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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1994
REGISTRATION NO. 33-52849
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------------------
SANTA FE ENERGY RESOURCES, INC.
(Exact name of Registrant as specified in charter)
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<S> <C>
DELAWARE 36-2722169
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
</TABLE>
1616 SOUTH VOSS ROAD, SUITE 1000, HOUSTON, TEXAS 77057 (713) 783-2401
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
DAVID L. HICKS, 1616 SOUTH VOSS ROAD, SUITE 1000, HOUSTON, TEXAS 77057 (713)
783-2401
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C>
G. Michael O'Leary Marc S. Rosenberg
or Robert V. Jewell Cravath, Swaine & Moore
Andrews & Kurth L.L.P. Worldwide Plaza
4200 Texas Commerce Tower 825 Eighth Avenue
Houston, Texas 77002 New York, New York 10019
(713) 220-4200 (212) 474-1000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable 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. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment is filed for the purposes of (i) removing from registration
the 1,605,000 shares of Series A Convertible Preferred Stock ("DECS") previously
indicated as issuable upon the exercise of an over-allotment option to be
granted to the underwriters of the DECS offering (which over-allotment option
was not granted to such underwriters) and (ii) filing Exhibit 12.1 -- Statement
regarding Computation of Ratios of Earnings to Fixed Charges.
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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.
The estimated expenses payable by the registrant in connection with this
offering, other than underwriting discounts and commissions, are as follows:
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<S> <C>
Securities Act registration fee...................................... $ 75,323
NASD filing fee...................................................... 22,844
Blue Sky qualification fees and expenses............................. 10,200
Legal fees and expenses.............................................. 250,000
Accounting fees and expenses......................................... 235,000
Trustee fees......................................................... 25,000
Transfer agent and registrar fees.................................... 30,000
Stock exchange listing fee........................................... 73,400
Printing and engraving costs......................................... 250,000
Miscellaneous expenses............................................... 28,233
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Total.............................................................. $ 1,000,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall
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be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; that indemnification provided by
Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
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 shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its 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 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
Article NINTH of the Company's Restated Certificate of Incorporation states
that:
"No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages from breach of
fiduciary duty by such director as a director; provided, however, that
this Article NINTH shall not eliminate or limit the liability of a
director to the extent provided by applicable law (i) for any breach
of the director's 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 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. No amendment to or repeal of this
Article NINTH shall apply to, or have any effect on, the liability or
alleged liability of any director of the Corporation for or with
respect to any facts or omissions of such director occurring prior to
such amendment or repeal. If the General Corporation Law of the State
of Delaware is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation Law
of the State of Delaware, as so amended."
Article VI of the Company's Bylaws further provides that the Company shall
indemnify its officers, directors and employees to the fullest extent permitted
by law. Pursuant to such provision, the Company has entered into agreements with
various of its officers, directors and employees which provide for
indemnification of such persons.
Pursuant to the Underwriting Agreements filed as Exhibit 1.1 and Exhibit
1.2 hereto, the Underwriters agree to indemnify, under certain conditions, the
Company, its officers and directors and persons who control the Company within
the meaning of the Securities Act against certain liabilities.
The Company maintains a $25,000,000 policy of officers and directors
liability insurance.
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ITEM 16. EXHIBITS
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1.1.. Form of Underwriting Agreement relating to the Debentures*
1.2.. Form of Underwriting Agreement relating to the Series A Convertible Preferred
Stock*
3.1.. Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-2 (Reg. No. 33-32831) and incorporated herein
by reference)
3.2.. Bylaws, as amended (filed as Exhibit 3(b) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992 and incorporated herein by
reference)
4.1.. Form of Indenture*
4.2.. Form of Debenture (included in Exhibit 4.1)*
4.3.. Form of Certificate of Designations of the Series A Convertible Preferred Stock*
4.4.. Form of Stock Certificate representing shares of Series A Convertible Preferred
Stock (filed as Exhibit 2 to the Registrant's Registration Statement on Form 8-A
relating to the Series A Convertible Preferred Stock and incorporated herein by
reference)
4.5.. Specimen Stock Certificate representing shares of Common Stock (filed as Exhibit
4.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-32831)
and incorporated herein by reference)
4.6.. Form of Certificate of Designation, Rights and Preferences of the Convertible
Preferred Stock, Series 7% (filed as Exhibit 3(b) to the Registrant's
Registration Statement on Form S-4 (Reg. No. 33-45043) and incorporated herein
by reference)
5.1.. Opinion of Andrews & Kurth L.L.P. re. Legality of Securities*
7.1.. Opinion of Andrews & Kurth L.L.P. re. Liquidation Preference*
8.1.. Opinion of Andrews & Kurth L.L.P. re. Tax Matters (included in their opinion
filed as Exhibit 5.1)*
12.1 Statement regarding Computation of Ratios of Earnings to Fixed Charges
23.1.. Consent of Price Waterhouse*
23.2.. Consent of Andrews & Kurth L.L.P. (included in their opinion filed as Exhibit
5.1)*
23.3.. Consent of Ryder Scott Company, independent petroleum engineers*
24.1.. A power of attorney, pursuant to which amendments to this Registration Statement
may be filed, is included on the signature page contained in Part II of this
Registration Statement*
24.2.. Power of attorney of David M. Schulte, pursuant to which amendments to this
Registration Statement may be filed*
25.1.. Statement of eligibility of Trustee*
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* Previously filed
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer
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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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the forms of prospectuses 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Santa Fe Energy
Resources, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston, State of Texas, on May 19, 1994.
