<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NUMBER 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
COHO ENERGY, INC.
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
<TABLE>
<C> <C>
TEXAS 75-2488635
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(972) 774-8300
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
------------------------
JEFFREY CLARKE
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(972) 774-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies to:
<TABLE>
<S> <C>
FULBRIGHT & JAWORSKI L.L.P. CRAVATH, SWAINE & MOORE
1301 MCKINNEY, SUITE 5100 825 EIGHTH AVENUE
HOUSTON, TEXAS 77010-3095 NEW YORK, NEW YORK 10019
(713) 651-5151 (212) 474-1000
ATTN: JERRY L. WICKLIFFE ATTN: KRIS F. HEINZELMAN
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the 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. [ ]
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. [X] 333-33979
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8 7/8% Senior Subordinated Notes
Due 2007 ......................... $25,000,000 100% $25,000,000 $7,575.76
- -------------------------------------------------------------------------------------------------------------------------
Subsidiary Guarantees of 8 7/8%
Senior Subordinated Notes
Due 2007 ......................... -- -- -- (1)
==========================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is
payable for the Subsidiary Guarantees.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 2
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER OF INCORPORATION OR ORGANIZATION IDENTIFICATION NO.
--------------------------- -------------------------------- ------------------
<S> <C> <C>
Coho Resources, Inc................................. Nevada 84-0824557
Coho Louisiana Production Company................... Delaware 76-0369936
Coho Louisiana Gathering Company.................... Delaware 84-1033960
Coho Fairbanks Gathering Company.................... Delaware 76-1228000
Coho Exploration, Inc............................... Delaware 75-2660779
Interstate Natural Gas Company...................... Delaware 76-0369928
</TABLE>
================================================================================
<PAGE> 3
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Registration No. 333-33979) filed by Coho Energy, Inc.
with the Securities and Exchange Commission (the "Commission") on August 20,
1997, as amended by Amendment No. 1 thereto filed on August 29, 1997, Amendment
No. 2 thereto filed on September 9, 1997 and Amendment No. 3 thereto filed on
September 29, 1997, which was declared effective by the Commission on September
29, 1997, including the exhibits thereto, are incorporated herein by reference.
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a) Exhibits:
All the exhibits filed with or incorporated by reference in
Registration Statement No. 333-33979 are incorporated by reference into, and
shall be deemed part of this registration statement, except the following which
are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
5 --Opinion of Fulbright & Jaworski L.L.P.
15 --Letter regarding unaudited interim financial information.
23.1 --Consent of Arthur Andersen LLP
23.2 --Consent of KPMG Peat Marwick LLP
23.3 --Consent of Ryder Scott Company Petroleum Engineers
23.4 --Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
</TABLE>
II-1
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO ENERGY, INC.
By: /s/ EDDIE M. LEBLANC, III
----------------------------------
Eddie M. LeBlanc, III
Senior Vice President and
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Sr. Vice President and October 1, 1997
- ----------------------------------------------------- Chief Financial Officer
Eddie M. LeBlanc, III (Principal Financial
Officer)
* Controller (Principal October 1, 1997
- ----------------------------------------------------- Accounting Officer)
Susan J. McAden
* Director October 1, 1997
- -----------------------------------------------------
Robert B. Anderson
* Director October 1, 1997
- -----------------------------------------------------
Roy R. Baker
* Director October 1, 1997
- -----------------------------------------------------
Frederick K. Campbell
* Director October 1, 1997
- -----------------------------------------------------
Louis F. Crane
* Director October 1, 1997
- -----------------------------------------------------
Howard I. Hoffen
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director October 1, 1997
- -----------------------------------------------------
Kenneth H. Lambert
* Director October 1, 1997
- -----------------------------------------------------
Douglas R. Martin
* Director October 1, 1997
- -----------------------------------------------------
Carl S. Quinn
Director
- -----------------------------------------------------
Jake Taylor
*By: /s/ EDDIE M. LEBLANC, III
------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO RESOURCES, INC.
By: /s/ EDDIE M. LEBLANC, III
----------------------------------
Eddie M. LeBlanc, III
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
* Director October 1, 1997
- -----------------------------------------------------
R.M. Pearce
*By: /s/ EDDIE M. LEBLANC, III
------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO LOUISIANA PRODUCTION COMPANY
By: /s/ EDDIE M. LEBLANC, III
-------------------------------------
Eddie M. LeBlanc, III
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
*By: /s/ EDDIE M. LEBLANC, III
- -----------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
</TABLE>
II-7
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO LOUISIANA GATHERING COMPANY
By: /s/ EDDIE M. LEBLANC, III
-------------------------------------
Eddie M. LeBlanc, III
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
By: /s/ EDDIE M. LEBLANC, III
-------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
</TABLE>
II-8
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO FAIRBANKS GATHERING COMPANY
By: /s/ EDDIE M. LEBLANC, III
-------------------------------------
Eddie M. LeBlanc, III
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
*By: /s/ EDDIE M. LEBLANC, III
- -----------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
</TABLE>
II-9
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO EXPLORATION, INC.
