<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1997
REGISTRATION NO. 333-28825
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HS RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3036864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE MARITIME PLAZA
15TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 433-5795
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
JAMES M. PICCONE, ESQ.
GENERAL COUNSEL
HS RESOURCES, INC.
1999 BROADWAY, SUITE 3600
DENVER, COLORADO 80202
(303) 296-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
It is requested that copies of communications be sent to:
RONALD R. LEVINE, II, ESQ.
DAVIS, GRAHAM & STUBBS LLP
370 SEVENTEENTH STREET, SUITE 4700
DENVER, COLORADO 80202
(303) 892-9400
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, 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. [ ]
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per unit(1) offering price(1) registration fee(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 2,864,225 $14.50 $41.531,263 $12,586
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the high and low prices
reported by The New York Stock Exchange on June 5, 1997. This fee was
previously paid by the Registrant.
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<PAGE> 3
PROSPECTUS
2,864,225 Shares
HS RESOURCES, INC.
COMMON STOCK
OFFERED BY THE SELLING STOCKHOLDER
----------------------------------
The shares of Common Stock, $.001 par value ("Common Stock"), of HS
Resources, Inc. (the "Company" or "HSR") offered by this Prospectus (the
"Shares") are for the account of a certain stockholder of the Company (the
"Selling Stockholder"). The Company will receive none of the proceeds from the
sale of the Shares. The Selling Stockholder directly, through agents designated
from time to time, or through dealers or underwriters also to be designated, may
sell the Shares from time to time on terms to be determined at the time of sale.
To the extent required, the specific Shares to be sold, the terms of the
offering, including price, the names of any agent, dealer or underwriter, and
any applicable commission, discount or other compensation with respect to a
particular sale will be set forth in an accompanying Prospectus Supplement. See
"Plan of Distribution" and "Selling Stockholder."
The Company's Common Stock is listed on The New York Stock Exchange
(Symbol: "HSE"). The Shares have been listed on such exchange.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES
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 REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Selling Stockholder and any broker-dealer, agents or underwriters
that participate with the Selling Stockholder in the distribution of the Shares
may be deemed to be underwriters within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commission received by them
and any profit on the resale of the Shares purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act. See "Plan
of Distribution" for indemnification arrangements regarding the sales by the
Selling Stockholder. The Company has paid substantially all of the costs of
this offering, estimated at $35,000.
The date of this Prospectus is June 20, 1997
<PAGE> 4
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, AGENT OR DEALER.
THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SHARES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT, NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE THE IMPLICATION THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THEIR RESPECTIVE DATES.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SELLING STOCKHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
AVAILABLE INFORMATION
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 Securities and Exchange Commission (the "Commission"). The Company is
currently subject to the periodic reporting and other informational requirements
of the Exchange Act. Such reports and other information may be inspected and
copied at the public reference facilities of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at
the following Regional Offices: 7 World Trade Center, Suite 1300, New York, New
York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Commission by
mail at prescribed rates. Requests should be directed to the Commission's
Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549. The Commission also maintains a website at
http://www.sec.gov that contains reports, proxy statements, and other
information. HSR's Common Stock is listed on The New York Stock Exchange (the
"NYSE"). Reports, proxy and information statements and other information
relating to HSR can be inspected at the offices of the NYSE at 20 Broad Street,
New York, New York 10005. Any such request and requests for the agreements
summarized herein should be directed to James M. Piccone, Secretary, HS
Resources, Inc., 1999 Broadway, Suite 3600, Denver, Colorado 80202, telephone
(303) 296-3600.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act with respect
to the Shares. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement in accordance with the rules and regulations of the Commission, and
reference is hereby made to the Registration Statement and the exhibits thereto
for further information with respect to the Company and the Shares.
The Registration Statement and the exhibits thereto can be obtained
from or inspected and copied at the public reference facilities maintained by
the Commission as described above.
2
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K as amended by the Company's
Form 10-K/A-1 for the year ended December 31, 1996, Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997 and Current Report on Form 8-K,
filed February 26, 1997, are incorporated by reference in this Prospectus.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities
registered hereunder shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus.
Upon request, the Company will provide without charge to each person
to whom a copy of this Prospectus has been delivered a copy of any documents
incorporated by reference herein (other than exhibits unless the exhibits are
specifically incorporated by reference into this Prospectus). Requests should
be directed to James M. Piccone, Secretary, HS Resources, Inc., 1999 Broadway,
Suite 3600, Denver, Colorado 80202.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes and incorporates by reference statements that
are not purely historical and are "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, including statements regarding the Company's expectations, hopes, beliefs,
intentions or strategies regarding the future. All statements other than
statements of historical facts included or incorporated by reference in this
Prospectus, including without limitation, statements made herein under "Risk
Factors" and statements in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 under "Business," "Properties," "Legal
Proceedings and Environmental Issues" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations," regarding reserves and their
values, planned capital expenditures, increases in oil and natural gas
production, trends or expectations concerning oil and gas prices, the number and
prospective nature of anticipated wells to be drilled in 1997 and thereafter,
development potential, infill potential, drillsite potential, exploitation and
exploration prospects and leads, drilling prospects, consolidation opportunities
and the Company's financial position, business strategy and other plans and
objectives for future operations, potential liabilities or the expected absence
thereof, the potential outcome of environmental matters, litigation and other
proceedings are forward-looking statements. All forward-looking statements
included or incorporated by reference in this Prospectus are based on
information available to the Company on the date hereof, or, with respect to
documents incorporated by reference, on the date thereof, and the Company
assumes no obligation to update such forward-looking statements. Although the
Company believes that the assumptions and expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct or that the Company will take any
actions that may presently be planned. There are numerous uncertainties inherent
in estimating quantities of proved oil and natural gas reserves and projecting
future rates of production and timing of development expenditures, including
many factors beyond the control of the Company.
