<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 29, 1996
Date of Report (Date of earliest event reported)
NATIONAL ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19136 58-1922764
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4925 GREENVILLE AVENUE, SUITE 1400
DALLAS, TEXAS 75206
(Address of principal executive offices and zip code)
(214) 692-9211
(Registrant's telephone number,
including area code)
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-1-
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The following financial statements included in the Proxy
Statement filed with the Commission, as part of, or in
conjunction with, the Registration Statement on Form S-4
(Registration No. 333-9045), as amended, originally filed with
the Commission on July 29, 1996, and declared effective on August
8, 1996, are incorporated herein by reference:
<TABLE>
<CAPTION>
PAGE NUMBERS IN THE
PROXY STATEMENT/PROSPECTUS
--------------------------
<S> <C>
Audited consolidated balance sheets of Alexander
Energy Corporation as of December 31, 1994 and
1995 and the related consolidated statements of
operations, stockholders' equity and cash flows
for each of the three years and the period ended
December 31, 1995 . . . . . . . . . . . . . . Pages F-31 through F-53
</TABLE>
The following financial statements included in the Quarterly
Report on Form 10-Q of Alexander Energy Corporation, for the
quarter ended June 30, 1996 filed with the Commission on August
14, 1996, are incorporated herein by reference:
<TABLE>
<CAPTION>
PAGE NUMBERS IN THE
QUARTERLY REPORT ON FORM 10-Q
-----------------------------
<S> <C>
Unaudited condensed consolidated balance sheet of
Alexander Energy Corporation as of June 30, 1996,
and the related unaudited condensed consolidated
statements of operations for the three and six-
month periods ended June 30, 1995 and 1996 and
the unaudited condensed consolidated statements
of cash flows for the six-month periods ended
June 30, 1995 and 1996 . . . . . . . . . . . . . Pages 1 through 4
</TABLE>
(b) Pro Forma Financial Information
The following pro forma combined condensed financial statements of
the Company are attached to this Current Report on Form 8-K/A No.
1 on page numbers F-1 through F-10 and are incorporated herein by
reference: Unaudited pro forma combined condensed statements of
operations of National Energy Group, Inc. for the year ended
December 31, 1995 and the six-month periods ended June 30, 1995
and 1996 and the unaudited pro forma combined condensed balance
sheet of National Energy Group, Inc. as of June 30, 1996.
(c) Exhibits
The following materials are filed as exhibits to this Current
Report on Form 8-K/A No. 1:
- 2 -
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<S> <C>
2.1 Agreement and Plan of Merger dated as of June 6, 1996 by
and among the Registrant, NEG-OK and Alexander(1)
2.2 First Amendment to Agreement and Plan of Merger dated as
of June 20, 1996 by and among the Registrant, NEG-OK and
Alexander(1)
2.3 Mutual Waiver Agreement dated as of August 29, 1996 by and
among the Registrant, NEG-OK and Alexander(2)
3.1 Certificate of Incorporation of the Registrant, which
includes the Certificate of Incorporation of the
Registrant filed with the Secretary of State of Delaware
on November 20, 1990(3), the Certificate of Elimination of
the Redeemable Convertible Preferred Stock, Series A of
the Registrant, filed with the office of the Secretary of
State of the State of Delaware on June 2, 1994(2), the
Certificate of Amendment of Certificate of Incorporation
of the Registrant, filed herewith as Exhibit 3.2, the
Certificate of Designations of the Registrant of 10%
Cumulative Convertible Preferred Stock, Series B(4), the
Certificate of Designations of the Registrant of 10- 1/2%
Cumulative Convertible Preferred Stock, Series C(5), the
Certificate of Designations of the Registrant of
Convertible Preferred Stock, Series D, filed herewith as
Exhibit 4.1, and the Certificate of Designations of the
Registrant of Convertible Preferred Stock, Series E, filed
herewith as Exhibit 4.2
3.2 Certificate of Amendment of Certificate of Incorporation
of the Registrant, filed with the office of the Secretary
of State of the State of Delaware on August 29, 1996(2)
4.1 Certificate of Designations of the Registrant of
Convertible Preferred Stock, Series D(2)
4.2 Certificate of Designations of the Registrant of
Convertible Preferred Stock, Series E(2)
4.3 Note Agreement dated as of April 25, 1989, by and among
AEJH 1989 Limited Partnership, Alexander and John Hancock
Mutual Life Insurance (10 1/2% Senior Secured Notes)(6)
4.4 Letter dated August 29, 1996 between Alexander and John
Hancock Mutual Life Insurance Company relating to the
payment of the 1989 Notes(2)
4.5 Specimen Common Stock Certificate(7)
10.29 Prudential Securities Incorporated Warrant to purchase
100,000 Shares of Common Stock, dated August 29, 1996(2)
10.30 Gaines Berland, Inc. Warrant to purchase 300,000 Shares of
Common Stock, dated August 29, 1996(2)
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C>
10.31 Gaines Berland, Inc. Warrant to purchase 700,000 Shares of
Common Stock, dated August 29, 1996(2)
10.34 Stock Purchase Agreement dated August 7, 1996 between the
Registrant and High River Limited Partnership(1)
10.35 High River Limited Partnership Warrant to purchase 700,000
Shares of Common Stock, dated August 29, 1996(2)
10.36 Stock Purchase Agreement dated as of August 26, 1996,
between the Registrant and Foremost Insurance Company,
Arbco Associates, L.P., Kayne, Anderson Nontraditional
Investments L.P., Offense Group Associates, L.P., Topa
Insurance Company and Kayne, Anderson Offshore Limited
(the "Series E Investors")(2)
10.37 Form of Series E Investors' Warrants to purchase an
aggregate 350,000 Shares of Common Stock, dated August 29,
1996(2)
10.38 Agreement dated as of August 29, 1996 by and between the
Registrant and Prudential Securities Incorporated(2)
10.39 Certificate of Merger with respect to the merger of
Alexander with and into NEG-OK, filed with the offices of
the Secretary of State of the State of Delaware and the
Secretary of State of the State of Oklahoma on August 29,
1996(2)
10.40 Restated Loan Agreement dated August 29, 1996 among Bank
One and Credit Lyonnais and the Registrant, NEG-OK and
Boomer(2)
10.41 $50,000,000 Revolving Note dated August 29, 1996 payable
to Bank One(2)
10.42 $50,000,000 Revolving Note dated August 29, 1996 payable
to Credit Lyonnais(2)
