Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SNYDER OIL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 75-2306158
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
777 MAIN STREET PETER E. LORENZEN
FORT WORTH, TEXAS 76102 777 MAIN STREET
(817) 338-4043 FORT WORTH, TEXAS 76102
(ADDRESS, INCLUDING ZIP CODE, AND (817) 882-5905
TELEPHONE NUMBER, INCLUDING AREA (NAME, ADDRESS, INCLUDING ZIP
CODE, OF REGISTRANT'S PRINCIPAL CODE AND TELEPHONE NUMBER,
EXECUTIVE OFFICES) INCLUDING AREA CODE, OF AGENT
FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Unit(1) Price (1) Fee (2)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C>
Common Stock
(par value
$.01 per share) 399,202 shares $9.8125 $3,917,170 $1,351
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(c), the registration fee has been calculated on the
basis of the average of the high and low prices per share of the Common
Stock on August 7, 1996 as reported by the consolidated reporting
system of the New York Stock Exchange.
</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>
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 AUGUST 9, 1996
PROSPECTUS
399,202 SHARES
SNYDER OIL CORPORATION
COMMON STOCK
All the 399,202 shares of Common Stock, par value $0.01 per share
("Common Stock"), of Snyder Oil Corporation, a Delaware corporation (the
"Company"), are offered by the selling stockholders (the "Selling
Stockholders"). See "Selling Stockholders." The Company will not receive any of
the proceeds from the sale of Common Stock by the Selling Stockholders.
It is expected that sales made pursuant to this Prospectus will be
effected from time to time in transactions on the New York Stock Exchange, or
other exchanges to which shares of the Company's Common Stock may be admitted
for trading privileges or in the over-the-counter market or through underwriters
or agents or otherwise at market prices obtainable at the time of sale or
otherwise in privately negotiated transactions at prices determined by
negotiation. See "Plan of Distribution." On August 8, 1996, the last reported
sale price for the Company's Common Stock on the New York Stock Exchange was
$9.75 per share.
Any broker-dealers who participate in a sale of shares of the Common
Stock may be deemed to be "underwriters" as defined in the Securities Act of
1933, as amended (the "Securities Act"), and any commissions received by them,
and proceeds of any such sale as principals, may be deemed to be underwriting
discounts and commissions under the Act.
All expenses incurred in connection with the registration of the shares
of Common Stock being offered hereby will be borne by the Company.
SEE "RISK FACTORS" AT PAGE 3 FOR CERTAIN CONSIDERATIONS RELEVANT TO AN
INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
------------
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.
------------
The date of this Prospectus is August __, 1996.
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<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments, the
"Registration Statement") on Form S-3 under the Securities Act with respect to
the Common Stock offered hereby. This Prospectus, filed as a part of that
Registration Statement, does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. In addition, certain documents
filed by the Company with the Commission have been incorporated by reference.
See "Incorporation of Certain Information by Reference." For further information
regarding the Company and the Common Stock offered hereby, reference is made to
the Registration Statement, including the exhibits and schedules thereto and the
documents incorporated therein by reference. The Company is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith, files reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549; and at the regional offices of the Commission at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and at 7 World Trade Center, New York, New York 10048.
Copies of such materials can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Reports, proxy statements and other information concerning the
Company can also be inspected and copied at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. The Common Stock of the
Company is listed on the New York Stock Exchange.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) The Company's Current Reports on Form 8-K dated January 29, 1996 and
May 17, 1996, as amended by Form 8K/A dated May 17, 1996; and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated April 4, 1990.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, after the date of this Prospectus and prior to the
termination of the offering of the securities offered by this Prospectus, shall
be deemed to be incorporated by reference in this Prospectus and be a part
hereof from the date of filing of such documents. Any statements contained in a
document incorporated or deemed to be incorporated by reference in this
Prospectus 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, modifies or replaces such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified,
to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon 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 information that this Prospectus
incorporates. Written and oral requests for such copies should be addressed to
Snyder Oil Corporation, 1625 Broadway, Suite 2200, Denver, Colorado 80202,
Attention: Investor Relations, telephone (303) 592-8638, or to the Company's
principal executive offices, 777 Main Street, Fort Worth, Texas, 76102,
Telephone (817) 338-4043.
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<PAGE>
RISK FACTORS
VOLATILITY OF OIL AND NATURAL GAS PRICES
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
the supply of and demand for oil and natural gas, market uncertainty and a
variety of additional factors that will be beyond the control of the Company.
These factors include the level of consumer product demand, weather conditions,
domestic and foreign governmental regulations, the price and availability of
alternative fuels, political conditions in the Middle East, the foreign supply
of oil and natural gas, the price of foreign imports and overall economic
conditions. It is impossible to predict future oil and natural gas price
movements with any certainty. Declines in oil and natural gas prices have and
may continue to adversely affect the Company's financial condition, liquidity
and results of operations. Lower oil and natural gas prices also may reduce the
amount of the Company's oil and natural gas that can be produced economically.
ECONOMIC RISKS OF OIL AND NATURAL GAS OPERATIONS
The Company's oil and natural gas operations will be subject to the
economic risks typically associated with development, production and exploration
activities, including the necessity of significant expenditures to locate and
acquire producing properties and to drill wells. In conducting development and
exploration activities, the Company may drill unsuccessful wells and experience
losses. In the event that oil or natural gas is discovered, there is no
assurance that such oil or natural gas can be economically produced or
satisfactorily marketed. The presence of unanticipated pressure or
irregularities in formations, miscalculations or accidents may cause the
Company's development, production or exploration activities to be unsuccessful,
resulting in a total loss of the Company's investment in such activities.
Consequently, the Company's actual future production may be substantially
affected by factors beyond the Company's control.
REPLACEMENT OF RESERVES AND AVAILABILITY OF CAPITAL
In general, the volume of production from oil and natural gas properties
declines as reserves are depleted. Except to the extent the Company acquires
properties containing proved reserves or conducts successful development and
exploration activities, or both, the proved reserves of the Company will decline
as reserves are produced. The Company's future oil and natural gas production
is, therefore, highly dependent upon its level of success in finding or
acquiring additional reserves at attractive rates of return. The business of
exploring for, developing or acquiring reserves is capital intensive. To the
extent cash flow from operations is reduced and external sources of capital
become limited, the Company's ability to make the necessary capital investment
to maintain or expand its asset base of oil and natural gas reserves would be
impaired. Since January 1, 1995, the Company has sold a number of properties in
non-core areas and its Wattenberg area gas facilities and reduced its senior
debt from $216 million at year end 1994 to approximately $156 million at March
31, 1996. In May, 1996 the Company consolidated its Wattenberg oil and gas
operations with Gerrity Oil & Gas Corporation ("Gerrity") to form Patina Oil &
Gas Corporation ("Patina"), a publicly traded 70%-owned subsidiary of the
Company. As part of this transaction, Patina assumed $75 million of the
Company's senior debt. However, because Patina is consolidated in the Company's
consolidated financial statements, the Company's reported consolidated senior
debt increased to approximately $175.3 at June 30, 1996. As of that date,
consolidated senior debt included approximately $59 million of parent company
debt and approximately $116.3 of Patina's debt. Patina's debt is non-recourse to
the Company. Although the Patina transaction will result in increased
consolidated net cash provided by operations, cash generated by Patina will be
retained by it and will not be available to fund the Company's other operations.