Many factors may affect the Company's expectations and plans. Capital
expenditure and financing plans may change in connection with the success of
drilling activities, the general availability of capital, interest rates, and
cash flow available from operations. Cash flow available from operations may
change depending on costs of materials and services, regulatory burdens and
commodity prices. Oil and natural gas prices are volatile, and there are several
potentially significant adverse effects to the Company which can result if
product prices decline materially. First, lower product prices will adversely
impact the Company's cash flow and could cause the Company to (i) curtail its
capital program, (ii) borrow additional amounts under its revolving credit
agreement, or (iii) issue additional debt or equity securities. Second, lower
product prices could cause the borrowing base under the Company's bank credit
agreement to be reduced and certain covenant tests to be adversely affected.
Third, under rules promulgated by the Commission, companies that follow the full
cost accounting method are required to make quarterly "ceiling test"
calculations. Lower product prices adversely impact the ceiling calculation.
Should the Company realize sustained lower product prices, it could be required
to write down its oil and gas properties, resulting in a non-cash charge against
earnings.
Certain additional important factors that could cause actual results to
differ materially from the Company's forward-looking statements are disclosed
herein under "Risk Factors," under "Business," "Properties," "Legal Proceedings
and Environmental Issues," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 and in the Company's
Current Report on Form 8-K filed February 26, 1997, each of which is
incorporated by reference herein. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such factors.
3
<PAGE> 6
THE COMPANY
HS Resources, Inc. is a leading United States independent energy
company engaged in the development, acquisition, exploitation, exploration,
production and marketing of oil and natural gas. Through its experienced
management and technical staff, the Company has consistently increased reserves
and production and has established itself as one of the most efficient operators
in the industry. HSR has created a diversified asset base in three core
geographic areas: the Denver-Julesburg Basin (the "D-J Basin") of the Rocky
Mountains, the Anadarko and Arkoma Basins of the Mid-Continent and the on-shore
Gulf Coast area. It has done so by executing a large scale development drilling
program focused in the Wattenberg Field area of the D-J Basin and through the
acquisition of all the D-J Basin properties owned by Basin Exploration, Inc.
(the "Acquisitions"), the merger with Tide West Oil Company (the "Merger") and
the formation of Gulf Coast joint ventures. The Company believes that each core
geographic area presents operational and financial opportunities, positioning
the Company to maximize the benefits of its more predictable, long-lived
production in the D-J Basin, while providing meaningful exposure to potential
exploitation and exploration projects in the Mid-Continent and Gulf Coast, which
exhibit higher return potential. HSR has an inventory of growth opportunities
that includes in excess of 2,000 infill, development and exploratory drilling
locations and over 1.1 million gross undeveloped acres.
The Company has achieved substantial growth in reserves, production,
revenues and operating cash flow over the past five years. HSR has increased
reserves from 20.8 MMBoe as of December 31, 1990, to 142.0 MMBoe as of December
31, 1996. HSR also increased production from 0.9 MMBoe for the year ended
December 31, 1991, to 7.6 MMBoe for the year ended December 31, 1996. Oil and
natural gas revenues and operating cash flow (defined as net income before
depreciation, depletion and amortization and deferred income taxes) also have
grown significantly over this period, increasing from $12.8 million and $5.4
million, respectively, for the year ended December 31, 1991, to $107.3 million
and $56.5 million, respectively, for the year ended December 31, 1996.
At December 31, 1996, the Company's reserves had an estimated pre-tax
present value (discounted at 10%) of $1,131 million. Natural gas constituted
approximately 76% of the Company's reserves and approximately 76% of the
Company's reserves were classified as proved developed. At December 31, 1996,
the Company operated approximately 74% of its 3,562 wells. Management believes
that its ability to control the operation of its wells and to minimize overhead
expenses has contributed to the Company achieving one of the lowest cost
structures in the industry.
The Company's principal executive office is located at One Maritime
Plaza, 15th Floor, San Francisco, California 94111 and its telephone number at
such address is (415) 433-5795.
4
<PAGE> 7
RISK FACTORS
Prospective purchasers of the Shares should consider carefully the
specific factors set forth below, as well as the other information set forth
elsewhere or incorporated by reference in this Prospectus, in connection with
their investment in the Company.
VOLATILITY OF OIL AND NATURAL GAS PRICES; MARKETABILITY OF PRODUCTION
The Company's revenues, profitability and future rate of growth are
substantially dependent upon prevailing prices for its oil and natural gas.
Hydrocarbon prices can be extremely volatile and in recent years have been
depressed at times by warm weather, weak demand and excess total domestic and
imported supplies. Oil and natural gas prices have risen recently, but there
can be no assurance that such price levels will be sustained. Prices are also
affected by actions of state and local agencies, the United States and foreign
governments and international cartels. These external factors and the volatile
nature of the energy markets make it difficult to estimate accurately future
prices of oil and natural gas. Prices for D-J Basin natural gas, which
represents a significant portion of the Company's overall production, were
depressed until recently and have at times been more volatile than the prices
prevailing in the broader United States natural gas market. Although from time
to time the Company hedges a portion of its oil and natural gas production to
provide some protection from price declines, any substantial or extended
decline in the price of oil or natural gas would have a material adverse effect
on the Company's financial condition and results of operations. The
marketability of the Company's production depends upon the availability and
capacity of refineries, natural gas gathering systems, pipelines and processing
facilities. Federal and state regulation of oil and natural gas production and
transportation, general economic conditions and changes in supply and demand
all could adversely affect the Company's ability to produce and market its oil
and natural gas. If market factors were to change dramatically, the financial
impact on the Company could be substantial. The availability of markets and
the volatility of product prices are beyond the control of the Company and thus
represent a significant risk. See "--Governmental and Environmental
Regulation" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" incorporated by reference in this Prospectus.