10.43 $2,500,000 Term Note dated August 29, 1996 payable to Bank
One(2)
10.44 $2,500,000 Term Note dated August 29, 1996 payable to
Credit Lyonnais(2)
10.45 Unlimited Guaranty of NEG-OK dated August 29, 1996 for the
benefit of Bank One(2)
10.46 Unlimited Guaranty of NEG-OK, dated August 29, 1996 for
the benefit of Credit Lyonnais(2)
10.47 Unlimited Guaranty of Boomer dated August 29, 1996 for the
benefit of Bank One(2)
10.48 Unlimited Guaranty of Boomer dated August 29, 1996 for the
benefit of Credit Lyonnais(2)
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C>
10.49 Form of Deeds of Trust, Mortgages, Security Agreements,
Assignments of Production and Financing Statements
covering oil and gas properties of the Registrant and
NEG-OK, dated August 29, 1996(2)
10.50 Sale and Purchase Agreement dated September 26, 1994 by
and among JMC Exploration, Inc., Ted Bowman, Chris Webb
and John Abrahamson and Alexander(8)
10.51 First Amendment to Sale and Purchase Agreement dated
October 26, 1994 by and among JMC Exploration, Inc., Ted
Bowman, Chris Webb and John Abrahamson and Alexander(8)
10.52 Alexander Energy Corporation 1986 Incentive Stock Option
Plan, as amended(9)
10.53 Alexander Energy Corporation 1993 Stock Option Plan(10)
10.54 Agreement of Limited Partnership of AEJH 1985 Limited
Partnership by and between Alexander and John Hancock
Mutual Life Insurance Company, together with all
amendments thereto(11)
10.55 Agreement of Limited Partnership of AEJH 1987 Limited
Partnership by and between Alexander and John Hancock
Mutual Life Insurance Company, together with all
amendments thereto(11)
10.56 Agreement of Limited Partnership of AEJH 1989 Limited
Partnership by and between Alexander and John Hancock
Mutual Life Insurance Company dated April 25, 1989(6)
10.57 Limited Partnership Agreement of Energy and Environmental
Services Limited Partnership dated May 15, 1991 by and
between Energy and Environmental Services, Inc., as
general partner, and Alexander Energy Corporation and REP,
Inc., as limited partners(11)
10.58 Warrant Purchase Agreement among Alexander, Hanifen,
Imhoff Inc. and The Principal/Eppler, Guerin & Turner,
Inc.(12)
10.59 Purchase Option Agreement (warrants) between ANEC and
Gaines, Berland, Inc. dated September 14, 1993(6)
10.60 Form of Special Severance Agreements between Alexander and
the technical support staff of Alexander, currently in
effect between NEG-OK and Cyndy Burris and John
Christofferson, respectively(6)
10.61 Separation Policy of Alexander dated December 8, 1994(6)
23.1 Consent of Ernst & Young LLP, independent auditors(2)
23.2 Consent of Coopers & Lybrand L.L.P., independent
accountants(2)
</TABLE>
- ---------------
(1) Incorporated by reference to the Registrant's Amendment No. 1 to
Registration Statement on Form S-4 (No. 333- 9045), dated August 7,
1996.
- 5 -
<PAGE> 6
(2) Previously filed with the Registrant's Current Report on Form 8-K, which
this Form 8-K/A No. 1 amends.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-4 (No. 33-38331), dated April 23, 1991.
(4) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated June 17, 1994.
(5) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated July 17, 1995.
(6) Incorporated by reference to Alexander's Form 10-K for the fiscal year
ended December 31, 1994.
(7) Filed herewith.
(8) Incorporated by reference to Alexander's Current Report on Form 8-K,
dated November 14, 1994.
(9) Incorporated by reference to Alexander's Registration Statement (No.
33-20425), dated March 22, 1988.
(10) Incorporated by reference to Alexander's Proxy Statement for the 1993
Annual Meeting of Stockholders.
(11) Incorporated by reference to Alexander's Form 10-K for the fiscal year
ended December 31, 1991.
(12) Incorporated by reference to Alexander's Amendment No. 1 to Registration
Statement (No. 33-57142), dated February 26, 1993.
- 6 -
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL ENERGY GROUP, INC.
By: /s/ Miles D. Bender
------------------------------------
Miles D. Bender, President and Chief
Executive Officer
Date: September 27, 1996
<PAGE> 8
PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The accompanying pro forma combined condensed financial statements reflect
the historical financial position and results of operations of the Company
adjusted for certain historical acquisitions of the Company using the purchase
method of accounting, including the Merger and related transactions (the Equity
Private Placement and borrowings under the New Credit Facility to refinance
certain indebtedness of the Company and NEG-OK). The pro forma combined
condensed financial statements are based on the historical financial statements
of the Company and NEG-OK included in the Annual Reports on Form 10-K for the
year ended December 31, 1995 and Quarterly Reports on Form 10-Q for the quarter
ended June 30, 1996 of the Company and NEG-OK, respectively and the historical
statements of operating revenues and direct operating expenses of certain oil
and gas properties previously acquired by the Company (the "NEG Acquisitions")
included in the Company's Current Reports on Form 8-K and Form 8-K/A dated June
30, 1995.
The Pro Forma Combined Condensed Balance Sheet as of June 30, 1996 assumes
the Merger and related transactions had been consummated on that date. The Pro
Forma Combined Condensed Statements of Operations for the six months ended June
30, 1995 and 1996 and the year ended December 31, 1995 have been prepared
assuming the Merger and related transactions had been consummated on January 1,
1995. The Pro Forma Combined Condensed Statements of Operations for the six
months ended June 30, 1995 and for the year ended December 31, 1995, have been
prepared with additional pro forma adjustments for the NEG Acquisitions,
assuming such acquisitions had been consummated on January 1, 1995.
The pro forma adjustments are based upon available information and
assumptions that management of the Company believes are reasonable. The pro
forma combined condensed financial statements do not purport to represent the
financial position or results of operations which would have occurred had such
transactions been consummated on the dates indicated or the Company's financial
position or results of operations for any future date or period. These pro forma
combined condensed financial statements and notes thereto should be read in
conjunction with the historical financial statements and notes thereto described
above.
