Hill & Ritter Co., L.P.A.
65 East State Street, Suite 1800
Columbus, Ohio 43215
(614) 462-5400
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.
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, please 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, 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. / /
EXPLANATORY NOTE: No additional registration fee is payable by the
Registrant because the issuance of the shares of Common Stock covered by this
Post Effective Amendment No. 1 was registered on, and the applicable
registration fee was paid with, this registration statement on Form S-4,
registration number 33-61299.
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SUBJECT TO COMPLETION
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January 18, 1996
592,373 Shares
BENTON OIL AND GAS COMPANY
COMMON STOCK
This Prospectus relates to the offering of an aggregate of 592,373 shares of
Common Stock, $.01 par value, of Benton Oil and Gas Company (the "Company"), to
be issued upon the exercise of certain stock purchase warrants (the "Warrants")
issued by the Company. The Warrants were issued to partners of the Benton Oil
and Gas Combination Partnership 1989-1, L.P., the Benton Oil and Gas Combination
Partnership 1990-1, L.P., and the Benton Oil and Gas Combination Partnership
1991-1, L.P. (collectively, the "Partnerships") in exchange for outstanding
Partnership units. This Prospectus is to be used for the offer and issuance of
shares of Common Stock upon the exercise of the Warrants (the "Shares"). The
Company will receive an aggregate of $6,599,103 upon issuance of the Shares,
assuming all Warrants are exercised. See "Use of Proceeds" and "Plan of
Distribution."
The Shares are being offered by the Company without any underwriting discounts
or commissions.
All expenses of registration of the Shares, estimated to be approximately
$14,000, shall be borne by the Company.
On January 16, 1996, the last sale price of the Company's Common Stock on
NASDAQ National Market was 12.50 per share.
SEE "RISK FACTORS" AT PAGE 7 FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Underwriting Discounts and
Price to Public(1) Company Proceeds to Company
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Per Share.................... $11.00 $0 $11.00
Total (2).................... $6,599,103 $0 $6,599,103
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(1) Represents exercise price of Warrants.
(2) Assumes that all warrants are exercised.
The date of this Prospectus is January __, 1996
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Commission. Reports, proxy statements and
other information statements filed by the Company with the Commission pursuant
to the informational requirements of the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission, at Room
1024, Judiciary Plaza Building, 450 Fifth Street, N.W., Washington, D.C. 20549,
and the following regional offices of the Commission: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, 14th Floor, Chicago, Illinois
60661. Copies of such material may be obtained at prescribed rates from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza
Building, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on Form S-4
and Form S-3 (the "Registration Statement") under the Securities Act with
respect to the Securities. This Prospectus, filed as part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement and the exhibits and schedules thereto, certain portions of which have
been omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Securities, reference is
made to the Registration Statement and to the exhibits and schedules thereto,
which may be inspected at the Commission's offices without charge or copies of
which may be obtained from the Commission upon payment of the prescribed fees.
Statements made in the Prospectus as to the contents of any contract, agreement
or document referred to 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, and each such statement is qualified in
its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, heretofore filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Exchange Act , are hereby
incorporated by reference, except as superseded or modified herein (i) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, as amended by Forms 10-K/A on May 2, 1995 and July 11, 1995; (ii) the
Company's Current Report on Form 8-K filed April 17, 1995; (iii) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; (iv) the
Company's Current Report on Form 8-K filed May 31, 1995; (v) the Company's
Registration Statement on Form 8-A filed on May 4, 1995, effective May 19, 1995;
(vi) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995; (vii) the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995; (viii) the Company's Current Report on Form 8-K filed on
January 5, 1996; (ix) the Company's Current Report on Form 8-K filed on January
12, 1996; and (x) the description of Common Stock contained in the Company's
Registration Statements and amendments filed pursuant to the Exchange Act on
March 17, 1989, May 14, 1991 and May 15, 1992.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of the offering shall be deemed to be incorporated by reference in
this Prospectus and shall be part hereof from the date of filing of such
document. Any statement contained in the documents incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.
The Company undertakes to provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the documents or
information referred to above that has been or may be incorporated by reference
in this Prospectus (excluding exhibits to such documents unless such exhibits
are specifically incorporated by reference). Requests should be directed to
Benton Oil and Gas Company, 1145 Eugenia Place, Suite 200, Carpinteria,
California 93013 (the principal executive offices of the Company), telephone
(805) 566-5600, Attn: Corporate Secretary.
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TABLE OF CONTENTS
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PAGE
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AVAILABLE INFORMATION............................................................... 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE................................... 3
PROSPECTUS SUMMARY.................................................................. 5
RISK FACTORS........................................................................ 7
THE COMPANY......................................................................... 12
USE OF PROCEEDS..................................................................... 12
PLAN OF DISTRIBUTION................................................................ 13
LEGAL MATTERS....................................................................... 13
EXPERTS............................................................................. 13
GLOSSARY............................................................................ 14
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No person has been authorized to give any information or make any representation
other than those contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or by any underwriter, agent or dealer. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities registered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof.
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PROSPECTUS SUMMARY
The following summary should be read in conjunction with, and is qualified in
its entirety by, the more detailed information and Consolidated Financial
Statements and related notes thereto appearing elsewhere in this Prospectus or
incorporated herein by reference. See the Glossary included elsewhere in this
Prospectus for definitions of certain oil and gas terms. Unless the context
otherwise requires or as otherwise specified herein, all references to the
"Company" refer to Benton Oil and Gas Company and its subsidiaries.