The Company believes the recent reduction in its senior debt, together
with the modest level of capital expenditures expected in the current price
environment, affords the Company the financial flexibility to fund its capital
expenditures and to pursue acquisition opportunities. However, continued
decreases in product prices could impair the Company's ability to fund future
capital projects. In addition, there can be no assurance that the Company's
future development, acquisition and exploration activities will result in the
addition of the anticipated proved reserves or that the Company will be able to
drill productive wells on an economically attractive basis.
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<PAGE>
OPERATING RISKS OF OIL AND NATURAL GAS OPERATIONS
The oil and natural gas business involves certain operating hazards such
as well blowouts, cratering, explosions, uncontrollable flows of oil, natural
gas or well fluids, fires, formations with abnormal pressures, pollution,
releases of toxic gas and other environmental hazards and risks, any of which
could result in substantial losses to the Company. In addition, the Company may
be liable for environmental damages cause by previous owners of property
purchased by the Company. As a result, substantial liabilities to third parties
or governmental entities may be incurred, the payment of which could reduce or
eliminate the funds available for development, acquisitions or exploration, or
result in the loss of the Company's properties. In accordance with customary
industry practices, the Company maintains insurance against some, but not all,
of such risks and losses. The occurrence of such an event not fully covered by
insurance could have a material adverse effect on the financial condition and
results of operations of the Company.
UNCERTAINTY OF RESERVE ESTIMATES
There are numerous uncertainties inherent in estimating oil and natural
gas reserves and their estimated values, including many factors beyond the
control of the producer. The reserve data incorporated by reference in this
Prospectus represents only estimates. Reserve engineering is a subjective
process of estimating underground accumulations of oil and natural gas that
cannot be measured in an exact manner. The accuracy of any reserve estimate is a
function of the quality of available data and of engineering and geological
interpretation and judgment. As a result, estimates of different engineers,
including those used by the Company, may vary.
COMPETITION
The oil and gas industry is highly competitive. The Company will compete
for the acquisition of oil and natural gas properties with numerous entities,
including major oil companies, other independent oil and gas concerns and
individual producers and operators. Many of these competitors have financial and
other resources substantially greater than those of the Company.
GOVERNMENT REGULATION
The Company's business will be regulated by certain local, state and
federal laws and regulations relating to the exploration for and the
development, production, marketing, pricing, transportation and storage of, oil
and natural gas. The Company's business will also be subject to extensive and
changing environmental and safety laws and regulation governing the discharge of
materials into the environment or otherwise relating to environmental
protection. There can be no assurance that present or future regulation will not
adversely affect the operations of the Company.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. See "Selling Stockholders."
SELLING STOCKHOLDERS
This Prospectus covers the registration of an aggregate of up to 399,202
shares of Common Stock of the Company to be sold by the persons set forth below
(the "Selling Stockholders").
The table below sets forth the number and percentage of outstanding
shares of Common Stock of the Company beneficially owned by each of the Selling
Stockholders (including the shares of Common Stock registered hereby) and the
number of shares of the Company's Common Stock registered hereby for the account
of the Selling Stockholders. Assuming the sale of all the shares of Common Stock
registered hereby, none of the Selling Stockholders will own any shares of the
Common Stock after the completion of this offering.
4
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP SHARES
PRIOR TO OFFERING REGISTERED
AND BEING
SELLING STOCKHOLDER SHARES OFFERED
------------------- -------------------- ----------
<S> <C> <C>
The John Hancock Mutual Life Insurance
Company 343,121 343,121
Randi Metz Odom 11,216 11,216
Andrew J. Metz 11,216 11,216
Don A. Metz 11,216 11,216
Douglas A. Metz 11,216 11,216
Derek A. Metz 11,217 11,217
</TABLE>
RandiMetz Odom, Andrew J. Metz, Don A. Metz, Douglas A. Metz and Derek A. Metz
are children of Clyde T. Metz. Until his retirement on July 1, 1996, Mr. Metz
was President and a director of DelMar Petroleum, Inc. ("DelMar"), a subsidiary
of the Company, a position he held since prior to the acquisition of a majority
of the shares of common stock of DelMar by the Company in September 1994.
PLAN OF DISTRIBUTION
Any distribution hereunder of the Common Stock by the Selling
Stockholders may be effected from time to time in one or more of the following
transactions: (a) to underwriters who will acquire the Common Stock for their
own account and resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale (any public offering price and any discount or concessions
allowed or reallowed or paid to dealers may be changed from time to time), (b)
through brokers, acting as principal or agent, in transactions (which may
involve block transactions) on the New York Stock Exchange or other exchanges on
which shares of the Company's Common Stock may be admitted for trading
privileges, in special offerings, exchange distributions pursuant to the rules
of the applicable exchanges or in the over-the-counter market, or otherwise, at
market prices obtainable at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices or (c)
directly or through brokers or agents in private sales at negotiated prices, or
by any other legally available means.
Any such underwriters, brokers, dealers or agents, upon effecting the
sale of the Common Stock, may be deemed "underwriters" as that term is defined
by the Securities Act.
Underwriters participating in any offering made pursuant to this
Prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions, and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating in
such transactions may receive brokerage or agent's commissions or fees.
At the same time a particular offering of Common Stock is made
hereunder, to the extent required by law, a Prospectus Supplement will be
distributed which will set forth the amount of Common Stock being offered and
the terms of the offering, including the purchase price or public offering
price, the name or names of any underwriters, dealers or agents, the purchase
price paid by any underwriter for Common Stock purchased from the Selling
Stockholders, any discounts, commissions and other items constituting
compensation from the Selling Stockholders and any discounts, commissions or
concessions allowed or reallowed or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold hereunder in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Common Stock may not be sold hereunder unless it has been registered
or qualified for sale in such state or an exemption from registration or
qualification is available and complied with.