F-1
<PAGE> 9
NATIONAL ENERGY GROUP, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NEG ACQUISITIONS
-------------------------------------------
MUSTANG OAK HILL ENRON
ISLAND INTEREST INTEREST INTEREST
THREE MONTHS FIVE MONTHS FIVE MONTHS
NEG ENDED MARCH 31, ENDED MAY ENDED MAY
HISTORICAL 1995 31, 1995 31, 1995
---------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales....................................................... $ 7,858 $127 $868 $401
Well operator and management fees:
Related parties....................................................... -- -- -- --
Others................................................................ -- -- -- --
------- ---- ---- ----
7,858 127 868 401
Cost and expenses:
Lease operating......................................................... 1,732 57 212 145
Oil and gas production taxes............................................ 416 7 3 30
Depreciation, depletion, and amortization............................... 3,149 -- -- --
Provision for impairment of oil and gas properties...................... -- -- -- --
Abandoned merger and note offering expenses............................. -- -- -- --
General and administrative.............................................. 1,635 -- -- --
------- ---- ---- ----
6,932 64 215 175
------- ---- ---- ----
Operating income (loss)................................................... 926 63 653 226
Interest expense:
Stockholder............................................................. -- -- -- --
Others.................................................................. (1,032) -- -- --
Gain (loss) on securities................................................. 221 -- -- --
Interest income and other................................................. 91 -- -- --
------- ---- ---- ----
Income (loss) before income taxes and extraordinary item.................. 206 63 653 226
Income tax benefit........................................................ -- -- -- --
------- ---- ---- ----
Income (loss) before extraordinary item................................... $ 206 $ 63 $653 $226
======= ==== ==== ====
Loss per common share before extraordinary item........................... $ (0.05)
=======
Weighted average number of common and common equivalent shares
outstanding............................................................. 10,702
=======
<CAPTION>
PRO FORMA
ADJUSTMENTS
FOR THE MERGER
PRO FORMA NEG NEG-OK AND RELATED
ADJUSTMENTS PRO FORMA HISTORICAL TRANSACTIONS
----------- --------- ---------- --------------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales....................................................... $ -- $ 9,254 $16,599 $ 158(4)
Well operator and management fees:
Related parties....................................................... -- -- 308 --
Others................................................................ -- -- 2,334 137(7)
------- ------- ------- -------
-- 9,254 19,241 295
Cost and expenses:
Lease operating......................................................... -- 2,146 5,031 --
Oil and gas production taxes............................................ -- 456 1,077 11(4)
Depreciation, depletion, and amortization............................... 870(1) 4,019 9,252 63(4)
1,871(5)
Provision for impairment of oil and gas properties...................... -- -- 2,300 --
Abandoned merger and note offering expenses............................. -- -- 752 --
General and administrative.............................................. -- 1,635 3,442 (105)(6)
137(7)
------- ------- ------- -------
870 8,256 21,854 1,977
------- ------- ------- -------
Operating income (loss)................................................... (870) 998 (2,613) (1,682)
Interest expense:
Stockholder............................................................. -- -- (447) 350(6)
Others.................................................................. (278)(2) (1,310) (3,513) (1,240)(6)
Gain (loss) on securities................................................. -- 221 -- --
Interest income and other................................................. -- 91 370 --
------- ------- ------- -------
Income (loss) before income taxes and extraordinary item.................. (1,148) -- (6,203) (2,572)
Income tax benefit........................................................ -- -- 1,744 900(8)
------- ------- ------- -------
Income (loss) before extraordinary item................................... $(1,148) $ -- $(4,459) $(1,672)
======= ======= ======= =======
Loss per common share before extraordinary item........................... $ (0.06)(3) $ (0.36)
======= =======
Weighted average number of common and common equivalent shares
outstanding............................................................. 1,065(3) 11,767 12,345 8,702(9)
======= ======= ======= =======
<CAPTION>
PRO
FORMA
-------
<S> <C>
Revenues:
Oil and gas sales....................................................... $26,011
Well operator and management fees:
Related parties....................................................... 308
Others................................................................ 2,471
-------
28,790
Cost and expenses:
Lease operating......................................................... 7,177
Oil and gas production taxes............................................ 1,544
Depreciation, depletion, and amortization...............................
15,205
Provision for impairment of oil and gas properties...................... 2,300
Abandoned merger and note offering expenses............................. 752
General and administrative..............................................
5,109
-------
32,087
-------
Operating income (loss)................................................... (3,297)
Interest expense:
Stockholder............................................................. (97)
Others.................................................................. (6,063)
Gain (loss) on securities................................................. 221
Interest income and other................................................. 461
-------
Income (loss) before income taxes and extraordinary item.................. (8,775)
Income tax benefit........................................................ 2,644
-------
Income (loss) before extraordinary item................................... $(6,131)
=======
Loss per common share before extraordinary item........................... $ (0.22)(9)
=======
Weighted average number of common and common equivalent shares
outstanding............................................................. 32,814
=======
</TABLE>
See accompanying notes to pro forma combined condensed financial statements.
F-2
<PAGE> 10
NATIONAL ENERGY GROUP, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1995
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NEG ACQUISITIONS
-------------------------------------------
MUSTANG OAK HILL ENRON
ISLAND INTEREST INTEREST INTEREST
THREE MONTHS FIVE MONTHS FIVE MONTHS
NEG ENDED MARCH 31, ENDED MAY ENDED MAY
HISTORICAL 1995 31, 1995 31, 1995
---------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales....................................................... $2,654 $127 $868 $401
Well operator and management fees:
Related parties....................................................... -- -- -- --
Others................................................................ -- -- -- --
------ ---- ---- ----
2,654 127 868 401
Cost and expenses:
Lease operating......................................................... 713 57 212 145
Oil and gas production taxes............................................ 149 7 3 30
Depreciation, depletion, and amortization............................... 875 -- -- --
Abandoned merger and note offering expenses............................. -- -- -- --
General and administrative.............................................. 524 -- -- --
------ ---- ---- ----
2,261 64 215 175
------ ---- ---- ----
Operating income (loss)................................................... 393 63 653 226
Interest expense:
Stockholder............................................................. -- -- -- --
Others.................................................................. (329) -- -- --
Gain (loss) on securities................................................. 224 -- -- --
Interest income and other................................................. 49 -- -- --
------ ---- ---- ----
Income (loss) before income taxes and extraordinary item.................. 337 63 653 226
Income tax benefit........................................................ -- -- -- --
------ ---- ---- ----
Income (loss) before extraordinary item................................... $ 337 $ 63 $653 $226
====== ==== ==== ====
Loss per common share before extraordinary item........................... $(0.01)
======
Weighted average number of common and common equivalent shares
outstanding............................................................. 9,525
======
<CAPTION>
PRO FORMA
ADJUSTMENTS
FOR THE MERGER
PRO FORMA NEG NEG-OK AND RELATED
ADJUSTMENTS PRO FORMA HISTORICAL TRANSACTIONS
----------- --------- ---------- --------------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales....................................................... $ -- $ 4,050 $ 9,090 $ 79(4)
Well operator and management fees:
Related parties....................................................... -- -- 145 --
Others................................................................ -- -- 1,269 64(7)
------- ------- ------- -------