THE COMPANY
Benton Oil and Gas Company is primarily engaged in the development and
production of oil and gas properties. The Company's operations are focused in
the eastern region of Venezuela, the Gulf Coast region of Louisiana and the West
Siberia region of Russia. At December 31, 1994, the Company's Proved Reserves of
81.2 MMBOE consisted of 78.5 MMBbl of oil and 16.1 Bcf of natural gas. The
Company's Proved Reserves, net of production, have increased from 14.8 MMBOE at
December 31, 1990 to 81.2 MMBOE through purchases of reserves-in-place, awards
of development contracts, the acquisition of an additional equity interest in
the Company's Venezuelan subsidiaries, discoveries of oil and natural gas
reserves, extensions of existing producing fields and revisions of previously
estimated reserves. The Standardized Measure of Discounted Future Net Cash
Flows, Before Provision for Income Taxes, relating to the Company's Proved
Reserves at December 31, 1994 was approximately $336.3 million.
BUSINESS STRATEGY
The Company's business strategy is to operate in niche markets where it can
further develop existing oil and gas fields and seek new reserves in areas of
low geologic risk. The Company implements this strategy through the in-house
design and interpretation of 3-D Seismic surveys, combined with well
recompletions and exploration and development drilling. The Company believes
that because of its concentration on 3-D Seismic technology and the training and
qualifications of its management and technical team, the Company has gained
access to projects it otherwise would not have enjoyed and has a competitive
advantage in finding and developing reserves on an economic basis. The Company's
Finding Costs for its Proved Reserves from inception to December 31, 1994 were
$1.35 per BOE. The Company's estimate of Future Development Costs for its
non-producing Proved Reserves at December 31, 1994 was $1.23 per BOE, which the
Company believes continues to give it a competitive advantage in finding and
developing reserves.
In the U.S., the Company integrates 3-D Seismic technology with subsurface
geologic data from previously drilled wells. This geophysical evaluation enables
the Company to identify previously undetected reserves in existing fields.
Internationally, the Company seeks participation in projects with significant
reserve potential in areas with low geologic risk and known Proved Reserves
where, in certain situations, the company can add value by employing modern
exploration, drilling, completion and production techniques. The Company has
formed ventures with local foreign partners in an effort to reduce risk, control
costs, and facilitate local transactions. The Company continues to evaluate
joint venture opportunities with domestic and foreign partners to implement its
business strategy.
VENEZUELAN OPERATIONS
Approximately 75% of the Company's Proved Reserves are located in Eastern
Venezuela in the Uracoa, Bombal and Tucupita Fields in the South Monagas Unit.
In July 1992, the Company, together with a Venezuelan construction and
engineering company, Venezolana de Inversiones y Construcciones Clerico, C.A.
("Vinccler"), entered into an operating service agreement with Lagoven, S.A.
("Lagoven"), an affiliate of the national oil company, Petroleos de Venezuela,
S.A. ("PDVSA") to reactivate and further develop the three Venezuelan oil
fields. The Company was the first U.S. company to be awarded an oil field
development and production contract in Venezuela since that country's oil field
reactivation program was announced in 1991. Under the terms of the
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contract, Benton-Vinccler, C.A., the Company's 80% owned subsidiary
("Benton-Vinccler"), is a contractor for Lagoven. Benton-Vinccler receives an
operating fee in U.S. dollars for each Bbl of crude oil produced (subject to
periodic adjustments to reflect changes in the special energy index of the U.S.
Consumer Price Index) and will be reimbursed in U.S. dollars for its capital
expenditures, provided such operating fee and capital recovery fee cannot exceed
the maximum dollar amount per Bbl set forth in the agreement (which amount will
be periodically adjusted to reflect changes in the average of certain world
crude oil prices). For the year ended December 31, 1994, the average operating
fee received by Benton-Vinccler pursuant to the operating services agreement was
$8.52 per Bbl. The Venezuelan government maintains full ownership of all
hydrocarbons in the Fields. Production commenced in the Uracoa Field during the
second quarter of 1993. Production levels have steadily increased, due largely
to the use of modern drilling, completion and production techniques. As of the
date of this Prospectus, 45 wells in the Field are producing an aggregate of
approximately 24,000 Bbl of oil per day. Benton-Vinccler intends to completely
develop the Uracoa Field by drilling approximately 100 wells and intends to
subsequently reactivate the Bombal Field.
UNITED STATES OPERATIONS
Approximately 4% of the Company's Proved Reserves are located in the United
States. Substantially all of the Company's domestic activities are located in
the Louisiana Gulf Coast at the West Cote Blanche Bay, Rabbit Island and Belle
Isle Fields. The Company has successfully pursued acquisition and joint venture
opportunities in the United States, which have become more readily available as
major oil and gas companies continue to consolidate operations and focus
exploration and development activities outside the United States. The Company
has formed joint ventures with Texaco, Inc. ("Texaco") and Oryx Energy Company
("Oryx") in the Gulf Coast, in which the Company conducts a 3-D Seismic survey
and/or development program in exchange for an interest in a field or project
area or the right to drill future wells as a working interest partner.
The Company, Texaco and Oryx are currently producing from and further developing
the fields by using 3-D Seismic technology integrated with subsurface geologic
data from previously drilled wells. The Company has identified multiple pay
zones, including lower risk shallow and medium depth prospects and selected
higher risk exploratory prospects, in all three fields. In addition, the Company
entered into certain agreements with Tenneco Ventures Corporation ("Tenneco")
relating to certain present and future exploration and development activities in
the Gulf Coast. This relationship will facilitate increased flexibility and
diversification in the Company's operations in the region.
In March 1995, the Company and its affiliates and Tenneco sold to WRT Energy
Corporation a 43.75% working interest in the shallower depths (above
approximately 10,575 feet) in the West Cote Blanche Bay Field in Louisiana for
an aggregate purchase price of $20 million. Of this aggregate purchase price,
the Company received $14.9 million.