Pursuant to Registration Rights Agreements, each dated as of June 17, 1996,
between the Company and The John Hancock Mutual Life Insurance Company and Clyde
T. Metz, Trustee (assignor of Randi Metz Odom, Andrew J. Metz, Don A. Metz,
Douglas A. Metz and Derek A. Metz), the Company has agreed to indemnify the
Selling Stockholders against certain liabilities, including liabilities arising
under the Securities Act, and the Selling Stockholders have agreed to indemnify
the Company, its directors, each of its officers who has signed the Registration
Statement of which this Prospectus is a part, and each person who controls the
Company, against certain liabilities, including liabilities arising under the
5
<PAGE>
Securities Act. In addition, the Selling Stockholders have agreed in the
Registration Rights Agreements not to sell any Common Stock hereunder
duringcertain "black out" periods not to exceed 135 days following notice from
the Company (i) of its intent to proceed with a financing and that it has been
advised by a recognized investment banking firm that the sale of Common Stock by
the Selling Stockholders under this Registration Statement would adversely
affect the Company's financing; or (ii) that such sale would require disclosure
of material information that the Company has a bona fide business purpose for
preserving as confidential as a result of a pending merger, consolidation,
acquisition, disposition or other material development involving the Company.
LEGAL MATTERS
The validity of the shares of Common Stock offered by this Prospectus
and certain other legal matters will be passed upon for the Company by Peter E.
Lorenzen, Esq., Vice President-General Counsel of the Company. Mr. Lorenzen owns
10,000 shares of Common Stock and holds options to purchase 89,700 shares of
Common Stock.
EXPERTS
The audited financial statements and schedules of the Company incorporated
in this Prospectus by reference have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing in giving said reports.
The audited financial statements of Gerrity at December 31, 1994 and 1995
and for the two years then ended incorporated in this Prospectus by reference
have been audited by Arthur Andersen LLP, independent public accounts, as
indicated in their report with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
The Gerrity consolidated financial statements for the year ended December
31, 1993 incorporated in this Prospectus by reference have been audited by
Coopers & Lybrand, independent accountants, as stated in their report,
incorporated herein by reference. The consolidated financial statements audited
by Coopers & Lybrand have been incorporated herein by reference in reliance upon
the reports of Coopers & Lybrand, independent accountants, upon the authority of
such firm as experts in accounting and auditing.
The information incorporated in this Prospectus by reference regarding
proved reserves and related future net revenues and the present value thereof is
derived, as and to the extent described therein, from reserve reports and
reserve report audits prepared by Netherland, Sewell & Associates, Inc., and
Ryder Scott Petroleum Engineers, independent oil and gas consultants, and, to
such extent, are incorporated by reference in reliance upon the authority of
such firms as experts with respect to the matters contained in such reports and
audits.
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<PAGE>
SNYDER OIL CORPORATION
---------------
399,202 SHARES
COMMON STOCK
---------------
PROSPECTUS
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, OR INCORPORATED HEREIN BY REFERENCE, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER
THAN THE COMMON STOCK TO WHICH IT RELATES OR AN OFFER TO SELL OR SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION TO SUCH JURISDICTION.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
All capitalized terms used and not defined in Part II of this
Registration Statement shall have the meanings assigned to them in the
Prospectus which forms a part of this Registration Statement.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of fees and expenses payable in
connection with the issuance and distribution of the Common Stock:
Registration $ 1,351
Miscellaneous Fees and Expenses 1,000
--------
Total $ 2,351
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated in Delaware. Under Section 145 of the
Delaware General Corporation Law ("DGCL"), a Delaware corporation has the power,
under specified circumstances, to indemnify its directors, officers, employees
and agents in connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of the fact that
they were or are such directors, officers, employees or agents, against expenses
and liabilities incurred in any such action, suit or proceeding so long as they
acted in good faith and in a manner that they reasonably believed to be in, or
not opposed to, the best interests of such corporation, and with respect to any
criminal action, that they had no reasonable cause to believe their conduct was
unlawful. With respect to suits by or in the right of such corporation, however,
indemnification is generally limited to attorneys' fees and other expenses and
is not available if such person is adjudged to be liable to such corporation
unless the court determines that indemnification is appropriate. A Delaware
corporation also has the power to purchase and maintain insurance for such
persons. Article Ninth of the Certificate of Incorporation of the Registrant
provides for mandatory indemnification of directors and officers to the fullest
extent permitted by Section 145 of the DGCL. Reference is made to the
Certificate of Incorporation of the Registrant.
Reference is also made to the indemnification provisions of the
Registration Rights Agreements, the forms of which have been filed as Exhibits
99.1 and 99.2 hereto, under which the Selling Stockholders have agreed to
indemnify the Registrant, its directors and officers and certain other persons
against liabilities, including liabilities under the Securities Act, with
respect to information furnished in writing to the Registrant for use in this
Registration Statement.
The Registrant has entered into indemnification agreements with each of
its officers and directors and may in the future enter into such indemnification
agreements with its directors, officers, employees and agents. Such
indemnification agreements are intended to provide a contractual right to
indemnification, to the extent permitted by law, for costs, expenses (including
attorneys' fees and disbursements), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by the person to be indemnified
in connection with any proceeding (including, to the extent permitted by law,
any derivative action) to which they are, or are threatened to be made, a party
by reason of their status or decisions or actions in such positions. Such
indemnification agreements do not change the basic legal standards for
indemnification set forth in DGCL or the Certificate of Incorporation of the
Registrant. Such provisions are intended to be in furtherance, and not in
limitation of, the general right to indemnification provided in the certificate
of incorporation and Bylaws of the Registrant.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
may not eliminate or limit the liability of a director (i) for any breach of the
directors' duty of 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 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit. Article Tenth of the Registrant's Certificate of Incorporation
contains such a provision.
II - 1
<PAGE>
The above discussion of the Registrant's Certificate of Incorporation
and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and
is qualified in its entirety by such Certificate of Incorporation and statutes.
ITEM 16. EXHIBITS.
4.1.1 - Certificate of Incorporation of Registrant-incorporated by
reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-33455).
4.1.2 - Certificate of Amendment to Certificate of Incorporation of
Registrant filed February 9,1990-incorporated by reference
from Exhibit 3.1.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-33455).
4.1.3 - Certificate of Amendment to Certificate of Incorporation of
Registrant filed May 22, 1991-incorporated by reference from
Exhibit 3.1.2 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-43106).
4.1.4 - Certificate of Amendment to Certificate of Incorporation of
Registrant filed May 24, 1993-incorporated by reference from
Exhibit 3.1.5 to the Registrant's Form 10-Q for the quarter
ended June 30, 1993 (File No. 1- 10509).
4.2 - By-Laws of Registrant-incorporated by reference from Exhibit
3.2 to the Registrant's Registration Statement on Form S-4
(Registration No. 33-33455).