-- 4,050 10,504 143
Cost and expenses:
Lease operating......................................................... -- 1,127 2,762 --
Oil and gas production taxes............................................ -- 189 558 6(4)
Depreciation, depletion, and amortization............................... 870(1) 1,745 4,369 38(4)
1,792(5)
Abandoned merger and note offering expenses............................. -- -- 300 --
General and administrative.............................................. -- 524 1,721 64(4)
------- ------- ------- -------
870 3,585 9,710 1,900
------- ------- ------- -------
Operating income (loss)................................................... (870) 465 794 (1,757)
Interest expense:
Stockholder............................................................. -- -- (248) 200(6)
Others.................................................................. (278)(2) (607) (1,735) (1,021)(6)
Gain (loss) on securities................................................. -- 224 -- --
Interest income and other................................................. -- 49 151 --
------- ------- ------- -------
Income (loss) before income taxes and extraordinary item.................. (1,148) 131 (1,038) (2,578)
Income tax benefit........................................................ -- -- 384 856(8)
------- ------- ------- -------
Income (loss) before extraordinary item................................... $(1,148) $ 131 $ (654) $(1,722)
======= ======= ======= =======
Loss per common share before extraordinary item........................... $ (0.02)(3) $ (0.05)
======= =======
Weighted average number of common and common equivalent shares
outstanding............................................................. 1,065(3) 10,590 12,275 8,593(9)
======= ======= ======= =======
<CAPTION>
PRO
FORMA
-------
<S> <C>
Revenues:
Oil and gas sales....................................................... $13,219
Well operator and management fees:
Related parties....................................................... 145
Others................................................................ 1,333
-------
14,697
Cost and expenses:
Lease operating......................................................... 3,889
Oil and gas production taxes............................................ 753
Depreciation, depletion, and amortization...............................
7,944
Abandoned merger and note offering expenses............................. 300
General and administrative.............................................. 2,309
-------
15,195
-------
Operating income (loss)................................................... (498)
Interest expense:
Stockholder............................................................. (48)
Others.................................................................. (3,363)
Gain (loss) on securities................................................. 224
Interest income and other................................................. 200
-------
Income (loss) before income taxes and extraordinary item.................. (3,485)
Income tax benefit........................................................ 1,240
-------
Income (loss) before extraordinary item................................... $(2,245)
=======
Loss per common share before extraordinary item........................... $ (0.09)(9)
=======
Weighted average number of common and common equivalent shares
outstanding............................................................. 31,458
=======
</TABLE>
See accompanying notes to pro forma combined condensed financial statements.
F-3
<PAGE> 11
NATIONAL ENERGY GROUP, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
FOR THE MERGER
NEG NEG-OK AND RELATED PRO
HISTORICAL HISTORICAL TRANSACTIONS FORMA
---------- ---------- -------------- -------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales................................. $7,691 $ 9,262 $ (87)(4) $16,866
Well operator and management fees:
Related parties................................ -- 104 -- 104
Others......................................... -- 868 $ 99(7) 967
------ ------- ------ -------
7,691 10,234 12 17,937
Cost and expenses:
Lease operating................................... 1,201 1,841 -- 3,042
Oil and gas production taxes...................... 393 568 (6)(4) 955
Depreciation, depletion, and amortization......... 3,205 4,261 (40)(4) 7,551
125(5)
General and administrative........................ 948 1,290 99(7) 2,337
------ ------- ------ -------
5,747 7,960 178 13,885
------ ------- ------ -------
Operating income.................................... 1,944 2,274 (166) 4,052
Interest expense:
Stockholder....................................... -- (197) 150(6) (47)
Others............................................ (976) (1,732) 392(6) (2,316)
Gain (loss) on securities........................... (128) -- -- (128)
Interest income and other........................... 29 275 -- 304
------ ------- ------ -------
Income before income taxes.......................... 869 620 376 1,865
Provision for income taxes.......................... -- (211) (435) (646)
------ ------- ------ -------
Net income.......................................... $ 869 $ 409 $ (59) $ 1,219
====== ======= ====== =======
Income per common share............................. $ 0.03 $ 0.03 $ 0.02(9)
====== ======= =======
Weighted average number of common and common
equivalent shares outstanding..................... 12,072 12,501 15,634(9) 40,207
====== ======= ====== =======
</TABLE>
See accompanying notes to pro forma combined condensed financial statements.
F-4
<PAGE> 12
NATIONAL ENERGY GROUP, INC.
PRO FORMA COMBINED CONDENSED BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
FOR THE
MERGER AND
NEG NEG-OK RELATED
HISTORICAL HISTORICAL TRANSACTIONS PRO FORMA
---------- ---------- ------------ ---------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents...................................... $ 79 $ 1,572 $ 15,000(10)
64,337(11)
$ 10,680
(3,237)(12)
(67,071)(13)
Marketable securities.......................................... 42 -- -- 42
Accounts receivable............................................ 2,475 4,338 (142)(14) 6,671
Prospect inventory held for resale 1,300 -- -- 1,300
Other.......................................................... 1,961 653 -- 2,614
------- ------- -------- --------
Total current assets............................................. 5,857 6,563 8,887 21,307
Investment in NEG-OK............................................. -- -- 69,314(12) --
(69,314)(15)
Oil and gas properties
Proved......................................................... 45,409 132,394 (1,456)(14)
56,158(15)
135,922
(53,014)(15)
(43,569)(16)
Unproved....................................................... 2,926 803 4,000(15) 7,729
------- ------- -------- --------
48,335 133,197 (37,881) 143,651
Accumulated depletion, depreciation and amortization........... 8,522 53,014 (53,014)(15) 8,522
------- ------- -------- --------
Net oil and gas properties....................................... 39,813 80,183 15,133 135,129
Other property and equipment..................................... 889 2,031 (1,055)(15) 1,865
Accumulated depreciation....................................... 273 1,055 (1,055)(15) 273
------- ------- -------- --------
616 976 -- 1,592
Other assets..................................................... 1,425 1,932 663(11)
(1,074)(12)
(607)(13) 1,145
(999)(14)
(195)(15)
------- ------- -------- --------
Total assets..................................................... $47,711 $89,654 $ 21,808 $159,173
======= ======= ======== ========
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Current liabilities:
Accounts payable............................................... $ 4,223 $ 3,633 $ -- $ 7,856
Gas balancing, deferred revenue and oil and gas proceeds....... 1,514 5,038 (1,181)(14) 5,371
Note payable and current portion of long-
term debt.................................................... 5,780 6,212 17,000(11)
17,012
(11,980)(16)
------- ------- -------- --------
Total current liabilities........................................ 11,517 14,883 3,839 30,239
Long-term debt, less current portion............................. 17,090 39,407 48,000(11) 49,406
(55,091)(13)
Noncurrent gas balancing, gas prepayments and other noncurrent
liabilities.................................................... 17 2,875 302(15) 3,194
Deferred income taxes............................................ -- 1,267 21,055(15)
7,073
(15,249)(16)
Stockholders' equity:
Convertible preferred stock.................................... 93 -- 150(10) 243
Common stock................................................... 121 374 213(12)
334
(374)(15)
Additional paid-in capital..................................... 22,129 40,447 14,850(10)
64,813(12) 101,792
(40,447)(15)
Unrealized gain (loss) on available-for-sale securities, net... 22 -- (23)(12) (1 )
Deficit........................................................ (3,278) (9,599) (607)(13)
(1,416)(14)
(33,107 )
10,113(15)
(28,320)(16)
------- ------- -------- --------
Total stockholders' equity....................................... 19,087 31,222 18,952 69,261
------- ------- -------- --------
Total liabilities and stockholders' equity....................... $47,711 $89,654 $ 21,808 $159,173
======= ======= ======== ========
Shares of common stock outstanding............................... 12,117 12,466 8,849(9) 33,432
======= ======= ======== ========
</TABLE>
See accompanying notes to pro forma combined condensed financial statements.