In January 1996, the company entered into a non-binding letter of intent with a
subsidiary of Shell Oil Company ("Shell") to sell all of the stock of Benton Oil
and Gas Company of Louisiana ("BOGLA"), its wholly-owned subsidiary. BOGLA
owns substantially all of the Company's interest in domestic oil and gas
operations.
RUSSIAN OPERATIONS
Approximately 22% of the Company's Proved Reserves are located in the North
Gubkinskoye Field in the West Siberia region of Russia. The Company's Russian
operations are conducted through GEOILBENT, Ltd. ("GEOILBENT"), a joint venture
comprised of the Company (34%), Purneftegas (33%), and Purneftegasgeologia
(33%). The Company's partners are the Russian state agencies which control
exploration, delineation, and development of oil and gas fields in this part of
the Western Siberian Basin. The joint venture, which has been registered with
the Ministry of Finance of the Russian Republic, develops, produces and markets
oil and condensate from the North Gubkinskoye Field. This Field, which has been
delineated and tested, is surrounded by other large proven fields, a number of
which are now being developed by major international oil and gas companies. In
1993, GEOILBENT completed the construction of a 37 mile crude oil pipeline from
the North Gubkinskoye Field to the Russian oil pipeline network and commenced a
multi-well drilling program in the Field. The ultimate development of the Field
is expected to involve several phases and the drilling of more than 350 wells.
Production from the Field commenced during the third quarter of 1993. As of the
date of the Prospectus, the Field is producing approximately 8,000 Bbl of oil
per day. GEOILBENT commenced exporting oil during the fourth quarter of 1993 and
its production is being sold for U.S. dollars.
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RISK FACTORS
In addition to the other information contained in this Prospectus, investors
should carefully consider the following factors in connection with an investment
in the Shares:
RISKS RELATED TO THE COMPANY
LOSSES FROM OPERATIONS
The historical financial data for the Company reflect net losses of $2,908,335
and $4,828,590 for the years ended December 31, 1992 and 1993, respectively, and
net income of $2,954,161, $1,827,660 and $6,055,975 for the year ended December
31, 1994 and the nine months ended September 30, 1994 and 1995, respectively.
The Company had total revenues of $8,622,109, $7,503,796 and $34,704,806 for the
years ended December 31, 1992, 1993 and 1994, respectively, and $21,733,123 and
$44,160267 for the nine months ended September 30, 1994 and 1995, respectively.
The decreased revenues for the year ended December 31, 1993 compared to the year
ended December 31, 1992 was due in part to the sale by the Company of certain
non-strategic oil and gas properties. During 1993, the Company made a
significant amount of capital expenditures for infra-structure, such as roads,
pipelines and 3-D seismic surveys. Such expenditures did not increase production
from the Company's oil and gas properties. However, the Company believes that
with this infra-structure complete, the Company will focus its capital
expenditures on development of its oil and gas properties, which the Company
expects to continue the trend of increased revenues from the year ended December
31, 1993 to December 31, 1994. As the Company's revenues increase, the Company
expects continued improvement to its profitability. The Company's ability to
maintain its financing arrangements, produce its oil and gas reserves and
service its debt obligations would be adversely affected by a lack of
profitability. Any improvement in profitability of the Company will be dependent
upon improvement in the development of reserves, revenues from the sale of oil
and gas reserves and oil and gas pricing, and there can be no assurance that
such improvement will occur.
FOREIGN OPERATIONS
For 1994, the Company derived approximately 78% of its consolidated oil and gas
revenues and approximately 97% of its Proved Reserves from its foreign
operations in Venezuela and Russia. As discussed herein, the Company has
entered into a non-binding letter of intent for the sale of substantially all
of its interest in its U.S. oil and gas operations. The Company's Venezuelan
and Russian operations are subject to political, economic and other
uncertainties inherent in the development of foreign properties including,
without limitation, risks of war, revolution, expropriation, cancellation,
renegotiation or modification of existing contracts, export and transportation
regulations and tariffs, taxation and royalty policies, foreign exchange
restrictions, adverse changes in currency value, international monetary
fluctuations, environmental controls and other hazards arising out of foreign
government sovereignty over certain areas in which the Company plans to conduct
operations.
The Company's operations have not been materially adversely affected to date by
political instability or the recent banking crisis in Venezuela. Similarly, to
date, the Company's operations have not been materially adversely affected by
the recent political or economic instability in Russia. However, there can be no
assurance that the Company's operations will not be materially adversely
affected by political or economic instability or burdensome taxation in the
future. The Company currently carries no insurance against political
instability. However, the Company has applied for insurance to cover the risk of
currency repatriation and inconvertibility, expropriation and interference with
operations for its Venezuelan operations with the Overseas Private Investment
Corporation ("OPIC"), an agency of the Untied States government. There can be no
assurance that the Company will be able to obtain this insurance or if it can be
obtained at a reasonable cost.
The Company has limited experience in conducting oil and gas operations in
Venezuela and Russia. The Company formed ventures with local partners in
Venezuela and Russia in an attempt to reduce some of the risks associated with
conducting operations in such countries and to facilitate local transactions.
The Company may encounter unforeseen difficulties in Venezuela and Russia,
including problems related to production and deliverability of oil and gas, and
any such difficulties could have a material adverse effect on the Company.