EFFECTS OF LEVERAGE; EXISTING INDEBTEDNESS
As of March 31, 1997, the Company's total long-term debt was
approximately $363.6 million. The Company's leverage has important
consequences to the Company's stockholders, including the following: (i) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or general corporate purposes may
be impaired; (ii) a portion of the Company's cash flow from operations must be
dedicated to the payment of the principal of and interest on its existing
indebtedness; (iii) certain of the Company's borrowings, principally those
under the Company's revolving credit facility, are at variable rates of
interest, which may make the Company vulnerable to increases in interest rates;
and (iv) the terms of certain of the Company's indebtedness permit its
creditors to accelerate payments upon certain events of default or a change of
control of the Company. As of March 31, 1997, excluding the effect of interest
rate hedging arrangements covering $80 million in principal amount of
indebtedness, 38.4% of the aggregate borrowings of the Company were floating
rate obligations and 61.6% of the Company's borrowings were fixed rate
obligations, with an overall range of interest rates from 6 1/2% to 9 7/8% per
annum. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" incorporated by
reference in this Prospectus.
The Company's revolving credit facility, and the indentures under
which the Company's 9 1/4% Senior Subordinated Notes due 2006 (the "9 1/4%
Notes") and 9 7/8% Senior Subordinated Notes due 2003 (the "9 7/8% Notes") were
issued (the "Indentures"), impose financial and other restrictions on the
Company and its subsidiaries, including limitations on the incurrence of
additional indebtedness and limitations on the sale of assets. The Company's
revolving credit facility also requires the Company to (i) make periodic
payments of interest, (ii) make principal payments from the proceeds of certain
asset sales and in the event the Company's outstanding debt exceeds the
Borrowing Base (as defined therein), (iii) maintain certain financial ratios,
including interest coverage and leverage ratios and (iv) maintain a minimum
level of consolidated cash flow. There can be no assurance that these
requirements or other material requirements of the Company's revolving credit
facility will be met in the future. If they are not, the lenders under such
facility would be entitled to declare the indebtedness thereunder immediately
due and payable. Additionally, in the event of such an acceleration of
indebtedness by the lenders under the Company's revolving credit facility, a
default would be deemed to occur under the terms of the 9 1/4% Notes and the 9
7/8% Notes. In addition, the Indentures contain certain restrictive covenants
that may limit the ability of the Company to engage in certain transactions.
5
<PAGE> 8
Based upon the current and anticipated level of operations, the
Company believes that its cash flow from operations, together with the proceeds
available under the Company's revolving credit facility and its other sources
of liquidity, will be adequate to meet its anticipated requirements in the
foreseeable future for working capital, capital expenditures, interest payments
and scheduled principal payments. There can be no assurance, however, that the
Company's business will continue to generate cash flow at or above current
levels. If the Company is unable to generate sufficient cash flow from
operations to service its debt, it may be required to refinance all or a
portion of its existing debt (provided the necessary consents are obtained), or
to obtain additional financing. There can be no assurance that any such
refinancing would be possible or that any additional financing could be
obtained. The Company's ability to meet its debt service obligations and
reduce total indebtedness will be dependent not only upon its future drilling
and production performance, but also on oil and natural gas prices, general
economic conditions and financial, business and other factors affecting the
Company's operations, many of which are beyond the Company's control. The
Company's strategy and historical focus has been, and is expected to continue
to be, the development, acquisition, exploitation, exploration, production and
marketing of oil and natural gas. Each of these activities requires
substantial capital. The Company intends to finance such capital expenditures
in the future through cash flow from operations, the incurrence of additional
indebtedness and/or the issuance of additional equity securities. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" incorporated by reference in this
Prospectus.
ESTIMATION OF RESERVES
There are numerous uncertainties in estimating quantities of proved
reserves, future rates of production and the timing and success of development
expenditures, including many factors beyond the control of the Company. Thus,
the reserve data incorporated by reference in this Prospectus are calculated
estimates only. Although the Company believes all of its reserve estimates to
be reasonable, reserve estimates are only estimates and should be expected to
change as additional information becomes available. Furthermore, estimates of
oil and natural gas reserves, of necessity, are projections based on
engineering and production data, and the interpretation thereof, the projection
of future rates of production and the timing and success of development
expenditures.
Reserve engineering is a subjective process of estimating underground
accumulations of oil and natural gas that cannot be exactly measured, and the
accuracy of any reserve estimate is a function of the quality of available data
and of engineering and geological interpretation and judgment. Accordingly,
estimates of the economically recoverable quantities of oil and natural gas
attributable to any particular property or group of properties, classifications
of such reserves based on risk of recovery and estimates of the future net cash
flows expected therefrom, which are prepared by different engineers or by the
same engineers at different times, may vary substantially. Moreover, there can
be no assurance that the reserves set forth herein will ultimately be produced
or that the proved undeveloped reserves will be developed within the periods
anticipated. Variances from the estimates contained herein could be material.
In addition, the estimates of future net revenues from proved reserves of the
Company and the present value thereof are based upon certain assumptions about
production levels, prices and costs, which may be inaccurately estimated. With
respect to such estimates, the Company emphasizes that the discounted future
net cash flows should not be construed as representative of the fair market
value of the proved oil and natural gas properties belonging to the Company, as
discounted future net cash flows are based upon projected cash flows that do
not provide for changes in oil and natural gas prices or for changes in
expenses and capital costs. The accuracy of such estimates is highly dependent
upon the accuracy of the assumptions upon which they were based. Actual
results may differ materially from the results estimated. Prospective
purchasers of the Shares are cautioned not to place undue reliance on the
reserve data and resulting cash flow estimates incorporated by reference in
this Prospectus.
The Company accounts for its oil and natural gas producing activities
under the full cost method. This method imposes certain limitations on the
carrying (book) value of proved oil and natural gas properties and requires a
writedown of such assets for accounting purposes if such limits are exceeded.