F-5
<PAGE> 13
NATIONAL ENERGY GROUP, INC.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A -- PRO FORMA ADJUSTMENTS FOR THE NEG ACQUISITIONS
In April 1995, the Company acquired a producing oil and gas property in the
Mustang Island Field in offshore Nueces County, Texas ("Mustang Island
Interest") from Sierra Mineral Development, L.C. and LLOG Production Company
(the Company assumed Sierra Mineral's contractual rights and obligations with
LLOG). In June 1995, the Company completed the acquisition of producing gas
properties in the Oak Hill Field in Rusk County, Texas ("Oak Hill Interest")
from Sierra 1994 I Limited Partnership ("Sierra"). In June 1995, the Company
also completed the acquisition of producing oil and gas properties in Eddy
County, New Mexico, from Enron Oil and Gas Company ("Enron Interest").
Collectively, these properties are referred to as the NEG Acquisitions.
The consideration given for the acquisition of the Mustang Island Interest
consisted on $900,000 in cash and 352,500 shares of the Company's Common Stock.
The Company funded the cash portion of the Mustang Island acquisition with
available cash balances. The consideration paid by the Company to Sierra for the
Oak Hill Interest consisted of $7.2 million in cash, 612,311 shares of the
Company's Common Stock and warrants to purchase 200,000 shares of the Company's
Common Stock at a price per share of $2.00. The cash portion of the acquisition
was funded primarily by the Company's existing reducing, revolving credit
facility with Bank One, Texas, N.A. ("Bank One"). The consideration given for
the acquisition of the Enron Interest was approximately $2.1 million in cash.
This acquisition was funded by borrowings under the Company's existing credit
facility with Bank One and available cash balances.
The results of operations of the NEG Acquisitions are included in the
historical results of operations of the Company for periods subsequent to their
respective dates of acquisition. The accompanying Pro Forma Combined Condensed
Statements of Operations for the year ended December 31, 1995 and the six months
ended June 30, 1995 have been prepared as if the NEG Acquisitions had occurred
on January 1, 1995, and reflect the following adjustments:
(1) To adjust depletion, depreciation, and amortization to reflect the
effect of the NEG Acquisitions. Depletion, depreciation, and amortization
of the oil and gas properties is computed using the unit-of-production
method.
(2) To adjust interest expense to reflect $9.3 million additional
borrowings under the Company's existing credit facility with Bank One
directly related to the acquisition of the Oak Hill interest and the Enron
Interest. The adjustment was computed using the actual interest rate
applicable to borrowings under such agreement during the periods presented.
The acquisition of the Mustang Island Interest was funded with available
cash balances.
(3) To adjust the weighted average number of common shares outstanding
for shares of the Company's Common Stock issued as a result of the
acquisition of the Mustang Island Interest and the Oak Hill Interest and to
reduce Texas Gas Fund I's NPI interest in the GAU. The loss per common
share is computed by dividing the net loss, adjusted for preferred stock
dividend requirements of $735,000 for the year ended December 31, 1995 and
$368,000 for the six months ended June 30, 1995, by the pro forma weighted
average common shares outstanding.
NOTE B -- PRO FORMA ADJUSTMENTS FOR THE MERGER AND RELATED TRANSACTIONS
On June 6, 1996, shareholders of the Company and NEG-OK entered into the
Merger Agreement whereby NEG-OK was merged with a newly formed wholly owned
subsidiary of the Company. The Merger has been accounted for using the purchase
method of accounting. In completing the Merger, the Company issued approximately
21.1 million shares of Common Stock in exchange for all of the issued and
outstanding NEG-OK common stock, based on the exchange ratio of 1.7 shares of
the Company's Common Stock for
F-6
<PAGE> 14
NATIONAL ENERGY GROUP, INC.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
each outstanding share of NEG-OK common stock and the number of shares of NEG-OK
Common Stock outstanding at the Effective Time of the Merger.
The Company will incur substantial costs related to the Merger. The
investment banking, legal, accounting, printing, mailing and similar expenses
are expected to be approximately $3.4 million, of which $1.4 million consists of
the estimated fair value of the Company's Common Stock and warrants to purchase
the Company's Common Stock to be issued to investment advisors. Other costs of
integrating operations of the two companies, including employee severance and
benefits; duplicate facilities and equipment; and integration of management
information and accounting systems and other functions of the Company and NEG-OK
are expected to be approximately $2.0 million. Such costs will be accrued and
included as a cost of the Merger.
The accompanying Pro Forma Combined Condensed Statements of Operations
reflect the following adjustments for the Merger:
(4) To conform NEG-OK's method of accounting for natural gas
imbalances with the method utilized by the Company.
(5) To adjust depletion, depreciation, and amortization to reflect the
Company's purchase price allocated to property and equipment using the unit
of production method utilized by the Company. The pro forma results of
operations exclude a noncash writedown of oil and gas properties which is
estimated to be approximately $28.3 million as of June 30, 1996 in
accordance with the full cost method of accounting. See Note 16 of Notes to
pro forma combined condensed financial statements.