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Furthermore, the timing and extent of the Company's development activities in
Venezuela are subject to the approval of Lagoven and the Ministry of Energy and
Mines. There can be no assurance that the development activities proposed by
Benton-Vinccler will receive the necessary approval. In addition, pursuant to
the Articles of Incorporation/By-Laws of Benton-Vinccler, the consent of both
the Company and Vinccler is a prerequisite to certain corporate transactions and
other matters relating to Benton-Vinccler, including, without limitation, any
sale of corporate assets, any assignment or sub-contracting of the operating
service agreement with Lagoven, any change in Benton-Vinccler's corporate
capital, duration or corporate purpose, any merger between Benton-Vinccler and
another company as well as certain amendments to Benton-Vinccler's Articles of
Incorporation/By-Laws. There can be no assurance that the Company and Vinccler
will agree upon any such proposed transactions or matters.
In addition to the factors discussed above, Russia has established an export
tariff on all oil produced in and exported from Russia which, as imposed, has
the effect of reducing the potential profits to the Company and could render its
proved reserves attributable to Russia uneconomic. However, the Russian
Federation has issued or drafted various decrees and legislation under which
certain oil and gas joint ventures, including GEOILBENT, are eligible for relief
from such oil export tariff until such time as they have recovered certain of
their expenditures. GEOILBENT has received a waiver from the export tariff for
1995, and expects to apply for renewal of such waiver for 1996 and 1997.
However, there can be no assurance that any such renewals can be obtained.
Furthermore, after the waiver for 1995 was issued to GEOILBENT, a new Russian
law came into force which repeals all taxes and customs benefits previously
granted to participants in foreign economic activities, except for those granted
pursuant to certain federal laws, including the law "On Customs Tariffs." While
it is not clear whether the repeal applies to GEOILBENT's waiver for 1995,
GEOILBENT believes that its waiver should be regarded as granted pursuant to the
law "On Customs Tariffs." The legislative and regulatory environment in Russia
continues to be subject to frequent change and uncertainty.
In addition, the license which grants GEOILBENT the right to develop the North
Gubkinskoye Field sets forth required levels of oil and gas production through
the year 2000 and requires GEOILBENT to make additional royalty payments in the
event that such production levels are not achieved during any three year period.
As a result of the recent volatility in net wellhead oil prices and the export
tariff, GEOILBENT's production for 1994 was significantly lower than that
required for 1994, and, if such adverse conditions were to continue, GEOILBENT
might produce significantly less oil and gas than required under the license
during the next few years, which could result in GEOILBENT paying significantly
higher royalties under the license.
The Company will not receive distributions from GEOILBENT until it has expended
its capital requirements under the terms of the joint venture agreement. As of
the date of this Prospectus, the Company has fulfilled the $25.8 million capital
requirement under the agreement. The Company believes it will not receive any
significant distributions from GEOILBENT for several years because substantially
all of the money received by GEOILBENT from the North Gubkinskoye Field will be
reinvested to fund future development activities.
PROPERTIES UNDER DEVELOPMENT
As of December 31, 1994, approximately 79% of the Company's Proved Reserves were
undeveloped and required development activities consisting primarily of
recompletions, drilling of replacement wells and other development drilling. In
addition, approximately 3% of the Company's Proved Reserves were proved
developed behind-pipe or shut-in, requiring additional development work. As a
result, the Company will require substantial capital expenditures to develop all
of its proved reserves. At December 31, 1994, the anticipated Future Development
Costs for Proved Reserves in the United States, Venezuela and Russia were $2.0
million, $79.5 million and $25.4 million, respectively. The Company does not
currently have the capital to develop all of these reserves, and if such capital
is not available, the Company will either enter into joint ventures to develop
the projects, which will result in the Company retaining a smaller interest, or
not develop the reserves. There can be no certainty regarding the commercial
feasibility of developing these reserves, the availability of financing, or the
timing or costs associated therewith. If such capital is available, there can be
no assurance that the Company will be able to develop and produce sufficient
reserves to recover the costs expended and operate the wells profitably. In
addition, the Company may not be able to control the development activities in
fields either operated by industry partners or in which development activities
are subject to approval by its partners. If the Company and its industry
partners are not able
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to meet the financial and development obligations in these fields, the interests
in the affected properties may be sold, farmed out or forfeited.
ENGINEERS' ESTIMATES OF RESERVES AND FUTURE NET REVENUE
This Prospectus contains estimates of the Company's oil and gas reserves and the
future net revenues therefrom which have been prepared by the Company and
audited by Huddleston & Co., Inc., independent petroleum engineers. Estimates of
commercially recoverable oil and gas reserves and of the future net cash flows
derived therefrom are based upon a number of variable factors and assumptions,
such as historical production from the subject properties, comparison with other
producing properties, the assumed effects of regulation by governmental agencies
and assumptions concerning future operating costs, severance and excise taxes,
export tariffs, abandonment costs, development costs and workover and remedial
costs, all of which may vary considerably from actual results. All such
estimates are to some degree speculative, and various classifications of
reserves are only attempts to define the degree of speculation involved. For
these reasons, estimates of the commercially recoverable reserves of oil and
natural gas attributable to any particular property or group of properties, the
classification, cost and risk of recovering such reserves and estimates of the
future net cash flows expected therefrom, prepared by different engineers or by
the same engineers at different times, may vary substantially. The difficulty of
making precise estimates is accentuated by the fact that 82% of the Company's
total Proved Reserves were non-producing as of December 31, 1994. Therefore, the
Company's actual production, revenues, severance and excise taxes, export
tariffs, development expenditures, workover and remedial expenditures,
abandonment expenditures and operating expenditures with respect to its reserves
will likely vary from estimates, and such variances may be material.
In addition, actual future net cash flows will be affected by factors such as
actual production, supply and demand for oil and natural gas, availability and
capacity of gas gathering systems and pipelines, curtailments in consumption by
natural gas purchasers, changes in governmental regulations or taxation and the
impact of inflation on costs. The timing of actual future net revenue from
Proved Reserves, and thus their actual present value, can be affected by the
timing of the incurrence of expenditures in connection with development of oil
and gas properties. The 10% discount factor, which is required by the Commission
to be used to calculate present value for reporting purposes, is not necessarily
the most appropriate discount factor based on interest rates in effect from time
to time and risks associated with the oil and gas industry. Discounted present
value, no matter what discount rate is used, is materially affected by
assumptions as to the amount and timing of future production, which may and
often do prove to be inaccurate.