The risk that the Company will be required to write down the carrying value of
its oil and natural gas properties increases as oil and natural gas prices
decline or remain depressed. If a writedown is required, it would result in a
non-cash charge to earnings. In the past, the Company has not been required to
write down its oil and natural gas properties. However, no assurance can be
given that the Company will not be required to make such a writedown in the
future.
6
<PAGE> 9
REPLACEMENT OF RESERVES
HSR's future performance depends in part upon its ability to acquire,
find and develop additional oil and natural gas reserves that are economically
recoverable. Without successful acquisition, exploration or development
activities, HSR's reserves will decline. No assurance can be given that HSR
will be able to acquire or find and develop additional reserves on an economic
basis.
HSR's business is capital intensive and, to maintain its asset base of
proved oil and natural gas reserves, a significant amount of cash flow from
operations must be reinvested in property acquisitions, development or
exploration activities. To the extent cash flow from operations is reduced and
external sources of capital become limited or unavailable, HSR's ability to
make the necessary capital investments to maintain or expand its asset base
would be impaired. Without such investment, HSR's oil and natural gas reserves
would decline.
HSR's strategy will include continued exploitation and exploration of
its existing properties and may include opportunistic acquisitions of other oil
and natural gas properties. The successful acquisition of producing properties
requires an assessment of recoverable reserves, future oil and natural gas
prices and operating costs, potential environmental and other liabilities and
other factors. Such assessments are necessarily inexact and their accuracy
inherently uncertain. There can be no assurance that HSR's acquisition
activities and exploration and development projects will result in increases in
reserves. HSR's operations may be curtailed, delayed or canceled as a result
of a lack of adequate capital and other factors, such as title problems,
weather, compliance with governmental regulations or price controls, mechanical
difficulties or shortages or delays in the delivery of equipment. Furthermore,
while HSR's revenues may increase if prevailing natural gas and oil prices
increase significantly, HSR's finding costs for additional reserves could also
increase. In addition, the costs of exploration and development may materially
exceed initial estimates.
RISKS OF HEDGING AND TRADING TRANSACTIONS
In order to manage its exposure to price risks in the marketing of its
oil and natural gas and in connection with its trading activities, HSR has in
the past entered and may in the future enter into oil and natural gas futures
contracts on the New York Mercantile Exchange ("NYMEX"), fixed price delivery
contracts and financial swaps. Those transactions that are intended to reduce
the effects of volatility of the price of oil and natural gas may limit
potential gains by HSR if oil and natural gas prices were to rise substantially
over the price established by the hedge. In addition, HSR's hedging and
trading may expose HSR to the risk of financial loss in certain circumstances,
including instances in which (i) production is less than expected, (ii) there
is a widening of price differentials between delivery points for HSR's
production and Henry Hub (in the case of NYMEX futures contracts) or delivery
points required by fixed price delivery contracts to the extent they differ
from those of HSR's production, (iii) HSR's customers or the counterparties to
its futures contracts fail to purchase or deliver the contracted quantities of
oil or natural gas or honor their financial commitments or (iv) a sudden,
unexpected event materially affects oil or natural gas prices. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" incorporated by reference in this
Prospectus.
GOVERNMENTAL AND ENVIRONMENTAL REGULATION
The Company's operations are subject to various Federal, state and
local governmental laws and regulations, which may be changed from time to time
in response to economic or political factors. Matters subject to regulation
include, but are not limited to, drilling and operations permits and approvals,
performance bonds, reports concerning operations, discharge and other
permitting requirements, the spacing of wells, unitization and pooling of
properties and taxation.
The Company's operations are subject to complex and constantly
changing environmental laws and regulations adopted by Federal, state and local
governmental authorities. Compliance with such laws has not had a material
adverse effect upon the Company to date. Nevertheless, the discharge of oil,
natural gas or other pollutants into the air, soil or water may give rise to
significant liabilities of the Company to the government and/or third parties,
and may require the Company to incur substantial costs for remediation.
Moreover, the Company has agreed to indemnify certain sellers of producing
properties from whom the Company has acquired properties against certain
liabilities for environmental claims associated with the properties purchased
by the Company. No assurance can be given that existing environmental laws or
regulations, as currently interpreted or as may be in the future, or future
laws or regulations will not materially
7
<PAGE> 10
adversely affect the Company's results of operations and financial condition or
that material indemnity claims will not arise against the Company with respect
to properties acquired by the Company.
Recently there has been an increased level of regulation of oil and
natural gas activities in Colorado. For example, the Colorado Oil and Gas
Conservation Commission adopted, and is considering the adoption of additional,
stricter regulation of matters such as soil conservation, land reclamation,
fluid disposal and bonding of oil and natural gas companies. Additionally,
various cities and counties are currently reviewing their ordinances to
determine the level of regulatory authority, if any, they should assert over
such matters. At present, it cannot be determined to what degree stricter
regulations, if adopted, would adversely affect the Company's operations.
OPERATING HAZARDS; UNINSURED RISKS
The Company's operations are subject to hazards and risks inherent in
drilling for and production and transportation of oil and natural gas, such as
fires, natural disasters, explosions, encountering formations with abnormal
pressures, blowouts, cratering, pipeline failures and spills, any of which can
result in loss of hydrocarbons, environmental pollution, personal injury claims
and other damage or impacts to properties of the Company and others, including
suspension of operations. The business is also subject to environmental
hazards such as oil spills, natural gas leaks, ruptures and discharges of toxic
natural gases, which could expose the Company to substantial liability due to
pollution and other environmental damage. The Company's insurance coverages
include, but are not limited to, comprehensive general liability, automobile,
personal injury, bodily injury and property damage, pollution liability,
physical damage on certain assets, workers' compensation and control of well
insurance. The Company believes that its insurance is adequate and customary
for companies of a similar size engaged in operations similar to those of the
Company, but losses could occur for uninsurable or uninsured risks or in
amounts in excess of existing insurance coverage.