(6) To adjust interest expense and amortization of loan origination
costs to reflect $65.0 million of initial borrowings under the New Credit
Facility and repayment of $67.1 million of borrowings under the existing
credit facilities of the Company and NEG-OK. The calculation of interest
expense assumes repayment of the initial borrowings beginning in January
1995 in accordance with the terms of the New Credit Facility. The interest
on borrowings under the New Credit Facility was computed using the
applicable bank base rate in effect during the periods presented. An
increase of .125% in the assumed interest rate would increase pro forma
interest expense by $78,000, $42,000 and $20,000 for the year ended
December 31, 1995 and the six months ended June 30, 1995 and 1996,
respectively.
(7) To reclassify overhead charges billed to working interest owners
by the Company.
(8) To adjust the provision for income taxes for the change in
financial taxable income as a result of entries (4), (5) and (6).
(9) To reflect the issuance of 100,000 shares of the Company's Series
D Preferred and 50,000 shares of the Company's Series E Preferred pursuant
to the Equity Private Placement and the incremental effect of the issuance
of shares of the Company's Common Stock pursuant to the Merger, including
122,324 shares issued for services provided by investment advisors. Pro
forma net income (loss) per common share information is computed by
dividing net income (loss), adjusted for preferred stock dividend
requirements of $945,000 for the year ended December 31, 1995 and $472,500
for the six months ended June 30, 1995 and 1996 by the pro forma weighted
average common and common equivalent shares outstanding. Shares issuable
upon exercise of options and warrants and upon the conversion of preferred
stock are included in the computations of pro forma income per common and
common equivalent share if the effect is dilutive.
The accompanying Pro Forma Combined Balance Sheet as of June 30, 1996
has been prepared as if the Merger had occurred on that date and includes
the following adjustments:
(10) To record the issuance of 100,000 shares of the Company's Series
D Preferred, 50,000 shares of the Company's Series E Preferred and
immediately exercisable warrants to purchase 1,050,000 shares of
F-7
<PAGE> 15
NATIONAL ENERGY GROUP, INC.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
the Company's Common Stock for $2.50 per share for an aggregate
consideration of $15.0 million in cash pursuant to the Equity Private
Placement. In connection with this transaction, the Company also issued
warrants for 300,000 shares of the Company's Common Stock at an exercise
price equal to $2 7/8 to certain investment advisors. On a pro forma basis,
there would be 33.3 million shares of the Company's Common Stock and
242,500 shares of the Company's Preferred Stock outstanding as of June 30,
1996.
(11) To record borrowings of $65.0 million under the New Credit
Facility and related loan costs of $663,000.
(12) To record NEG's cost of acquiring NEG-OK (in thousands):
<TABLE>
<S> <C>
Estimated fair value of 21.1 million shares NEG Common Stock issued...... $63,261
Cost of 105,740 shares of NEG-OK common stock owned by the Company....... 288
NEG-OK stock options and warrants assumed................................ 443
Estimated fair value of 122,324 shares of the Company's Common Stock and
800,000 warrants issued for services provided by investment advisors... 1,322
Other investment advisor, legal, accounting and professional fees........ 2,000
Other merger related costs............................................... 2,000
-------
$69,314
=======
</TABLE>
The fair value of the securities to be issued in connection with the
Merger has been calculated using the price of the Company's Common Stock at
the time the Merger was announced to the public of $3.00 per share.
(13) To record repayment of borrowings under existing credit
facilities of the Company and NEG-OK and to write off the unamortized
balance of related loan origination costs. Such write off is not reflected
in the pro forma combined condensed statement of operations for the six
months ended June 30, 1995 and for the year ended December 31, 1995,
because it will be an extraordinary item.
(14) To conform NEG-OK's method of accounting for natural gas
imbalances with the method utilized by the Company.
(15) To adjust assets and liabilities under the purchase method of
accounting based on the Company's purchase price. The Company's purchase
price has been allocated to the consolidated assets and liabilities of
NEG-OK based on preliminary estimates of fair values with the remaining
purchase price allocated to proved oil and gas properties. No goodwill has
been recorded in this transaction. The information presented herein may
differ from the actual purchase price allocation.
The preliminary allocation of the purchase price included in the pro forma
balance sheet is summarized as follows: (in thousands)
<TABLE>
<S> <C>
Working capital (deficit) assumed, excluding
current portion of long-term debt............... $ (1,069)
Oil and gas properties:
Proved.......................................... 135,538
Unproved........................................ 4,803
Other property and equipment...................... 976
Other noncurrent assets........................... 184
Long-term debt assumed and refinanced............. (45,619)
Other noncurrent liabilities assumed.............. (3,177)
Deferred income taxes............................. (22,322)
--------
$ 69,314
========
</TABLE>
F-8
<PAGE> 16
NATIONAL ENERGY GROUP, INC.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(16) To adjust the carrying value of proved oil and gas properties
pursuant to the full cost method of accounting. Under the full cost method
of accounting, the carrying value of oil and gas properties (net of related
deferred taxes) is generally not permitted to exceed the sum of the present
value (10% discount rate) of estimated future net cash flows from proved
reserves, based on current prices and costs, plus the lower of cost or
estimated fair value of unproved properties (the "cost center ceiling").
Based upon the pro forma combined cost center ceiling at June 30, 1996 and
the preliminary allocation of the Company's purchase price, the purchase
price allocated to oil and gas properties (net of related deferred taxes)
is estimated to be in excess of the cost center ceiling by approximately
$28.3 million, net of related deferred income taxes using oil and natural
gas prices being received by the Company and NEG-OK at June 30, 1996 of
$20.88 per bbl and $2.25 per Mcf, respectively. The actual amount of the
writedown will depend upon the final allocation of the purchase price and
the future product prices and will be charged to expense in the third
quarter of 1996, the period in which the Merger was consummated.
NOTE D -- PRO FORMA COMBINED SUPPLEMENTAL OIL AND GAS RESERVE AND STANDARDIZED
MEASURE INFORMATION
The following is a summary of the pro forma combined quantities of proved
reserves prepared by combining the historical information of the Company and
NEG-OK, derived from estimates prepared by the Company's and NEG-OK's respective
independent engineers, adjusted for the NEG Acquisitions and conforming
Alexander's method of accounting for natural gas imbalances to the method
utilized by the Company. See the historical financial statements of the Company
and NEG-OK, contained elsewhere herein.