DEVELOPMENT OF ADDITIONAL RESERVES
The Company's future success may also depend upon its ability to find or acquire
additional oil and gas reserves that are economically recoverable. Except to the
extent that the Company conducts successful exploration or development
activities or acquires properties containing Proved Reserves, the Proved
Reserves of the Company will generally decline as reserves are produced. There
can be no assurance that the Company will be able to discover additional
commercial quantities of oil and gas, or that the Company will be able to
continue to acquire interests in underdeveloped oil and gas fields and enhance
production and reserves by conducting workovers and recompletions, drilling
replacement wells and drilling development wells, or that the Company will have
continuing success drilling productive wells and acquiring underdeveloped
properties at low finding costs.
LITIGATION
On June 13, 1994, certain partners in the Partnerships, sponsored by the
Company, filed suit against Benton in the Ventura Superior Court. The
allegations in the complaint related to the Company's operation of the
Partnerships and original sale of the Partnership Units. In an effort to resolve
the concerns raised by these partners, the Company agreed to submit the matter
to arbitration, conditioned upon the execution of a mutually satisfactory
arbitration agreement. After discussions between the Company and the agent for
the partners failed to produce a satisfactory arbitration agreement, the Company
filed an answer to the complaint. The parties have now voluntarily dismissed the
action and submitted the issues and claims to arbitration. The Company believes
that the allegations made by the partners in the arbitration are without merit
and intends to vigorously defend this action.
9
<PAGE> 10
In addition, investors in partnerships which were sponsored by a third party
have sued the Company on the theory that since it provided oil and gas drilling
prospects to those partnerships and operated substantially all of their
properties, it was responsible for alleged violations of securities laws in
connection with the offer and sale of interests, contractual breach of fiduciary
duty and fraud. The Company has entered into a settlement agreement related to
these claims, whereby the Company has placed $841,500 in an escrow account for
the benefit of the plaintiffs. The Company has agreed to pay an additional
$148,500 into the escrow account in full settlement of these claims, expected to
occur in the first quarter of 1996. All of the costs of the settlement will be
expensed in the fourth quarter of 1995.
RETENTION AND ATTRACTION OF KEY PERSONNEL
The Company depends to a large extent on the abilities and continued
participation of certain key employees, the loss of whose services could have a
material adverse effect on the Company's business. In an effort to minimize the
risk, the Company has entered into employment agreements with certain key
employees, and has purchased a $5.0 million key-man life insurance policy on the
life of A.E. Benton. There can be no assurance that the Company will be able to
attract and retain such personnel on acceptable terms and the failure to do so
could have a material adverse effect on the Company.
DIVIDEND POLICY
The Company does not currently pay cash dividends on its Common Stock and does
not anticipate paying such dividends at any time in the future.
ANTI-TAKEOVER PROVISIONS
The Delaware General Corporation Law contains certain provisions which may delay
or prevent an attempt by a third party to acquire control of the Company. In
addition, the severance provisions of employment agreements with certain members
of management could impede an attempted change of control of the Company. In
1995, the Company adopted a Shareholder Rights Plan which may delay or prevent
an attempt by a third party to acquire control of the Company.
ABILITY TO ISSUE PREFERRED STOCK
The Company may issue Preferred Stock in the future without stockholder approval
and upon such terms and conditions, and having such rights, privileges and
preferences, as the Board of Directors may determine. The rights of the holders
of Common Stock will be subject and subordinate to, and may be adversely
affected by, the rights of the holders of any Preferred Stock that may be issued
in the future. The issuance of Preferred Stock could have the effect of making
it more difficult for a third party to acquire, or discouraging a third party
from acquiring, a majority of the outstanding voting stock of the Company. The
Company has no outstanding Preferred Stock and no present plans to issue any
shares of Preferred Stock.
RISKS RELATED TO THE OIL AND GAS INDUSTRY
RISK OF OIL AND GAS OPERATIONS
The Company's operations are subject to all of the risks normally incident to
the operation and development of oil and gas properties and the drilling of oil
and gas wells, including encountering unexpected formations or pressures,
blowouts, cratering and fires, and, in horizontal wellbores, the increased risk
of mechanical failure and collapsed holes, the occurrence of any of which could
result in personal injuries, loss of life, environmental damage and other damage
to the properties of the Company or others. In addition, because the Company
acquires interests in underdeveloped oil and gas fields that have been operated
by others for many years, the Company may be liable for any damage or pollution
caused by any prior operations of such oil and gas fields. Moreover, offshore
operations are subject to a variety of operating risks peculiar to the marine
environment -- such as hurricanes or other adverse
10
<PAGE> 11
weather conditions -- to more extensive governmental regulation, including
certain regulations that may, in certain circumstances, impose absolute
liability for environmental damage, and to interruption or termination of
business activities by government authorities based upon environmental or other
considerations. In accordance with customary industry practice, the Company is
not fully insured against these risks, nor are all such risks insurable.
Accordingly, there can be no assurance that such insurance as the Company does
maintain will be adequate to cover any losses or exposure for liability.