COMPETITION
The oil and natural gas industry is highly competitive. The Company
competes in the areas of property acquisitions and the development, production
and marketing of oil and natural gas with major oil companies, other
independent oil and natural gas concerns and individual producers and
operators. The Company also competes with major and independent oil and
natural gas concerns in recruiting and retaining qualified employees. Many of
these competitors have substantially greater financial and other resources than
the Company.
8
<PAGE> 11
USE OF PROCEEDS
The Company will not receive any of the net proceeds from the sale of
the Shares, and all of such proceeds will be received by the Selling
Stockholder.
SELLING STOCKHOLDER
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of June 20, 1997 by the Selling
Stockholder, the number of shares being offered by the Selling Stockholder and
the number and percentage of the outstanding shares to be owned by the Selling
Stockholder after this offering, assuming all of the Shares are sold.
<TABLE>
<CAPTION>
Shares of Common Stock Number of Shares Shares of Common Stock
Beneficially Owned Offered Hereby for Beneficially Owned
Prior to Offering Stockholder's Account After the Offering
----------------- --------------------- ------------------
Name of Beneficial Owner Number Percentage Number Percentage
------------------------ ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Natural Gas Partners, L.P. 3,611,987(1) 19.64 2,864,225 747,762 4.36
</TABLE>
- ------------------
(1) Includes 740,262 shares subject to issuance within 60 days after June 20,
1997, upon the exercise of warrants and 7,500 shares subject to issuance upon
the exercise of options granted under the 1993 Directors' Plan to Kenneth A.
Hersh and subsequently assigned by him to the Selling Stockholders.
Kenneth A. Hersh is a member of the board of directors of the Company
and a managing partner of the Selling Stockholder. The Selling Stockholder
previously acted as a subordinated lender to the Company. In consideration of
such financing, the Selling Stockholder acquired, and currently holds, two
warrants to purchase an aggregate of 740,262 shares of Common Stock at an
exercise price of from $6.67 to $10.00 per share. The warrants expire
January 31, 2001.
On February 25, 1996, the Company entered into a merger agreement (the
"Merger Agreement") with Tide West Oil Company ("Tide West"). Pursuant to the
Merger Agreement, Tide West was merged into a wholly-owned subsidiary of the
Company. Pursuant to the Merger Agreement, the Merger was consummated in June
1996 following special shareholder meetings of the shareholders of the Company
and Tide West. The Selling Stockholder was Tide West's largest stockholder,
owning approximately 4,550,000 shares, or 46.49%, of the outstanding common
stock of Tide West. Three representatives of the Selling Stockholder were
members of Tide West's board of directors at the time of the Merger. The
Company and the Selling Stockholder entered into a voting agreement whereby the
Selling Stockholder agreed to vote its shares in Tide West in favor of approval
of the Merger Agreement. In consideration of this agreement, the Company agreed
to take such action as is required to appoint a designee of the Selling
Stockholder to the Company's board of directors following consummation of the
Merger. Mr. Hersh, already then a member of the Company's board, was not
considered to be the Selling Stockholder designee. Following the consummation of
the Merger, the Company's board took appropriate action to increase the number
of authorized directors to six, and appointed Mr. Philip B. Smith, a former
director, president and chief executive officer of Tide West, as the nominee of
the Selling Stockholder to the vacancy so created. Pursuant to an agreement
entered into between the Selling Stockholder and Tide West in 1995, the Selling
Stockholder received a fee in 1996 for financial services in the amount of
$150,000 upon consummation of the Merger. Currently, both Mr. Hersh and Mr.
Smith are directors of HSR.
Pursuant to a Registration Rights Agreement between the Company and
the Selling Stockholder dated June 17, 1996, which was entered into in
connection with the Merger, the Company agreed to cause the Registration
Statement, of which this Prospectus is a part, to be kept continuously
effective for a period ending not less than three years from the date of the
Registration Rights Agreement and thereafter until such time as the amount of
Registrable Securities (as defined therein) held by the Selling Stockholder,
together with the Selling Stockholder's affiliates, represents less than 10
percent of the then outstanding Common Stock.
9
<PAGE> 12
PLAN OF DISTRIBUTION
The Shares may be sold from time to time to purchasers directly by the
Selling Stockholder. Alternatively, the Selling Stockholder may from time to
time offer the Shares through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholder and/or the purchasers of the Shares for whom they
may act as agent. The Selling Stockholder and any underwriters, dealers or
agents that participate in the distribution of the Shares may be deemed to be
underwriters and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of shares is made, to
the extent required, a Prospectus Supplement will be distributed that will set
forth the specific shares to be sold and the terms of the offering, including
the name or names of any underwriters or dealer-agents, any discounts,
commissions and other items constituting compensation from the Selling
Stockholder and any discounts, commissions or concessions allowed or reallowed
or paid to dealers.
The Shares may be sold from time to time in one or more transactions
at a fixed offering price that may be changed or at varying prices determined
at the time of sale or negotiated prices.
The Company has paid substantially all of the expenses incident to the
offering of the Shares, other than commissions and discounts of underwriters,
dealers or agents and the fees and expenses of counsel to the Selling
Stockholder.
VALIDITY OF SECURITIES
The validity of the Shares has been passed upon by Davis, Graham &
Stubbs LLP Denver, Colorado.