<TABLE>
<CAPTION>
OIL GAS
(MBBL) (MMCF)
------ -------
(IN THOUSANDS)
<S> <C> <C>
December 31, 1994................................................. 9,266 185,808
Purchases of reserves in place.................................. 21 360
Sales of minerals in place...................................... (374) (4,384)
Extensions, discoveries, and other additions.................... 78 2,042
Revisions of previous estimates................................. (2,287) (43,789)
Production...................................................... (475) (11,830)
------ -------
December 31, 1995................................................. 6,229 128,207
====== =======
June 30, 1996..................................................... 5,985 122,861
====== =======
Proved developed reserves:
December 31, 1994............................................... 3,395 106,375
December 31, 1995............................................... 2,848 78,270
June 30, 1996................................................... 2,600 72,792
</TABLE>
The following is a summary of the pro forma combined standardized measure
of discounted net cash flows related to the proved crude oil and natural gas
reserves of the Company and NEG-OK. For these calculations, estimated future
cash flows from estimated future production of proved reserves were computed
using crude oil and natural gas prices as of the end of each period presented.
Future development and production costs attributable to the proved reserves were
estimated assuming that existing conditions would continue over the economic
lives of the individual leases and costs were not escalated for the future.
Estimated future income tax expenses were calculated by applying future
statutory tax rates (based on the current tax law adjusted for permanent
differences and tax credits) to the estimated future pretax net cash flows
related to proved crude oil and natural gas reserves, less the tax basis of the
properties involved.
F-9
<PAGE> 17
NATIONAL ENERGY GROUP, INC.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
The Company cautions against using this data to determine the fair value of
its crude oil and natural gas properties. To obtain the best estimate of fair
value of the crude oil and natural gas properties, forecasts of future economic
conditions, varying discount rates, and consideration of other than proved
reserves would have to be incorporated into the calculation. In addition, there
are significant uncertainties inherent in estimating quantities of proved
reserves and in projecting rates of production that impair the usefulness of the
data.
The pro forma combined standardized measure of discounted future net cash
flows relating to proved crude oil and natural gas reserves is summarized as
follows (in thousands):
<TABLE>
<S> <C>
December 31, 1995:
Future cash inflows................................................... $ 365,666
Future production and development costs............................... (164,952)
Future income tax expense............................................. (28,792)
----------
Future net cash flows................................................. 171,922
10% annual discount for estimated timing of cash flows................ (57,732)
----------
Standardized measure of discounted future net cash flows.............. $ 114,190
==========
June 30, 1996
Standardized measure of discounted future net cash flows.............. $ 120,327
==========
</TABLE>
The following are the principal sources of change in the pro forma combined
standardized measure of discounted future net cash flows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1995
------------
<S> <C>
Balance at beginning of year............................................ $132,972
Sales and transfers of oil and gas produced, net of production costs.... (17,302)
Net changes in prices and production cost............................... 21,593
Purchases of reserves in place.......................................... 400
Extensions and discoveries, less related costs.......................... 2,394
Revisions of previous quantity estimates................................ (47,028)
Sales of reserves in place.............................................. (3,723)
Accretion of discount................................................... 10,275
Previously estimated development costs incurred during the year and
change future development costs....................................... 2,681
Net change in income taxes.............................................. 13,465
Change in production rates and other.................................... (1,537)
--------
Net change.............................................................. (18,782)
--------
Balance at end of year.................................................. $114,190
========
</TABLE>
F-10
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<S> <C>
2.1 Agreement and Plan of Merger dated as of June 6, 1996
by and among the Registrant, NEG-OK and Alexande(1)
2.2 First Amendment to Agreement and Plan of Merger dated
as of June 20, 1996 by and among the Registrant,
NEG-OK and Alexander(1)
2.3 Mutual Waiver Agreement dated as of August 29, 1996
by and among the Registrant, NEG-OK and Alexande(2)
3.1 Certificate of Incorporation of the Registrant, which
includes the Certificate of Incorporation of the
Registrant filed with the Secretary of State of
Delaware on November 20, 199(3), the Certificate of
Elimination of the Redeemable Convertible Preferred
Stock, Series A of the Registrant, filed with the
office of the Secretary of State of the State of
Delaware on June 2, 199(2), the Certificate of
Amendment of Certificate of Incorporation of the
Registrant, filed herewith as Exhibit 3.2, the
Certificate of Designations of the Registrant of 10%
Cumulative Convertible Preferred Stock, Series (4),
the Certificate of Designations of the Registrant of
10-1/2% Cumulative Convertible Preferred Stock,
Series C(5), the Certificate of Designations of the
Registrant of Convertible Preferred Stock, Series D,
filed herewith as Exhibit 4.1, and the Certificate of
Designations of the Registrant of Convertible
Preferred Stock, Series E, filed herewith as Exhibit
4.2
3.2 Certificate of Amendment of Certificate of
Incorporation of the Registrant, filed with the
office of the Secretary of State of the State of
Delaware on August 29, 199(2)
4.1 Certificate of Designations of the Registrant of
Convertible Preferred Stock, Series D(2)
4.2 Certificate of Designations of the Registrant of
Convertible Preferred Stock, Series E(2)
4.3 Note Agreement dated as of April 25, 1989, by and
among AEJH 1989 Limited Partnership, Alexander and
John Hancock Mutual Life Insurance (10 1/2% Senior
Secured Notes(6)
4.4 Letter dated August 29, 1996 between Alexander and
John Hancock Mutual Life Insurance Company relating
to the payment of the 1989 Note(2)
4.5 Specimen Common Stock Certificate(7)
10.29 Prudential Securities Incorporated Warrant to
purchase 100,000 Shares of Common Stock, dated August
29, 1996(2)
</TABLE>
<PAGE> 19
<TABLE>
<S> <C>