CURRENT OIL AND GAS INDUSTRY CONDITIONS
Historically, the markets for oil and natural gas have been volatile and are
likely to continue to be volatile in the future. Prices for oil and natural gas
are subject to wide fluctuation in response to relatively minor changes in
supply of and demand for oil and natural gas, market uncertainty and a variety
of additional factors that are beyond the control of the Company. These factors
include political conditions in the Middle East, the foreign supply of oil and
natural gas, the price of foreign imports, the level of consumer product demand,
weather conditions, domestic and foreign government regulations, the price and
availability of alternative fuels and overall economic conditions. Lower oil and
natural gas prices also may reduce the amount of the Company's oil and natural
gas that is economic to produce. In addition, the marketability of the Company's
production depends upon the availability and capacity of gas gathering systems
and pipelines.
GOVERNMENT REGULATION; ENVIRONMENTAL RISKS
The Company's business is regulated by certain federal, state, local and foreign
laws and regulations relating to the development, production, marketing and
transmission of oil and gas, as well as environmental and safety matters. There
can be no assurance that laws and regulations enacted in the future will not
adversely affect the Company's exploration for, or the production and marketing
of, oil and gas.
Oil and gas operations are subject to extensive foreign, federal, state and
local laws regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment. Numerous governmental
departments issue rules and regulations to implement and enforce such laws which
are often difficult and costly to comply with and which carry substantial
penalties for failure to comply. The regulatory burden on the oil and gas
industry increases its cost of doing business and consequently affects its
profitability. These laws, rules and regulations affect the operations of the
Company. Compliance with environmental requirements generally could have a
material adverse effect upon the capital expenditures, earnings or competitive
position of the Company.
COMPETITION
The oil and gas exploration and production business is highly competitive. A
large number of companies and individuals engage in the drilling for oil and
gas, and there is a high degree of competition for desirable oil and gas
properties suitable for drilling and for materials and third-party services
essential for their exploration and development. Many of the Company's
competitors have greater financial and other resources than does the Company.
11
<PAGE> 12
THE COMPANY
The Company is primarily engaged in the development and production of oil and
gas properties. The Company's operations are focused in the eastern region of
Venezuela, the Gulf Coast region of Louisiana and the West Siberia region of
Russia. At December 31, 1994, the Company's proved reserves of 81.2 MMBOE
consisted of 78.5 MMBbl of oil and 16.1 Bcf of natural gas. The Company's proved
reserves, net of production, have increased form 14.8 MMBOE at December 31, 1990
to 81.2 MMBOE through purchases of reserves-in-place, awards of development
contracts, discoveries of oil and natural gas reserves, extensions of existing
producing fields and revisions of previously estimated reserves. The
standardized measure of discounted future net cash flows, before provision of
income taxes, relating to the Company's proved reserves at December 31, 1994 was
approximately $336.3 million.
The Company was incorporated in Delaware in September 1988 and operates
principally through its wholly-owned subsidiary Benton Oil and Gas Company of
Louisiana and its 80% owned subsidiary Benton-Vinccler in Venezuela. The
Company's Russian operations are conducted through GEOILBENT, which is only 34%
owned by the Company. The Company's principal executive offices are located at
1145 Eugenia Place, Suite 200, Carpinteria, California 93013, and its telephone
number is (805) 566-5600.
- -----------------------------------------------
BENTON OIL
--------------
AND GAS COMPANY |
- ----------------------------------------------- |
| | |
80% 100% 34%
Owned Subsidiary Owned Subsidiary Owned Joint Venture
| | |
- --------------------- -------------------- -------------------
Benton-Vinccler, C.A. Benton Oil and Gas GEOILBENT, Ltd.
Company of Louisiana Joint Venture
- --------------------- -------------------- -------------------
In January 1996, the Company entered into a non-binding letter of intent to
sell all of the stock of Benton Oil and Gas Company of Louisiana to a
subsidiary of Shell.
USE OF PROCEEDS
Assuming all of the Warrants are exercised, the Company will receive a total of
$6,549,103, which it will use for working capital purposes.
DESCRIPTION OF WARRANTS
The Warrants were issued pursuant to a Warrant Agreement dated January 18,
1996. The Warrants provide the holders thereof with the right to purchase
shares of Common Stock at an exercise price of $11.00 per share. The Warrants
expire, if not earlier exercised, on January 18, 1999. Pursuant to the Warrant
Agreement, an aggregate of 592,373 shares of Common Stock may be issued by the
Company, assuming the exercise of all Warrants by the holders thereof.
12
<PAGE> 13
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Company upon exercise of the
Warrants by the holders thereof, prior to expiration of the Warrants. All
expenses of registration of the Shares, estimated to be approximately $14,000,
shall be borne by the Company.
The Company has agreed to maintain the effectiveness of the Registration
Statement of which this Prospectus is a part until the Shares registered have
been issued or until such time as the Warrants expire pursuant to the terms of
the Warrant Agreement, whichever shall first occur.
LEGAL MATTERS
The legality of the securities offered hereby is being passed upon by Emens,
Kegler, Brown, Hill & Ritter Co., L.P.A., Columbus, Ohio.
EXPERTS
The financial statements of the Company as of December 31, 1993 and 1994 and for
each of the three years in the period ended December 31, 1994 incorporated into
this Prospectus by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated by reference in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
The information appearing herein or incorporated herein by reference with
respect to proved oil and gas reserves of the Company at December 31, 1993 and
1994, to the extent stated herein or incorporated herein by reference, was
estimated by the Company and audited by Huddleston & Co., Inc., independent
engineers, and is included herein or incorporated herein by reference on the
authority of such firm as experts in petroleum engineering.
13
<PAGE> 14
GLOSSARY
When the following terms are used in the text they have the meanings indicated.
MCF. "Mcf" means thousand cubic feet. "MMcf" means million cubic feet. "Bcf"
means billion cubic feet. "Tcf" means trillion cubic feet.
BBL. "Bbl" means barrel. "MBbl" means thousand barrels. "MMBbl" means million
barrels. "BBbl" means billion barrels.