EXPERTS
The Consolidated Financial Statements of the Company included in its
Annual Report on Form 10-K for the year ended December 31, 1996 and
incorporated by reference in this Prospectus, to the extent and for the periods
indicated in their report, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report dated February 24,
1997, with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
Estimates of historical oil and natural gas reserves of the Company as
of December 31, 1994 and 1995 incorporated by reference herein are based upon
engineering studies prepared by the Company and reviewed by the independent
petroleum engineering firms of Williamson Petroleum Consultants, Inc. and
Netherland, Sewell & Associates, Inc. Estimates of historical oil and natural
gas reserves of the Company as of December 31, 1996 incorporated by reference
herein are based upon engineering studies prepared by the Company. In the
aggregate, 78.4% of the Company's total reserves as of December 31, 1996 were
reviewed by the two engineering firms. Such estimates are incorporated by
reference herein in reliance upon the authority of such firms as experts in
such matters.
10
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibits
3.1 Amended and Restated Certificate of Incorporation of
the Company. (Incorporated herein by reference to
Exhibit 3.1 to the Company's Registration Statement
on Form S-1, No. 33-52774, filed October 2, 1992.)
3.2 Third Amended and Restated Bylaws of the Company
adopted December 16, 1996. (Incorporated herein by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4, No. 333-19433,
filed January 8, 1997.)
4.1 Form of Indenture dated December 1, 1993, entered
into between the Company and the Trustee.
(Incorporated by reference to Exhibit 4.7 to
Amendment No. 3 to the Company's Registration
Statement on Form S-3, No. 33-70354, filed November
23, 1993.)
4.2 Indenture dated November 27, 1996, among the
Company, Orion Acquisition, Inc., HSRTW, Inc., and
Harris Trust and Savings Bank as Trustee.
(Incorporated herein by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-4,
No. 333-19433, filed January 8, 1997.)
4.3 First Supplemental Indenture dated November 25, 1996
among the Company, Orion Acquisition, Inc., HSRTW,
Inc., and Harris Trust and Savings Bank as Trustee.
(Incorporated herein by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-4,
No. 333-19433, filed January 8, 1997.)
4.4+ Registration Rights Agreement between the Company
and Natural Gas Partners, L.P. dated June 17, 1996.
5.1* Opinion of Davis, Graham & Stubbs LLP
10.1 Amended Note and Warrant Purchase Agreement dated
January 15, 1991, among NGP, Resolute Resources,
Inc., and the Company. (Incorporated by reference
to Exhibit 4.4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31,
1990, filed February 14, 1991.)
10.1.1 Amendment No. 1 to Note and Warrant Purchase
Agreement dated June 28, 1991, between the Company
and NGP. (Incorporated by reference to Exhibit
4.4.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1991, filed
September 30, 1991.)
10.1.2 Second Amendment to Note and Warrant Purchase
Agreement dated August 17, 1992, between the Company
and NGP. (Incorporated by reference to Exhibit
4.2.2 to Amendment No. 2 to the Company's
Registration Statement on Form S-1, No. 33-52774,
filed November 19, 1992.)
10.1.3 Third Amendment to Note and Warrant Purchase
Agreement dated October 21, 1993, between the
Company and NGP. (Incorporated by reference to
Exhibit 4.1.3 to Amendment
II-1
<PAGE> 14
No. 2 to the Company's Registration Statement on
Form S-3, No. 33-70354, filed November 23, 1993.)
10.2 Amended and Restated Warrant Agreement dated January
15, 1991, between NGP and the Company.
(Incorporated by reference to Exhibit 4.5.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1990, filed February 14,
1991.)
10.3 Amended Warrant No. W-1, dated January 15, 1991, and
issued by the Company to NGP. (Incorporated by
reference to Exhibit 4.6.1 to the Form 8, Second
Amendment to Form 10, filed April 8, 1991.)
10.3.1 Amendment No. 1 to Amended Warrant No. W-1, dated
December 30, 1991, and issued by the Company to NGP.
(Incorporated by reference to Exhibit 4.6.2 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1991, filed on February
14, 1991.)
10.4 Form of Warrant No. W-10, dated January 28, 1992,
and issued by the Company to NGP. (Incorporated by
reference to Exhibit 4.16 to Amendment No. 1 to the
Company's Registration Statement on Form S-1, No.
33-52774, filed November 9, 1992.)
10.5 1987 Stock Incentive Plan, as amended December 2,
1996. (Incorporated by reference to Exhibit 10.5 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, filed March 19,
1997.)
10.6 Common Stock Purchase Warrant dated July 12, 1990 by
the Company to James E. Duffy. (Incorporated by
reference to Exhibit 10.5 to the Form 8, Second
Amendment to Form 10, filed April 8, 1991.)
10.7 HS Resources, Inc. Rule 701 Compensatory Benefit
Plan. (Incorporated by reference to Exhibit 10.5.2
to the Form 8, Second Amendment to Form 10 filed
April 8, 1991.)
10.8 1992 Directors' Stock Option Plan. (Incorporated by
reference to Exhibit 10.10 to Amendment No. 1 to the
Company's Registration Statement on Form S-1, No.
33-52774, filed November 9, 1992.)
10.8.1 1993 Directors' Stock Option Plan. (Incorporated by
reference to Exhibit 10.8.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993, filed March 31, 1994 (as amended
by Form 10-K/A-1 on April 8, 1994.))
10.9 Form of Indemnification Agreement for Directors of
the Company. (Incorporated by reference to Exhibit
10.16 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, filed
March 25, 1996.)
10.10 Lease Agreement dated October 6, 1993, between the
Company and JMB Group Trust IV and Endowment and
Foundation Realty, Ltd.--JMB III for the premises at
One Maritime Plaza, San Francisco, California.
(Incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, filed March 31, 1994
(as amended by Form 10-K/A-1 on April 8, 1994.))
10.11 Lease Agreement dated March 28, 1994, between the
Company and 1999 Broadway Partnership for the
premises at 1999 Broadway, Denver, Colorado.
(Incorporated by reference to Exhibit 10.15 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, filed August 12, 1994.)
II-2
<PAGE> 15
10.12 Interest exchange agreement between The Chase
Manhattan Bank, N.A. and the Company dated May 9,
1995. (Incorporated by reference to Exhibit 10.19
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995, filed August 14,
1995.)