By: /s/ EDDIE M. LEBLANC, III
----------------------------------
Eddie M. LeBlanc, III
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
*By: /s/ EDDIE M. LEBLANC, III
------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
</TABLE>
II-10
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
INTERSTATE NATURAL GAS COMPANY
By: /s/ EDDIE M. LEBLANC, III
----------------------------------
Eddie M. LeBlanc, III
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
*By: /s/ EDDIE M. LEBLANC, III
------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
</TABLE>
II-11
<PAGE> 13
INDEX TO EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-33979 are incorporated by reference into, and shall be deemed
part of this registration statement, except the following which are filed
herewith:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C>
5 --Opinion of Fulbright & Jaworski L.L.P.
15 --Letter regarding unaudited interim financial information.
23.1 --Consent of Arthur Andersen LLP
23.2 --Consent of KPMG Peat Marwick LLP
23.3 --Consent of Ryder Scott Company Petroleum Engineers
23.4 --Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5)
</TABLE>
<PAGE> 1
EXHIBIT 5
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
October 1, 1997
Coho Energy, Inc.
14785 Preston Road, Suite 860
Dallas, Texas 75240
Ladies and Gentlemen:
We have acted as counsel for Coho Energy, Inc., a Texas corporation (the
"Company"), in connection with its filing with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-3 (the
"462(b) Registration Statement") with respect to an additional $25,000,000 of
8-7/8% Senior Subordinated Notes Due 2007 (the "Notes") being offered by the
Company.
We have examined (i) the Articles of Incorporation and Bylaws of the
Company, each as amended to date, (ii) a draft of an Indenture (the
"Indenture"), between the Company and Marine Midland Bank, as Trustee, relating
to the Notes, (iii) the Underwriting Agreement dated September 30, 1997, among
the Company, Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc.,
and (iv) such certificates, statutes and other instruments and documents as we
considered appropriate for purposes of the opinions hereafter expressed.
The 462(b) Registration Statement covering the offer and sale of the
Notes is being filed with the Commission in connection with the proposed public
offering described in the Company's Registration Statement on Form S-3
(Registration Number 333-33979), as amended, filed with the Commission.
In connection with this opinion, we have assumed that (i) the 462(b)
Registration Statement will have become effective and (ii) the Notes offered
will be issued and sold in compliance with applicable federal and state
securities laws and in the manner stated in the 462(b) Registration Statement.
Based upon and subject to the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that when the
Notes have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Indenture and in accordance with the
Underwriting Agreement upon payment of the consideration therefor provided for
therein, the Notes will be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as such enforcement is subject to any applicable
bankruptcy, insolvency, reorganization or other
<PAGE> 2
Coho Energy, Inc.
October 1, 1997
Page 2
law relating to or affecting creditors' rights generally and general principles
of equity and will be entitled to the benefits of the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
462(b) Registration Statement and to the statements made with respect to us
under the caption "Legal Matters" in the related Prospectus.
Very truly yours,
Fulbright & Jaworski L.L.P.
<PAGE> 1
[ARTHUR ANDERSEN LLP LETTERHEAD]
EXHIBIT 15
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this 462(b) Registration Statement, of Coho Energy, Inc. for the
registration of $25,000,000 of 8 7/8 Senior Subordinated Notes due 2007, of our
report dated August 14, 1997, with respect to the consolidated financial
statements and schedules of Coho Energy, Inc. included in the Registration
Statement on Form S-3 (File no 333-33979), as amended, and related Prospectus
of Coho Energy, Inc. dated September 30, 1997, for the registration of
$125,000,000 of 8 7/8 Senior Subordinated notes due 2007.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
October 1, 1997
<PAGE> 1
[ARTHUR ANDERSEN LLP LETTERHEAD]
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this 462(b) Registration Statement, of Coho Energy, Inc. for the
registration of $25,000,000 of 8 7/8 Senior Subordinated Notes due 2007, of our
report dated February 24, 1997, with respect to the consolidated financial
statements and schedules of Coho Energy, Inc. included in the Registration
Statement on Form S-3 (File no 333-33979), as amended, and related Prospectus
of Coho Energy, Inc. dated September 30, 1997, for the registration of
$125,000,000 of 8 7/8 Senior Subordinated notes due 2007.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
October 1, 1997
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Auditors
The Board of Directors
Coho Energy, Inc.
We consent to the use of our reports included an incorporated by reference in
the Registration Statement on Form S-3 relating to the consolidated statements
of earnings, shareholders' equity and cash flows of Coho Energy, Inc. and
subsidiaries for the year ended December 31, 1994 and related financial
statement schedule, which reports appear in the December 31, 1996 Annual Report
on Form 10K of Coho Energy, Inc. incorporated by reference herein and to the
reference to our firm under the heading "Experts" in the Prospectuses, which
are part of this Registration Statement.
KPMG Peat Marwick LLP
Dallas, Texas
October 1, 1997
<PAGE> 1
[RYDER SCOTT COMPANY LETTERHEAD]
EXHIBIT 23.3
CONSENT OF PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the inclusion
in the registration statement of Coho Energy, Inc. of our letter report dated
February 6, 1997 regarding our review of proved oil and gas reserve quantities
as of December 31, 1996 and to all references to such letters and to our Firm
incorporated by reference in this Rule 462(b) registration statement.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
--------------------------
Houston, Texas
October 1, 1997