BOE. "BOE" means barrels of oil equivalent, which are determined using the ratio
of one barrel of crude oil, condensate or natural gas liquids to six Mcf of
natural gas so that six Mcf of natural gas is referred to as one barrel of oil
equivalent or "BOE." "MBOE" means thousands of barrels of oil equivalent.
"MMBOE" means millions of barrels of oil equivalent.
CAPITAL EXPENDITURES. "Capital Expenditures" means costs associated with
exploratory and development drilling (including exploratory dry holes);
leasehold acquisitions; seismic data acquisitions; geological, geophysical and
land-related overhead expenditures; delay rentals; producing property
acquisitions; and other miscellaneous capital expenditures.
COMPLETION COSTS. "Completion Costs" means, as to any well, all those costs
incurred after the decision to complete the well as a producing well. Generally,
these costs include all costs, liabilities and expenses, whether tangible or
intangible, necessary to complete a well and bring it into production, including
installation of service equipment, tanks, and other materials necessary to
enable the well to deliver production.
DEVELOPMENT WELL. A "Development Well" is a well drilled as an additional well
to the same reservoir as other producing wells on a lease, or drilled on an
offset lease not more than one location away from a well producing from the same
reservoir.
EXPLORATORY WELL. An "Exploratory Well" is a well drilled in search of a new and
as yet undiscovered pool of oil or gas, or to extend the limits of a field under
development.
FINDING COST. "Finding Cost," expressed in dollars per BOE, is calculated by
dividing the amount of total capital expenditures incurred related to
acquisitions, exploration and development costs (reduced by proceeds from any
sale of oil and gas properties) by the amount of total net reserves added or
reduced as a result of property acquisitions and sales, drilling activities and
reserve revisions during the same period.
FUTURE DEVELOPMENT COST. "Future Development Cost" of proved non-producing
reserves, expressed in dollars per BOE, is calculated by dividing the amount of
future capital expenditures related to development properties by the amount of
total proved non-producing reserves associated with such activities.
GROSS ACRES OR WELLS "Gross Acres or Wells" are the total acres or wells, as the
case may be, in which an entity has an interest, either directly or through an
affiliate.
LIFTING COSTS. "Lifting Costs" are the expenses of lifting oil from a producing
formation to the surface, consisting of the costs incurred to operate and
maintain wells and related equipment and facilities, including labor cots,
repair and maintenance, supplies, insurance, production, severance and windfall
profit taxes.
MMBTU. "MMBtu" means one million British thermal units. A British thermal unit
is the amount of heat needed to raise the temperature of one pound of water one
degree Fahrenheit.
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<PAGE> 15
NET ACRES OR WELLS. A party's "Net Acres" or "Net Wells" are calculated by
multiplying the number of gross acres or gross wells in which that party has an
interest by the fractional interest of the party in each such acre or well.
OIL AND GAS LEASE. An "Oil and Gas Lease" is an agreement whereby the grantee
receives for a period of time the full or partial interest in oil and gas
properties, oil and gas mineral rights, fee rights, or other rights of the
grantor granting the grantee the right to drill for, produce and sell oil and
gas upon payment of rentals, bonuses and/or royalties. Oil and Gas Leases are
generally acquired from private landowners and federal and state governments.
PRODUCING PROPERTIES OR RESERVES. "Producing Reserves" are Proved Developed
Reserves expected to be produced from existing completion intervals now open for
production in existing wells. "Producing Properties" are properties to which
Producing Reserves have been assigned by an independent petroleum engineer.
PROVED DEVELOPED BEHIND-PIPE RESERVES. "Proved Developed Behind-Pipe Reserves"
are reserves contained in geological formations through which an existing well
has been drilled but from which the well has not yet produced. The reserves are
said to be "behind pipe" because the oil and gas are sealed out of the well bore
by the casing leading to the existing completion interval. Behind-Pipe Reserves
are classified as Proved Developed only if the cost of completing the well for
production of such reserves is relatively small compared to the cost of a new
well.
PROVED DEVELOPED RESERVES. "Proved Developed Reserves" are Proved Reserves which
can be expected to be recovered through existing wells with existing equipment
and operating methods.
PROVED RESERVES. "Proved Reserves" are the estimated quantities of crude oil,
natural gas and natural gas liquids which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years known
oil and gas reservoirs under existing economic and operating conditions, that
is, on the basis of prices and costs as of the date the estimate is made and any
price changes provided for by existing conditions.
PROVED UNDEVELOPED RESERVES. "Proved Undeveloped Reserves" are Proved Reserves
which can be expected to be recovered from new wells on undrilled acreage, or
from existing wells where a relatively major expenditure is required for
recompletion.
RESERVES. "Reserves" means crude oil and natural gas, condensate and natural gas
liquids, which are net of leasehold burdens, are stated on a net revenue
interest basis, and are found to be commercially recoverable.
ROYALTY INTEREST. A "Royalty Interest" is an interest in oil and gas property
entitling the owner to a share of oil and gas production (or the proceeds of the
sale thereof) free of the costs of production.
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS, BEFORE PROVISION FOR
INCOME TAXES. The "Standardized Measure of Discounted Future Net Cash Flows,
Before Provision for Income Taxes" is a method of determining the present value
of Proved Reserves. Future net revenues from Proved Reserves are estimated
assuming that oil and gas prices and production and development costs remain
constant. The resulting stream of revenues, before provision for income taxes,
is then discounted at the rate of 10% per year to obtain a present value.
3-D SEISMIC. "3-D Seismic" is the method by which a three dimensional image of
the earth's subsurface is created through the interpretation of aerially
collected seismic data. 3-D surveys allow for a more detailed understanding of
the subsurface than do conventional surveys and contribute significantly to
field appraisal, development and production.