10.13 Amended and Restated Agreement and Plan of Merger,
dated as of April 29, 1996, among the Company, HSR
Acquisition, Inc. and Tide West Oil Co.
(Incorporated by reference as Annex A to Amendment
No. 2 to the Company's Registration Statement on
Form S-4, No. 333-01991, filed on May 2, 1996.)
10.14 Agreement for Purchase and Sale of Assets
[Monetization], dated as of February 24, 1996, among
the Company, Basin Exploration, Inc. ("Basin") and
Orion Acquisition, Inc. (Incorporated by reference
to Exhibit 2.3 to the Company's Form 8-K, filed
March 12, 1996.)
10.15 Agreement for Purchase and Sale of Assets
[Wattenberg], dated as of February 24, 1996, among
the Company, Orion Acquisition, Inc. and Basin.
(Incorporated by reference to Exhibit A to the
Company's Schedule 13D relating to Basin
Exploration, Inc. filed on March 6, 1996.)
10.16 Purchase and Sale Agreement, dated December 1, 1995,
between the Company and Wattenberg Gas Investments,
LLC. (Incorporated by reference to Exhibit 10.26 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed March 25,
1996.)
10.17 Rights Agreement, dated as of February 28, 1996,
between the Company and Harris Trust Company of
California as Rights Agent. (Incorporated by
reference to Exhibit 1 to the Company's Form 8-A,
filed March 11, 1996.)
10.18 Purchase and Sale Agreement dated March 25, 1996
between Orion Acquisition, Inc., the Company and
Wattenberg Resources Land, L.L.C. (Incorporated by
reference to Exhibit 10.28 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed May 15, 1996.)
10.19 Credit Agreement, dated as of June 7, 1996, among
the Company and The Chase Manhattan Bank, N.A.
("Chase"), as agent of the Banks signatory thereto.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.20 Amended and Restated Credit Agreement dated as of
June 14, 1996, among the Company, Chase as agent,
and the Banks signatory thereto. (Incorporated by
reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)
10.21 First Amendment to Amended and Restated Credit
Agreement dated as of June 17, 1996, by and among
the Company and Chase in its individual capacity and
as agent for the Lenders. (Incorporated by
reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)
10.22 Second Amendment to Amended and Restated Credit
Agreement dated as of November 27, 1996 among the
Company and Chase in its individual capacity and as
agent for the Lenders. (Incorporated herein by
reference to Exhibit 10.22 to the Company's
Registration Statement on Form S-4, No. 333-19433,
filed January 8, 1997.)
10.23 Assignment of Liens and Amendment of Amended,
Restated and Consolidated Mortgage, Assignment of
Production, Security Agreement and Financing
Statement, dated June 14,
II-3
<PAGE> 16
1996, among Chase (Assignor), Chase (Assignee) and
the Company. (Incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.24 Guaranty Agreement by HSR Acquisition, Inc. in favor
of Chase, as Agent, dated June 14, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.25 Guaranty Agreement by Orion Acquisition, Inc. in
favor of Chase, as Agent, dated June 14, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.26 First Amendment to Guaranty Agreement dated as of
June 17, 1996, by and among Orion Acquisition, Inc.
and Chase, in its individual capacity and as agent
for the Lenders. (Incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.27 First Amendment to Guaranty Agreement dated as of
June 17, 1996, by and among HSRTW, Inc. (formerly
HSR Acquisition, Inc.) and Chase, in its individual
capacity and as agent for the Lenders.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.28 Third Amendment and Supplement to Amended, Restated
and Consolidated Mortgage, Assignment of Production,
Security Agreement and Financing Statement, dated as
of July 15, 1996, by and between the Company and
Chase. (Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.29 Hedging Agreement between Chase and the Company
dated May 1, 1996. (Incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.30 Hedging Agreement between Chase and the Company
dated May 1, 1996. (Incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.31 Hedging Agreement between Chase and the Company
dated June 1, 1996. (Incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.32 Purchase and Sale Agreement between the Company and
Wattenberg Gas Investments, LLC dated April 25,
1996. (Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.33 Purchase and Sale Agreement between Wattenberg
Resources Land L.L.C. and Wattenberg Gas
Investments, LLC dated May 21, 1996. (Incorporated
by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)
10.34 Purchase and Sale Agreement between Orion
Acquisition, Inc. and Wattenberg Gas Investments,
LLC dated June 14, 1996. (Incorporated by reference
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed August 14,
1996.)
II-4
<PAGE> 17
10.35 Purchase and Sale Agreement between Wattenberg
Resources Land L.L.C. and Wattenberg Gas
Investments, LLC dated June 14, 1996. (Incorporated
by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)
10.36 Purchase and Sale Agreement between Orion
Acquisition, Inc. and Wattenberg Gas Investments,
LLC dated June 14, 1996. (Incorporated by reference
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed August 14,
1996.)
10.37 Purchase and Sale Agreement between the Company and
Wattenberg Gas Investments, LLC dated June 28, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.38 Purchase and Sale Agreement between HSRTW, Inc. and
Westtide Investments, LLC dated August 9, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, filed November 7, 1996.)
10.39 Acquisition Agreement between the Company and TCW
Portfolio No. 1555 DR V Sub-Custody Partnership,
L.P. dated August 30, 1996. (Incorporated by
reference to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996, filed
November 7, 1996.)
10.40 Purchase Agreement dated November 27, 1996 among the
Company, Orion Acquisition, Inc., HSRTW, Inc.,
Salomon Brothers Inc., Chase Securities Inc., Lehman
Brothers Inc., and Prudential Securities
Incorporated. (Incorporated by reference to Exhibit
10.40 to the Company's Registration Statement on
Form S-4, No. 333-19433, filed January 8, 1997.)
