<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996 Commission File Number 0-18886
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 No.)
ONE MARITIME PLAZA, FIFTEENTH FLOOR
SAN FRANCISCO, CA 94111
- ---------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 433-5795
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
<TABLE>
<S> <C>
Title of each class of stock
- ----------------------------
Common Stock - $.001 par value New York Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to best
of registrant's knowledge, in definitive proxy information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of Common Stock held by non-affiliates of the registrant
as of the close of business at February 28, 1997: $213,188,731
Number of shares of Common Stock outstanding as of the close of business on
February 28, 1997: 17,014,112 after deducting 121,952 shares in treasury.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement of HS Resources, Inc. to be dated on or before
April 30, 1997, are incorporated by reference into Part III. (A definitive
proxy statement will be filed with the Commission within the prescribed
period.)
<PAGE> 2
PART IV
Item 14. EXHIBITS
(a) 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 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 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 by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-4, No 333-19433, filed
January 8, 1997.)
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 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.)
67
<PAGE> 3
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 on
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.)
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.)
68
<PAGE> 4
10.14 Agreement for Purchase and Sale of Assets, dated as of February 24,
1996, among the Company, Basin Exploration, Inc. ("Basin") and Orion
Acquisition, Inc. ("Orion"). (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 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 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, 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.)
69
<PAGE> 5
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 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.)
10.35 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.)
70
<PAGE> 6
10.36 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.)
10.37 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.)
10.38 Purchase and Sale Agreement between the Company and Wattenberg Gas
Investments, LC 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.)
10.39 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.)
10.40 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.)
10.41 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.)
10.42 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.)
10.43 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 on March 19, 1997.)
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Williamson Petroleum Consultants, Inc.
23.3* Consent of Netherland, Sewell & Associates, Inc.
27 Finanacial Data Schedule. (Incorporated by reference to Exhibit 27
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed on March 19, 1997.)
- ----------
* Filed herewith
71
<PAGE> 7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 20th day of
March, 1997.
HS RESOURCES, INC.
By /s/ JAMES M. PICCONE, ESQ.
-----------------------------------
James M. Piccone, Esq.
Vice President, General
Counsel and Secretary
72
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Williamson Petroleum Consultants, Inc.
23.3* Consent of Netherland, Sewell & Associates, Inc.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K, into HS Resources, Inc.'s previously
filed Registration Statement File Nos. 333-19433, 333-21221, 33-52774 and
33-91934.
/s/ ARTHUR ANDERSEN LLP
------------------------------------
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 20, 1997
<PAGE> 1
CONSENT OF INDEPENDENT ENGINEERS
Williamson Petroleum Consultants, Inc. (Williamson) hereby consents to (i)
the references to Williamson and our review entitled "Review of Oil and Gas
Reserves and Associated Net Revenue 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. Annual Report on
Form 10-K filed with the Securities and Exchange Commission (the Commission) on
March 19, 1997, and an amendment to be filed on or about March 20, 1997, (ii)
incorporation of the foregoing by reference in (a) the HS Resources, Inc.
Registration Statement on Form S-4 initially filed with the Commission on
January 8, 1997, and the first amendment to be filed on or about March 20, 1997,
(b) the HS Resources, Inc. Registration Statement Form S-3 initially filed with
the Commission on February 5, 1997, and any amendments thereof, and (c) the HS
Resources, Inc. Registration Statements on Form S-8 initially filed with the
Commission on April 21, 1993 and May 5, 1995.
/s/ WILLIAMSON PETROLEUM
CONSULTANTS, INC.
WILLIAMSON PETROLEUM CONSULTANTS,
INC.
Houston, Texas
March 20, 1997
<PAGE> 1
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the reference of our firm in the HS Resources , Inc.
Annual Report on Form 10-K for the year ended December 31, 1996, filed with the
Securities and Exchange Commission (SEC) on March 19, 1997, an amendment thereof
to be filed on or about March 20, 1997, and the incorporation of the foregoing
by reference in (a) the HS Resources, Inc. Registration Statement on Form S-4
initially filed with the SEC on January 8, 1997, and any amendments thereof; (b)
the HS Resources, Inc. Registration Statement Form S-3 initially filed with the
SEC on February 5, 1997, and any amendments thereof; and (c) the HS Resources,
Inc. Registration Statements on Form S-8 initially filed with the SEC on April
21, 1993, and May 5, 1995, and any amendments thereof.
NETHERLAND, SEWELL & ASSOCIATES,
INC.
By: /s/ Frederic D. Sewell
Frederic D. Sewell
President
Dallas, Texas
March 20, 1997