UNDEVELOPED ACREAGE. "Undeveloped Acreage" is oil and gas acreage (including, in
applicable instances, rights in one or more horizons which may be penetrated by
existing wellbores, but which have not been tested) to which Proved Reserves
have not been assigned by independent petroleum engineers.
WORKING INTEREST. A "Working Interest" is the operating interest under an Oil
and Gas Lease which gives the owner the right to drill, produce and conduct
operating activities on the property and a share of production, subject
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<PAGE> 16
to all royalties, overriding royalties and other burdens and to all costs of
exploration, development and operations and all risks in connection therewith.
In this Prospectus, natural gas volumes are stated at the legal pressure base of
the state or area in which the reserves are located at 60 degrees Fahrenheit.
16
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered (other than underwriting
discounts) are estimated to be as follows:
<TABLE>
<S> <C>
SEC filing fee $ N/A
Printing and engraving 2,000
Accounting fees and expenses 2,000
Legal fees and expenses 7,000
Miscellaneous 3,000
Total $14,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under provisions of the Certificate of Incorporation and Bylaws of the Company,
each person who is or was a director or officer of the Company shall be
indemnified by the Company as a matter of right to the full extent permitted or
authorized by law. The effects of the Certificate of Incorporation, Bylaws and
General Corporation Law of Delaware may be summarized as follows:
(a) Under Delaware law, to the extent that such a person is
successful on the merits in defense of a suit or proceeding brought against him
by reason of the fact that he is a director or officer of the Company, he shall
be indemnified against expenses (including attorneys' fees) reasonably incurred
in connection with such action.
(b) If unsuccessful in defense of a third-party civil suit or
criminal suit, or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the Company, and with respect to any criminal action, had no reasonable cause
to believe his conduct was unlawful.
(c) If unsuccessful in defense of a suit brought by or in the
right of the Company, or if such suit is settled, such a person shall be
indemnified under such law only against expenses (including attorneys' fees)
incurred in the defense or settlement of such suit if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company except that if such person is adjudged to be liable in
a suit in the performance of his duty to the Company, he cannot be made whole
even for expenses unless the court determines that he is fairly and reasonably
entitled to indemnity for such expenses.
(d) The Company may not indemnify a person in respect of a
proceeding described in (b) or (c) above unless it is determined that
indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following: (i) the Board of Directors, by
a majority vote of a quorum consisting of directors not at the time parties to
the proceeding, (ii) if quorum of directors not parties to the proceeding cannot
be obtained, or, if obtainable but the quorum so directs, by independent legal
counsel selected by the Board of Directors or the committee thereof; or (iii) by
the stockholders.
II-1
<PAGE> 18
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<S> <C>
4.1 Form of Warrant Agreement (included as exhibit with
the initial filing of this Registration Statement on
Form S-4, Registration Number 33-61299).
5.1 Opinion of Emens, Kegler, Brown, Hill & Ritter Co.,
L.P.A. regarding validity of the Securities
(included as exhibit with the initial filing of this
Registration Statement on Form S-4, Registration
Number 33-61299).
23.1 Consent of Deloitte & Touche LLP (included on page II-5).
23.2 Consent of Emens, Kegler, Brown, Hill & Ritter Co.,
L.P.A. (included in Exhibit 5.1)
23.4 Consent of Huddleston & Co., Inc. (filed previously with
this Registration Statement)
24.1 Power of Attorney (filed previously with this Registration
Statement)
</TABLE>
- ---------------------------
(b) Financial Statements Schedules.
All schedules have been omitted because the required information is not
significant, or is included in the financial statements or the notes thereto or
is not applicable.
ITEM 17. UNDERTAKING
(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;
(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 Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of the 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 the effective 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 (a) (1) (i) and (a) (1) (ii) do not apply if
the information to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to Section
II-2
<PAGE> 19
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the Registration
Statement.
(2) that, for the purpose of determining any liability
under the Securities Act, 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
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) 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 described under Item 15, 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 Securities Act of 1933 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 the controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(c) 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities 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.
II-3
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Carpinteria, State of California, on the 30th day of December, 1995.
BENTON OIL AND GAS COMPANY
By: /s/ A.E. Benton
-------------------------------------
A.E. Benton, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to the Registration Statement has been signed on
December 30, 1995 by the following persons in the capacities indicated:
<TABLE>
<S> <C>
/s/ A.E. BENTON President, Chief Executive Officer and Director
- --------------------------------------------
A.E. Benton
/s/ DAVID H. PRATT Vice President -- Finance, Principal Financial Officer
- --------------------------------------------
David H. Pratt
/s/ CHRIS C. HICKOK Vice President -- Principal Accounting Officer
- --------------------------------------------
Chris C. Hickok
/s/ BRUCE M. MCINTYRE Director
- --------------------------------------------
Bruce M. McIntyre
/s/ MICHAEL B. WRAY Director
- --------------------------------------------
Michael B. Wray
/s/ WILLIAM H. GUMMA Director
- --------------------------------------------
William H. Gumma
/s/ RICHARD W. FETZNER Director
- --------------------------------------------
Richard W. Fetzner
</TABLE>
II-4
<PAGE> 21
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference into this Post Effective Amendment
No. 1 to Registration Statement No. 33-61299 of Benton Oil and Gas Company on
Form S-3 of our report dated March 31, 1995 appearing in the annual report
on Form 10-K of Benton Oil and Gas Company for the year ended December 31,
1994, and to the reference to our firm under the caption "Experts" in the
Prospectus, which forms a part of this Registration Statement.
DELOITTE & TOUCHE LLP
Los Angeles, California
January 10, 1996
II-5