10.41 Registration Agreement dated November 27, 1996 among
the Company, Orion Acquisition, Inc., HSRTW, Inc.,
and Salomon Brothers Inc. in its individual capacity
and as agent for Chase Securities Inc., Lehman
Brothers Inc., and Prudential Securities
Incorporated. (Incorporated by reference to Exhibit
10.41 to the Company's Registration Statement on
Form S-4, No. 333- 19433, filed January 8, 1997.)
10.42 Employment Agreement between James Piccone and the
Company, dated April 21, 1995. (Incorporated by
reference to Exhibit 10.42 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996, filed March 19, 1997.)
10.43 1997 Performance and Equity Incentive Plan.
(Incorporated by reference to Exhibit A to the
Company's Definitive Proxy Statement for its Annual
Meeting of Stockholders held on May 22, 1997, filed
April 24, 1997.)
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Williamson Petroleum Consultants, Inc.
23.3* Consent of Netherland, Sewell & Associates, Inc.
23.4* Consent of Davis, Graham & Stubbs LLP (contained in
Exhibit 5.1).
* Filed herewith
+ Previously filed
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes that, for the purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of
II-5
<PAGE> 18
the Securities Exchange Act of 1934) that is incorporated by reference in this
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.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; notwithstanding
the foregoing, any increase or decrease in volume
of securities offered (if the total dollar of
securities offered would not exceed that which
was registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement,
provided, however, that paragraphs (a)(i) and (a)(ii) do
not apply if the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, that are incorporated
by reference in the Registration Statement;
(b) 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.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses is 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-6
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Denver, Colorado on the twentieth day of June, 1997.
HS Resources, Inc.
a Delaware corporation
By: /s/ Nicholas J. Sutton*
--------------------------------------
Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the
capacities and on the date indicated.
June 20, 1997 By: /s/ Nicholas J. Sutton*
Date ----------------------------------------
Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)
June 20, 1997 By: /s/ P. Michael Highum*
Date ----------------------------------------
P. Michael Highum
President and Director (Principal
Executive Officer)
June 20, 1997 By: /s/ James E. Duffy
Date ----------------------------------------
James E. Duffy
Vice President - Finance and Chief
Financial Officer and
Director (Principal Financial
Officer)
II-7
<PAGE> 20
June 20, 1997 By: /s/ Annette M. Montoya*
Date ----------------------------------------
Annette M. Montoya
Vice President - Accounting/HR/OM
June 20, 1997 By: /s/ Kenneth A. Hersh*
Date ----------------------------------------
Kenneth A. Hersh
Director
June 20, 1997 By: /s/ Michael J. Savage*
Date ----------------------------------------
Michael J. Savage
Director
June 20, 1997 By: /s/ Philip B. Smith*
Date ----------------------------------------
Philip B. Smith
Director
*By: /s/ James E. Duffy
---------------------------------------
Attorney-in-fact
II-8
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
<S> <C> <C>
5.1 Opinion of Davis, Graham & Stubbs LLP
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Williamson Petroleum Consultants, Inc.
23.3 Consent of Netherland, Sewell & Associates, Inc.
23.4 Consent of Davis, Graham & Stubbs LLP (contained in
Exhibit 5.1)
</TABLE>
<PAGE> 1
Exhibit 5.1
June 20, 1997
HS Resources, Inc.
One Maritime Plaza, 15th Floor
San Francisco, California 94111
Re: Shelf Registration Statement on Form S-3 Relating
to 2,864,225 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for HS Resources, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission. The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
2,864,225 shares of the Company's common stock, par value $.001 per share (the
"Shares"), offered for the account of a certain stockholder of the Company.
This opinion is delivered pursuant to the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act.
We have examined certain documents, corporate records and other
instruments and relied on originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments, have made such inquiries as to questions of fact of officers and
representatives of the Company, and have made such examinations of law as we
have deemed necessary or appropriate for purposes of giving the opinion
expressed below. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies.
<PAGE> 2
HS Resources
June 20, 1997
Page 2
The following opinion is limited solely to the applicable General
Corporation Law of the State of Delaware. While we are not licensed to practice
in the State of Delaware, we have reviewed applicable provisions of the General
Corporation Law of Delaware as we have deemed appropriate in connection with the
provisions expressed herein. Except as described, we have neither examined nor
do we express any opinion with respect to Delaware law.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly and validly authorized, validly issued, fully paid and
non-assessable shares of capital stock of the Company.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
this firm under the heading "Validity of Securities" in the Prospectus included
in the Registration Statement as the counsel who will pass upon the validity of
the Shares. In giving this consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Davis, Graham & Stubbs LLP
DAVIS, GRAHAM & STUBBS LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
Registration Statement.
Denver, Colorado
June 20, 1997 /s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ENGINEERS
Williamson Petroleum Consultants, Inc. (Williamson) hereby consents to
the incorporation by reference to Williamson and our review entitled "Review of
Oil and Gas Reserves and Associated Net Revenues to the Interests of HS
Resources, Inc. in Certain Major-Value Properties in the Rocky Mountain/Gulf
Coast Property Group as Prepared by HS Resources, Inc., Effective December 31,
1996, Constant Pricing Economics, Williamson Project 6.8461" in the HS
Resources, Inc. Amendment No. 1 to Registration Statement on Form S-3 to be
filed on June 20, 1997 with the Securities and Exchange Commission.
/s/ Williamson Petroleum Consultants, Inc.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Houston, Texas
June 19, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the references to our firm in the form and context
in which they appear under the heading "Experts" in this Amendment No. 1 to
Registration Statement on Form S-3 of HS Resources, Inc. ("HSR") and the
incorporation by reference into the foregoing of all references to our firm
included in the Annual Report on Form 10-K of HSR for the year ended December
31, 1996.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Clarence M. Netherland
------------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
June 20, 1997