5.1 - Opinion of Peter E. Lorenzen, Esq., Vice President and
General Counsel of the Registrant, as to legality of the
securities registered hereby.*
23.1 - Consent of Arthur Andersen LLP relating to the Registrant.*
23.2 - Consent of Arthur Andersen LLP relating to Gerrity Oil & Gas
Company.*
23.3 - Consent of Coopers & Lybrand LLP relating to Gerrity Oil &
Gas Corporation.*
23.4 - Consent of Netherland, Sewell, & Associates.*
23.5 - Consent of Ryder Scott Company Petroleum Engineers.*
23.6 - Consent of Peter E. Lorenzen, Esq., Vice President and
General Counsel, to the use of his opinion filed as Exhibit
5.1 (set forth in his opinion filed as Exhibit 5.1).
24.1 - Powers of attorney (included on the signature pages hereto).
99.1 - Registration Rights Agreement dated as of June 17, 1996
between Snyder Oil Corporation and The John Hancock Life
Insurance Company.*
99.2 - Registration Rights Agreement dated as of June 17, 1996
between Snyder Oil Corporation and Clyde T. Metz,Trustee.*
99.3 - Audited Consolidated Financial Statements of Gerrity Oil &
Gas Corporation as of December 31, 1994 and 1995 and for the
years ended December 31, 1993, 1994 and 1995 -- incorporated
by reference to Amendment No. 2 to the Registration
Statement on Form S-4 of Patina Oil & Gas Corporation
(Registration No. 333-572)
99.4 - Unaudited Consolidated Financial Statements of Gerrity Oil &
Gas Corporation as of March 31, 1996 and for the three
months ended March 31, 1995 and 1996 -- incorporated by
reference to the Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996 of Gerrity Oil & Gas
Corporation (Commission File No. 0-18667)
- ------------------
* Filed herewith.
II - 2
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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.
(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 post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby further 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 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.
(c) 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
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that 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.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II - 3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 of Fort Worth, State of Texas, on August 9, 1996.
SNYDER OIL CORPORATION
By: /s/ John C. Snyder
------------------
John C. Snyder, Chairman
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. Each person whose signature appears below
hereby authorizes and appoints John C. Snyder, Thomas J. Edelman, Rodney L.
Waller and Peter E. Lorenzen, and each of them, any one of whom may act without
the joinder of the other, as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below all amendments and post-effective
amendments to this Registration Statement as such attorney-in-fact may deem
necessary or appropriate.
Signature Title Date
/s/ John C. Snyder Director and Chairman August 9, 1996
John C. Snyder (Principal Executive
Officer of Registrant)
/s/ Thomas J. Edelman Director and President August 9, 1996
Thomas J. Edelman (Principal Financial
Officer of Registrant)
/s/ Roger W. Brittain Director August 9, 1996
Roger W. Brittain
/s/ John A. Hill Director August 9, 1996
John A. Hill
/s/ William J. Johnson Director August 9, 1996
William J. Johnson
/s/ B.J. Kellenberger Director August 9, 1996
B.J. Kellenberger
/s/ James E. McCormick Director August 9, 1996
James E. McCormick
/s/ Alfred M. Micallef Director August 9, 1996
Alfred M. Micallef
/s/ Edward T. Story Director August 9, 1996
Edward T. Story
/s/ James H. Shonsey Vice President-Finance August 9, 1996
James H. Shonsey (Principal Accounting Officer)
II - 4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1.1 - Certificate of Incorporation of Registrant-incorporated by reference
from Exhibit 3.1 to the Registrant's Registration Statement on Form
S-4 (Registration No. 33-33455).
4.1.2 - Certificate of Amendment to Certificate of Incorporation of Registrant
filed February 9, 1990-incorporated by reference from Exhibit 3.1.1 to
the Registrant's Registration Statement on Form S-4 (Registration No.
33- 33455).
4.1.3 - Certificate of Amendment to Certificate of Incorporation of Registrant
filed May 22, 1991-incorporated by reference from Exhibit 3.1.2 to the
Registrant's Registration Statement on Form S-1 (Registration No. 33-
43106).
4.1.4 - Certificate of Amendment to Certificate of Incorporation of Registrant
filed May 24, 1993-incorporated by reference from Exhibit 3.1.5 to the
Registrant's Form 10-Q for the quarter ended June 30, 1993 (File No.
1- 10509).
4.2 - By-Laws of Registrant-incorporated by reference from Exhibit 3.2 to
the Registrant's Registration Statement on Form S-4 (Registration No.
33-33455).
5.1 - Opinion of Peter E. Lorenzen, Esq., Vice President and General Counsel
of the Registrant, as to legality of the securities registered
hereby.*
23.1 - Consent of Arthur Andersen LLP relating to the Registrant*
23.2 - Consent of Arthur Andersen LLP relating to Gerrity Oil & Gas
Corporation.*
23.3 - Consent of Coopers & Lybrand LLP relating to Gerrity Oil & Gas
Corporation.*
23.4 - Consent of Netherland, Sewell, & Associates.*
23.5 - Consent of Ryder Scott Company Petroleum Engineers.*
23.6 - Consent of Peter E. Lorenzen, Esq., Vice President and General
Counsel, to the use of his opinion filed as Exhibit 5.1 (set forth in
his opinion filed as Exhibit 5.1).
24.1 - Powers of attorney (included on the signature pages hereto).
99.1 - Registration Rights Agreement dated as of June 17, 1996 between Snyder
Oil Corporation and The John Hancock Life Insurance Company.*
99.2 - Registration Rights Agreement dated as of June 17, 1996 between Snyder
Oil Corporation and Clyde T. Metz, Trustee.*
99.3 - Audited Consolidated Financial Statements of Gerrity Oil & Gas
Corporation as of December 31, 1994 and 1995 and for the years ended
December 31, 1993, 1994 and 1995 -- incorporated by reference to
Amendment No. 2 to the Registration Statement on Form S-4 of Patina
Oil & Gas Corporation (Registration No. 333-572)
99.4 - Unaudited Consolidated Financial Statements of Gerrity Oil & Gas
Corporation as of March 31, 1996 and for the three months ended March
31, 1995 and 1996 -- incorporated by reference to the Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1996 of Gerrity
Oil & Gas Corporation (Commission File No. 0-18667)
- ------------------
* Filed herewith.
Exhibit 5.1
August 9, 1996
Snyder Oil Corporation
777 Main Street, Suite 2500
Fort Worth, Texas 76102
Re: Registration Statement on Form S-3
Dear Sirs:
As Vice President and General Counsel of Snyder Oil Corporation, a Delaware
corporation (the "Company"), I have acted as counsel to the Company in
connection with the preparation and filing of the Company's Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), relating to the offering by the Selling Stockholders of 399,202 shares
of common stock of the Company, par value $.01 per share(collectively, the
"Common Stock"). Capitalized terms used and not defined herein have the meaning
set forth in the prospectus (the "Prospectus") that is included as part of the
Registration Statement.