10.30 Gaines Berland, Inc. Warrant to purchase 300,000
Shares of Common Stock, dated August 29, 199(2)
10.31 Gaines Berland, Inc. Warrant to purchase 700,000
Shares of Common Stock, dated August 29, 199(2)
10.34 Stock Purchase Agreement dated August 7, 1996 between
the Registrant and High River Limited Partnershi(1)
10.35 High River Limited Partnership Warrant to purchase
700,000 Shares of Common Stock, dated August 29,
1996(2)
10.36 Stock Purchase Agreement dated as of August 26, 1996,
between the Registrant and Foremost Insurance
Company, Arbco Associates, L.P., Kayne, Anderson
Nontraditional Investments L.P., Offense Group
Associates, L.P., Topa Insurance Company and Kayne,
Anderson Offshore Limited (the "Series E
Investors")(2)
10.37 Form of Series E Investors' Warrants to purchase an
aggregate 350,000 Shares of Common Stock, dated
August 29, 1996(2)
10.38 Agreement dated as of August 29, 1996 by and between
the Registrant and Prudential Securities
Incorporate(2)
10.39 Certificate of Merger with respect to the merger of
Alexander with and into NEG-OK, filed with the
offices of the Secretary of State of the State of
Delaware and the Secretary of State of the State of
Oklahoma on August 29, 199(2)
10.40 Restated Loan Agreement dated August 29, 1996 among
Bank One and Credit Lyonnais and the Registrant,
NEG-OK and Boome(2)
10.41 $50,000,000 Revolving Note dated August 29, 1996
payable to Bank One(2)
10.42 $50,000,000 Revolving Note dated August 29, 1996
payable to Credit Lyonnais(2)
10.43 $2,500,000 Term Note dated August 29, 1996 payable to
Bank One(2)
10.44 $2,500,000 Term Note dated August 29, 1996 payable to
Credit Lyonnais(2)
10.45 Unlimited Guaranty of NEG-OK dated August 29, 1996
for the benefit of Bank One(2)
10.46 Unlimited Guaranty of NEG-OK, dated August 29, 1996
for the benefit of Credit Lyonnais(2)
10.47 Unlimited Guaranty of Boomer dated August 29, 1996
for the benefit of Bank One(2)
10.48 Unlimited Guaranty of Boomer dated August 29, 1996
for the benefit of Credit Lyonnais(2)
</TABLE>
<PAGE> 20
<TABLE>
<S> <C>
10.49 Form of Deeds of Trust, Mortgages, Security
Agreements, Assignments of Production and Financing
Statements covering oil and gas properties of the
Registrant and NEG-OK, dated August 29, 199(2)
10.50 Sale and Purchase Agreement dated September 26, 1994
by and among JMC Exploration, Inc., Ted Bowman, Chris
Webb and John Abrahamson and Alexande(8)
10.51 First Amendment to Sale and Purchase Agreement dated
October 26, 1994 by and among JMC Exploration, Inc.,
Ted Bowman, Chris Webb and John Abrahamson and
Alexande(8)
10.52 Alexander Energy Corporation 1986 Incentive Stock
Option Plan, as amended(9)
10.53 Alexander Energy Corporation 1993 Stock Option
Plan(10)
10.54 Agreement of Limited Partnership of AEJH 1985 Limited
Partnership by and between Alexander and John Hancock
Mutual Life Insurance Company, together with all
amendments theret(11)
10.55 Agreement of Limited Partnership of AEJH 1987 Limited
Partnership by and between Alexander and John Hancock
Mutual Life Insurance Company, together with all
amendments theret(11)
10.56 Agreement of Limited Partnership of AEJH 1989 Limited
Partnership by and between Alexander and John Hancock
Mutual Life Insurance Company dated April 25, 198(6)
10.57 Limited Partnership Agreement of Energy and
Environmental Services Limited Partnership dated May
15, 1991 by and between Energy and Environmental
Services, Inc., as general partner, and Alexander
Energy Corporation and REP, Inc., as limited
partner(11)
10.58 Warrant Purchase Agreement among Alexander, Hanifen,
Imhoff Inc. and The Principal/Eppler, Guerin &
Turner, Inc.(12)
10.59 Purchase Option Agreement (warrants) between ANEC and
Gaines, Berland, Inc. dated September 14, 199(6)
10.60 Form of Special Severance Agreements between
Alexander and the technical support staff of
Alexander, currently in effect between NEG-OK and
Cyndy Burris and John Christofferson, respectivel(6)
10.61 Separation Policy of Alexander dated December 8,
1994(6)
23.1 Consent of Ernst & Young LLP, independent auditors(2)
23.2 Consent of Coopers & Lybrand L.L.P., independent
accountants(2)
</TABLE>
- ---------------
(1) Incorporated by reference to the Registrant's Amendment No. 1 to
Registration Statement on Form S-4 (No. 333- 9045), dated August 7,
1996.
<PAGE> 21
(2) Previously filed with the Registrant's Current Report on Form 8-K,
which this Form 8-K/A No. 1 amends.
(3) Incorporated by reference to the Registrant's Registration Statement
on Form S-4 (No. 33-38331), dated April 23, 1991.
(4) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated June 17, 1994.
(5) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated July 17, 1995.
(6) Incorporated by reference to Alexander's Form 10-K for the fiscal year
ended December 31, 1994.
(7) Filed herewith.
(8) Incorporated by reference to Alexander's Current Report on Form 8-K,
dated November 14, 1994.
(9) Incorporated by reference to Alexander's Registration Statement (No.
33-20425), dated March 22, 1988.
(10) Incorporated by reference to Alexander's Proxy Statement for the 1993
Annual Meeting of Stockholders.
(11) Incorporated by reference to Alexander's Form 10-K for the fiscal year
ended December 31, 1991.
(12) Incorporated by reference to Alexander's Amendment No. 1 to
Registration Statement (No. 33-57142), dated February 26, 1993.
<PAGE> 1
EXHIBIT 4.5
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
NUMBER SHARES
N
NATIONAL ENERGY GROUP, INC.
COMMON STOCK CUSIP 635812 10 0
SEE REVERSE FOR CERTAIN
DEFINITIONS
THIS CERTIFIES that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK
OF THE PAR VALUE OF $.01 PER SHARE, OF
NATIONAL ENERGY GROUP, INC.
COMMON
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized agency, upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the seal of the Corporation and the signature of its duly authorized
officer.
Dated:
COUNTERSIGNED AND REGISTERED
LIBERTY BANK
PRESIDENT AND TRUST COMPANY OF OKLAHOMA CITY, N.A.
[NEGI SEAL] (Oklahoma City, Oklahoma)
TRANSFER AGENT
AND REGISTRAR
BY
SECRETARY AUTHORIZED SIGNATURE
AMERICAN BANK NOTE COMPANY
<PAGE> 2
[LOGO]
NATIONAL ENERGY GROUP, INC.
THE CORPORATION WILL FURNISH WIHTOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF
THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the ------ --------
entireties (Cust) (Minor)
JT TEN - as joint tenants with Under Uniform Gifts to
right of survivorship Minors
and not as tenants Act
in common ------------------
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
--------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Shares
----------------------------------------------------------------------
of the Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated
---------------------------------
X
-------------------------------------------
NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER. X
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17A-15
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SIGNATURE(S) GUARANTEED BY:
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