SANTA FE ENERGY RESOURCES, INC.
By: /S/ MICHAEL J. ROSINSKI
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Michael J. Rosinski
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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
JAMES L. PAYNE* Chairman of the Board, President May 19, 1994
- ------------------------------------- and Chief Executive Officer and
James L. Payne Director (Principal Executive
Officer)
/s/ MICHAEL J. ROSINSKI Vice President and Chief Financial May 19, 1994
- ------------------------------------- Officer (Principal financial and
Michael J. Rosinski accounting officer)
ROD F. DAMMEYER* Director May 19, 1994
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Rod F. Dammeyer
WILLIAM E. GREEHEY* Director May 19, 1994
- -------------------------------------
William E. Greehey
ROBERT D. KREBS* Director May 19, 1994
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Robert D. Krebs
ALLAN V. MARTINI* Director May 19, 1994
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Allan V. Martini
MICHAEL A. MORPHY* Director May 19, 1994
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Michael A. Morphy
REUBEN F. RICHARDS* Director May 19, 1994
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Reuben F. Richards
MARC J. SHAPIRO* Director May 19, 1994
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Marc J. Shapiro
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SIGNATURE TITLE DATE
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<S> <C> <C>
KATHRYN D. WRISTON* Director May 19, 1994
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Kathryn D. Wriston
MELVYN N. KLEIN* Director May 19, 1994
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Melvyn N. Klein
DAVID M. SCHULTE* Director May 19, 1994
- -------------------------------------
David M. Schulte
*By: /s/ MICHAEL J. ROSINSKI
- -------------------------------------
Michael J. Rosinski,
Attorney-in-fact
</TABLE>
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EXHIBIT 12.1
SANTA FE ENERGY RESOURCES, INC.
STATEMENT REGARDING COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
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<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
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1994 1993 1993 1992 1991 1990 1989
------ ------ -------- ------ ------ ------ ------
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) Before Income Taxes
Consolidated.................... $ (8.3) $ 0.4 $ (150.2) $ (0.9) $ 32.7 $ 27.8 $ 51.3
Minority Interest in
Proportionally Consolidated
Subsidiary................... -- (0.2) (0.5) (0.5) (0.7) (0.8) (0.6)
Interest Expense
Consolidated.................... 9.4 12.6 41.5 50.7 39.6 46.5 16.7
Minority Interest in
Proportionally Consolidated
Subsidiary................... -- -- -- 0.1 0.1 0.1 0.1
------ ------ -------- ------ ------ ------ ------
Income (Loss) Available for Fixed
Charges......................... $ 1.1 $ 12.8 $ (109.2) $ 49.4 $ 71.7 $ 73.6 $ 67.5
------ ------ -------- ------ ------ ------ ------
------ ------ -------- ------ ------ ------ ------
Fixed Charges
Interest Costs, including
amounts capitalized
Consolidated................. 10.3 $ 13.7 $ 45.8 $ 55.6 $ 47.3 $ 57.1 $ 30.5
Minority Interest in
Proportionally Consolidated
Subsidiary................. -- 0.1 0.2 0.4 0.7 0.9 1.2
------ ------ -------- ------ ------ ------ ------
Total Fixed Charges........ 10.3 13.8 46.0 56.0 48.0 58.0 31.7
Preferred Dividend Requirement.... 3.0 3.0 11.5 7.0 -- -- --
------ ------ -------- ------ ------ ------ ------
Combined Fixed Charges and
Preferred Stock
Dividends $ 13.3 $ 16.8 $ 57.5 $ 63.0 $ 48.0 $ 58.0 $ 31.7
------ ------ -------- ------ ------ ------ ------
------ ------ -------- ------ ------ ------ ------
Ratio of Earnings to Fixed
Charges......................... N/A N/A N/A N/A 1.5:1 1.3:1 2.1:1
Amount by Which Fixed Charges
Exceed Income (Loss)
Available for Fixed
Charges...................... $ 9.2 $ 1.0 $ 155.2 $ 6.6 N/A N/A N/A
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends................. N/A N/A N/A N/A 1.5:1 1.3:1 2.1:1
Amount by Which Combined Fixed
Charges and Preferred Stock
Dividends Exceed Income
(Loss) Available for Fixed
Charges...................... $ 12.2 $ 4.0 $ 166.7 $ 13.6 N/A N/A N/A
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