In connection with the opinion expressed below, I have examined such documents,
corporate records and other writings as I have deemed necessary to enable me to
express the opinion set forth herein. In such examination I have assumed the
genuineness of all original documents and the conformity to original documents
of all copies submitted to me.
Based upon the foregoing, it is my opinion that upon the effective date of the
Registration Statement, the shares of Common Stock to be sold by the Selling
Stockholders are validly issued, fully paid and non-assessable.
This opinion is limited to the substantive laws of the State of Texas, the
General Corporation Law of the State of Delaware and the applicable federal laws
of the United States. I express no opinion as to any matter other than as
expressly set forth above, and no opinion or any other matter may be inferred
herefrom. This opinion is given as of the date hereof, and I undertake no, and
hereby disclaim any, obligation to advise you of any change in any matter set
forth herein.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and the use of my name under the caption "Legal Opinions" in the
Prospectus. In giving such consent, I do not admit that I come within the
category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Peter E. Lorenzen
---------------------
Peter E. Lorenzen
Vice President
and General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 20, 1996,
on the financial statements of Snyder Oil Corporation included in Snyder Oil
Corporation's Form 10-K and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
August 9, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 19, 1996, on
the financial statements of Gerrity Oil & Gas Corporation included in Patina Oil
& Gas Corporation's Form S-4 (Registration Statement No. 333-572).
ARTHUR ANDERSEN LLP
Denver, Colorado
August 9, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation in this Registration Statement on Form S-3 of
our report dated March 30, 1994 on our audit of the consolidated financial
statements for the year ended December 31, 1993 of Gerrity Oil & Gas
Corporation, appearing in the amended registration statement on Form S-4 of
Patina Oil & Gas Corporation (Registration Statement No. 333-572) filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933.
COOPERS & LYBRAND LLP
Denver, Colorado
August 6, 1996
EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers and geologists, we hereby consent to the
incorporation by reference in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report to Snyder Oil Corporation dated
March 20, 1996 and appearing as an exhibit to Snyder Oil Corporation's Annual
Report on Form 10-K for the year ended December 31, 1995. We also consent to all
references to our firm included as a part of this Registration Statement on Form
S-3 to be filed on or about August 8, 1996.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ FREDERIC D. SEWELL
----------------------------
Frederic D. Sewell
President
Dallas, Texas
August 8, 1996
EXHIBIT 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers and geologists, we hereby consent to the
incorporation by reference in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report to Snyder Oil Corporation dated
January 31, 1996 and appearing as an exhibit to Snyder Oil Corporation's Annual
Report on Form 10-K for the year ended December 31, 1995. We also consent to all
references to our firm included as a part of this Registration Statement on Form
S-3 to be filed on or about August 9, 1996.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
August 9, 1996
EXHIBIT 99.1
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, dated as of June 17, 1996, is made by SNYDER OIL
CORPORATION, a Delaware corporation ("SOCO") and JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY ("Holder").
Pursuant to that certain Agreement and Plan of Merger dated as of June 11,
1996 (the "Merger Agreement") among DelMar Petroleum, Inc.("DelMar"), DelMar
Merger, Inc. ("Sub"), and SOCO, DelMar has merged into Sub and the shares of
common stock of DelMar (other than shares held by SOCO and any subsidiary of
SOCO) have been converted into the right to receive shares of common stock, par
value $.01 per share, of SOCO ("SOCO Stock"). Holder is the owner of 25,391
shares of common stock, par value $1.00 per share, of DelMar ("DelMar Stock")
which has been converted into the right to receive 343,121 shares of SOCO Stock
(the "Registrable Stock"). Holder also owns warrants to purchase 13,170 shares
of DelMar Stock (the "DelMar Warrants").
Pursuant to the Merger Agreement, SOCO will, upon the request of a holder of
DelMar Stock, enter into this Agreement providing for the registration of the
Registrable Stock with such stockholder upon delivery to DelMar of certificates
representing the shares of DelMar Stock held by such stockholder for exchange
for SOCO Stock, and surrender for cancellation the instruments representing all
DelMar Warrants held by such stockholder. Holder has delivered such certificates
and instruments to DelMar and has requested that SOCO enter into this Agreement
with SOCO.
Therefore, for and in consideration of the agreements set forth herein, SOCO and
Holder agree to the provisions hereof.
1. Transfer of SOCO Stock. Unless a registration statement is effective
with respect thereto, the shares of Registrable Stock delivered to Holder
pursuant to the Merger Agreement will not have been registered under the
Securities Act of 1933, as amended (the "Securities Act"). SOCO shall cause to
be placed upon certificates for shares of Registrable Stock issued pursuant to
the Merger Agreement (other than shares which are at the time the subject of an
effective registration statement under the Securities Act) a legend applicable
to the disposition of those shares, provided that forthwith upon any disposition
pursuant to the registration statement filed under this Agreement or otherwise,
SOCO shall substitute therefor, at its expense, new certificates not bearing
that legend. The legend shall read substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS THEY ARE SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS THEN AVAILABLE.
2. Registration. Promptly after the Closing, SOCO shall file a registration
statement with the Securities and Exchange Commission ("SEC") and use its
reasonable best efforts to effect the registration under the Securities Act of
the sales by Holder of the Registrable Stock.
3. Registration Expenses. SOCO shall be responsible for the payment of all
Registration Expenses (as defined below) in connection with the registration
pursuant to this Agreement. With respect to such registration Holder shall bear
its own legal costs and any underwriting commissions or discounts charged to the
Holder.
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<PAGE>
"Registration Expenses," means all expenses incident to SOCO's performance
of or compliance with the registration requirements set forth in this Article II
including, without limitation, the following: (i) the fees, disbursements and
expenses of SOCO's counsel(s) (United States and foreign) and accountants in
connection with any such registration; (ii) all costs and expenses in connection
with the preparation, printing and filing of the registration statement, each
prospectus, and all amendments and supplements thereto; (iii) the costs incurred
in connection with the qualification of the securities under the laws of various
jurisdictions (including fees and disbursements of counsel); (iv) the cost of
furnishing to the Holder copies of any such registration statement, each
preliminary prospectus, the final prospectus and each amendment and supplement
thereof; and (v) all fees and expenses incurred in listing the Registrable Stock
on any stock exchange and any transfer agent or registrar fees.
4. Registration Procedures. After the Closing, SOCO will as promptly as is
practicable, but in no event later than 30 days after Closing:
(a) prepare, file and use its reasonable best efforts to cause to
become effective a registration statement on Form S-3 or such other form as SOCO
reasonably selects under the Securities Act or update by amendment or supplement
a previously filed registration statement regarding the Registrable Stock to be
offered;
(b) prepare and file with the SEC such amendments and supplements to
the registration statement and the prospectus used in connection therewith as
may be necessary to keep the registration statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all
Registrable Stock until the earlier of such time as all Registrable Stock has
been disposed of in accordance with the intended methods of disposition by
Holder set forth in the registration statement or until the earlier of three
years after the registration statement becomes effective or such earlier date
upon which the Registrable Stock may be sold under Rule 144(k) under the
Securities Act;
(c) furnish to Holder the number of conformed copies of the
registration statement and of each amendment and supplement thereto (in each
case including all exhibits), the number of copies of the prospectus included in
such registration statement (including each preliminary prospectus and any
summary prospectus), in each case the number to be in conformity with the
requirements of the Securities Act, those documents incorporated by reference in
the registration statement or prospectus, and such other documents as Holder may
reasonably request;
(d) use its reasonable best efforts to register or qualify all
Registrable Stock covered by the registration statement under securities or blue
sky laws of other jurisdictions, and to list the Registrable Stock on any stock
exchange, as Holder shall reasonably request, and do any and all other acts and
things which may be necessary or advisable to enable Holder to consummate the
disposition in those jurisdictions of its Registrable Stock covered by the
registration statement, except that SOCO shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified, or to subject itself to taxation in
any such jurisdiction, or to consent to general service of process in any such
jurisdiction; and
(e) immediately notify Holder at any time when a prospectus relating
to a registration pursuant to this Agreement is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in the registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or
2
<PAGE>
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and at the request of Holder prepare
and furnish to Holder and any underwriter of the Registrable Stock a reasonable
number of copies of a supplement to or an amendment of the prospectus as may be
necessary so that, as thereafter delivered to the purchasers of the Registrable
Stock, the prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
SOCO may require that Holder furnish such information regarding Holder and
the distribution of such securities as SOCO may from time to time reasonably
request in writing and as shall be required by law or by the SEC in connection
with any registration.
5. Blackout Periods. Upon written notice from SOCO to Holder that either:
(a) SOCO has determined to engage in a financing and has been advised
in writing (with a copy to Holder) by a recognized independent investment
banking firm selected by the Board of Directors of SOCO that, in that firm's
opinion, SOCO's sale of Registrable Stock pursuant to the registration statement
would adversely affect SOCO's own immediately planned financing (a "Transaction
Blackout"); or
(b) the general counsel of SOCO determines in good faith in writing
(with a copy to Holder) that Seller's sale of Registrable Stock pursuant to the
registration statement would require disclosure of material information which
SOCO has a bona fide business purpose for preserving as confidential as a result
of a pending merger, consolidation, acquisition, disposition or other material
development involving SOCO (an "Information Blackout");
Holder shall suspend sales of Registrable Stock pursuant to such registration
statement until the earlier of (X)(i) in the case of a Transaction Blackout, the
earliest of (A) three months after the completion of the financing, (B) the
termination of any "blackout" period required by the underwriters to be
applicable to SOCO, if any, in connection with the financing, (C) abandonment of
such financing and (D) 135 days after the date of SOCO's written notice of a
Transaction Blackout, or (ii) in the case of an Information Blackout, the
earlier of (A) the date upon which the material information is disclosed to the
public or ceases to be material or (B) 135 days after SOCO's written notice of
an Information Blackout, and (Y) such time as SOCO notifies Holder that sales
pursuant to such registration statement may be resumed.
6. Preparation; Reasonable Investigation. In connection with the
preparation and filing of the registration statement registering Registrable
Stock under the Securities Act, SOCO shall give Holder and its counsel
reasonable and customary access to its books and records and opportunities to
discuss the business of SOCO with its officers and the independent public
accountants who have audited its financial statements.
7. Indemnification and Contribution.
(a) SOCO hereby indemnifies and agrees to hold harmless Holder, its
directors and officers, and each person, if any, who controls Holder within the
meaning of the Securities Act against any losses, claims, damages, liabilities
and expenses, joint or several, to which that person may be subject under the
Securities Act or otherwise, insofar as those losses, claims, damages,
liabilities or expenses (or
3
<PAGE>
actions or proceedings in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which the Registrable Stock is registered
under the Securities Act, any preliminary prospectus or final prospectus
included therein, or any amendment or supplement thereto, or any document
incorporated by reference therein, or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and SOCO shall reimburse each such person
for any legal or any other expenses reasonably incurred by that person in
connection with investigating or defending any such loss, claim, liability,
action or proceeding; provided that SOCO shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished by the indemnified person to SOCO.
This indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of SOCO or any director, officer or
controlling person and shall survive the transfer of the registered securities
by Holder.
(b) Holder hereby indemnifies and agrees to hold harmless (in the
same manner and to the same extent as set forth in Subsection 7(a)) each
director of SOCO, each officer of SOCO who shall sign the registration
statement, and each person, if any, who controls SOCO within the meaning of the
Securities Act, with respect to any statement in or omission from the
registration statement, any preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, if the statement or omission
was made in reliance upon and in conformity with written information furnished
by it to SOCO. This indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of SOCO or any director, officer or
controlling person and shall survive the transfer of the registered securities
by Holder.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for as set forth in this
Section 7 is for any reason held to be unenforceable by the indemnified parties,
although applicable in accordance with its terms, SOCO and Holder shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by SOCO and Holder,
as incurred, as between SOCO on the one hand and Holder on the other, in such
proportion as is appropriate to reflect the relative fault of SOCO on the one
hand and of Holder on the other in connection with the statements or omissions
which result in the losses, liabilities, claims, damages or expenses, as well as
any other relative equitable considerations. The relative fault of SOCO on the
one hand and of Holder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state material fact relates to
information supplied by SOCO or by Holder.
8. Miscellaneous.
(a) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given when received by a party at the address set
forth below the name of that party on the signature page hereof or at such
subsequent address as is provided by one party to the other in writing.
(b) Exclusive Agreement. This Agreement supersedes all prior
agreements between the parties relating to the subject matter hereof (written or
oral) and is intended as a complete and exclusive statement of the terms of the
agreement between the parties.
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<PAGE>
(c) Choice of Law; Amendments; Headings. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Texas. This Agreement may not be changed or amended orally. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
(d) Assignments and Third Parties. No party hereto shall assign this
Agreement or any part hereof without the prior written consent of the other
party, except that Holder and its successors and assigns may assign any or all
rights and obligations hereunder to any Affiliate of Holder (as defined below)
to which Holder or any such successor or assignee of Holder also transfers,
assigns, or sells by liquidation or otherwise some or all of the Registrable
Stock acquired by Holder pursuant to the Merger Agreement. For these purposes,
the term "Affiliate of Holder" means any entity currently existing or to be
formed that Controls, or is Controlled by, Holder or is under Control of the
entity or entities that at the Closing Control(s) Holder. The term "Control"
means the power to determine, direct, or decide matters relating to an entity,
whether by direct or indirect ownership of voting securities, contractual
arrangement, or otherwise. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
successors and assigns. Except as specified in Section 7, which is intended to
benefit and to be enforceable by any of the Indemnified Parties, nothing in this
Agreement shall entitle any person other than the parties hereto, or their
successors and assigns permitted hereby to any claim, cause of action, remedy or
right of any kind.
(e) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but both of which together
shall constitute but one and the same agreement.
(f) Expenses. Except as otherwise expressly provided in this
Agreement, all costs and expenses incurred by each party hereto in connection
with all things required to be done by it hereunder, including attorney's fees
and accountant fees, shall be borne by the party incurring same.
(g) Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any adverse manner to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
5
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
SNYDER OIL CORPORATION JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY
By: /s/Peter E. Lorenzen By: /s/ Eugene Hodges Jr
- ------------------------ ------------------------
Peter E. Lorenzen Eugene Hodges Jr
Title: Vice President and Title: Investment Officer
General Counsel
Address: Address:
777 Main Street #2500 200 Clarendon Street
Fort Worth, Texas 76102 57th Floor
Attn: Corporate Secretary Boston, Massachusetts 02117
Attn: Mr. William Kinsley
Fax: 817/882-5982 Fax: 617/572-1605
6
EXHIBIT 99.2
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, dated as of June 17, 1996, is made by SNYDER OIL
CORPORATION, a Delaware corporation ("SOCO") and CLYDE T. METZ, TRUSTEE
("Holder").
Pursuant to that certain Agreement and Plan of Merger dated as of June 11,
1996 (the "Merger Agreement") among DelMar Petroleum, Inc.("DelMar"), DelMar
Merger, Inc. ("Sub"), and SOCO, DelMar has merged into Sub and the shares of
common stock of DelMar (other than shares held by SOCO and any subsidiary of
SOCO) have been converted into the right to receive shares of common stock, par
value $.01 per share, of SOCO ("SOCO Stock"). Holder is the owner of 4,150
shares of common stock, par value $1.00 per share, of DelMar ("DelMar Stock")
which has been converted into the right to receive 56,081 shares of SOCO Stock
(the "Registrable Stock"). Holder also owns warrants to purchase 617 shares of
DelMar Stock (the "DelMar Warrants").
Pursuant to the Merger Agreement, SOCO will, upon the request of a holder of
DelMar Stock, enter into this Agreement providing for the registration of the
Registrable Stock with such stockholder upon delivery to DelMar of certificates
representing the shares of DelMar Stock held by such stockholder for exchange
for SOCO Stock, and surrender for cancellation the instruments representing all
DelMar Warrants held by such stockholder. Holder has delivered such certificates
and instruments to DelMar and has requested that SOCO enter into this Agreement
with SOCO.
Therefore, for and in consideration of the agreements set forth herein, SOCO and
Holder agree to the provisions hereof.
1. Transfer of SOCO Stock. Unless a registration statement is effective
with respect thereto, the shares of Registrable Stock delivered to Holder
pursuant to the Merger Agreement will not have been registered under the
Securities Act of 1933, as amended (the "Securities Act"). SOCO shall cause to
be placed upon certificates for shares of Registrable Stock issued pursuant to
the Merger Agreement (other than shares which are at the time the subject of an
effective registration statement under the Securities Act) a legend applicable
to the disposition of those shares, provided that forthwith upon any disposition
pursuant to the registration statement filed under this Agreement or otherwise,
SOCO shall substitute therefor, at its expense, new certificates not bearing
that legend. The legend shall read substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS THEY ARE SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS THEN AVAILABLE.
2. Registration. Promptly after the Closing, SOCO shall file a registration
statement with the Securities and Exchange Commission ("SEC") and use its
reasonable best efforts to effect the registration under the Securities Act of
the sales by Holder of the Registrable Stock.
3. Registration Expenses. SOCO shall be responsible for the payment of all
Registration Expenses (as defined below) in connection with the registration
pursuant to this Agreement. With respect to such registration Holder shall bear
its own legal costs and any underwriting commissions or discounts charged to the
Holder.
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"Registration Expenses," means all expenses incident to SOCO's performance
of or compliance with the registration requirements set forth in this Article II
including, without limitation, the following: (i) the fees, disbursements and
expenses of SOCO's counsel(s) (United States and foreign) and accountants in
connection with any such registration; (ii) all costs and expenses in connection
with the preparation, printing and filing of the registration statement, each
prospectus, and all amendments and supplements thereto; (iii) the costs incurred
in connection with the qualification of the securities under the laws of various
jurisdictions (including fees and disbursements of counsel); (iv) the cost of
furnishing to the Holder copies of any such registration statement, each
preliminary prospectus, the final prospectus and each amendment and supplement
thereof; and (v) all fees and expenses incurred in listing the Registrable Stock
on any stock exchange and any transfer agent or registrar fees.
4. Registration Procedures. After the Closing, SOCO will as promptly as is
practicable, but in no event later than 30 days after Closing:
(a) prepare, file and use its reasonable best efforts to cause to
become effective a registration statement on Form S-3 or such other form as SOCO
reasonably selects under the Securities Act or update by amendment or supplement
a previously filed registration statement regarding the Registrable Stock to be
offered;
(b) prepare and file with the SEC such amendments and supplements to
the registration statement and the prospectus used in connection therewith as
may be necessary to keep the registration statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all
Registrable Stock until the earlier of such time as all Registrable Stock has
been disposed of in accordance with the intended methods of disposition by
Holder set forth in the registration statement or until the earlier of three
years after the registration statement becomes effective or such earlier date
upon which the Registrable Stock may be sold under Rule 144(k) under the
Securities Act;
(c) furnish to Holder the number of conformed copies of the
registration statement and of each amendment and supplement thereto (in each
case including all exhibits), the number of copies of the prospectus included in
such registration statement (including each preliminary prospectus and any
summary prospectus), in each case the number to be in conformity with the
requirements of the Securities Act, those documents incorporated by reference in
the registration statement or prospectus, and such other documents as Holder may
reasonably request;
(d) use its reasonable best efforts to register or qualify all
Registrable Stock covered by the registration statement under securities or blue
sky laws of other jurisdictions, and to list the Registrable Stock on any stock
exchange, as Holder shall reasonably request, and do any and all other acts and
things which may be necessary or advisable to enable Holder to consummate the
disposition in those jurisdictions of its Registrable Stock covered by the
registration statement, except that SOCO shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified, or to subject itself to taxation in
any such jurisdiction, or to consent to general service of process in any such
jurisdiction; and
(e) immediately notify Holder at any time when a prospectus relating
to a registration pursuant to this Agreement is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in the registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or
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necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and at the request of Holder prepare
and furnish to Holder and any underwriter of the Registrable Stock a reasonable
number of copies of a supplement to or an amendment of the prospectus as may be
necessary so that, as thereafter delivered to the purchasers of the Registrable
Stock, the prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
SOCO may require that Holder furnish such information regarding Holder and
the distribution of such securities as SOCO may from time to time reasonably
request in writing and as shall be required by law or by the SEC in connection
with any registration.
5. Blackout Periods. Upon written notice from SOCO to Holder that either:
(a) SOCO has determined to engage in a financing and has been advised
in writing (with a copy to Holder) by a recognized independent investment
banking firm selected by the Board of Directors of SOCO that, in that firm's
opinion, SOCO's sale of Registrable Stock pursuant to the registration statement
would adversely affect SOCO's own immediately planned financing (a "Transaction
Blackout"); or
(b) the general counsel of SOCO determines in good faith in writing
(with a copy to Holder) that Seller's sale of Registrable Stock pursuant to the
registration statement would require disclosure of material information which
SOCO has a bona fide business purpose for preserving as confidential as a result
of a pending merger, consolidation, acquisition, disposition or other material
development involving SOCO (an "Information Blackout");
Holder shall suspend sales of Registrable Stock pursuant to such registration
statement until the earlier of (X)(i) in the case of a Transaction Blackout, the
earliest of (A) three months after the completion of the financing, (B) the
termination of any "blackout" period required by the underwriters to be
applicable to SOCO, if any, in connection with the financing, (C) abandonment of
such financing and (D) 135 days after the date of SOCO's written notice of a
Transaction Blackout, or (ii) in the case of an Information Blackout, the
earlier of (A) the date upon which the material information is disclosed to the
public or ceases to be material or (B) 135 days after SOCO's written notice of
an Information Blackout, and (Y) such time as SOCO notifies Holder that sales
pursuant to such registration statement may be resumed.
6. Preparation; Reasonable Investigation. In connection with the
preparation and filing of the registration statement registering Registrable
Stock under the Securities Act, SOCO shall give Holder and its counsel
reasonable and customary access to its books and records and opportunities to
discuss the business of SOCO with its officers and the independent public
accountants who have audited its financial statements.
7. Indemnification and Contribution.
(a) SOCO hereby indemnifies and agrees to hold harmless Holder, its
directors and officers, and each person, if any, who controls Holder within the
meaning of the Securities Act against any losses, claims, damages, liabilities
and expenses, joint or several, to which that person may be subject under the
Securities Act or otherwise, insofar as those losses, claims, damages,
liabilities or expenses (or
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actions or proceedings in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which the Registrable Stock is registered
under the Securities Act, any preliminary prospectus or final prospectus
included therein, or any amendment or supplement thereto, or any document
incorporated by reference therein, or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and SOCO shall reimburse each such person
for any legal or any other expenses reasonably incurred by that person in
connection with investigating or defending any such loss, claim, liability,
action or proceeding; provided that SOCO shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished by the indemnified person to SOCO.
This indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of SOCO or any director, officer or
controlling person and shall survive the transfer of the registered securities
by Holder.
(b) Holder hereby indemnifies and agrees to hold harmless (in the
same manner and to the same extent as set forth in Subsection 7(a)) each
director of SOCO, each officer of SOCO who shall sign the registration
statement, and each person, if any, who controls SOCO within the meaning of the
Securities Act, with respect to any statement in or omission from the
registration statement, any preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, if the statement or omission
was made in reliance upon and in conformity with written information furnished
by it to SOCO. This indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of SOCO or any director, officer or
controlling person and shall survive the transfer of the registered securities
by Holder.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for as set forth in this
Section 7 is for any reason held to be unenforceable by the indemnified parties,
although applicable in accordance with its terms, SOCO and Holder shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by SOCO and Holder,
as incurred, as between SOCO on the one hand and Holder on the other, in such
proportion as is appropriate to reflect the relative fault of SOCO on the one
hand and of Holder on the other in connection with the statements or omissions
which result in the losses, liabilities, claims, damages or expenses, as well as
any other relative equitable considerations. The relative fault of SOCO on the
one hand and of Holder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state material fact relates to
information supplied by SOCO or by Holder.
8. Miscellaneous.
(a) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given when received by a party at the address set
forth below the name of that party on the signature page hereof or at such
subsequent address as is provided by one party to the other in writing.
(b) Exclusive Agreement. This Agreement supersedes all prior
agreements between the parties relating to the subject matter hereof (written or
oral) and is intended as a complete and exclusive statement of the terms of the
agreement between the parties.
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(c) Choice of Law; Amendments; Headings. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Texas. This Agreement may not be changed or amended orally. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
(d) Assignments and Third Parties. No party hereto shall assign this
Agreement or any part hereof without the prior written consent of the other
party, except that Holder and its successors and assigns may assign any or all
rights and obligations hereunder to any Affiliate of Holder (as defined below)
to which Holder or any such successor or assignee of Holder also transfers,
assigns, or sells by liquidation or otherwise some or all of the Registrable
Stock acquired by Holder pursuant to the Merger Agreement. For these purposes,
the term "Affiliate of Holder" means any entity currently existing or to be
formed that Controls, or is Controlled by, Holder or is under Control of the
entity or entities that at the Closing Control(s) Holder. The term "Control"
means the power to determine, direct, or decide matters relating to an entity,
whether by direct or indirect ownership of voting securities, contractual
arrangement, or otherwise. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
successors and assigns. Except as specified in Section 7, which is intended to
benefit and to be enforceable by any of the Indemnified Parties, nothing in this
Agreement shall entitle any person other than the parties hereto, or their
successors and assigns permitted hereby to any claim, cause of action, remedy or
right of any kind.
(e) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but both of which together
shall constitute but one and the same agreement.
(f) Expenses. Except as otherwise expressly provided in this
Agreement, all costs and expenses incurred by each party hereto in connection
with all things required to be done by it hereunder, including attorney's fees
and accountant fees, shall be borne by the party incurring same.
(g) Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any adverse manner to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
SNYDER OIL CORPORATION CLYDE T. METZ, TRUSTEE
By: /s/ Peter E. Lorenzen BY: /s/ Clyde T. Metz
- ------------------------- ---------------------
Peter E. Lorenzen Clyde T. Metz
Title: Vice President and Title: Trustee
General Counsel
Address: Address:
777 Main Street #2500 26603 Huffsmith-Conroe
Fort Worth, Texas 76102 Magnolia, Texas 77355
Attn: Corporate Secretary
Fax: 817/882-5982
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